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HomeMy WebLinkAboutCity of Tamarac Resolution R-2004-184Temp. Reso #10510 July 29, 2004 Revision 1 — August 3, 2004 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2004- 1,?4 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO TERMINATE THE EXISTING AGREEMENT BETWEEN THE CITY OF TAMARAC AND SHELTER ADS MANAGEMENT INC., FOR THE DESIGN, CONSTRUCTION, INSTALLATION AND MAINTENANCE OF BUS SHELTERS; DUE TO NON-PERFORMANCE BY SHELTER ADS MANAGEMENT INC. PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on June 25, 2003, the City of Tamarac entered into an Agreement with Street Furniture Advertising Group, Inc. for the design, construction, installation and maintenance of bus shelters, as authorized by Resolution R2003-141, attached hereto as Exhibit 1; and WHEREAS, the City Commission, at the request of Street Furniture Advertising Group, Inc., approved and executed the Assignment, Delegation and Release Agreement for the design, construction, installation and maintenance of bus shelters, including all rights, duties and obligations under the Agreement, to Shelter Ads Management, Inc., by Resolution R2004-24 on February 11, 2004, attached hereto as Exhibit 2; and WHEREAS, the City Commission, at the request of Shelter Ads Management, Inc., approved and executed Amendment #1 to the Agreement between the City of Tamarac and Shelter Ads Management, Inc. for the design, construction, installation Temp. Reso #10510 July 29, 2004 Revision 1 -- August 3, 2004 Page 2 and maintenance of bus shelters, by Resolution R2004- 25 on February 11, 2004, attached hereto as Exhibit 3; and WHEREAS by execution of the Assignment, Delegation and Release Agreement, and Amendment # 1 to the Agreement, Shelter Ads Management, Inc. agreed to abide by all terms, conditions and pricing of the Agreement, including the requirement to begin the execution of the Agreement within thirty (30) days after the execution of the Amendment #1 to the Agreement, and to begin shelter installation within ninety (90) days after the execution of Amendment #1 to the Agreement; and WHEREAS, no performance by Shelter Ads Management occurred within thirty (30) days after the execution of the Assignment, Delegation and Release Agreement, resulting in the issuance of a written corrective action request by the City of Tamarac to Shelter Ads Management dated April 15, 2004, a copy of said correspondence is attached hereto as Exhibit 4; and WHEREAS, no performance by Shelter Ads Management, Inc. occurred within ninety (90) days after the execution of the Agreement, or in response to the April 15, 2004 corrective action request; and WHEREAS, non-performance by Shelter Ads Management, Inc. under the Agreement resulted in a situation where Shelter Ads Management, Inc. was considered by the City to be in breach of contract; and WHEREAS, the City provided a proper thirty (30) day written notice to Shelter Ads Management, Inc. on June 15, 2004, informing the firm that they were in breach of contract, and providing for a thirty (30) calendar day period to cure the situation, attached hereto as Exhibit 5; and 1 Temp. Reso #10510 July 29, 2004 Revision 1 — August 3, 2004 Page 3 WHEREAS, during the thirty (30) day cure period, Shelter Ads Management, Inc. failed to cure their performance deficiencies under the Agreement; and WHEREAS, the City provided properwritten notice to ShelterAds Management, Inc. on July 20, 2004, informing the firm that the City of Tamarac will begin formal default proceedings, attached hereto as Exhibit 6; and WHEREAS, the Director of Building & Code Compliance and the Purchasing & Contracts Manager recommend that the Agreement with Shelter Ads Management, Inc. be terminated due to default by Shelter Ads Management, Inc., as a result of their failure to perform; and WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interest of the citizens and residents of the City of Tamarac to terminate the Agreement between the City of Tamarac and Shelter Ads Management, Inc., for the design, construction, installation and maintenance of bus shelters due to non-performance. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution upon adoption hereof. SECTION 2: The appropriate City officials are hereby authorized to terminate the Agreement between the City of Tamarac and Shelter Ads Management, Inc for the design, construction, installation and maintenance of bus shelters due to non-performance by Shelter Ads Management, Inc. Temp. Reso #10510 July 29, 2004 Revision 1 — August 3, 2004 Page 4 SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this 25t" day of August, 2004. /01E SCH lIIIREIBER Mayor ATTEST: RECORD OF COMMISSION VOTE: MARION SWENSON, CMC MAYOR SCHREIBER CITY CLERK DIST 1: COMM. PORTNER DIST 2: COMM. FLANSBAUM-TALABIS O DIST 3: V/M SULTANOF DIST 4: COMM. ROBERTS I HEREBY CERTIFY that I have approved this RESOLUTION as to form. ;. MITCELL S. AFT CITY ATTORNEY , 1 :X SIB " " `" 1' 0510 Temp. Reso, #10165 —June 11, 2003 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2003-141 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA AWARDING RFP NO. 03-10R TO AND AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE AN AGREEMENT WITH STREET FURNITURE ADVERTISING GROUP, INC. TO FURNISH BUS SHELTERS FOR THE CITY OF TAMARAC FOR A TEN YEAR PERIOD BEGINNING JULY 3, 2003 THROUGH JULY 2, 2013 WITH AN OPTION TO RENEW FOR AN ADDITIONAL FIVE YEAR PERIOD; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the current agreement for bus shelters expires on July 2, 2003; and WHEREAS, a competitive process was undertaken to solicit proposals from qualified companies to provide bus -shelters for the citizens and residents of the City of Tamarac, and WHEREAS, the City of Tamarac published RFP # 03-1OR on February 28, 2003, attached hereto as Exhibit "1" of Attachment "1" to provide for Bus Bench and Shelter Design, Construction, Installation and Maintenance; and WHEREAS, the City reserved the right to award separate agreements for the provision of bus benches and bus shelters; and WHEREAS, no companies proposed to provide both bus benches and bus shelters; and WHEREAS, only one proposal was submitted to provide for bus shelters; and Temp. Reso, #10165 —June 11, 2003 Page 2 WHEREAS, Street Furniture Advertising Group, Inc. submitted a proposal for the provision of bus shelters; and WHEREAS, upon serious review and consideration by the Evaluation Committee consisting of the Assistant to the City Manager, Director of Community Development, Building Official, Public Works Project Manager and Management Analyst it was determined that Street Furniture Advertising Group, Inc. is the most responsible and responsive proposer; and WHEREAS, it is the recommendation of the Assistant to the City Manager and Interim Purchasing and Contracts Manager that RFP # 03-1OR providing for the Design, Construction, Installation, and Maintenance of Bus Shelters be awarded to and an agreement executed with Street Furniture Advertising Group, Inc. for furnishing bus shelters within the City of Tamarac for a period beginning July 3, 2003 through July 2, 2013 with an option to renew for an additional five year period: and WHEREAS, the City Commission of the City of Tamarac deems it to be in the best interest of the citizens and residents of the City of Tamarac to award RFP No. 03-10R to and authorize execution of an agreement with Street Furniture Advertising Group, Inc. providing for installation and maintenance of bus shelters within the City limits of the City of Tamarac. Temp. Reso, #10165 --June 11, 2003 Page 3 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: That the foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. SECTION 2: That the appropriate City Officials are hereby authorized to award the Request for Proposal (RFP # 03-1OR), hereto attached as Exhibit 1" of Attachment "1", and execute the agreement between the City of Tamarac and Street Furniture Advertising Group, Inc., hereto attached as Attachment " 1 ", for providing bus shelters in the City of Tamarac for a ten year period beginning July 3, 2003 through July 2, 2013, with and option to renew for an additional five year period. SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. Temp. Reso, #10165 —June 11, 2003 Page 4 SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this 25th day of June, 2003. ATTEST: MARION SWENSON, CMC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. .� MITCHELL S. KRAFT CITY ATTORNEY ' ETrIBE� SCHRER Mayor RECORD OF COMMISSION VOTE: MAYOR SCHREIBER AYE DIST 1: COMM. PORTNER AY_E DIST 2: COMM. FLANSBAUM-TALABISCO NAY DIST 3: COMM. SULTANOF AYE DIST 4: V/M ROBERTS NAY TR 101.65 Attactunent 1 City of Tamaiac ; AGREEMENT BETWEEN THE CITY OF TAMARAC AND Purcdasing and Contorts Division STREET FURNITURE ADVERTISING GROUP. INC. �Zir3 � l�l THIS AGREEMENT is made and entered into this �.S day of JQW-, 20 03 by and between the City of Tamarac, a municipal corporation with principal offices located at 7525 N.W. 88" Ave., Tamarac, FL 33321 (the "CITY") and Street Furniture Advertising Group, Inc., a Florida corporation with principal offices located at 4040 N. 29'" Avenue, Hollywood (the "CONTRACTOR") to provide for Bus Shelter Design, Construction, Installation and Maintenance, pursuant to RFP No. 03-1 OR. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and CONTRACTOR agree as follows: 1. THE CONTRACT DOCUMENTS The contract documents consist of this Agreement, conditions of the RFP No. 03- 10R set forth in Exhibit 1, attached hereto and incorporated herein as if set forth in full,(General, Supplementary and other Conditions), drawings, specifications, all addenda issued prior to, and all modifications issued after execution of this Agreement. These contract documents form the Agreement, and all are as if fully a part of the Agreement as if attached to this Agreement or repeated therein. This agreement shall supercede any conflicting terms and conditions included in RFP No. 03-1OR. The initial term of this Agreement shall be for a Ten (10) year period commencing on July 3, 2003 and ending July 2, 2013. CONTRACTOR shall begin installation of shelters not later than ninety (90) days from execution of agreement or on a space available basis. CITY shall have the sole option to renew this Agreement for one (1) additional five (5) year term. Written notice of the CITY's intent to renew shall be provided to CONTRACTOR one hundred twenty (120) days prior to the expiration of this Agreement. 3. TERMINATION This Agreement may be terminated by CITY or CONTRACTOR for cause or by the City for convenience, upon thirty (30) days of written notice by the terminating party to the other party for such termination in which event the CONTRACTOR shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the CONTRACTOR abandons this Agreement or causes it to be terminated, CONTRACTOR shall indemnify the city against loss pertaining City of Tamarac Pi.ia hasing and Contracts Dwisipn to this termination. Default by CONTRACTOR: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City should the CONTRACTOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by CONTRACTOR of written notice of such neglect or failure. r 11;145I911.121 The CONTRACTOR shall perform all work for the CITY as set forth in CONTRACTOR's proposal and as required by the contract documents as set forth below: a) CONTRACTOR shall furnish all labor, materials, and equipment necessary to install and maintain bus shelters at public transit stops within the City limits. b) CONTRACTOR shall have the exclusive right to construct, erect, install, repair and maintain public bus shelters at no cost to the CITY, and to place such shelters at locations on public property or within the public right-of-way approved by the CITY. The shelters shall remain the sole property of the CONTRACTOR and must be removed within sixty (60) days of termination of this Agreement. Upon termination of this Agreement, the CONTRACTOR shall no longer possess the right to maintain, operate or install shelters within the City .The CITY has approved placing and/or replacing shelters at the locations set forth in Exhibit W to this Agreement. Placement of shelters at additional locations are subject to the approval and/or direction of the City. All locations shall be public transit stops. All locations and shelter installations must conform to federal, state, county and municipal laws, ordinances and rules and regulations, including but not limited to the American's With Disabilities Act, and have the approval of the CITY prior to installation of the shelters in accordance with the provisions of this Agreement. CONTRACTOR shall have the sole responsibility, at its sole cost expense, to obtain all necessary local, county, state and federal permits. All shelters shall be located within twenty-five (25) feet of a bus stop. Only one (1) shelter is permitted at a bus stop, unless agreed by CITY and CONTRACTOR that it is necessary to have more than one shelter at a location. There shall not be an advertising bus bench allowed at the same transit location as a permitted bus shelter. It is not the intent of the CITY to allow unrestricted advertising. c) All shelters shall be constructed of top grade materials and conform to the Florida Building Code as well as all applicable state, county and municipal codes, as described in the specifications and model as set forth in Exhibit "B" to this Agreement, attached hereto and incorporated herein as if set forth in full. The CONTRACTOR shall obtain all necessary permits for all shelter construction. However, the City shall cooperate with the CONTRACTOR on permitting to the fullest extent possible and in accordance with the Florida Building Code and State Statutes. d) The CONTRACTOR shall install new shelters at all locations, as specified in Exhibit "A'_ CONTRACTOR shall install a minimum of five shelters per month. Shelter locations and order of replacement to be agreed upon between the CITY and CONTRACTOR. 2 City of Tamorm, P1WJW1S10q and Contracts Vivision The CONTRACTOR shall not be responsible for the removal of the existing bus shelters installed by the previous bus shelter contractor; nor shall the CONTRACTOR be responsible for removing any previous improvements, concrete pads or any other additions utilized for the benefit of the previous bus shelter contractor. e) The CONTRACTOR shall at its sole cost and expense maintain all such shelters in good and serviceable condition during the entire term of this Agreement. Each shelter shall be routinely visited for maintenance a minimum of every three days. Each shelter and associated pad shall be power washed as needed however on a minimum of one time per year. The CITY reserves the right to periodically inspect such shelters to determine their condition. The CONTRACTOR shall remove, replace or recondition, to the satisfaction of the CITY, any shelters, which the CITY determines, are not at an approved location or no longer in good or serviceable condition. The style and construction of any replacement shelters shall be the same as the shelter replaced, unless prior written CITY approval is received. In the event CITY inspects and determines that shelter is in need of cleaning or maintenance, CITY shall notify CONTRACTOR who shall perform maintenance within 2 business days. This section shall supercede any conflicting terms and conditions included in RFP No. 03-1OR. f) CONTRACTOR shall supervise the work force to ensure that all workers conduct themselves and perform their work in a safe and professional manner. CONTRACTOR shall comply with all OSHA safety rules and regulations in the operation of equipment and in the performance of the work. CONTRACTOR shall at all times have a competent field supervisor on the job site to enforce these policies and procedures at the CONTRACTOR's expense. g) CONTRACTOR shall provide the CITY with seventy-two (72) hours written notice prior to the beginning of work under this Agreement and prior to any schedule change with the exception of changes caused by inclement weather. h) CONTRACTOR shall comply with any and all Federal, State, and local laws and regulations now in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the CONTRACTOR, its employees, agents or subcontractors, if any, with respect to the work and services described herein. 5. REPAIR/REPLACEMENT/REMOVAL In the event the CITY shall determine that a shelter should be repaired or replaced, or constitutes unrestricted advertising in the CITY's sole opinion, or that a shelter does not comply with this Agreement, it shall give the CONTRACTOR notice, identifying the exact location of the shelter and corrective measure to be taken. a) CONTRACTOR shall repair, replace, remove the shelter or take corrective City or rarriatac Purchasing and Contracts Divistor) measures specified by CITY within two (2) business days of receipt of such notice. b) In the event the CITY determines that a shelter or advertisement within a shelter, constitutes a hazard to persons, pedestrians, property or vehicular traffic or seriously disrupts the public right-of-way, the CITY shall notify CONTRACTOR who shall remove the shelter or advertisement immediately upon receipt of - notice, but no longer than two (2) business days from receipt of verbal or written notification, whichever occurs first. c) In the event the CONTRACTOR fails to repair, replace or remove the shelter within the above -specified periods, the CITY shall have the right to repair, replace or remove and store the shelter at the expense of the CONTRACTOR. d) If a shelter is to be removed under this provision, it may be moved to another location agreed upon between the CITY and CONTRACTOR. e) Upon termination CONTRACTOR shall have sixty (60) days to remove shelters. Upon expiration of sixty (60) days CITY shall have the option to remove and store shelters at CONTRACTORS expense. After sixty (60) days storage CITY shall have the option to dispose of shelters at CONTRACTORS expense. 6. MAINTENANCE It will be the CONTRACTORSs responsibility, at CONTRACTORSs expense, to maintain the shelter site and surrounding area for a minimum distance of ten (10) feet from the shelter to insure that the site is free of trash, high grass, weeds or other rubbish, fumigating the shelter as needed. Trash receptacles shall be located at all shelter sites; the "CONTRACTOR" will provide trash pick up and disposal at no cost to City. Collection and disposal service to be provided by CONTRACTOR on at a minimum one time per week or on a more frequent basis as determined by the City. 7. REPAIR/REPLACEMENT OF PUBLIC/PRIVATE PROPERTY The CONTRACTOR shall repair or replace all structures or facilities on public or private property, which may have been damaged during construction, operation or removal of bus shelters owned by the CONTRACTOR. 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 replacing planting soil, trees, shrubs, grass sod and other ground cover planting as required to conform to the original surface condition and cross-section as specified, and cleanup and removal of all surplus materials, rubbish and trash of every nature remaining after the construction has been completed. The CONTRACTOR further agrees to repair or replace public or private property in a manner acceptable to the CITY. All repairs and replacements shall incorporate materials and methods similar to those used in the original structure, unless otherwise specified. This section shall survive termination of the agreement. City of Tamarac Purchasing and Conrfncrs Division 8. RELOCATION OF SHELTERS In the event of a change in transit stops or other transportation system designations, changes in street design or rights -of -way or changes the CITY deems necessary for the public health, safety, welfare and convenience, or changes in demographics which materially affect the pedestrian and vehicular traffic flow at or near shelters established in connection herewith, the CONTRACTOR, at the CITY's written request, shall relocate a designated shelter to another location mutually agreed to by the CITY and the CONTRACTOR. The expense in connection with such relocation shall be borne by the CONTRACTOR, and the CONTRACTOR shall act expeditiously in order to relocate such shelters, and in the event that a change of street design or right-of-way location shall require the relocation of a shelter, the CONTRACTOR 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. CONTRACTOR shall not place, remove or relocate shelters unless directed to do so in writing by the City. 9. ADVERTISING The CONTRACTOR shall be authorized to sell and install professionally designed, commercial advertising to be placed upon specified shelters as set forth in Exhibit "A". Provided, however, that advertising of tobacco, firearms, massage parlors, adult book stores, adult theaters, adult escort services and pornographic or obscene matters are prohibited. The determination of objectionable, obscene or pornographic advertising shall be the right of the CITY whose decisions on these matters shall be final. All advertising signs shall have a maximum size of forty-eight (48) inches by sixty-nine (69) inches. CONTRACTOR shall provide at a minimum two non advertising shelters at locations designated by City. The CONTRACTOR shall not be obligated to pay CITY for these shelters. CONTRACTOR shall provide space for CITY sponsored advertising messages on a space available basis. In the event space is available for CITY sponsored advertising messages, the CONTRACTOR shall provide the CITY with one (1) advertising panel, per month, for each three (3) shelter locations that are in place from time to time. In no event shall a paying customer be removed from an ad space that the CITY wants to utilize for CITY messages. The CONTRACTOR shall not be responsible for paying for public service message material. The CITY shall provide all necessary materials at its sole cost and expense. However, the CONTRACTOR, will install at no additional cost to the CITY, such public service advertisements within a reasonable time after said advertisements are provided to the CONTRACTOR for installation. City of Tamarac Purchasing arld Contracts Division 10. SHELTER IDENTIFICATION Each shelter shall be identified with a shelter number, the name of the CONTRACTOR and an 800 or local telephone number. 11. TELEPHONE SERVICE CONTRACTOR shall have during working hours personnel to answer the phone when citizens call concerning shelters. A log of complaints about shelters, including the subject of the complaint and the action taken, shall be kept and made available upon CITY request. 12. AVAILABILITY CONTRACTOR shall maintain an office in Broward County and shall within 10 days of award of contract provide with the name, address, phone and fax number of local supervising employee whom City may contact on a 24 hour basis. 13. REPORTS/INSTALLATIONS/MAINTENANCE The CONTRACTOR shall submit to the CITY a quarterly report within fifteen (15) days of the end of each contract quarter with first report due by October 15, 2003. Each report shall contain the following: (a) The location and date of installation of shelters installed during the prior quarter. (b) The location and date of removal of shelters removed during the prior quarter, (c) A listing of all shelters located within the CITY and their locations, at the end of the prior quarter. (d) A record of all maintenance performed including date, shelter location(s) and type of work performed. All reports shall be sent to the CITY's Building Official. The form of the report to be developed by the CONTRACTOR is subject to the approval of the CITY_ The CITY's approval shall not be unreasonably withheld. 14. CONSENT OF PROPERTY OWNER In the event the proposed location or removal of the shelter is on private property or on property owned by a governmental agency other than the CITY, the CONTRACTOR shall provide written consent from the property owner or governmental agency for the s City of Tainat ac; Pinrhasing and Contracts Division location or removal of the shelter on the property. Such written consent shall be submitted with the CONTRACTOR's application for permission to install or remove the shelter. The CITY agrees to cooperate with the CONTRACTOR to help secure said written consent. In the event that a State Shelter Permit is required the CITY shall submit all necessary paper work for said permit on CONTRACTOR's behalf. All costs associated with securing the state permit shall be borne by the CONTRACTOR. Further, the CONTRACTOR shall be responsible for preparing all necessary paper work submitted by the CITY. 15. PAYMENT In consideration of the right, privilege, and license to display advertising on transit bus shelters throughout the CITY, CONTRACTOR agrees to pay CITY a guaranteed rate of: Year 1-3 $30 per shelter -per month Year 4-5 $40 per shelter per month Year 6-7 $50 per shelter per month Year $-9 $67 per shelter per month Year 10 $65 per shelter per month a) CONTRACTOR shall compensate the CITY at the guaranteed rate as set out above or 15% of the net advertising revenues, whichever is greater, beginning on the date the shelter is placed in service or advertising panel installed, whichever is sooner. b) Net Advertising Revenues -The gross annual amount of revenues generated by the CONTRACTOR pursuant to this agreement, less an industry standard deduction of fifteen percent (15%) for licensed marketing and advertising agency commissions when applicable. No other deductions shall be permitted under the term net advertising revenues. c) CONTRACTOR shall remit payment to the CITY on a semi-annual basis with first payment being due January 15, 2004. CONTRACTOR shall submit a report with payment to the CITY's Director of Finance documenting basis of and verifying accuracy of payment. At a minimum, report shall detail the number and location of shelter sites, name(s) of advertiser(s) and the total advertising revenue for the previous six month period. d) Upon renewals guaranteed rate to be remitted by CONTRACTOR to CITY shall increase to $75 per shelter per month for the term of the renewal. 16. DELIQUENCY In the event CONTRACTOR fails to make the payment within 10 business days of date due as hereinabove provided, CONTRACTOR shall pay an interest charge for each day, or a fraction thereof, that payment is late. An Interest Factor shall be based on the prime rate for the Chase Manhattan Bank, N.A. plus one percent (1%). Calculation will be illustrated as follows: 7 City of Tamarac Purchasing and Contracts Division Prime rate + 1%/365 days = Daily Interest Rate, DIRxDays Payment Late = Interest charge (DIR) Note: Regardless of the foregoing, the interest rate referred to in this section will comply with all applicable state laws 17. INSURANCE The CONTRACTOR shall not commence work under this Agreement until it has obtained all insurance under this Paragraph and evidence of such insurance coverage has been approved by the CITY. CONTRACTOR shall obtain at CONTRACTOR's expense all necessary insurance in such form and amount as required by the CITY's Risk and Safety Officer before beginning work under this Agreement including, but not limited to, Workers' Compensation, Commercial General Liability, and all other insurance as required by the CITY, including Professional Liability when appropriate. CONTRACTOR shall maintain such insurance in full force and effect during the life of this Agreement. CONTRACTOR shall provide to the CITY's Risk and Safety Officer certificates of all insurances required under this section prior to beginning any work under this Agreement. The CONTRACTOR will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. CONTRACTOR shall indemnify and hold the CITY harmless for any damages resulting from failure of the CONTRACTOR to take out and maintain such insurance. CONTRACTOR's Liability Insurance policies shall be endorsed to add the CITY as an additional insured. CONTRACTOR shall be responsible for payment of all deductibles and self-insurance retentions on CONTRACTOR's Liability Insurance policies. a. COMMERCIAL GENERAL LIABILITY; The minimum limits of liability shall be as follows: General Aggregate $1,000,000 Each Occurrence $1,000,000 Personal & Advertising $1,000,000 aggregate Injury $1,000,000 each occurrence The CITY shall be named as an additional insured on each policy. b. COMPREHENSIVE AUTOMOBILE LIABILITY: CONTRACTOR shall also carry comprehensive Automobile Liability Insurance, which shall include coverage for "any auto" within minimum combined single limit of $1,000,000. C. WORKERS' COMPENSATION: The CONTRACTOR and its subcontractors shall annually furnish proof of Workers' Compensation and Employer's Liability insurance to the CITY in no less than the minimum limits required by the State of Florida. d. CERTIFICATE OF INSURANCE: The CONTRACTOR and subcontractors shall annually furnish the CITY proof of the insurance required. The COMPANY has provided proof of existing insurance and the certificate is attached as Exhibit "C" to this Agreement. To be acceptable to the CITY each insurance certificate shall name the CITY as an s City of AWW Pour-.hasing and Canba(:ts Division additional insured and should contain a clause substantially as follows: Should any of the above -described policies be canceled or undergo material change before the expiration date, the issuing insurance CONTRACTOR will mail thirty (30) days' written notice to the Risk Manager of the CITY of Tamarac, FL. 18. AMENDMENTS/ ASSIGNMENT OF AGREEMENT a) The Agreement, or any portion of the Agreement, shall not be assigned by CONTRACTOR without prior written consent of CITY, which consent will not be unreasonably withheld. b) Amendments which are consistent with the purposes of this Agreement may be made with the mutual consent of the parties which consent shall be contained in a written document executed with the same formality as the Agreement. 19. NO CONTINGENT FEE CONTRACTOR warrants that it has not unlawfully employed or retained any company or person, other than bona fide employees, consultants or advisors to solicit or secure this Agreement and that it has not unlawfully paid or agreed to pay any company or person any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of this Agreement. This language is not intended to prevent the CONTRACTOR from retaining bona fide consultants and advisors. For the breach or violation of this provision, CITY shall have the right to terminate the Agreement without liability at its discretion and to otherwise recover damages it incur as a result of the termination. 20. RECORDS RETENTION CONTRACTOR shall keep at a location within Broward County accurate and complete records and accounts of all advertising sales, expenses and other business being transacted under this contract throughout the term of the contract, including any options, terms, and for two (2) years following its expiration or cancellation including all extensions. The CONTRACTOR agrees to allow duly authorized agents of the CITY to access any books, documents, papers or records which are directly pertinent to the Agreement for the purposes of making audit examinations, excerpts, and transactions and to maintain all required records for one (1) year after the CITY's final payment and all other pending matters are closed. 21. BANKRUPTCY This agreement shall terminate in the case of bankruptcy (voluntary or involuntary) or insolvency of CONTRACTOR. In the case of bankruptcy, such termination shall take effect on the day and at the time that the bankruptcy action is filed. _-. ---- 9 r City of Tamarac Purchasrnq rind Contracts Division 22. HEADINGS Headings hereon are for convenience of reference only and shall not be considered on any interpretation of this Agreement. 23. COMPLIANCE CONTRACTOR shall promptly comply with all statutes, ordinances, rules, orders, regulations and requirements of all local, state and federal agencies that are applicable to the services rendered under the terms of this Agreement. Furthermore, CONTRACTOR shall secure all applicable permits necessary for the fulfillment of CONTRACTOR's obligations under the terms and conditions of this Agreement. 24. CONSTRUCTION The parties to this Agreement hereby acknowledge that they have fully reviewed this Agreement and have had the opportunity to consult with legal counsel of their choice, have participated in the negotiation and drafting of this Agreement, and therefore, this Agreement is not to be construed against either party as if they were the drafter of this Agreement. 25. LIQUIDATED DAMAGES The CONTRACTOR. shall pay to the CITY $150.00 per day in liquidated damages for any non -monetary breach not cured within the required time frames as set forth in this Agreement. This liquidated damages provision shall not apply to the CONTRACTOR's failure to pay fees as required in Section 15 herein. The liquidated damages shall accrue and be payable on a per diem basis until the breach is corrected_ The imposition of liquidated damages is based on the inability of the parties to ascertain the losses the CITY will suffer because of this non -monetary breach. 26. TIME OF COMMENCEMENT AND SUBSTANTIAL COMPLETION The work to be performed under this Agreement shall be commenced no later than thirty (30) days after execution of the Agreement by the CITY. Shelter installations shall begin within ninety (90) days of execution and be substantially completed no later than April 30, 2004. 27. INDEMNIFICATION The CONTRACTOR shall indemnify and hold harmless the CITY, its elected and appointed officials, employees, and agents from any and all claims, suits, actions, damages, liability, and expenses (including attorneys' fees) in connection with loss of life, bodily or personal injury, or property damage, including loss of use thereof, directly or indirectly caused by, resulting from, arising out of or occurring in connection with the Guy of Tamarac Purchasing rind Cnnlraris givision operations of the CONTRACTOR or its officers, employees, agents, subcontractors, or independent CONTRACTORS, excepting only such loss of life, bodily or personal injury, or property damage solely attributable to the gross negligence or willful misconduct of the CITY or its elected or appointed officials and employees. The above provisions shall survive the termination of this Agreement and shall pertain to any occurrence during the term of this Agreement, even though the claim may be made after the termination hereof. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or Florida Statutes 768.28, as amended from time to time. 28. NON-DISCRIMINATION The CONTRACTOR agrees that it shall not discriminate against any of its employees or applicants for employment because of their age, handicap, race, color, religion, sex, or national origin, and to abide by all federal and State laws regarding non- discrimination. The CONTRACTOR further agrees to insert the foregoing provisions in all subcontracts hereunder except subcontracts for standard commercial supplies or raw materials. Any violation of such provisions shall constitute a material breach of this Agreement. .4' 11116194#Z1014ill!KOD11►IiZ?Lei1101:? CONTRACTOR is an independent CONTRACTOR under this Agreement. Personal services provided by the CONTRACTOR shall be by employees of the CONTRACTOR and subject to supervision by the CONTRACTOR, and not as officers, employees, or agents of the CITY. Personnel policies, tax responsibilities, social security and health insurance, employee benefits, purchasing policies and other similar administrative procedures applicable to services rendered under this Agreement shall be those of the CONTRACTOR. 30. ASSIGNMENT AND SUBCONTRACTING CONTRACTOR shall not transfer or assign the performance required by this Agreement without the prior consent of the CITY. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the CITY. 31. NOTICE Whenever either party desires or is required under this Agreement to give notice to any other party, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended at the following addresses. CITY City Manager City of Tamarac 7525 N.W. 88`" Avenue !1 City of Tamarac. Tamarac, FL 33321 With a copy to City Attorney at the same address. CONTRACTOR Barry Kutun, President Street Furniture Advertising Group, Inc 4040 N. 29 Ave. Hollywood, Florida 33020 With a Copy to: Barry Kutun 2012 Fisher Island Dr. Fisher Island, FL 33105 32. AGREEMENT SUBJECT TO FUNDING Porchasing and Conla�icls Division This agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Tamarac in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 33. VENUE This Agreement shall be governed by the laws of the State of Florida as now and hereafter in force. The venue for actions arising out of this agreement is fixed in Broward County, Florida_ 34, SIGNATORY AUTHORITY The CONTRACTOR shall provide the CITY with copies of requisite documentation evidencing that the signatory for CONTRACTOR has the authority to enter into this Agreement. 35. SEVERABILITY; WAIVER OF PROVISIONS Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The non -enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 36. MERGER; AMENDMENT This Agreement constitutes the entire Agreement between the CONTRACTOR and fr AWL City of Tamarac Piuchasrng and Contracts Division the CITY, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the CONTRACTOR and the CITY. 13 City of Tarrrar ir. Purchasing and Contra(Js Division IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, through its Mayor and signing by and through its , duly authorized to execute same. ATTEST: Marion Swenson, CMC City Clerk & Date ATTEST: (Co Drat Spec tary) 3j Pr(ZR `C j Type/Print Name of Corporate Secy. (CORPORATE SEAL) CITY OF TAMARRAC _ J e Schreiber, Mayor Date Jeffre7L �Mler, City Manager Date Approved as to form and legal sufficiency: Mitchell S. Kraft, City AArney Date CONTRACTOR: ST'Ree.T ivrLr�si-rvRe_ �Duef2�'1s�ti1� Contractor a Q> 20 c0iP, ► j Signet of Presi n ner Type/Print Name of President/Owner / Date ►E City of Tamat ac _ Purchasing and Con(racfs Division CORPORATE ACKNOWLEDGEMENT STATE OF FLORIDA :SS COUNTY OF -a'-w Gk 4• I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared , to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this 2-0 day of _qL4-4� , , 20 03 ignature of Notary Public .� State of Florida at Large � HeDYIE E ow4i 1Mp "1 C5' Cammta W N DW16N24 �i ! l a01# Bonded through r in..ro0 a2s:) , FkWa Notary ..Ann., Ine...i Print, Type or`Stamp Name of Notary Public Personally known to me or Produced Identification PLD( 4Q-35c-d(p6-L� 1-31v- a Type of I.D. Produced ,k DID take an oath, or ❑ DID NOT take an oath 15 EXHIBIT A Existing and Proposed Shelter Locations City of Tamarac Address � ID Qty 7010 University Dr... - McNab Road- East"side N 251 1 7200'University Dr.- In front of Piccadilly Club- East Side 3209 2 7800 University Dr.- In front of Kidney Center - East side r 250 3 7912 University Dr.- Tropical Plants Business - East side 199 4 8290 UniversikDr.- First Medical Bldg. - East side" ,.. 3205� 5 2340 University Dr. - Southgate Blvd. - East Side V 3207 6 v _ 7825 Southgate Blvd - Univers4t Dr.-'Nortti side_ 3230 7 _-� 8299 Universit�i Dr. - Amoco Station - West side 3205 8 7707 University Dr. - Woodmont - West side 3204 g ' 5000 Commercial Blvd. - Sabal Palm - South side ,.�,.N. 4110 10 - 4999 Commercial Blvd. - Sabal Pa-N lm orth side - 5035 11 5825 Univers�br.- Midway Plaza,- West side 5067 `12 McNab Rd. - NW 93 Ave. South side w 2812 13 5705 University Dr. - Midw_ay Piaza -West side ` - 254 14 9910 McNab Rd. North side U 3392 15 5369 SR7 - West slde" ­ 3388 16 V, 6910 McNab Rd. - Nob Hill Road - South side 2827 17 ' 4102 Commercial Blvd. - W of SR 7 - South side- 5097 18 8161 University Dr. - University Club Apts. - West side w 32d8 " 1'9 8799 University Dr. - McNab Rd - West side w W 252 20 8245 NW 88 Ave. - East side 5130- 21 �- 8600 NW 88 Ave..- East side c V 5167 22 _8275 NW 88 Ave.-- West side r 2936 23 J 8759 NW 57 St - North side 4330 24 ..,..,.._ 7911 NW 57 St -North side 4326 25 6734 University ff.-'McNab Rd. - East side 2870 26 SE Corner of Commercial Blvd - SR 7 - fronting `Commercial 61vd.` 1273 27 7400 McNab Road 2$ 9618 Westwood Drive (BCT shelter in City limits) 29 no current shelter -potential sites EXHIBIT Street : =u rn itu re — -- Acvertising SPECIFICATIONS 9' DOME ROOF BUS SHELTER MODEL 9ALD VICPMI Tolar Mfg. Co., Inc. Advertising Model with Perforated Metal Walls • Roof dimensions: 8' 7 7/8" x 4' 8" Height: 7' to bottom of roof perimeter s The roof deSigti ;eature� two circular m1 apes running horizontally. One is used as a rair�� �ut,o-r, iLC other houses the electrical wiring in those shelters which feature lighting in the roof. • The one-piece roof is welded from four lengths of aluminum extrusion, no snap together corners which can be vandalized. • Two roof beams are welded to the roof perimeter for placement of the supporting legs. Roof beams are pre -drilled to facilitate field installation. + Shelter advertising kiosk illuminated by solar lighting provided by others. • 1/4" bronze tint double -wall Lexan Thermoclear twin wall acrylic panels in the roof allow approximately 20% light transmission while completely blocking ultra violet and infrared rays. Lexan panels are secured with flat bars and rubber gaskets, attached by Tek screws. No silicone sealer is required. • 16 gauge perforated metal panels with a custom Victorian style design form the rear wall. The panels are radiused at the top with three 1 '/a" tubes supporting the top panel. Two of the tubes are 44 degrees from center. Two 4" diameter rings accent each side of the perforated panel. The perforated panels have 'A" diameter holes on 3/8" centers and are held in place with stainless steel glass supports which anchor to the concrete pad or sidewalk. 0 Adjustable leveling shoes allow for up to 12" grade variation. • The 2-sided flat back-to-back advertising kiosk features 3/16" clear tempered safety glass panels in the two side -hinged display doors. Tamper proof fasteners secure the doors. • All materials are top quality - we use only ASTM A-36 grade 3.5" schedule 40 pipe for structural steel members and 6063-T6 grade aluminum extrusion with a minimum thickness of 1/8 inch. The color selected for the City of Tamarac is RAL 6005 Moss Green • All of the structure's metal surfaces feature a durable baked polyester powder coat finish, 4-5 ml thick. The powder coating process produces no volatile organic compounds (VOCs). Powder coat finish was created for durability in outdoor use and to withstand graffiti removal solvents. • The shelter is supplied with all hardware, concrete anchors and electrical wiring for site installation. Perforated Metal Bench • 40" perforated metal bench. No back, one anti vagrant bar, durable baked powder coat finish color RAL 6005 Moss Green, zinc anchors Trash Receptacle • 16 Gallon smooth side pole mount trash receptacle, hinged lid, durable baked powder coat finish color RAL 6005 Moss Green, hardware EXHIBIT "Z" TR 10510 Temp. Reso 4 10334 - January 20, 2004 Page 1 Revision 1 — February 5, 2004 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2004- a.Ll A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO APPROVE AND EXECUTE THE ASSIGNMENT, DELEGATION AND RELEASE AGREEMENT AMONG THE CITY OF TAMARAC, STREET FURNITURE ADVERTISING GROUP, INC., AND SHELTER ADS MANAGEMENT INC., FOR THE DESIGN, CONSTRUCTION, INSTALLATION AND MAINTENANCE OF BUS SHELTERS; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on June 25, 2003, the City of Tamarac entered into an Agreement with Street Furniture Advertising Group, Inc. for the design, construction, installation and maintenance of bus shelters, as authorized by Resolution R2003-141, a copy of said Resolution is attached hereto as Exhibit A; and WHEREAS, on December 3, 2003, Street Furniture Advertising Group, Inc. as the Contractor, requested assignment of said Agreement to Shelter Ads Management, Inc., as the Assignee, including all rights, duties and obligations of Street Furniture Advertising Group, Inc., a copy of said request is attached hereto as Exhibit B; and WHEREAS, Shelter Ads Management, Inc. accepted the assignment request by Street Furniture Advertising Group, Inc. via correspondence dated December 16, 2003, a copy of said correspondence is attached hereto as Exhibit C; and WHEREAS, the terms of the original Agreement specifically allow for the assignment of the Agreement, or any portion thereof, with prior written consent of City, a copy of said Agreement is attached hereto as Exhibit D; and Temp. Reso 4 10334 - January 20, 2004 Page 2 Revision 1 — February 5, 2004 WHEREAS, the City, Street Furniture Advertising Group, Inc. and Shelter Ads Management, Inc. desire to enter into the Assignment, Delegation and Release Agreement to formalize the assignment of Street Furniture Advertising, Inc.'s rights, obligations and responsibilities to Shelter Ads Management, Inc. as they pertain to the design, construction, installation and maintenance of bus shelters, a copy of said assignment agreement is attached hereto as Exhibit E; and WHEREAS, the Director of Finance and the Purchasing and Contracts Manager recommend approval and execution of the Assignment, Delegation and Release Agreement among the City of Tamarac, Street Furniture Advertising Group, Inc. and Shelter Ads Management Inc.; and WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interest of the citizens and residents of the City of Tamarac to approve and execute the Assignment, Delegation and Release Agreement among the City of Tamarac, Street Furniture Advertising Group, Inc. and ShelterAds Management, Inc. for the design, construction, installation and maintenance of bus shelters. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution upon adoption hereof. SECTION 2: The appropriate City officials are hereby authorized to execute the Assignment, Delegation and Release Agreement among the City of Tamarac, Street Furniture Advertising Group, Inc. and Shelter Ads Management, Inc. for the design, construction, installation and maintenance of bus shelters. Temp. Reso it 10334 - January 20, 2004 Page 3 Revision 1 — February 5, 2004 SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this 111" day of February, 2004. ATTEST: MAR ION SWENSON, CMC CITY CLERK I HEREBY CERTIFY that have approved this RESOLUTION as to form. t MITC ELL S. RAF CITY ATTO NEY . Jl JOE SCHREIBER ` Mayor RECORD OF COMMISSION VOTE: MAYOR SCHREIBER DIST 1: COMM. PORTNER DIST 2: COMM. FLANSBAUM-TALABISCO DIST 3: COMM. SULTANOF DIST 4: V/M ROBERTS .� .,q Prr�h25ing arrr Coat -acts ri;.ision c A'J7/nJ- JJ / ASSIGNMENT, DELEGATION AND RELEASE AGREEMENT 66 Among CITY OF TAMARAC And STREET FURNITURE ADVERTISING GROUP INC., A FLORIDA CORPORATION And SHELTER ADS MAIvAVt,�"rNT INC., A FLORIDA 'OJRPORATION For ^�SIGi INSTALLATION AND MAINTENANCE OF BL,7 SHELTERS FOR THE CITY OF TAMARAC. THIS ASSIGNMENT, DELtt--:,A L.uEASE AGREEMENT ("Assignment Agreement) is made by and among CITY OF TAMA, .,NC, a political subdivision of the State of Florida with principal offices located at 7525 NW 88 A u ,?nue, Tamarac FL 33321, its successors and assigns, hereinafter referred to as "CITY," through its City Commission. ANL STREET FURNITURE ADVERTISING GROUP INC., A FLORIDA CORPORATION, authorized to do business in the State of Florida, with principal offices located at 4040 N. 29" Avenue, Hollywood FL 33020, its successors and assigns, hereinafter referred to as "CONTRACTOR" UZUR SHELTER ADS MANAGEMENT INC., A FLORIDA CORPORATION, authorized to do business in the State of Florida, with principal offices located at 19589 NE 10'h Avenue, North Miami FL 33179, its successors and assigns, hereinafter referred to as "ASSIGNEE." WITNESSETH WHEREAS, CITY utilized due diligence in seeking responses from qualified firms to design, install and maintain bus shelters for the citizens of the City of Tamarac; and WHEREAS, CONTRACTOR, on the basis of Proposal made to CITY (dated March 26, 2003) was selected by CITY to provide this service and entered into an agreement ("Agreement") with CITY dated June 25, 2003, with an effective date of July 3, 2003; and WHEREAS, CONTRACTOR has requested the assignment of all rights, duties and obligations of CONTRACTOR under said Agreement; and WHEREAS, ASSIGNEE agrees to accept all rights, duties and obligations of said Agreement on behalf of Contractor; and WHEREAS, the parties desire to enter into this Assignment Agreement in order to formalize the assignment of CONTRACTOR's rights, obligations and responsibilities under this Agreement with respect to designing, installing and maintaining bus shelters for CITY for the remainder of the term of this Agreement. NOW, THEREFORE, IN CONSIDERATION of the mutual terms, conditions, promises, covenants, and payments hereinafter set forth, CITY, CONTRACTOR and ASSIGNEE agree as follows: 1.. DEFINED TERMS; RATIFICATION; CONFLICTS 1.1 DEFINED TERMS. All defined terms in this Assignment Agreement shall have the same meaning as in the Agreement except as otherwise noted. 1.2 RATIFICATION. Except as amended and modified by this Assignment Agreement, all of the terms, covenants, conditions, and agreements of the Agreement are hereby ratified and shall remain in full force and effect. 1.3 CONFLICTS. In the event of any conflict between the provisions of the Agreement and the provisions of this Assignment Agreement, the provisions of this Assignment Agreement shall control. 2. EFFECTIVENESS The Effective Date of this Assignment Agreement shall be February 15, 2004. The assignment is expressly sub'ect t and conV nt upon the approval and execution of this Assignment Agreement. ___ _ _____ 3. ESTOPPEL fl, �� t" ~` Rid o The Agreement is the sole agreement pertaining to the assignment of the Agreement by Street Furniture Advertising Group, Inc., a Florida Corporation, including the rights, duties and obligations of CONTRACTOR. Neither CITY nor CONTRACTOR has given a notice of default under the Agreement to the other party, neither CITY nor CONTRACTOR is in default of its obligations under the Agreement. CITY and CONTRACTOR acknowledge and agree that all obligations of the parties under the Agreement up to the Effective Date of this Assignment Agreement have been fully performed and paid for by the respective parties. u f �U!"7iic C"s Division (•!i'J , , ,�.,11"?r C 41._.... 5. ..-� J (r __._. 4. ASSIGNMENT AND DELEGATION 4.1 CONTRACTOR does hereby assign and delegate to ASSIGNEE, all of its right, title and interest in and to the Agreement including all right, title and interest in all reports, documents, or other data prepared and/or provided by CONTRACTOR thereunder in connection with or related to the Agreement. 4.2 ASSIGNEE hereby accepts the assignment and delegation of the Agreement and releases CONTRACTOR from all its obligations under the Agreement after the Effective Date of this Assignment Agreement. ASSIGNEE further agrees to assume all of CONTRACTOR's obligations thereunder and agrees to perform and keep all of the terms, conditions, covenants, agreements, liabilities and obligations to be performed thereunder from and after the Effective Date of this Assignment Agreement. 4.3 CITY hereby acknowledges and consents to the assignment and delegation by CONTRACTOR to ASSIGNEE of the Agreement as set forth herein, and ASSIGNEE agrees to perform its obligations hereunder and be bound to CITY pursuant to the terms of the Agreement. 5. RELEASE CITY and CONTRACTOR hereby release and forever discharge each other for all agreements, promises and obligations which each party had, now has or may have, against each other arising out of, related to, or in connection with the rights and obligations granted and accruing under the Agreement. 6. AMENDMENT OF TERMS AND CONDITIONS OF ORIGINAL AGREEMENT 6.1 On the Effective Date of this Assignment Agreement, all references in the Agreement to "CONTRACTOR" shall be deemed to refer to "ASSIGNEE" in order to effectuate the intent of the parties under this Assignment Agreement. 6.2 ARTICLE 5, NOTICE, of the Agreement is hereby amended by deleting the address for the current CONTRACTOR and inserting the following for ASSIGNEE deemed CONTRACTOR after the Effective Date of this Assignment Agreement: CONTRACTOR Eric Nadel, President Shelter Ads Management, Inc. 19589 NE 101" Avenue North Miami FL 33179 ty of Tar,,clri(' 'ulcrtaslr'q_ and Contracts Division ----_.___ -- 7. APPLICABLE LAW AND VENUE This Agreement shall be governed by the laws of the State of Florida as now and hereafter in force. The venue for actions arising out of this agreement is fixed in Broward County, Florida. 8. THIRD PARTY RIGHTS Nothing in this Assignment Agreement shall be construed to give any rights or benefits to anyone other than CITY, CONTRACTOR or ASSIGNEE. 9. SUCCESSORS AND ASSIGNS This Assignment Agreement shall inure to and be binding upon the authorized successors and assigns of the parties. 10. WHEREAS CLAUSES The information contained in the Whereas Clauses set forth above is true and correct, and is hereby incorporated into the body of this Assignment Agreement. 11. MULTIPLE ORIGINALS Multiple copies of this Assignment Agreement may be executed by all parties, each of which, bearing original signatures, shall have the force and effect of an original document. 4 City of Tam lrac '�11117ha4ftl.(7 and ('onlrjcts Divijior7 IN WITNESS WHEREOF, the parties hereto have made and executed this Assignment: CITY OF TAMARAC signing by and through its Mayor and City Manager, duly authorized to execute same; CONTRACTOR, signing by and through its President, duly authorized to execute same and ASSIGNEE, signing by and through its President, duly authorized to executed same. ATTEST: Marion -Swenson, CIVIC City Clerk Date CITY OF TAMARAC 0 Schreiber, Mayor ,��-/� Vic` y .._.. _b -ate Je f yL. illerMana , City ger f i Date: .--"--Ap rov d �a,8 f 7leg uffi iency: Mitchell Kraft, ty//A t7e�y �;30 uo-, t.;ity el 7,;tfr7& T .- r! 3sing .Ana Conir cts Div!;'ion ASSIGNMENT, DELEGATION AND RELEASE AGREEMENT AMONG CITY OF TAMARAC AND STREET FURNITURE ADVERTISING GROUP, INC., A FLORIDA CORPORATION AND SHELTER ADS MANAGEMENT, INC., A FLORIDA CORPORATION, FOR THE DESIGN, INSTALLATION AND MAINTENANCE OF BUS SHELTERS FOR THE CITY OF TAMARAC. ATTEST (Corpor to Se rota ) Type/Print Name of Corporate Secretary iCORPORATE SEAL.) WITNESSES r Print Name Signature Date CONTRACTOR STREET FURNITURE ADVERTISING GROUPC. Signat a of Pr d nt Barry Kutun Type Name of President \�- �G`t Date Print Name , Sign �re Date 04., 0 ( It ' 1 7rr 3r,�i' �:11'C.rl SIr1Ct and Cnr,tr ;t, prvtsiUr ACKNOWLEDGEMENT STREET FURNITURE ADVERTISING GROUP, INC. STATE OF FLORIDA :SS COUNTY OF : I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared Barry Kutun, President of Street Furniture Advertising Group, Inc., a Florida Corporation, to me known to be the person(s) described herein and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this 20 0-1 . IV . V SCOTT C. BLANK My Comm Exp. +/1W5 No. DD OQW7 [I Otlwr 4R 1 day ofA,yv.a�� NO ARY PUBLIC State of Florida at Large (Name of Notary Public: Print, Stamp, or Type as Commissioned) ❑ Pe onally known to me or Produced Identification Type of I.D. Produced (DID take an oath, or ❑ DID NOT take an oath. 1 4w_ ;rc. i.y r'G ad ?U "c:r';f"�]C[:; _. Dr7 to � � �rv�::r ASSIGNMENT, DELEGATION AND RELEASE AGREEMENT AMONG CITY OF TAMARAC AND STREET FURNITURE ADVERTISING GROUP, INC., A FLORIDA CORPORATION AND SHELTER ADS MANAGEMENT, INC., A FLORIDA CORPORATION, FOR THE DESIGN, INSTALLATION AND MAINTENANCE OF BUS SHELTERS FOR THE CITY OF TAMARAC. ATTEST: (Corporate Secretary) Type/Print Name of Corporate Secretary (CORPORATE SEAL) WITNESSES Print Name, G.< Signature Date ASSIGNEE SHELTER ADS M N9GEMENT, INC. Signature of President Eric Nadel Type Name of President i(�T1G�. Date Print Name Signature Y Date 4 a,7d L : 01JIS;00 r P ACKNOWLEDGEMENT SHELTER ADS MANAGEMENT, INC. STATE OF FLORIDA : :SS COUNTY OF I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared Eric Nadel, President of Shelter Ads Management, Inc., a Florida Corporation, to me known to be th so s) described herein and who executed the foregoing instrument and acknowledged before me that(b /she executed the same. WITNESS my hand and official seal this 20 o Y. .,��►"Y Susan Dewitt � s --Commission #DD253833 Expires: Nov 01, 2001 Atlenti Bonding CO., Inc. / S, day of d A AJv /f re t , 114'614_ 1... i �(zd- NOTARY PUBLIC State of Florida at Large 1-T /V o r It5-..5-t 4— (Name of Notary Public: Print, Stamp, or Type as Commissioned) Personally known to me or ❑ Produced Identification Type of I.D. Produced []DID take an oath, or ❑ DID NOT take an oath. a Street Furniture I - Advertising Street Furniture Ads urtising Group Inc EXHIBIT "Cm T.R. 10335 RECE,/Ep ' December 3rii, 2003 (Original Sent by Registered Mail, Returp,�,�geipt.Requested) Lam.'' II 11 u f' ! -' a. if 2't PAC Hon. Jeffrey L. Miller 8U,LD. Jla D��T. City Manager City of Tamarac 7525 N.W. 88`h Ave. Tamarac, FL 33321 RE: Notice of Assignment and Transfer of Bus Shelter Contract Dear Mr. Miller: Pursuant to Paragraph 31 of the agreement between the City of Tamarac and Street Furniture Advertising Group, Inc. for the installation and maintenance of bus shelters, effective July 3rd, 2003, please be advised of the following: 1. Street Furniture Advertising Group, Inc. has entered into an agreement to assign and transfer all of its rights and obligations under said contract with the City, subject to Paragraph 30 of said agreement providing for the prior consent of the City, to Shelter Ads Management, Inc., a Florida corporation with offices at 19589 N.E. 10`h Ave., Miami, FL 33179. 2. The assignment and transfer of the contract is subject to the consent of the City and approval of the bus shelter design being modified to the use of 13 foot shelters, in place of 9 foot shelters, where applicable, with a V-Box designed illuminated ad panel. The bus shelter is the exact design and same manufacturer as approved under the existing contract. We are prepared to meet with the designated appropriate personnel to discuss approval of the revised shelter size. 3. Shelter Ads Management, Inc. is prepared to begin installation of the bus shelters at the rate of 5 per month, pursuant to Paragraph 4(d) of the contract beginning on March I", 2004. Could you please call me to set up meetings regarding design approval of the bus shelter size change as soon as possible? Sin rely, Brr Kt� Y reside{tt i cc: Mitchell Kraft, Esq., Tamarac City Attorney Gary B. Jones, Director. Tamarac Building Dept. Eric Nadel, President, Shelter Ads Management, Inc. CCP Y 4040 N. 29th Ave., Hollywood, FL 33020; Tel (954) 367-1440; Fax (954) 367-1443 11/91.-'05 16:41 FAl 954 """ 2408 - (`1TY-TA)LARAC-PURCHA5ING imUu2 EXHIBIT "Y r City of Tamarac rr.., �-Y T.R. 10335 a ■ "Committed to ,Excellence...Always" PurchosilnD and Contracts Divislon ©ecembsr 3l . 2003 Mr. Eric Nadel Shelter Ads Management, Inc. 19589 NE 101' Avenue North Miami, FL 331713 Subject. Assignment of Contract for Furnishing of Bus Shelters Dear Mr. Nadel: This letter is written in confirmation of the understanding& reached during the December 30. 2003, conference Call between you, City of Tamarac Building S Code Compliance Olrector Gary Jones, and myself. During the meeting. we discussed issues related to the requested contract assignment from Street Furniture Advertising Group, Incorporated, and your firm, Senoh Ads, Incorporated, as wall issues related to the scope of the contract. As a result of our conference call, we arrived at consensus on the following issues: 1. The facsimile note to Keith ' G3antz", dated December 23, 2003, is no longer appliaabie to the contract. The fax was replaced by a facsimile note dated Deoemb9r 23, 2003, to GaryJones. 2. In confirmation of, and in addition to the facsimile to Mr. Jones, we have agreed to the fallowing: a. Tho contract assignment shall be accommodated through a three -party Assignment Agreement to be considered by the Tamarac City Commission during January, 2004, the text of which is currently under review by the City Attorney. b. Any changes to the contract stops shall bo accbmplished under a separate Agreement, and shall be considered by the City Commission separately from the Assignment request. C. All shelters shall be uniform in size for purposes of consistency and standardization. The current design featuring 9' shelters with flat illuminated panels will be replaced by 13' shatters with illuminated V-box panels. d. The locations for the shelter installation shall remain at twenty-eight (28) as indicated in the current contract agreement. e. The commencement of shelter installation Will kae postponed to Marc 1, 2004. f. The shelters shal! be exclusively powered by use of solar panels. I n (-c 5,5 �/�G ' l CIS 7525 MN 881h Avenue ■ Tamcv�, FtanCa 33?21-2�p' (�54) 724.245C ■ -cx ('54) 72 2ApB ■ www•.ta roc.c'9 .PUPS 4�Gvc'.utitY=fr�7�oyCr J�.l,/ 19/31/03 10:41 PAIL 934 "_y 2408 CITY-TA)ARAC-PURCHAST;G Iona c Oty of iamarao w .., PurchAsinrg and Contracts Dr6slon Please take the time to once again review the points listed herein. If you agree that this summary correctly reflects tha understandings reached during our December 30, 2003, conference call, please sign the "I Agree" line shown below. If you feel that this does not reflect the understanding, sign the "I disagree" line, and gatall any corrections that you feel should be made. Onoe you have completed this process, please fax a copy to moat (954) 724-2408, and follow-up the fax by aending a copy with an original eignature to me at the following address: Mr. Keith K. Glatz Purchasing & Contracts Manager City of Tamarac 7525 NW 130 Ave. Tamarraa, FL 33321 I took forward to receiving your rapid response. Sincerely, Keith K. Glatz, CPPO Purchasing & Contracts Manager C; Gary Jones, Director of Building and Code Compliance Diane Phillips, Assistant to the City Manager Dona Newman, Director of Finance The points in this correspondence accurately reflect the understandings reached during the December 30, 2003, Conference Call between Mr, F-ric Nadel, Mr. Gary Jones and Mr. Keith Glatz. I Agree; (Signature) Please return via fax to (954) 724.2408 I Disagree: (Signature) Changes to agreement: E. Commencement of installation should be 90 days from city transfer of the agreement. F. Unless approved by the city for the use of electric power instead. TZ Of .......... ........... ..... ............ ......... -XW Street -urn iture Ac ve r-.i s i ng SPECIFICATIONS 9' DOME ROOF BUS SHELTER MODEL 9ALD-VICPMI Tolar Alfg. Co., Inc. Advertising Model with Perforated Metal Walls • Roof dimensions: 8' 7 7/8" x 4' 8" Height: 7' to bottom of roof perimeter • The roof deci o 'e.an.re• two ;�ircular:;hapes running hoii/ontally. One is used as a rail, other houses the electrical wiring in those shelters which feature lighting in the roof. * The one-piece roof is welded from four lengths of aluminum extrusion, no snap together corners which can be vandalized. • Two roof beams are welded to the roof perimeter for placement of the supporting legs. Roof beams are pre -drilled to facilitate field installation. r Shelter advertising kiosk illuminated by solar lighting provided by others. • 1/4" bronze tint double -wall Lexan Thermoclear twin wall acrylic panels in the roof allow approximately 20% light transmission while completely blocking ultra violet and infrared rays. Lexan panels are secured with flat bars and rubber gaskets, attached by Tek screws. No silicone sealer is required. 0 16 gauge perforated metal panels with a custom Victorian style design form the rear wall. The panels are radiused at the top with three 1 '/4" tubes supporting the top panel. Two of the tubes are 44 degrees from center. Two 4" diameter rings accent each side of the perforated panel. The perforated panels have diameter holes on 3/8" centers and are held in place with stainless steel glass supports which anchor to the concrete pad or sidewalk. Adjustable leveling shoes allow for up to 12" grade variation. • The 2-sided flat back-to-back advertising kiosk features 3/16" clear tempered safety glass panels in the two side -hinged display doors. Tamper proof fasteners secure the doors. • All materials are top quality - we use only ASTM A-36 grade 3.5" schedule 40 pipe for structural steel members and 6063-T6 grade aluminum extrusion with a minimum thickness of 1 /8 inch. The color selected for the City of Tamarac is RAL 6005 Moss Green • All of the structure's metal surfaces feature a durable baked polyester powder coat finish, 4-5 rill thick. The powder coating process produces no volatile organic compounds (VOCs). Powder coat finish was created for durability in outdoor use and to withstand graffiti removal solvents. w The shelter is supplied with all hardware, concrete anchors and electrical wiring For site installation. Perforated Metal Bench • 40" perforated metal bench. No back, one anti vagrant bar, durable baked powder coat finish color R,kL 6005 Moss Green, zinc anchors Trash Receptacle • 16 Gallon smooth side pole mount trash receptacle, hinged lid, durable baked pov.der coat finish color RAL 6005 Moss Green, hard,,�are ... ....... .......... k �rM1FIIICO. LAR MFG. lNC. MODEL 13ALD-VICPMSFL 13' ADVERTISING BUS SHELTER - TAMARAC Dome Roof Model -Custom Victorian Style Perforated Metal SPECIFICATIONS • Roof dimensions: 12'7 7/8" x 4'8" Height: 7' to bottom of roof perimeter • The roof design features two circular shapes running horizontally. One is used as a rain gutter, the other houses electric wiring for the overhead security lighting. 0 The one piece roof is welded from four lengths of aluminum extrusion; there are no snap together corners which can be easily vandalized. • Two roof beams are welded to the roof perimeter; one for placement of the advertising kiosk, the other for placement of the supporting legs. The supporting leg beam also houses the overhead security lighting fixture. • Standard shelter lighting is solar provided by others. • Roof beams are pre -drilled to facilitate field installation. • 1/4" bronze tint double -wall Lexan Thermoclear twin wall acrylic panels in the roof allow approximately 20% light transmission while completely blocking ultra violet and infra -red rays. Lexan panels are secured with flat bars and rubber gaskets, attached by Tek screws. No silicone sealer is required. • 16 gauge perforated metal panels with a custom Victorian style design form the rear wall. The panels are radiused at the top with three 1 '/4" tubes supporting the top panel. Two of the tubes are 44 degrees from center. Two 4" diameter rings accent each side of the perforated panel. The perforated panels have '/4" diameter holes on 3/8" centers and are held in place with stainless steel glass supports which anchor to the concrete pad or sidewalk. a Two 3" steel pipe legs support the roof structure opposite the advertising kiosk, the advertising kiosk has three legs. • The 2-sided 48" "Semi-V" angled advertising kiosk features fluorescent lighting and holds the standard size bus shelter poster 48" x 68". • The two side- hinged advertising kiosk doors have 3/16" clear tempered safety glass panels. Tamper proof fasteners are used to secure the doors. • Five adjustable leveling feet allow up to 12" variations in grade. a The shelter is supplied with all hardware, concrete anchors and electrical wiring for site installation. • All materials are top quality - we use only ASTM A-36 grade 3.5" minimum schedule 40 pipe for structural steel members and 6063-T6 grade aluminum extrusion with a minimum thickness of 1/8 inch. • All of the structure's metal surfaces feature a durable baked polyester powder coat finish, 4-5 ml thick. The powder coating process produces no volatile organic compounds (VOCs). Powder coat finish was created for durability in outdoor use and to withstand graffiti removal solvents. The city of Tamarac has selected RAL 6005 Moss Green a All bolts, washers and hardware are included. EXHIBIT T TR 10510 Temp. Reso # '10335 - January 20, 2004 Page 1 Revision 1 — February 5, 2004 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2004- A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO APPROVE AND EXECUTE AMENDMENT #1 TO THE AGREEMENT BETWEEN THE CITY OF TAMARAC AND SHELTER ADS MANAGEMENT INC. FOR THE DESIGN, CONSTRUCTION, INSTALLATION AND MAINTENANCE OF BUS SHELTERS; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on June 25, 2003, the City of Tamarac entered into an Agreement with Street Furniture Advertising Group, Inc. for the design, construction, installation and maintenance of bus shelters by Resolution R2003-141, a copy of said Resolution is attached hereto as Exhibit A; and WHEREAS, on February 11, 2004, the City Commission approved the Assignment, Delegation and Release Agreement among the City of Tamarac, Street Furniture Advertising Group, Inc. and Shelter Ads Management, Inc., assigning all rights, duties and obligations under the original Agreement dated June 25, 2003 to Shelter Ads Management, Inc., a copy of said assignment agreement is attached hereto as Exhibit B; and WHEREAS, in correspondence dated December 3, 2003, Street Furniture Advertising Group, Inc. requested the assignment and transfer of the Agreement to Shelter Ads Management, Inc., modification of the original shelter design from a 9' shelter with flat advertising panels to a 13' shelter with V-box advertising panel, and a change in the time of installation commencement, a copy of Street Furniture Advertising Group, Inc.'s request is attached hereto as Exhibit C; and Temp. Reso ;7 10335 - January 20, 2004 Page 2 Revision 1 — February 5, 2004 WHEREAS, Shelter Ads Management, Inc. has validated the request to assign and transfer the agreement, modify the shelter design and adjust the time of installation commencement, as evidenced by Shelter Ads Management Inc.'s signature of acknowledgement on City correspondence dated December 31, 2003, a copy of said correspondence is attached hereto as Exhibit D; and WHEREAS, the requested modifications to the shelter design, from a 9' shelter with flat advertising panels to a 13' panel with V-box advertising panel, do not materially alter the architectural style or aesthetics of the original shelter design, as evidenced by specifications and renderings provided by the manufacturer, Tolar Manufacturing Co., Inc., attached hereto as Exhibit E; and WHEREAS, City staff has determined that the extension of time to begin installation of the shelters within ninety (90) days of execution of the assignment agreement, and subsequent modification of the installation completion deadline to October 31, 2004 is not unreasonable under the circumstances; and WHEREAS, there are no other changes to the terms or conditions of the original Agreement; and WHEREAS, Shelter Ads Management, Inc. has executed Amendment #1 to the Agreement, a copy of said amendment is attached hereto as Exhibit F; and WHEREAS, the Director of Finance and the Purchasing and Contracts Manager recommend approval and execution of Amendment #1 to the Agreement between the City of Tamarac and Shelter Ads Management Inc.; and Temp. Reso # 10335 - January 20, 2004 Page 3 Revision 1 — February 5, 2004 WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interest of the citizens and residents of the City of Tamarac to approve and execute Amendment #1 to the Agreement between the City of Tamarac and Shelter Ads Management Inc. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution upon adoption hereof. SECTION 2: The appropriate City officials are hereby authorized to approve and execute Amendment #1 to the Agreement between the City of Tamarac and Shelter Ads Management, Inc. for the design, construction, installation and maintenance of bus shelters. SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. Temp. Reso # 10335 - January 20, 2004 Page 4 Revision 1 — February 5, 2004 SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this 11`h day of February, 2004. MARION SWENSON, CMC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. MITCHELL S. KRAFT CITY ATTORNEY/ JOE S�CHREIBER r Mayor RECORD OF COMMISSION VOTE: MAYOR SCHREIBER DIST 1: COMM. PORTNER DIST 2: COMM. FLANSBAUM-TALABIS O . DIST 3: COMM. SULTANOF DIST 4: VIM ROBERTS ��_ 7 AMENDMENT #1 TO AGREEMENT BETWEEN THE CITY OF TAMARAC AND SHELTER ADS MANAGEMENT, INC. The CITY OF TAMARAC ("City'), a municipal corporation of the State of Florida, with principal offices located at 7525 NW 881h Avenue, Tamarac, FL, and Shelter Ads Management, Inc., a Florida corporation, with principal offices located at 19589 NE 10th Avenue, North Miami, Florida 33179, ("Contractor") agree to amend the Agreement for the Design,' Installation and Maintenance of Bus Shelters for the City of Tamarac June 25, 2003, with an effective date of July 3, 2003, and assigned on February 15, 2004, as follows: Amend section 2. "Term", paragraph 2 as follows: CONTRACTOR shall begin installation of shelters not later than ninety (90) days from execution of agreornent Assignment. Delegation and Release Agreement or on a space available basis. 2. Amend section 26. "Time of Commencement and Substantial Completion" as follows: The work to be performed under this Agreement shall be commenced no later than (30) days after the execution of the Assignment Agreement by the CITY. Shelter installations shall begin within (90) days of execution and be substantially completed no later than April 30 October 31, 2004. 3. Exhibit B of the original agreement shall be amended as follows: Replace the existing Exhibit B, with the Revised Exhibit B, dated January 15, 2004, which replaces the original Tolar Mfg. Model 9ALD-VICPM2 9' Dome Roof Bus Shelter with a Tolar Model 13ALD-VICPMSFL 13' Dome Roof Bus Shelter and replacing the flat advertising panels with a V-box advertising panel, in accordance with the specifications shown on the Revised Exhibit B. All other provisions of the original agreement remain in effect as written. Words struck through are deletions from the agreement. Words underlined are additions to the agreement 9�j j0q IN WITNESS WHEREOF, the parties hereby have made and executed this Amendment to Agreement on the respective dates under each signature, the City of Tamarac signing by and through its Mayor and City Manager, and Shelter Ads Management, Inc., signing by and through its President, duly authorized to execute same. CITY OF TAMARAC .Joe Schreiber, Mayor Date ATTEST: Jeffrey . MilTer, City Manager J Marion Swenson, CIVIC Date City Clerk J Ap rm nd sufficiency: Date R Mitchell 5 raft, ity A rney Date Gent-acrs '?iv1S.'O!7 c ATTEST: i i (Corporate Secretary) Shelter Ads Management, Inc. Company Name Signature of President Eric Nadel Type/Print Name of Corporate Secy, Type/Print Name of President (CORPORATE SEAL) Date CORPORATE ACKNOWLEDGEMENT STATE OF FLORIDA ... ) :SS COUNTY OF � ` i / : I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared Eric Nadel, President of Shelter Ads Management, Inc., a Florida Corporation, to me known to be the person(s) described in the foregoing instrument and acknowledged before me that he/she executed the same. —7 WITNESS my hand and official seal this ;4 day of 0 4. u , 2004. j i FM a GARM iNoaq hdc - a CnYdn boC19p4e n4*d ddNo1WVAun.l Signature of Ndlar y'Public State of Florida at Large Print, Type or Stamp Name of Notary Public El --" -Personally known to me or ❑ Produced Identification Type of I.D. Produced ❑ DID take an oath, or ❑ DID NOT take an oath. REVISED EXHIBIT "B" T im TOLAR MFG. CO. INC. MODEL 13ALD-VICPMSFL 13' ADVERTISING BUS SHELTER- TAMAR-kC Dome Roof iNiodel-Custom Victorian Style Perforated Metal SPECIFICATIONS • Roof dimensions: 12'7 7/8" x 4'8" Height: 7' to bottom of roof perimeter • The roof design features two circular shapes running horizontally. One is used as a rain gutter, the other houses electric wiring for the overhead security lighting. • The one piece roof is welded from four lengths of aluminum extrusion; there are no snap together corners which can be easily vandalized. • Two roof beams are welded to the roof perimeter; one for placement of the advertising kiosk, the other for placement of the supporting legs. The supporting leg beam also houses the overhead security lighting fixture. • Standard shelter lighting is solar provided by others. • Roof beams are pre -drilled to facilitate field installation. • 1/4" bronze tint double -wall Lexan Thermoclear twin wall acrylic panels in the roof allow approximately 20% light transmission while completely blocking ultra violet and infra -red rays. Lexan panels are secured with flat bars and rubber gaskets, attached by Tek screws. No silicone sealer is required. • 16 gauge perforated metal panels with a custom **,,-ictorian style design form the rear wall. The panels are radiused at the top with three 1 '/4" tubes supporting the top panel. Two of the tubes are 44 degrees from center. Two 4" diameter rings accent each side of the perforated panel. The perforated panels have '/" diameter holes on 3/8" centers and are held in place with stainless steel glass supports which anchr­ +he concrete pad or sidewalk. • Twc :,'Lci pipe legs support the roof structure opposite the advertising kiosk, the advertising kiosk has three legs. • The 2-sided 48" "Semi-V" angleci .;avertiSing kiosk features fluorescent lighting and holds the standard size bus shelter poster 48" x 68". • The two side- hinged advertising kiosk doors have 3i16- cic=r temnered safety glass panel-. Tamper proof fasteners are used to secure the doors. • Five adjustable leveling feet allow up to 12" variations in grade. • The shelter is supplied with all hardware, concrete anchors and electrical wiring for site installation. • All materials are top quality - we use only ASTM A-36 grade 3.5" minimum schedule 40 pipe for structural steel members and 6063-T6 grade aluminum extrusion with a minimum thickness of 1/8 inch. • All of the structure's metal surfaces feature a durable baked polyester powder coat finish, 4-5 ml thick. The powder coating process produces no volatile organic compounds (VOCs). Powder coat finish was created for durability in outdoor use and to withstand graffiti removal solvents. The city of Tamarac has selected RAL 6005 Moss Green • All bolts, washers and hardware are included. Perforated Metal Bench • 40" perforated metal bench. No back, one anti vagrant bar, durable baked powder coat finish color RAL 6005 Moss Green, zinc anchors Trash Receptacle • gallon smooth side pole mount trash receptacle, hinged lid, durable baked powder coat finish color &kL 6005 Moss Green, hardware This shelter, bc-ich and trash receptacle carry a one-year warranty. EXHIBIT B Lure c isin SPECIFICATIONS 9' DOME 'ROOF BUS SHELTER "IODE1.. '1ALD VICPMI Tolar All, ;. ' .o , Inc. Advertising Model with P( -rated Metal Walls • Roof dimensions: 8' 7 7/8" x 4' 8" .Ypight: 7' to bottom of roof perimeter C)ne is used a$ a rair� Uni"r, ti,c • The roof d4sigi� ;eaturE- two i.i;cular sl;ap.:s running � other houses the electrical wiring in those shelters which feature leg, ,Z in the roof • The one-piece roof is welded from four lengths of aluminum extru_. snap together cz;oleis which can be vandalized. • Two roof beams are welded to the roof perimeter for placement of the supporting leg: beams are pre -drilled to facilitate field installation. • Shelter advertising kiosk illuminated by solar lighting provided by others. • 1/4" bronze tint double -wall Lexan Thermoclear twin wall acrylic panels in the roof al approximately 20% light transmission while completely blocking ultra violet and infrared rr, Lexan panels are secured with flat bars and rubber gaskets, attached by Tek screws. No silia sealer is required. • 16 gauge perforated metal panels with a custom Victorian style design form the rear wall. The panels are radiused at the top with three 1 14" tubes supporting the top panel. Two of the tubes are 44 degrees from center. Two 4" diameter rings accent each side of the perforated panel. The perforated panels have ``/4" diameter holes on 3/8" centers and are held in place with stainless steel glass supports which anchor to the concrete pad or sidewalk. • Adjustable leveling shoes allow for up to 12" grade variation. The 2-sided flat back-to-back advertising kiosk features 3/16" clear tempered safety glass panels in the two side -hinged display doors. Tamper proof fasteners secure the doors, All materials are top quality - we use only ASTM A-36 grade 3.5" schedule 40 pipe for structural steel members and 6063-T6 grade aluminum extrusion with a minimum thickness of 1/8 inch. The color selected for the City of Tamarac is RAL 6005 Moss Green All of the structure's metal surfaces feature a durable baked polyester powder coat finish, 4-5 ml thick. The powder coating process produces no volatile organic compounds (VOCs). Powder coat finish was created for durability in outdoor use and to withstand graffiti removal solvents. • The shelter is supplied with all hardware, concrete anchors and electrical wiring for site installation. Perforated Metal Bench 40" perforated metal bench. No back, one anti vagrant bar, durable baked powder coat finish color RAL 6005 Moss Green, zinc anchors Trash Receptacle 16 Gallon smooth side pole mount trash receptacle, hinged lid, durable baked powder coat finish color RAL 6005 Moss Green, hardware of rAM �, • 'ter • Purchasing and Contracts Division April 15, 2004 Mr. Eric Nadel Shelter Ads Management, Inc. 19589 NE 10t" Avenue North Miami, FL 33179 Dear Mr. Nadel: City of Tam,;; ac FILE -COPY "Committed to Excellence,..Alwoys" :X 0 w non w1 ' 05 0 The City Building Official has recently notified me that there has been no evidence of any action on the part of your firm to comply with the City of Tamarac Agreement for the provision of bus shelters which was assigned to your firm at the Regular Meeting of the City Commission held on February 11, 2004. Specifically, the Building and Code Compliance Department has not received any applications for required building permits, which must be submitted with complete plans and shop drawings. Permits must be issued prior to your firm beginning any work within the City. As you know, work was to have commenced no later than 30 days after the execution of the Assignment Agreement (March 11, 2004), and installation must begin no later than 90 days after the execution of the Assignment Agreement (May 11, 2004). As a matter of reference, this is stated in Section 26 of your agreement as follows: "26 Time of Commencement and Substantial Completion: The work to be performed under this Agreement shall be commenced no later than (30) days after the execution of the Assignment Agreement by the CITY. Shelter installations shall begin within (90) days of execution and be substantially completed no later than October 31, 2004." We must now insist that your firm comply with the contract requirements, and provide the necessary permit requests, complete with all appropriate information, to Mr. Ken McIntyre of the City's Building and Code Compliance Department no later than April 22, 2004. Failure to comply with this requirement may result in punitive action being taken by the City. Please contact me if you have any questions at (954) 724-1322, or Ken McIntyre at (954) 724-1255. Sincerely, Keith K. Glatz, CPPO Purchasing & Contracts Manager c: Diane Phillips, Assistant to the City Manager Gary Jones, Building Official Ken McIntyre, Building Operations Manager Dona Newman, Director of Finance Patty Tomaszewski, Risk and Safety Manager 7525 NW 88th Avenue ■ Tamarac, Florida 33321-2401 ■ (954) 724-2450 ■ Fax (954) 724-2408 ■ www.tc)moroc.org Equal Opportunity Employer CRY of Tarr­lrac F rnnv R10 Purchasing and Contracts Division June 15, 2004 Mr. uric Nadel Shelter Ads Management, Inc. 19589 NE 10'hAvenue North Miami, FL 33179 Dear Mr. Nadel: "Committed to Excellence... Always" !Xd="5""1'05'0 Via Registered Mail, Return Receipt Requested The City Building Official has notified me that your firm has not shown any evidence of performance in accordance with the requirements of your City of Tamarac Agreement for the provision of bus shelters. A letter was sent to you on April 15, 2004, which outlined the specific areas of non-performance. As a reiteration of that correspondence, you were given until April 22, 2004 to submit requests for permits to the City Building and Code Compliance Department, in order to meet your May 11, 2004 deadline for commencement of work under the Agreement. As of June 14, 2004, you have taken no action to affect compliance with your Agreement, and therefore your firm is in breach of contract. As a result of this failure to perform on your part, the City has no choice but to consider termination of your Agreement, as outlined in Section 3 "Termination" of the Agreement. Accordingly, you now have thirty (30) calendar days from the date of this letter, to cure this situation by demonstrating compliance with the terms and requirements of the Agreement. After that date, if no specific performance has occurred which is acceptable to the City, the City will take action to find your firm in default, and terminate your Agreement. Please contact me if you have any questions at (954) 724-1322, or Mr. Gary Jones, the City Building Official at (954) 724-1265. Sincerely., Keith K. Glatz, CPPO Purchasing & Contracts Manager C. Jeffrey Miller, City Manager Mitch Kraft, City Attorney Vanessa Steinerts, Assistance City Attorney Diane Phillips, Assistant to the City Manager Gary Jones, Building Official Ken McIntyre, Building Operations Manager Dona Newman, Director of Finance 7525 NW 88th Avenue ■ Tamarac, Florida 33321-2401 ■ (954) 724-2450 ■ Fax (954) 724-2408 ■ www.tamorac.org Eauoi Opportunity Employer M N `1 O Q ¢ } 2 ■ ■ ■ ■ C3 z m m ~ Z C ° a 0 c) E W w U'y.L. >'d w r h y0 N � Q �- U < �, CO 2 L Q 7 C7 y m ...1 fC C r N (Cd Q7 aO y p Q �""' Q w ti N� P w N V� w ��ca�No 3� � µ. Jam= s 0. o �cn E�'5 0 u -'ZZ 0 { O a y U N O 7 k w 0 8 T .!n O F N 4% z C) a Un ❑)(❑ cli a vi m O 4 Ln C3 C3 m c .D r m r3 r3 O a r r-I E m m m rti E E co z ce) m E a N N a City of Tamarac P "Committed to Excellence...Alwoys" Purchasing and ix "n6N-R�OS00 C ntracts Division July 20, 2004 Via Registered Mail, Return Receipt Requested Mr. Eric Nadel Shelter Ads Management, Inc. 19589 NE 101" Avenue North Miami, FL 33179 Dear Mr. Nadel: We are in receipt of your July 15, 2004 letter regarding your City of Tamarac Agreement for the provision of bus shelters. Following is the City's response to the various points of that letter. You indicated that you were told that you needed two (2) sets of engineering drawings per permit, signed and sealed, and that only one permit would be issued for both the concrete pads and shelters. This is a true statement. The concrete pad and the shelter are both integral components of the overall shelter design. The concrete pad must be designed and constructed in a manner that will accommodate the load of the shelter, and as such, must be submitted for review and approval together. The Building Official has informed me that you have not submitted drawings specifically detailing the exact design features of the shelter/pad configuration. The drawings that you did submit were copies of preliminary drawings that were prepared by the City and illustrate the location of previously existing shelters as well as other information related to the geometry of the right-of-way line and site line triangle analysis. Your responsibility as the Contractor is to provide plans that show the exact location and configuration of the proposed shelters, and demonstrate compliance with the State of Florida Building Code, as amended by Broward County. The City cannot accept anything other than actual and complete drawings and specifications that include such information. You state in your letter that you are "complying with our contract to provide bus shelters and as your letter stated that there has been no activity with regards to the bus bench shelter contract, is not accurate." The first task in performance under your Agreement refers to the actual start of construction of the shelter. Per the terms of Amendment #1, Paragraph 2, amending Time of Commencement and Substantial Completion, work was to commence within 30 days after execution of the Assignment Agreement. The Amendment was executed by the City on February 12, 2004. Your firm has not yet commenced any Work under the terms of the Agreement. Therefore, there has been no specific performance as defined by the terms of said Agreement. Based on this definition, even if you had submitted properly executed plans and drawings, there would still not be specific performance, since the permitting process is only a regulatory requirement that you must meet prior to actual construction. You have stated that you are not prepared to forfeit your investment of thirty thousand dollars in this project. Your proposal preparation expenses, or any other expenses related to the execution of the Work, are strictly the responsibility of Shelter Ads Management, Inc. Regardless of what your company has expended, there is still no tangible evidence of performance under the terms of the Agreement. For the record, I have contacted Mr. Patrick Merrick of Tolar Manufacturing. During a July 15, 2004 telephone conversation, Mr. Merrick indicated to me that he had not yet received the required $1,500.00 deposit for engineering services and calculations. Additionally, Mr. Merrick indicated that you had committed to the purchase of only six (6) of the required twenty-seven (27) shelters. The lead time for those shelters provides for a delivery in mid -September, which means that actual construction of the shelters cannot begin until then. In addition, Mr. Merrick has indicated that you have yet to pay the manufacturer the 50% deposit required to begin fabrication of the units. 7525 NW 88th Avenue ■ Tamarac, Florida 33321-2401 ■ (954) 724-2450 ■ Fax (954) 724-2408 ■ www.tom<irac.org Equal Opportunity Employer t. I Based on this information, the City still has not seen any substantive evidence that Shelter Ads Management Inc. has performed in any way according to the terms of the Agreement. In addition, the City does not see any possibility for specific performance during the next few weeks, since it is not feasible for your firm to begin construction, based on the existing lead time from Tolar Manufacturing. Again, the City refers to Amendment #1, Paragraph 2. amending Time of -Commencement and Substantial Completion which states "Shelter installations shall begin within 90 days of execution and be substantially completed no later than October 31, 2004". Finally, Tolar Manufacturing was the only vendor whose bus shelter design was approved by the City in the original proposal submitted by Street Furniture, Inc., and which was then incorporated as part of the Assignment Agreement between the City and Shelter Ads Management, Inc. In conclusion, your request for a two -week extension is denied, and the City will begin formal default proceedings at this time. Sincerely, r �eith K. Glatz, CPPO Purchasing & Contracts Manager c: Jeffrey Miller, City Manager Mitch Kraft, City Attorney Vanessa Steinerts, Assistant City Attorney Michael Cernech, Deputy City Manager Diane Phillips, Assistant City Manager Gary Jones, Building Official Ken McIntyre, Building Operations Manager PUNITED-S'WES OSTAL SERVICEA Track & Con Shipment Details You entered RB12 9 Your item was deliv6 Here is what happer ■ ACCFPTANC FL 33351 Notification Options ► Track & Confirm by POSTALINSPECTOR� Preserving the Trust ,WER'. COMPLETE THIS SECTION L _om Rms 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. ■ Print your name and address on the reverse so that we can return the card to you. C. ■ Attach this card to the back of the mailpiece, x or on the front if space permits. / — - D. Is 1- Article Addressed to: If d by (PI Print Clearly) B. to,r v/ fe [J ❑ Agent C9 ❑ Addressee address different N ? © Yes enter 'delivery address below: ❑ No MR. ERIC NADEL �t SHELTER ADS MANAGEMENT, ING3 Service Type 19589 NE 10T" AVENUE ❑ Certified Mail ❑ Express Mail NORTH MIAMI, FL 33179 XRegistered © Return Receipt for Merchandise ❑ Insured Mail C7 C.O.D. 4. Restricted Delivery? (Extra Fee) C7 Yes 2. Article Number (Copy from service label) r R 1 Z 7 � `2-6't P5 Form 3811, July 1999 Domestic Return Receipt ,t 102595-00-M•0952 rroaucL JaIa Description oty V"'` Price Price IdIAIdI FL 33179 $0.37 First -Class $1.75 Return Receipt $7.50 Registered $0.00 Insured Value $0 00 Article Value Label Serial #: RB1290209'14US.si_iA. Issue PVI: $9•62 $9.62 lP total: 53 v n Paid by'. $9.62 Debit Card Account If E^p XXXXXXXXXXXX1674 02/06 a Approval #: 461344 f.. r•+ Transaction #: 490 23 903520823 Receipt#: 000541 Bill#: loo1002020037 Clerk: 17 -- All sales final on stamps and Post&9e. only. Refunds Youguaranteed Thankfor yoursbusiness, Customer COPY