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HomeMy WebLinkAboutCity of Tamarac Resolution (168)Temp. Reso. #9786 May 31, 2002 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2002-168 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE AN AMENDMENT TO THE BUS SHELTER AGREEMENT BY AND BETWEEN THE CITY OF TAMARAC AND CLEAR CHANNEL OUTDOOR, FORMERLY ELLER MEDIA COMPANY FOR THE PROVISION OF ERECTING AND MAINTAINING OF BUS STOP SHELTERS WITHIN THE CITY OF TAMARAC; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Tamarac and Clear Channel Outdoor, formerly Eller Media Company, entered into a five (5) year Agreement dated September 25, 1995, for the provision of erecting and maintaining bus stop shelters with accompanying advertising rights within the City of Tamarac; and WHEREAS, on May 15, 2001, the City and Clear Channel Outdoor renegotiated the original agreement and entered into a new agreement extending the term through May 14, 2002 (attached hereto as Exhibit 1); and WHEREAS, The City of Tamarac is in the process of evaluating the bus shelter regulations to determine the long term impact on the City and Clear Channel Outdoor; and WHEREAS, the evaluation process is not yet completed; and WHEREAS, The City of Tamarac and Clear Channel Outdoor mutually agree to enter into an amendment to the Agreement (attached hereto as Exhibit 2); and Temp. Reso. #9785 May 31, 2002 WHEREAS, the amendment to the Agreement is effective nuns pro tune to May 15, 2002 and shall expire one year from the date of execution by the City; and WHEREAS, it is the recommendation of the City Manager and the Interim Building Department Director to approve the amendment; 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 enter into an amendment to the Agreement for Bus Shelters with Clear Channel Outdoor. 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. SECTION 2: The appropriate City Officials are hereby authorized to execute the amendment to the Agreement with Clear Channel Outdoor to conduct bus shelter operation and maintenance with accompanying advertising rights within the City of Tamarac, extending the Agreement effective nuns pro tune to May 15, 2002 and with an expiration date of one year from the date of execution by the City. A copy of said agreement attached hereto as "Exhibit 2". SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. Temp. Reso. #9786 May 31, 2002 1 F_ . L Fi 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 26T" day of June, 2002. ATTEST: MARION SWENSON, CMC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. ITCHEL S. K CITY ATTOR , E SCHREIBER, MAYOR RECORD OF COMMISSION VOTE: MAYOR SCHREIBER AYE DIST 1: V/M. PORTNER AYE DIST 2: COMM. MISHKIN AYE DIST 3: COMM. SULTANOF AYE DIST 4: COMM. ROBERTS AYE Exhibit l Temp Reso. #9786 AGREEMENT BETWEEN CITY OF TAMARAC ;►9 ELLER MEDIA COMPANY FOR ERECTING AND MAINTAINING BUS STOP SHELTERS WITHIN THE CITY OF TAMARAC, FLORIDA AGREEMENT BETWEEN CITY OF TAMARAC AND ELLER MEDIA COMPANY FOR ERECTING AND MAINTAINING BUS SHELTERS WITHIN THE CITY OF TAMARAC, FLORIDA TABLE OF CONTENTS ARTICLE 1 GRANT OF RIGHT ....................... . . .... . . .. . 2 ARTICLE 2 INDEPENDENT CONTRACTOR ...........................4 ARTICLE 3 PAYMENT OF FEES....................................5 ARTICLE 4 MAINTENANCE OF BUS SHELTERS .......................5 ARTICLE 5 REMOVAL OF BUS SHELTERS .................. . ...... . .6 ARTICLE 6 LOCATION AND CONSTRUCTION OF BUS SHELTERS .......7 ARTICLE 7 NON WAIVER OF POWERS AND REGULATIONS ............8 ARTICLE 8 TRANSFER OR ASSIGNMENT ............................8 ARTICLE 9 INDEMNIFICATION.....................................9 ARTICLE 10 INDEMNITY AND INSURANCE ........................ . ..10 ARTICLE 11 LOCAL AGENT FOR INSURANCE AND BONDING......... _ .14 ARTICLE 12 NO CONTINGENT FEE.................................14 ARTICLE 13 MISCELLANEOUS.....................................15 ARTICLE 14 SEVERABILITY, WAIVER OF PROVISIONS . . ......... . .....20 ARTICLE 15 TERMINATION........................................21 ARTICLE 16 TERM...............................................21 ARTICLE 17 MERGER; AMENDMENT ....................... . ........22 Exhibit 1 AGREEMENT BETWEEN THE CITY OF TAMARAC AND ELLER MEDIA COMPANY FOR ERECTING AND MAINTAINING BUS STOP SHELTERS WITHIN THE CITY OF TAMARAC, FLORIDA THIS AGREEMENT is made and entered into this Q f'n day of , T 2001 by and between the City of Tamarac, a municipal corporation with principal offices located at 7525 NW 88th Avenue, Tamarac, FL 33321 (the "CITY") and Eller Media Company, a Delaware corporation, it successors and assigns, (the "COMPANY"). WITNESSETH: WHEREAS, the CITY and COMPANY entered into a five (5) year Agreement dated September 25, 1995, relating to COMPANY'S rights to conduct bus shelter operation and maintenance with accompanying advertising rights within the City of Tamarac; and WHEREAS, the Agreement between the parties expired on December 31, 2000; and WHEREAS, the CITY and COMPANY mutually agree to enter into a new Agreement, retroactive to January 1, 2001. NOW THEREFORE, in consideration of the mutual terms and conditions, promises, covenants and payments hereinafter set forth, CITY and COMPANY agree as follows: 1. The foregoing recitals are true and correct and form part of the consideration. ARTICLE 1 GRANT OF RIGHT 1.1 The CITY hereby grants to the COMPANY for the term herein described the exclusive right to construct, erect, install, repair, and maintain shelters at bus stop locations throughout the CITY, subject to the CITY and the COMPANY mutually agreeing to each said location. This right is intended to include both existing bus stop locations and those created by the CITY or by the Broward County Mass Transit Division within the corporate limits of the CITY or on land owned by the CITY within Broward County, Florida, at any time during the term hereof. Moreover, such right shall pertain to and include all bus stop locations within the CITY whether on land owned or leased by the CITY, on land over which the CITY has obtained easement or use rights, or at other locations approved by State Statute. 1.2 The CITY and COMPANY agree that the COMPANY shall erect and maintain bus shelters to be placed at certain designated locations. Bus shelters shall be placed, maintained and relocated as required by the CITY. It is the COMPANY'S obligation to place bus shelters at the direction of the CITY. The CITY and COMPANY agree that additional bus shelters may be added at any time upon mutual agreement by their designated representatives at public carrier stops assigned by CITY, Broward County Mass Transit or Florida Department of Transportation. The bus shelters are designed for the convenience of those using the buses in the CITY and shall be placed upon the 2 streets traversed by public transit buses in the CITY. It shall be the responsibility of the COMPANY to provide all costs associated with supplying electricity, if available at the particular location, to the bus shelters authorized under this agreement. 1.3 COMPANY shall install bus shelters only at public carrier stops and only with the express approval of CITY and, as appropriate, either the Broward County Mass Transit Division (hereinafter "COUNTY"), or Florida Department of Transportation (hereinafter "FDOT"). All bus shelters shall be erected in accordance with Chapter 337.407 and 337.408, of the Florida Statutes and Chapter 14-20, of the Florida Administrative Code as amended from time to time. 1.4 COMPANY shall install up to five non -advertising bus shelters as designated by CITY, and any additional shelters as mutually agreed upon by both parties. These non -advertising shelters shall be non -revenue, with no fees paid to the CITY. 1.5 COMPANY shall illuminate bus shelters from approximately sunset to sunrise. All illuminations shall be controlled by a photo electric cell. 1.6 CITY and COMPANY agree that COMPANY shall have no obligation to install shelters where electric power is not available. After installation, COMPANY shall not be deemed in breach in the event of any interruption of electric power through causes not in control of COMPANY. 3 ARTICLE 2 INDEPENDENT CONTRACTOR 2.1 The Relationship of COMPANY to the CITY shall be that of an independent COMPANY, and no principal -agent or employer -employee relationship between the parties is created by this agreement. By entering into this agreement with CITY, COMPANY acknowledges that it will, in the performance of its duties under this agreement, be acting as an independent COMPANY and that no officer, agent or employee of COMPANY will be for any purpose an employee of the City of Tamarac and that no officer, agent or employee of COMPANY is entitled to any of the benefits and privileges of a CITY employee or officer under any provision of the Statutes of the State of Florida or Ordinances of the City of Tamarac. 2.2 COMPANY may not display advertising upon bus benches. COMPANY shall not place any cigarette or liquor advertising on bus shelters within 500 feet of any elementary school, middle school, high school, playground, established educational center, established religious center, hospital, cemetery or community center. 2.3 Upon execution of this agreement, COMPANY shall submit a report to the Director of Finance stating the total number of bus shelters in place providing the following information for each bus shelter: (a) bus shelter number, (b) bus shelter location, (c) name of businesses on abutting property, and (d) name of advertiser on the bus shelter. 4 ARTICLE 3 PAYMENT OF FEES 3.1. For the privilege granted in this agreement, COMPANY shall pay CITY, upon execution of this agreement, $730.00 per bus shelter for the period of January 1, 2001 to December 31, 2001, and for the period of January 1, 2002 to the end of the term of this contact, the same amount prorated on a monthly basis. 3.2 Upon a space -availability basis, the COMPANY shall allow CITY approved public service announcements to be advertised within the shelters. Any such public service announcements shall be removed by the COMPANY in the event the COMPANY rents such advertising space, upon five (5) days notice by the COMPANY to CITY. The cost of preparation and installation of such public service announcements shall be paid by the CITY. 3.3 The CITY and COMPANY agree that there shall be no payment for non advertising bus shelters. ARTICLE 4 MAINTENANCE OF BUS SHELTERS 4.1 All bus shelters must be cleaned regularly and when needed, and must be maintained in good repair in safe and sightly condition. The CITY'S decision as to the state of repair and condition shall be conclusive. COMPANY shall inspect each bus shelter periodically to ensure full compliance with the provisions of the Article. k 4.2 COMPANY shall regularly, and when needed, remove trash and other debris from around each bus shelter. The CITY'S decision as to the need for trash and debris removal shall be conclusive. COMPANY shall inspect each bus shelter location periodically to ensure full compliance with the provisions of this Article. 4.3 If COMPANY fails to properly maintain bus shelters, CITY may provide the maintenance at its option to protect and ensure public safety. COMPANY shall reimburse CITY for all expenses related to CITY's maintenance of bus shelters. ARTICLE 5 REMOVAL OF BUS SHELTERS 5.1 No bus shelter installed at the streets or sidewalks of the CITY shall be removed by the COMPANY during the terms of this agreement except with the consent of the CITY. The CITY may, for reasonable cause, order the COMPANY, in writing, to remove a bus shelter and its accompanying foundation. When the CITY orders the bus shelter removed, the COMPANY shall remove it within thirty (30) days at the COMPANY'S own expense. If the COMPANY fails to remove the bus shelter and foundation, the CITY may order its removal and destroy or sell it at the CITY'S discretion, and may, in addition, bill the COMPANY for the removal or destruction in a sum not in excess of One Thousand Dollars ($1,000.00) per bus shelter. R ARTICLE 6 LOCATION AND CONSTRUCTION OF BUS SHELTERS 6.1 All bus shelters shall be placed in accordance with the provisions of Florida Administrative Code Chapters 14-20 as amended and Florida Statute Section 337.407 and 337.408 as amended. In addition, the location of bus shelters shall be subject to approval of the appropriate governmental agencies, including FDOT, Broward County and City of Tamarac. 6.2 All bus shelters shall be built in accordance with specifications attached hereto as Exhibit "A". Any variation from the specifications contained in Exhibit "A" must be approved by both CITY AND COMPANY. Alf shelters shall meet the criteria for handicapped access as set out in Federal, State and Local law and regulations including but not limited to Florida Statute Section 337.408, as amended. COMPANY shall install handicapped access sidewalk pathways from the road to the bus shelter and from directly behind the shelter to an existing sidewalk abutting a right-of-way. All shelters shall contain a four (4) foot to seven (7) foot seating bench depending on the size of the structure installed. Size of bench to be approved by the Building Official. The COMPANY shall be responsible for applying and obtaining all necessary building permits and paying all fees for the bus shelter structures. The COMPANY and/or its qualifier shall be responsible for requesting and passing all necessary inspections. The bus shelter structures shall comply with all statutory and administrative requirements including the South Florida Building Code as amended. h ARTICLE 7 NON WAIVER OF POWERS AND REGULATIONS V/ 7.1 This agreement shall not be taken or held to imply the relinquishment of waiver by CITY of its power to make other reasonable requirements or regulations pertaining to the subject matter hereof, and CITY hereby expressly reserves the right to make all regulations which may be necessary or proper to secure the safety, welfare and accommodation of the public, including, but not limited to, the right to adopt and enforce regulations to protect and promote the health and general welfare of the public from danger and inconvenience in the management and operation of the installation of bus shelters detailed herein. Nothing herein contained shall constitute a waiver of any of the rules and regulations adopted by CITY including the right to make such changes and amendments to said rules and regulations as said CITY may deem to be advisable and necessary to protect the public health and general welfare of its inhabitants. ARTICLE 8 TRANSFER OR ASSIGNMENT 8.1 The rights arising under this agreement may not be sold, transferred, assigned or otherwise disposed of, without the prior written consent of the CITY. The City Commission may grant or deny any request as it deems in the public interest. The City Commission may impose conditions on any transfer or assignment as deems to be in the public interest. Any attempted disposition made without the Commission's consent shall be void. The rights granted under this agreement shall be privilege to be held by the COMPANY for the benefit of the public. 8.2 Eller Media Company, by execution of this agreement, agrees to terms contained herein and agrees to be bound by the terms of this agreement. INDEMNIFICATION 1I 9.1 The COMPANY 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 operations of the COMPANY or its officers, employees, agents, subcontractors, or independent contractors, excepting only such 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 the Agreement, even though the claim may be made after the termination hereof. 9.2 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. E ARTICLE 10 INDEMNITY AND INSURANCE 10.1 The COMPANY; its authorized successors and assigns (pursuant to Article 8) shall indemnify the City of Tamarac, its officers, agents and employees, from any actions, directly or indirectly, arising from the rights granted by this contract including but not limited to the placement, construction, maintenance, use or existence of the bus shelters on or near the streets, sidewalks and rights -of - ways in the City Tamarac. Upon demand COMPANY shall at its own expense, defend and indemnify the CITY, its officers, agents and employees, against all actions relating to this agreement. COMPANY shall obtain and maintain in full force and effect during the term of this contract, worker's compensation insurance covering all employees in performance of work under this contract. COMPANY shall make this same requirement of any of its subcontractors. COMPANY shall indemnify and save CITY harmless from any damages resulting to CITY for failure of either COMPANY or any subcontractor to take out or maintain such insurance. The COMPANY shall take out and maintain during the term of this contract, a Comprehensive General Liability Insurance policy, naming as insured CITY, its officers, agents, and employees. This policy shall include but not be limited to all of the following coverage: 10 GENERAL LIABILITY: Comprehensive Premises -- operations Products/Completed Operations Hazard Broad Form Property Damage Independent Contractors Personal Injury Cross Liability and Severability of Interest Clause Contractual Liability AUTOMOBILE LIABILITY: Comprehensive Owned Hired Non -Owned 10.2 COMPREHENSIVE GENERAL LIABILITY INSURANCE: COMPANY shall procure and shall maintain during the term of this agreement and any renewals, Public Liability and Property Damage Insurance in an amount not less that $1,000,000 combined single limit coverage for bodily injury, death and property damage (except automobile). 10.3 AUTOMOBILE INSURANCE: COMPANY shall procure and maintain, during the term of this agreement and renewals, Comprehensive Automobile Liability Insurance in an amount not less 11 that $1,000,000 combined single limit coverage for bodily injury, death, and property damage (automobile). 10.4 EXCESS OR UMBRELLA LIABILITY: COMPANY shall procure and maintain, during the term of this agreement and any renewals excess Umbrella Liability Insurance in an amount not less than$1,000,000 coverage in excess of Automobile and Bodily Injury/Property Damage coverages. 10.5 SCOPE OF INSURANCE: The insurance required under the above paragraphs shall provide adequate protection for COMPANY against damage claims which may arise from operations under this agreement, whether such operations by the insured or by anyone directly or indirectly employed by the insured. CITY shall be named as an additional insured on all of COMPANY'S liability insurance policies provided for herein. 10.6 GENERAL: COMPANY shall not commence work under this agreement until it has obtained all the insurance required under this agreement, and such insurance has been approved by the CITY. COMPANY shall be responsible for delivering to CITY the Certificate of Insurance for approval, COMPANY shall name the City of Tamarac as and additional insured on the Liability Certificate of Insurance. COMPANY's Certificate of Insurance must be attached and included in this agreement as Exhibit "B". All insurance policies shall be issued by companies duly licensed to write business insurance policies in the State of Florida and 12 rated A-VII or better by A.M. Best's Key Rating Guide, Further, CITY shall be named as an additional insured on all insurance policies (except Worker's Compensation). Certificates of each policy, together with a statement by the issuing company to the extent that the said policy shall not be canceled without thirty (30) days prior written notice received by CITY, and shall be delivered to CITY for review and approval. Insurance coverage specified herein constitutes the minimum requirements and said requirements shall in no way lessen or limit the liability of COMPANY under the terms of this agreement, COMPANY shall procure and maintain, at its own cost and expense, any additional kinds and amounts of insurance that, in its own judgment, may be necessary for proper protection in the completion of its work. COMPANY shall be responsible for, and shall obtain and file insurance certificates on behalf of all its subcontractors. All certificates of insurance shall be filed with CITY. ALL INSURANCE COMPANIES PROVIDED SHOULD: Be rated at least A-VII per A.M. Best's Key Rating Guide. Be licensed to do business in Florida. All policies provided should be occurrence not Claims -made forms. The COMPANY shall name the CITY as an additional insured on all Comprehensive General Liability insurance policies. COMPANY shall require insurance companies providing coverage to give CITY thirty (30) days written notice of its intent to cancel or terminate policy. COMPANY's insurance shall be primary. 13 ARTICLE 11 LOCAL AGENT FOR INSURANCE AND BONDING 11.1 The insurance and bonding companies with whom COMPANY'S insurance and performance bonds are written shall be licensed to do business in the State of Florida and shall be represented by an agent or agents having an office located in the State of Florida. The name of the agent or agents shall be set forth on all such bonds and certificates on insurance. COMPANY shall keep the required insurance in full force and effect at all times during the term of this agreement, and any renewal thereof. 11.2 COMPANY shall furnish to CITY a Certificate of Insurance in a form and amount approved by CITY'S Risk Manager, evidencing COMPANY has obtained the required insurance coverage. At the request of CITY the original policy shall be provided for inspection. All policies must provide that they may not be changed or canceled by the insurer in less than thirty (30) days after CITY has received written notice of such change or cancellation. Such insurance amounts may be reviewed upward at CITY's request, and COMPANY shall revise such amounts within thirty (30) days after receipt of such request. ARTICLE 12 NO CONTINGENT FEE 12.1 COMPANY warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for COMPANY to solicit 14 or secure this agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee working solely for COMPANY any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this agreement. For the breach or violation of this provision, CITY shall have the right to terminate the agreement without liability at its discretion to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. ARTICLE 13 MISCELLANEOUS 13.1 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. 13.2 TIME IS OF THE ESSENCE: Time shall be deemed to be of the essence concerning this Agreement whenever time limits are imposed herein for the performance on any obligations by any parties hereto, or whenever the accrual of any rights to either of the parties hereto depends on the passage of time. 13.3 RIGHT TO REQUIRE PERFORMANCE: The failure of CITY, at any time, to require performance by COMPANY of any provisions herein shall in no way affect the rights of CITY hereafter to enforce the same. Nor shall waiver by CITY of any breach of any provisions herein be taken or held to be taken or 15 held to be a waiver of any succeeding breach of such provisions or as a waiver of any provision itself. 13.4 UNENFORCEABLE PROVISIONS: If any provision of this Agreement shall be declared illegal, void or unenforceable, the other provisions shall not be affected and shall remain in force and effect. 13.5 FORCE MAJEURE: Neither COMPANY or CITY shall be liable for the failure to perform its duties if such failure is caused by a riot, war, government order or regulation, strike, act of God, or other similar or different contingency beyond the reasonable control of COMPANY. 13.6 APPROVAL BY THE COMMISSION: This agreement shall not be considered fully executed or binding or effective on CITY until the same shall be approved and accepted by the City Commission of the City of Tamarac in an open meeting as required by law and executed by the COMPANY and CITY. After such approval and acceptance, CITY shall deliver to COMPANY a certified copy of the Resolution as evidence of the authority of the person authorized to bind CITY to the terms, covenants and provisions of this agreement and to perform the same in accordance herewith. CITY or COMPANY may request changes that would increase, decrease, or otherwise modify the services to be provided under this agreement. Such changes must be in accordance with the provisions of the Tamarac City Code, must be contained in a written amendment executed by the parties thereto, with the same formality and of equal dignity prior to any deviation from the terms of this agreement, including the initiation of any extra work. 16 13.7 COMPLIANCE WITH LAWS: COMPANY, its officers, agents, employees, and contractors, shall abide by and comply with all laws, federal, state and local. It is agreed and understood that, if CITY calls the attention of COMPANY to any such violations on the part of COMPANY, its officers, agents, employees, or subcontractors, then COMPANY shall immediately desist from and correct such violation. 13.8 RIGHT TO PERIODIC REVIEWS: CITY shall have the right to conduct periodic public meetings, to review and consider the performance of COMPANY regarding its compliance with the material terms of the agreement, any amendments desired by COMPANY, the need for any future new services, and potential amendments to the franchise reflecting service requirement changes based on advancements in technology or demonstrated community needs. An agent of COMPANY shall be available to attend all public meetings upon reasonable notice by CITY for concerns associated with the Agreement. 13.9 CHANGES IN LAW: Should the State of Florida, City, County, United States or Federal agency, or any State or Federal Court, or any agency thereof require either Broward County, City of Tamarac, or COMPANY to act in a manner which affects or is inconsistent with any provisions of the agreement documents, CITY shall be authorized to determine whether a material provision of the agreement documents is affected in relation to the rights and benefits conferred by the agreement documents upon CITY or the public. Upon such determination, CITY and COMPANY shall negotiate in good faith to modify or amend the agreement to such extent as may be necessary to carry out the full 17 intent and purposes thereof in relation to the rights and benefits of CITY, or the public. 13.10 EFFECTIVE DATE: This agreement shall be effective upon the execution of this agreement and performance of this agreement shall begin on the commencement date set forth herein. 13.11 LICENSE AND TAXES: COMPANY shall obtain all licenses and permits (other that the license and permit granted by COMPANY) and promptly pay all taxes required by CITY. 13.12 PARAGRAPH HEADINGS: The section in paragraph headings contained herein are of convenience and reference and are not intended to define or limit the scope of any provision of this agreement. 13.13 ENTIRE CONTRACT: This agreement constitutes the entire agreement and understanding between the parties relating to the subject matter, and it shall not be modified, altered, changed, or amended in any respect unless done so in writing and approved by the City Commission of the City of Tamarac, Florida. 13.14 DRAFTING: This agreement has been negotiated and drafted by all parties hereto and shall not be more strictly construed against any party because of such parties' preparation of this agreement. 13.15 BANKRUPTCY: This agreement shall terminate in the case of bankruptcy (voluntary or involuntary) or insolvency of COMPANY. In the case of bankruptcy, such termination shall take effect on the day and at the time that the bankruptcy action is filed. 18 13.16 NOTICES: 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 NW 881h Avenue Tamarac, FL 33321-2401 954-724-1230 With a copy to: City Attorney City of Tamarac 7525 NW 88th Avenue Tamarac, FL 33321-2401 954-724-1240 COMPANY: Mr. John Jacobs, President of South Florida Division Eller Media Company 5800 NW 77 Court Miami, FL 33166 305-592-6250 13.17 ENFORCEMENT: The legal fees and other expenses of the prevailing party to any litigation or dispute arising out of this agreement shall be paid by the other party. 13.18 NON-DISCRIMINATION: COMPANY, in the execution, performance, or attempted performance of this agreement, shall not discriminate against any person or persons because of sex, race, religion, color, or national origin, handicap or marital status COMPANY'S employees, applicants for employment (as provided in Title VI of the 1964 Civil Rights Act, the Florida Human Rights Act of 1977, and the American Disabilities Act of 1992), understand and agree that this agreement is conditioned upon the veracity of this Statement of Assurance. COMPANY herein assures CITY that said COMPANY will comply 19 13.18 NON-DISCRIMINATION: The COMPANY, in the execution, performance, or attempted performance of this agreement, shall not discriminate against any person or persons because of sex, race, religion, color, or national origin, handicap or marital status. The COMPANY'S employees, applicants for employment (as provided in Title VI of the 1964 Civil Rights Act, the Florida Human Rights Act of 1977, and the American Disabilities Act of 1992), understand and agree that this agreement is conditioned upon the veracity of this Statement of Assurance. The COMPANY herein assures the CITY that said COMPANY will comply with Title VI of the1964 Civil Rights Act when federal grants are involved. Other applicable Federal and State laws, Executive Orders, and regulations prohibiting discriminations hereinabove referenced are included by this reference thereto. This Statement of Assurance shall be interpreted to include Vietnam -Era Veterans and Disabled Veterans within its protective range of applicability. The COMPANY must be an Equal Opportunity Employer and have an affirmative action plan and not discriminate on the basis of handicapped status. 13.19 EXHIBITS: The exhibits A and B are incorporated herewith by reference for all purposes as though fully set forth. ARTICLE 14 SEVERABILITY; WAIVER OF PROVISIONS 14.1 Any provision in the Agreement that is prohibited or unenforceable in, any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such 20 ARTICLE 15 TERMINATION 15.1 Upon thirty (30) days written notice CITY shall have the right to cancel this agreement for cause or at CITY's option to effect immediate compliance with the contract on the part of the COMPANY. In the event the CITY elects to effect compliance with the contract, then any costs or expenses incurred by CITY to effect compliance shall be paid within ten (10) days of written notice thereof to COMPANY. Non-payment of any cost and expense if charged shall be deemed a material breach. CITY shall be paid through the date of termination. ARTICLE 16 TERM 16.1 This agreement is retroactive to January 1, 2001, and shall expire one year from date of execution by the CITY. In the event this contract is not renewed at the end of its term, COMPANY shall have ninety (90) days within which to either remove the existing bus shelters or make other arrangements for other disposition which other arrangements must meet with the approval of CITY. 21 ARTICLE 17 MERGER;AMENDMENT 17.1 This agreement constitutes the entire Agreement between the COMPANY and the CITY, and negotiations and oral understandings between the parties are merged herein. This Agreement may be supplemented and/or amended only by a written document executed by both the COMPANY and the CITY. IN WITNESS WHEREOF, the parties have made and executed on the respective dates under each signature. CITY OF Tamarac, through its Mayor and Eller Media Company signing by and through its President/GM of the South Florida Division John Jacobs, duly authorized to execute same. ATTEST Marion Swen on, CIVIC City CIe—r c Date: 5 0 as to form and itch Date: (':� /W b CITY OF TAMARAC BY: o Schreiber, Mayor Date: -5- 15 - 01 (?BY: jeffT�t. Wer, City Manager Date: Jr 15-01 22 AGREEMENT BETWEEN THE CITY OF TAMARAC AND ELLER MEDIA COMPANY FOR ERECTING AND MAINTAINING BUS STOP SHELTERS WITHIN THE CITY OF TAMARAC, FLORIDA. ELLER MEDIA COMPANY ELLER AAEDIAAE;PdMPANY is . J n Jacobs si a GM of South lori ivision (CORPORATE SEAL) STATE OF FLORIDA ) )SS.. COUNTY OF BROWARD ) BEFORE ME, the undersigned authority, this day personally appeared John Jacobs, President/GM, South Florida Division of Eller Media Company, and acknowledged to me and before me that he executed the foregoing contract for the uses and purpose therein expressed with due authority in that behalf. IN WITNESS WHEREOF, I have hereunto set my hand and official seal on this 42d day of in 44 2001. 1� Personally known to me Produced identification, Type: (--VL ( Notary Public, Stao of �Floridaat Large Seal: }f 771E GLNC%.: NOTARY PUBLIC: STATE OF FLORIDA COMMISSION NO. CC981548 MY COMMISSION EXP. NOV.1Y3,2004 23 04/18/01 13:52 =303 477 also AK.-ZW*# COMM 1alo i �. 1"1 rz lie; v Iv 0 Exhibit A Temp Reso#9786 y 1 n n I z ' N ■ s Y 1� 04/16/01 13:53 17305 477 4750 AK.—ZW*# CONK 9 IF m X, M-41 fi. F 2. r o Ir 12 4 04/18/01 13:53 'M%305 477 4750 AK.-7.W*M COMM Q0 r r 71 3 m 1 D IMP O NO n f'7 7O Z m wj Cm R �•.— 04/18/01 1.3:54 $305 477 4750 AK.-7.W*M COHN Zo rr•i �PP aL' 04/18/01 13:56 $`305 477 also AK.--Zw*# COMM Zc N rz P 6 co H r•i �i r� t [a r f' tf t•1 1,11D C 0 CA GJ Tfl I'1 � A � T b T v u4iiniui 13:55 '"305 477 4750 AX.-ZW*# COMM Q u rrl f*'1 iZ7 CY1 J> Cj m IM n FRI i� ----------------- r = R a a 4 a -_=_=-----W O n `•--- -------- • - - +t n R �p H V4/15/VL 1d:np WaUO 4-17 4760 AK.-ZWa# COMM 160 I'T'I r iCI r-� t7 A m ED H EEC K F 04/18/01 13: 56 =305 477 4750 AK.—ZW** COMM 1410 001� L71 04/18/01 13.57 *&305 477 4750 AK.-ZW:# CONN ac v) u w n Gtl rn , N v w w w y =. r s 05/20/02 15:02 00305 477 4750 '1AY 02 2002 11 :47 AM FR SANGER > 'i'emp peso. 1fy /do Exhibit B DAIt (MNVYYITTI ACOM. CERTIFICATE OF LIABILITY INSURANCE (w T410DUCE11 THIa CHRWICATS IS ISSUED AS A HATTER OF INFORMATION SANGER At ALTGELT ONLY AND CONFERS NO NIGHT'S UPON THE CERTIFICATE HOLDIUL THIS CENTWCATE DOTS NOT AMEND. EXTEND OR 75A EAST MULBERRY, SUITE SW ALTER THE �QVEAAGE AFFORDED BY THE POLICIES BELOW, SAN ANTONIO, YX 7W2 210.794.6677/21 a734 6M WWRIM CLEAR CHANNEL QUT'DQORv INN- dha CC OUTDOOR, INC. 200 EAST MASSE ROAD L SAN ANTONIO TX 7ITm COVERAGES NSURM & INSUFU C: v+alal+fll & Pa vmm 1~ INSURERS AFFORDING COVERAGE THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN 15$VED To 7HE INSURED NAMED ABOVE FOR THE POUCr PERIOD INUICAICD] N01WIl"SIANL7ING ANY PEQuIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOW!►FCENT W!TH RFSPFLT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED By THE POLICIES DESCRIBED HEREIN 13 SVBJECT TO ALL THE TERMS. EXOLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED ITY PAID CWMS. TTfT( OA a.suRAMti PeLmv mumam aQ T ETRECTTYE YOLIICr EYPitATP711 GENERAL UADY-ITY A X commMCX GR4MIu LIABILITY SAA Cis W m 0411W02 "1Noa G-Aw MADE a OCCUR AC}C}'RFQA1" LIMIT APPL PER: I1, poLlGr p OC AUTOMOBILE uArlLrn► A x ANT AUTO P5P 047 Be? 00 b4/1(it OZ W 10/03 ALL OWNED AUTOS SamFWLED AUTOS X HiRso AUTOS X HON OWNED AUTOS CARACE WpRITr ^� ANY AUTO B VEC110 LIABLTIT 75BDDiGo 11/D1/01 D1/DT/D3 OCCUR CLAIMS MADE 109OUCTIBLE FICtEMIOH f A WORIGERS CO+AJISATkIM AND SBA 160 006 OT (w 101022 D4110/03 EyM.0YER5' LIABILITY -11191 OESCpIPI'IDM OF opRMT7<7MR$.001Z1D!'ISIvoor-UMM CLt/fi10w$ Amm BY EN0ORmwXT/9Pu" VROVI$>dI1tS 07 315E ENDORSEMENT ATTACHED FOR ADDITIONAL INSUREDS AS THEIR INTEREST MAY APPEAR WITH ROSPIECT TO INSURED'S OPIKIIATLONS. ELLER MEDIA COMPANY IS A NAMED INSURED. FAX To HOLDER • 954-724-1393 FAX TO KATHI RUTTER 0 30&477-6750 CUMFICATE ADDITIDIIA4 WSURIPF WAYR6R CITY OF TAXARhC ATTN: BMLDING DEPT. 7525 N.W. 88TH AVENUE ACORD 25vS (7/97) tIMITs Mo M NCF — 1 C00 FIRE One s00 wo LIED Or 1 n 10 . PFM21&A A Y W RY 1 GOD EN61AL ACsQFo26AYE O00 D00 PR 0 - COMPA7P AALi , _5. Z,OOO.OtA COMBRNED 9wQLE LIMIT BODILY INJURY (Pw p.r>Ic+n) f SCIDLY INJURY(For —ddafQ P PROPERTY DAMAGE Lpw ac"dI) ALI'M DM A I0 NT f OTHER 1HJW A AUTO ONLY AOR C 1,000,000 R 1 000 400 I MAY Llmn X 3 E,L_ EACH ACCIDENT 1 �O r.L. DISEASE _ EA EMPLo E.L. GL r. - POLICY LIMIT S 1 000 OQO ELOILD am OI^ THE ABOVE DUCRMLD POLICIVA BR CAMCiA l F- avvru T nc w...^^ •^-. DATK-fwenmw, THE Imma INSURER wu- EADEAvOIt TB MAIL �_ DAYS M1RTTIT H NOTICE TD THLL I;ERTrwI ATE NoLvcn NAILED To THE LWT, BUT FAIUJA4 TO CO 50 6NAV a1PORE NO CoUlaATTO WBILITY OF ANT 111E I NSUF0%, ITS AGENTS OR Nclae�xrATTr�p Au1TiDRrav A�rE CORPORATION 188S Temp Reso. #9786 Exhibit 2 AMENDMENT TO MAY 15, 2001 AGREEMENT BETWEEN THE CITY OF TAMARAC AND CLEAR CHANNEL OUTDOOR PREVIOUSLY KNOWN AS ELLER MEDIA COMPANY FOR ERECTING AND MAINTAINING BUS STOP SHELTERS WITHIN THE CITY OF TAMARAC, FLORIDA This Amendment to the May 15, 2001 Agreement between the City of Tamarac (hereinafter "CITY') and Clear Channel Outdoor previously known as Eller Media Company (hereinafter "CONTRACTOR"), is made and entered into this day of aJ 2002. WITNESSETH: WHEREAS, the CITY and CONTRACTOR entered into a five year Agreement dated September 25, 1995, for the provision of erecting and maintaining bus stop shelters within the City of Tamarac; and WHEREAS, On May 15, 2001, the CITY and CONTRACTOR renegotiated the original agreement and entered into a new agreement extending the term through May 14, 2002; and WHEREAS, the CITY and CONTRACTOR are in the process of evaluating the bus shelter regulations to determine the long term impact on the CITY and CONTRACTOR; and WHEREAS, the evaluation process is not yet completed; and NOW THEREFORE, in consideration of the promises contained herein, the parties hereto agree as follows: 1. That this Agreement is effective nunc pro tunc to May 15, 2002 and shall expire one year from the date of execution by the City. In the event this contract is not renewed at the end of its term, CONTRACTOR shall have ninety (90) days within which to either remove the existing bus benches or make other arrangements for their disposition, which other arrangements must meet with the approval of the CITY. 2. That the CITY and CONTRACTOR agree that the current rates will be maintained during the extended term of the Agreement. 3. That the May 15, 2001 Agreement between CITY and CONTRACTOR and all subsequent amendments and addenda thereto not subject to this or other duly executed amendments and addenda remain in full force and effect. Failure to specifically delineate any prior terms or conditions in this Amendment do not operate to relieve CITY or CONTRACTOR of any obligations pursuant to the Agreement or waive any rights contained therein. Temp Reso. #9786 Exhibit 2 4. That the effective date of this Amendment to the Agreement shall be May 15, 2002. 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 through its City Manager and its City Commission signing by and through its Mayor, Joe Schreiber, and Clear Channel Outdoor, signing by and through its President/GM, John Jacobs, duly authorized to execute same. ATTEST: Marion Swe son, CIVIC City Clerk Date ATTEST ZwrF v1 Type/Print Name (CORPORATE SEAL) CI Y OF TAMARAC /Jae Schreiber, Mayor Dat— ' /77 Jeffrey iller, ity Manager 7 -"�- - n -L Date Clear Comr of President/Owner John Jacobs Type/Prin Name of President/Owner Da r -. Temp Reso. #9786 Exhibit 2 CORPORATE ACKNOWLEDGEMENT STATE OF FLORIDA: :SS COUNTY OF back� _ I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the Sate aforesaid and in the County aforesaid to take acknowledgments, personally appeared John Jacobs, President/GM, of Clear Channel Outdoor a Florida Corporation, 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 _1 �!`-' day of , 2002. Signatuib of Notary Public Sta of Florida at Large Print, Type or Stamp Name of Notary Public Personally known to me or ❑ Produced Identification Type of I.D. Produced DID take an oath, or DID NOT take an oath. OFFI AI hIOTARY EA JOSIF GENCO 'r.,%.RY P1. BUC STATE OF FLORIDA � UMIMISSION 40. CC981W EXP. NOV. 132004