Resolution No. 2024-21 FDOT Master Maintenance Memorandum of Agreement for IKE Kiosks - April 2, 2024 CITY OF AVENTURA RESOLUTION NO. 2024-21
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA,
FLORIDA, APPROVING A MASTER MAINTENANCE AGREEMENT FOR
WAYFINDING KIOSK DEVICES WITH THE FLORIDA DEPARTMENT OF
TRANSPORTATION IN CONNECTION WITH THE INSTALLATION OF
OUTDOOR DIGITAL MESSAGE BOARD KIOSKS WITHIN THE CITY OF
AVENTURA; PROVIDING FOR IMPLEMENTATION; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, IKE Smart City, LLC ("IKE") designs and implements outdoor media
by providing interactive digital touchscreens which contain valuable information at
convenient locations to users within a given municipality; and
WHEREAS, IKE operates these interactive kiosks in a number of major cities
throughout the United States and the State of Florida, including the cities of Coral Gables
and Miami; and
WHEREAS, in order for IKE kiosks to be installed on Florida Department of
Transportation ("FDOT") rights-of-way in the City of Aventura (the "City"), the City must
execute a Master Maintenance Memorandum of Agreement ("MMOA") with FDOT,
attached hereto as Exhibit "A"; and
WHEREAS, the City Manager recommends that the City Commission approves
the MMOA in order to proceed with the installation and operation of these smart kiosks
for the benefit of the City and its residents; and
WHEREAS, the City Commission finds that this Resolution is in the best interest
and welfare of the residents of the City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA:
Section 1. That each of the above-stated recitals is hereby adopted, confirmed,
and incorporated herein.
Section 2. That the City Commission hereby approves the MMOA with the
Florida Department of Transportation for wayfinding kiosk devices.
Section 3. That the City Commission hereby authorizes the City Manager to
take the necessary steps to implement this Resolution and finalize the arrangements with
IKE Smart City, LLC with respect to the number of kiosks and location of said kiosks within
the City of Aventura.
City of Aventura Resolution No. 2024-21
Section 4. That this Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by Commissioner Bloom, who moved its
adoption. The motion was seconded by Commissioner Friedland, and upon being put to
a vote, the vote was as follows:
Commissioner Amit Bloom Yes
Commissioner Rachel S. Friedland Yes
Commissioner Billy Joel Yes
Commissioner Dr. Linda Marks Yes
Commissioner Michael Stern Yes
Vice Mayor Paul A. Kruss Yes
Mayor Howard S. Weinberg Yes
PASSED AND ADOPTED this 2nd day of April, 2024.
•
WARD S. WEINBERG, ES
` MAYOR
50c"
ATTEST:
ELLISA L. HORVATH, MMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
ROBERT MEYERS
CITY ATTORNEY
WEISS SEROTA HELFMAN COLE + BIERMAN, P.L.
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STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATION
MASTER MAINTENANCE MEMORANDUM OF AGREEMENT
FOR WAYFINDING KIOSK DEVICES
WITH THE
CITY OF AVENTURA
This AGREEMENT, entered into on , 2024, by and between the State
of Florida, Department of Transportation, an agency of the State of Florida, hereinafter called the
DEPARTMENT, and the City of Aventura, a municipal corporation of the State of Florida,
hereinafter called the CITY, and collectively referred to as the PARTY/PARTIES.
RECITALS:
A. The DEPARTMENT has jurisdiction over the following State Roads: Biscayne
Boulevard, and
B. Pursuant to that certain IKE Agreement dated October 19, 2023 (the "IKE Agreement"),
attached hereto as Exhibit "A", between the CITY and IKE Smart City, LLC, a Delaware
limited liability company, hereinafter called IKE, IKE intends to install, operate, and
maintain wayfinding kiosks in and around the CITY, which wayfinding kiosks are
powered by electricity, hereinafter called KIOSKS; and
C. The CITY, on behalf of IKE, desires to obtain approval from the DEPARTMENT to
install, operate, and maintain KIOSKS on DEPARTMENT owned right-of-way(RW) for
State Roads which the DEPARTMENT has jurisdiction over, collectively referred to as
the PROJECT LIMITS as described in Exhibit "B", and
D. The DEPARTMENT will consider requests and may, but is not obligated to, grant
approval to the CITY to install, operate, and maintain KIOSKS for the transportation
purpose of providing wayfinding devices for pedestrians and bicyclists; and
E. The DEPARTMENT has determined that the KIOSKS are not "sign(s)" as that word is
used in Section 337.407 of the Florida Statutes and,as a result,the KIOSKS are not subject
to the prohibition set forth in Section 337.407(1) of the Florida Statutes; and
F. DEPARTMENT approval is authorization to the CITY to install, operate, and maintain
KIOSKS and does not transfer any property rights to the CITY or IKE; and
G. The PARTIES to this AGREEMENT mutually recognize the need for entering into this
agreement designating and setting forth the responsibilities of each PARTY with regards
to the installation, operations, and maintenance of the KIOSKS installed within the
PROJECT LIMITS and further the PARTIES acknowledge this AGREEMENT was
drafted with equal participation by both PARTIES; therefore, no term or condition of this
AGREEMENT shall be strictly interpreted in favor of or against either PARTY; and
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H. The PARTIES agree that the execution of this AGREEMENT constitutes an assignment
of all installation, operations, and maintenance responsibilities pertaining to all KIOSKS
within the PROJECT LIMITS to the CITY.
I. The CITY, by Resolution No. 2024-21, dated April 2, 2024, attached hereto as Exhibit
"C", which by reference shall become a part of this AGREEMENT, desires to enter
into this AGREEMENT, and authorizes its officers to do so.
NOW, THEREFORE, for and in consideration of the mutual benefits contained herein
and other good and valuable consideration, the PARTIES covenant and agree as follows:
1. RECITALS
The recitals in this AGREEMENT are true and correct and are incorporated herein by
reference and made a part hereof.
2. INSTALLATION
a. The CITY will install all KIOSKS within the PROJECT LIMITS per the IKE
Agreement dated October 19, 2023, between the CITY and IKE and this
AGREEMENT. In case of conflict,this AGREEMENT prevails.
b. The CITY will install all KIOSKS within the PROJECT LIMITS in urban, high
pedestrian volume areas along areas of roadways where the speed limit does not
exceed 45 miles per hour at the time of installation.
C. The CITY will install all KIOSKS within the PROJECT LIMITS to provide a
clear, unobstructed pedestrian path that is a minimum of six (6) feet in width.
d. The CITY will install all KIOSKS within the PROJECT LIMITS at the
maximum practical distance from the face of curb. The CITY will provide a
minimum of six (6) feet from the face of curb to the KIOSK edge closest to the
roadway within the PROJECT LIMITS and will increase this distance as needed
to align the KIOSKS with existing features in the immediate vicinity of the
KIOSKS such as utility poles,trees, etc. so that a pedestrian weaving pattern is not
created. The DEPARTMENT will consider written requests from the CITY for
distances less than six (6) feet if aligning the KIOSK edge closest to the roadway
with existing features in the immediate vicinity of the KIOSKS such as utility
poles,trees, etc. eliminates a pedestrian weaving pattern; approval or denial of said
requests by the DEPARTMENT shall be in writing. A Design Variation must
be submitted to the DEPARTMENT if the KIOSK is less than six (6) feet
from the face of the curb.
e. The CITY will install all KIOSKS within the PROJECT LIMITS a minimum
distance of 15 (fifteen) feet from any fire hydrant or accessible parking space.
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f. The CITY will install all KIOSKS within the PROJECT LIMITS to not create
any horizontal sight distance issues or other driver, bicyclist, or pedestrian sight
obstructions.
g. The CITY will install all KIOSKS within the PROJECT LIMITS in accordance
with the DEPARTMENT's Standard Specifications for Road and Bridge
Construction applicable at the time of the installations.
h. The CITY will install utilities for all KIOSKS within the PROJECT LIMITS
without open cutting or trenching the sidewalk and pavement. The CITY will
remove and replace sidewalks impacted by KIOSK installation from sidewalk joint
to sidewalk joint.
i. The CITY will install all KIOSKS within the PROJECT LIMITS without
creating horizontal walking surface gaps greater than a half (1/2) of an inch
including gaps between the interface (perimeter) of the KIOSKS and the walking
surface the KIOSKS reside on. If a separate `pedestal' foundation is used, the
interface of the foundation with the walking surface will be either flush or will
extend a minimum of six inches above the walking surface to function as a
detectable curb delineating the walking surface from the foundation `pedestal'. In
no cases shall the foundation or level landing configuration impinge upon an
unobstructed, clear side reach of ten inches from the edge of the level landing to
the controls.
j. The CITY will install all KIOSKS within the PROJECT LIMITS without
creating vertical sidewalk differentials greater than a quarter (1/4) of an inch
including differentials between the interface (perimeter) of the KIOSKS and the
walking surface the KIOSKS reside upon.
k. The CITY will install all KIOSKS securely to their foundations and will provide
a clear opening between the KIOSKS and the sidewalks to facilitate cleaning of
the sidewalks and preclude the accumulation of litter and debris.
1. The CITY will install all KIOSKS with a minimum 30 inch x 48 inch level landing
directly in front of the operational controls with the 48 inch dimension centered on
the controls. A level landing is considered a 2% maximum surface slope in all
directions.
In. The CITY will install all KIOSKS within the PROJECT LIMITS with screens
that do not exceed 18 square feet in size and only provide messages on the front
and back of the KIOSKS; further the KIOSKS themselves shall not be lit.
n. The CITY will install all KIOSKS within the PROJECT LIMITS with light
sensors allowing the screens to automatically dim brightness during nighttime
hours.
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o. The CITY will install all KIOSKS within the PROJECT LIMITS with physical
and cyber hacking security to prevent displays or messages which are not intended
and approved by the CITY and IKE.
p. The CITY will install all KIOSKS within the PROJECT LIMITS with remote
monitoring and control capability so any compromise in security can be shut down
immediately.
3. OPERATIONS AND MAINTENANCE
a. The CITY will operate and maintain all KIOSKS, as long as the KIOSKS remain
in place, to ensure safety, aesthetics, and function.
b. The CITY will operate and maintain all KIOSKS within the PROJECT LIMITS
in accordance with the terms of the IKE Agreement dated October 19, 2023,
between the CITY and IKE and this AGREEMENT. In case of conflict, this
AGREEMENT prevails.
C. The CITY will allow the DEPARTMENT to have input on and utilize the CITY's
Directed Content for KIOSKS installed within the PROJECT LIMITS per the
terms of the IKE Agreement dated October 19, 2023, between the CITY and IKE.
d. The CITY will operate and maintain all KIOSKS to ensure screens automatically
dim brightness during nighttime hours.
e. The CITY will operate and maintain all KIOSKS within the PROJECT LIMITS
to ensure messages do not display chasing, flashing, or moving lighting.
f. The CITY will operate all KIOSKS within the PROJECT LIMITS to provide
message content that is of broad community interest and significance, approved by
the CITY,and consistent with the IKE Agreement dated October 19,2023,between
the CITY and IKE.Message content will comply with the message content-related
provisions of the DEPARTMENT'S "Sponsorship Program Policy" (dated
February 6, 2014) or any future message content policy that replaces it. The CITY
will respond to and resolve all issues, comments, and questions relating to message
content,regardless of source,to the satisfaction of the DEPARTMENT.
g. The CITY will operate and maintain all KIOSKS within the PROJECT LIMITS
to ensure they are secure from physical and cyber hacking resulting in displays or
messages which are not intended and can be monitored and controlled remotely to
immediately shut down any compromise in security. The CITY will immediately
shut down any displays or messages not intended and approved by the CITY and
IKE.
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h. The CITY will operate and maintain all KIOSKS within the PROJECT LIMITS
to ensure all horizontal walking surface gaps in the immediate vicinity of installed
KIOSKS are not greater than a half(1/2) of an inch including gaps between the
interfaces(perimeters)of the KIOSKS and the walking surface the KIOSKS reside
on.
i. The CITY will operate and maintain all KIOSKS within the PROJECT LIMITS
to ensure all walking surface vertical differentials are not greater than a quarter
(1/4) of an inch in depth including vertical differentials between the interfaces
(perimeters) of the KIOSKS and walking surface the KIOSKS reside on.
j. The CITY will remove and dispose of litter within a 10- foot radius around each
KIOSK within the PROJECT LIMITS during the daily visits to each KIOSK.
k. The CITY will submit Lane Closure Requests to the DEPARTMENT when
maintenance activities require the closure of a traffic lane in the DEPARTMENT's
right-of-way.Lane closure requests shall be submitted through the District Six Lane
Closure Information System, to the DEPARTMENT's area Permit Manager in
accordance with the District Six Lane Closure Policy, as may be amended from
time to time.
1. The CITY will provide the DEPARTMENT a report every January with the total
yearly (12-month period) usage for each of the KIOSKS. The report shall include
the number of impressions gathered at each KIOSK installed within the
PROJECT LIMITS, the number of hours the KIOSK is not operational, the
number and duration of public service messages, and the total number of
incidents/accidents recorded/reported that involves the KIOSK.
In. The CITY will maintain a service log of all operations and maintenance activities
within the PROJECT LIMITS that sets forth the date of the activity, the KIOSK
that was maintained, and the work that was performed.
n. The CITY is responsible for obtaining copies of all applicable rules, regulations,
policies, procedures, guidelines, and manuals, as may be amended from time to
time.
4. INSTALLATION. OPERATIONS. AND MAINTENANCE DEFICIENCIES
a. If at any time and for any reason it shall come to the attention of the
DEPARTMENT that the CITY's contractual obligations as established herein are
not being complied with pursuant to the terms of this AGREEMENT, the
DEPARTMENT may, at its option, issue a written notice, delivered to the Office
of the CITY MANAGER, to notify the CITY of the deficiencies. If the
deficiencies are safety related or displayed messages related, the CITY shall
immediately correct the cited deficiencies. The CITY shall correct cited
deficiencies which are not safety related or displayed messages related in
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accordance with paragraph 13.a of the IKE Agreement dated October 19, 2023,
between the CITY and IKE.
b. The CITY will provide the DEPARTMENT with an assessment of the cause of
said deficiencies and provide written remedial measures that will be taken to
prevent reoccurrence. If said deficiencies are not corrected to the satisfaction of the
DEPARTMENT,the DEPARTMENT may, at its option, correct any deficiencies
or non-compliance and/or remove the KIOSKS at the DEPARTMENT's sole
discretion and seek the costs of correcting the deficiencies or KIOSK removal from
the CITY.
5. NOTICES
All notices, requests, demands, consents, approvals, and other communication which are
required to be served or given hereunder, shall be in writing and shall be sent by email or certified
U.S. mail, return receipt requested, postage prepaid, addressed to the PARTY to receive such
notices as follows:
To the DEPARTMENT: Florida Department of Transportation
1000 Northwest I I I Avenue, Room 6205
Miami, Florida 33172-5800
Attn: District Maintenance Engineer
email: renato.marrero@dot.state.fl.us
To the CITY: City of Aventura Government Center
19200 W. Country Club Drive
Aventura, FL 33180
Attn: Bryan Pegues, Deputy City Manager
Email: bpegues@cityofaventura.com
With a copy to: Weiss Serota Helfman Cole + Bierman, P.L.
2255 Glades Road, Suite 200E
Boca Raton, FL 33431
Attn: Robert Meyers, City Attorney
rmeyers@wsh-law.com
Notices sent by email will be deemed to have been received by the end of one (1) business day
after being sent unless a reply of actual receipt is provided. Notices sent by certified U.S. mail
shall be deemed to have been received by the end of five(5)business days from the proper sending
thereof unless proof of prior actual receipt is provided.
6. REMOVAL. RELOCATION OR ADJUSTMENT OF THE KIOSKS
a. The CITY will remove, relocate, or adjust at any time in the future KIOSKS and
restore the area of the removed, relocated, or adjusted KIOSKS within the
PROJECT LIMITS to a standard concrete sidewalk, in accordance with the
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DEPARTMENT's guidelines, standards, specifications, and procedures, at the
CITY's expense, for the construction, repair, improvement, maintenance, safe and
efficient operation, alteration, or relocation of all, or any part of a state road, at the
DEPARTMENT's sole discretion and satisfaction.
b. The DEPARTMENT will notify the CITY a minimum of 60 calendar days prior
to any DEPARTMENT-directed relocation, removal, or adjustment to allow the
CITY time to coordinate the relocation, removal, or adjustment. If the KIOSKS
are not relocated, removed, or adjusted in a timely manner as determined by the
DEPARTMENT, then the DEPARTMENT will remove the KIOSKS at the
CITY's expense.
C. The CITY's operations and maintenance responsibilities will survive any
relocation or adjustment, as long as the KIOSKS remain within the PROJECT
LIMITS.
7. AUTHORIZATION TO INSTALL. OPERATE. AND MAINTAIN
a. The CITY will submit draft KIOSK installation plans and details and schedules
for each proposed location within the PROJECT LIMITS to the
DEPARTMENT. The DEPARTMENT will review the draft KIOSK installation
plans and details and schedules for compliance with the requirements of this
AGREEMENT and review upcoming DEPARTMENT projects. The
DEPARTMENT and CITY will discuss any comments, questions, and concerns
within thirty (30) calendar days and meet on- site if requested by either the
DEPARTMENT or CITY.
b. After the on-site meeting, if requested, and resolution of any comments, questions,
and concerns, the CITY will submit a General Use Permit application for each
proposed KIOSK location or relocation to the DEPARTMENT. The General Use
Permit application must include installation plans and details signed and sealed by
a Professional Engineer registered in the State of Florida and installation schedules
showing the requirements of this AGREEMENT are satisfied.
C. The DEPARTMENT will review the General Use Permit application, and if all
requirements of this AGREEMENT are satisfied, approve the General Use Permit
application for a term of four(4) years.
d. The CITY will install the KIOSK within 180 calendar days of DEPARTMENT
approval of the General Use Permit.
e. At the end of the four (4) year term, the CITY may submit another General Use
Permit application for any proposed KIOSK locations to the DEPARTMENT.
The DEPARTMENT will review the General Use Permit application, and if all
requirements of this AGREEMENT have been satisfied and if the KIOSK
continues to serve the transportation purpose of providing a wayfinding device for
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pedestrians and bicyclists as indicated by increasing or consistent impressions
gathered at the KIOSK, approve the General Use Permit application for a term of
four (4) years. In the event that impressions decrease at a KIOSK, the CITY and
DEPARTMENT will work in good faith to determine if the KIOSK should be
removed, be relocated, or remain. The CITY may continue to submit for General
Use Permits until the date this AGREEMENT ends.
f. DEPARTMENT authorized KIOSK locations will be incorporated into this
AGREEMENT by a supplemental agreement between the PARTIES, in the form
attached hereto as Exhibit"D",to be executed by the authorized signatories of this
AGREEMENT, or their designees.
8. TERM
a. The effective date of this AGREEMENT will commence upon execution by the
PARTIES.
b. The term of this AGREEMENT consists of an initial term and two possible
renewal terms.
C. The initial term of this AGREEMENT will commence upon the effective date and
continue for ten (10) years.
d. At the end of the initial term, the first possible renewal term will commence and
continue for five (5) years. The DEPARTMENT will notify the CITY in writing
at least one hundred twenty(120) calendar days prior to the expiration of the initial
term if the DEPARTMENT does not wish to renew this AGREEMENT. Within
that one hundred twenty (120) calendar day period, the CITY and the
DEPARTMENT will work in good faith to remedy any concerns causing the
DEPARTMENT to consider non-renewal. In the event that such considerations
are not remedied,the DEPARTMENT may elect in its sole discretion to not renew
the AGREEMENT.
e. If applicable, at the end of the first renewal term,the second possible renewal term
will commence and continue for five (5) years. The DEPARTMENT will notify
the CITY in writing at least one hundred twenty (120) calendar days prior to the
expiration of the initial term if the DEPARTMENT does not wish to renew.Within
that one hundred twenty (120) calendar day period, the CITY and the
DEPARTMENT will work in good faith to remedy any concerns that are causing
the DEPARTMENT to consider non-renewal. In the event that such considerations
are not remedied,the DEPARTMENT may elect in its sole discretion to not renew
the AGREEMENT.
f. No additional General Use Permits shall be approved when this AGREEMENT
ends. General Use Permits approved prior to the end of this AGREEMENT will
survive until the term of each General Use Permit ends. Prior to the end of each
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General Use Permit, the CITY will, at its sole cost and expense, remove the
KIOSK and restore the area to a standard concrete sidewalk, in accordance with
the DEPARTMENT'S guidelines, standards, and procedures, and to the
satisfaction of the DEPARTMENT.
9. TERMINATION
a. The DEPARTMENT may terminate this AGREEMENT upon sixty(60)calendar
days written advance notice if the CITY fails to perform its duties under this
AGREEMENT or fails to respond to and correct the reasons for the termination
stated in the notice.
b. Both PARTIES may mutually agree to terminate this AGREEMENT. An
agreement to terminate shall be valid only if made in writing and executed with the
same formalities as this AGREEMENT.
C. In accordance with Section 287.058(1)(c), Florida Statutes, the DEPARTMENT
may unilaterally cancel this AGREEMENT if the CITY refuses to allow public
access to any or all documents, papers, letters, or other materials made or received
by the CITY pertinent to this AGREEMENT unless the records are exempt from
Section 24(a) of Article I of the State Constitution and Section 119.07(1), of the
Florida Statutes.
d. Prior to the effective date of termination of the AGREEMENT pursuant to this
Section, the CITY will, at its sole cost and expense, remove all KIOSKS and
restore the area to a standard concrete sidewalk, in accordance with the
DEPARTMENT'S guidelines, standards, and procedures, and to the satisfaction
of the DEPARTMENT. Notwithstanding the foregoing, General Use Permits
approved prior to the end of this AGREEMENT will survive until the term of each
General Use Permit ends.
10. GENERAL TERMS
a. E-Verify
The CITY will:
i. Utilize the U.S. Department of Homeland Security's E-Verify system to
verify the employment eligibility of all new employees hired by the
Vendor/Contractor during the term of the contract; and
ii. Expressly require any subcontractors performing work or providing
services pursuant to the state contract to likewise utilize the U.S.
Department of Homeland Security's E-Verify system to verify the
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employment eligibility of all new employees hired by the subcontractor
during the contract term. (Executive Order Number 2011-02)
The CITY will insert the E-Verify clause into any contract entered into by the
CITY with vendors or contractors hired by the CITY for purposes of performing
its duties under this AGREEMENT.
b. This writing embodies the entire AGREEMENT and understanding between the
PARTIES hereto and there are no other agreements and understanding, oral or
written, with reference to the subject matter hereof that are not merged herein and
superseded hereby.
C. This AGREEMENT shall not be transferred or assigned, in whole or in part,
without the prior written consent of the DEPARTMENT.
d. This AGREEMENT shall be governed by and constructed in accordance with the
laws of the State of Florida. Any provisions of this AGREEMENT found to be
unlawful or unenforceable is severable and will not affect the validity of the
remaining portions of the AGREEMENT.
e. The venue for any and all actions arising out of or in connection with the
interpretation, validity, performance or breach of this AGREEMENT lies
exclusively in a state court of proper jurisdiction in Leon County, Florida.
f. A modification or waiver of any of the provisions of this AGREEMENT shall be
effective only if made in writing and executed with the same formality as this
AGREEMENT.
g. The section headings contained in this AGREEMENT are for reference purposes
only and do not affect the meaning or interpretation hereof.
h. No term or provision of this AGREEMENT shall be interpreted for or against
either PARTY because the PARTY or its legal representative drafted the
provision.
i. The DEPARTMENT is a state agency, self-insured and subject to the provisions
of Section 768.28, Florida Statutes, as may be amended from time to time.Nothing
in this AGREEMENT shall be deemed or otherwise interpreted as waiving the
DEPARTMENT's sovereign immunity protections, or as increasing the limits of
liability as set forth in Section 768.28, Florida Statutes.
j. This AGREEMENT shall not be construed as in any way establishing a
partnership, joint venture, express or implied agency, or employer employee
relationship between the DEPARTMENT, the CITY, and IKE.
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11. INDEMNIFICATION
a. Subject to Section 768.28, Florida Statutes, as may be amended from time to time,
the CITY shall promptly indemnify, defend, save and hold harmless the
DEPARTMENT, its officers, agents,representatives and employees from any and
all losses, expenses, fines, fees, taxes, assessments, penalties, costs, damages,
judgments, claims, demands, liabilities, attorneys fees (including regulatory and
appellate fees), and suits of any nature or kind whatsoever caused by, arising out
of, or related to the CITY's exercise or attempted exercise of its responsibilities as
set out in this AGREEMENT, including but not limited to, any act, action,neglect
or omission by the CITY, its officers, agents, employees, contractors, or
representatives in any way pertaining to this AGREEMENT, whether direct or
indirect, except that neither the CITY nor any of its officers, agents, employees or
representatives will be liable under this provision for damages arising out of injury
or damages directly caused or resulting from the sole negligence of the
DEPARTMENT.
b. The CITY's obligation to indemnify, defend and pay for the defense of the
DEPARTMENT, or at the DEPARTMENT's option, to participate and associate
with the DEPARTMENT in the defense and trial of any claim and any related
settlement negotiations, shall be triggered immediately upon the CITY's receipt of
the DEPARTMENT's notice of claim for indemnification. The notice of claim for
indemnification shall be deemed received if the DEPARTMENT sends the notice
in accordance with the formal notice mailing requirements set forth in Section 5 of
this AGREEMENT. The DEPARTMENT's failure to notify the CITY of a claim
shall not release the CITY of the above duty to defend and indemnify the
DEPARTMENT.
C. The CITY shall pay all costs and reasonable attorney's fees related to this
obligation and its enforcement by the DEPARTMENT. The indemnification
provisions of this section shall survive termination or expiration of this
AGREEMENT, but only with respect to those claims that arose from acts or
circumstances which occurred prior to termination or expiration of this
AGREEMENT.
d. The CITY's evaluation of liability or its inability to evaluate liability shall not
excuse the CITY's duty to defend and indemnify the DEPARTMENT under the
provisions of this section. Only an adjudication or judgment, after the highest
appeal is exhausted, specifically finding the DEPARTMENT was solely negligent
shall excuse performance of this provision by the CITY.
12. COUNTERPARTS AND ELECTRONIC SIGNATURES
This AGREEMENT may be executed in counterparts, each of which shall be an original
as against either PARTY whose signature appears thereon, but all of which taken together shall
constitute but one and the same instrument. An executed facsimile or electronic scanned copy of
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this AGREEMENT shall have the same force and effect as an original. The PARTIES shall be
entitled to sign and transmit an electronic signature on this AGREEMENT(whether by facsimile,
PDF or other email transmission), which signature shall be binding on the PARTY whose name
is contained therein. Any PARTY providing an electronic signature agrees to promptly execute
and deliver to the other PARTIES an original signed AGREEMENT upon request.
IN WITNESS WHEREOF, the PARTIES hereto have caused these presents to be
executed the day and year first above written.
CITY OF AVENTURA: STATE OF FLORIDA,
DEPARTMENT OF TRANSPORTATION:
BY: `V BY:
Ronald J. a on, City Manager District Director of
Transportation Operations
ATTEST: ATTEST:
BY:�
Ellisa L. Horvath, MC Executive Secretary
City Clerk
LEGAL REVIEW:
7JA.
I _BY: VL 1 BY:
Robert Meyers, City Attorney District Chief Counsel
Weiss Serota Helfman Cole + Bierman, P.L.
Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Aventura(Master Kiosk Agreement)
Page 12 of 16
EXHIBIT "A"
IKE AGREEMENT
DATED OCTOBER 19, 2023
BETWEEN THE CITY OF AVENTURA AND IKE SMART CITY, LLC
To be herein incorporated.
Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Aventura(Master Kiosk Agreement)
Page 13 of 16
INTEGRATION AGREEMENT FOR THE
CITY OF AVENTURA DIGITAL COMMUNITY KIOSKS
BETWEEN THE CITY OF AVENTURA,FLORIDA
AND
IKE SMART CITY, LLC
STATE OF FLORIDA §
COUNTY OF MIAMI-DADE §
This Integration Agreement (the "Agreement") is entered into this day of Odd bl ,
2023 (the "Effective Date") by and between the City of Aventura, Florida, a Florida municipal
corporation("City"), and IKE Smart City, LLC("IKE"),both of which may be referred to herein
collectively as the"Parties."
The purpose of the Agreement is to permit the installation and operation of, and the display of
Advertisements on, at least fifteen (15) IKE Kiosks at various Locations within the City, all as
more particularly described in and in accordance with the terms of the IKE Agreement, attached
hereto as Exhibit A and incorporated herein by reference.In the event of conflict between the terms
of this Agreement and the terms of the IKE Agreement, the IKE Agreement shall govern and
control. Capitalized terms used herein and not defined shall have the meaning ascribed to them in
the IKE Agreement.
The Parties hereto severally and collectively agree, and by the execution hereof are bound,to the
mutual obligations herein contained and to the performance and accomplishment of the tasks
hereinafter described.
1.0 CONTRACT DOCUMENTS
The terms and conditions for performance and payment of compensation for this Agreement
are set forth in the following contract documents, true and correct copies of which are attached
hereto and fully incorporated herein for all purposes,and shall be interpreted in the order of priority
as appears below:
a. This Agreement; and
b. IKE Agreement(Exhibit A).
2.0 TERM
The term of the Agreement will be for a period beginning on the Effective Date and expiring on
the December 31`that is ten(10)full years following the date on which the 15'h IKE Kiosk is
installed and operational. The Agreement shall automatically renew for one (1)additional term
of ten(10)years without further City Commission approval.
3.0 INSURANCE
Prior to the commencement of any work under this Agreement, IKE shall furnish copies of all
required endorsements and completed Certificate(s) of Insurance to the City's Finance
Department, Purchasing Division, which shall be clearly labeled "DIGITAL COMMUNITY
KIOSKS" in the Description of Operations block of the Certificate. The Certificate(s) shall be
completed by an agent and signed by a person authorized by that insurer to bind coverage on its
behalf.The City will not accept a Memorandum of Insurance or Binder as proof of insurance.The
certificate(s) must be signed by the Authorized Representative of the carrier, and list the agent's
signature and phone number. The certificate should be mailed, with copies of all applicable
endorsements,directly from the insurer's authorized representative to the City. The City shall have
no duty to pay or perform under this Agreement until such certificate and endorsements have been
received and approved by the City's Finance Department, Purchasing Division. No officer or
employee,other than the City's Risk Manager,shall have authority to waive this requirement.
The City reserves the right to review the insurance requirements of this Article during the effective
period of this Agreement and any extension or renewal hereof and to modify insurance coverages
and their limits when deemed necessary and prudent by City's Risk Manager based upon changes
in statutory law,court decisions, or circumstances surrounding this Agreement In no instance will
City allow modification whereby City may incur increased risk.
IKE's financial integrity is of interest to the City; therefore, subject to IKE's right to maintain
reasonable deductibles in such amounts as are approved by the City,IKE shall obtain and maintain
in full force and effect for the duration of this Agreement,and any extension hereof,at IKE's sole
expense, insurance coverage written on an occurrence basis, unless otherwise indicated, by
companies authorized to do business in the State of Florida and with an A.M Best's rating of no
less than A(VII),in the following types and for an amount not less than the amount listed below:
TYPE AMOUNTS
Workers Compensation Statutory
Employers- Liability 1,000,000/$1,000 000/$1,000,000
. Commercial General Liability For bodily Injury and property Damage of
Insurance to include coverage for the $1,000,000 per occurrence;
following: $2,000,000 General Aggregate, or it
Premises/Operations equivalent in Umbrella or Excess Liability
Products/Completed Operations Coverage
Persona/Advertising Injury
4. Business Automobile Liability Combined Single Limit for Bodily Injury
Owned/leased vehicles and property Damage of$1,000,000 per
Non-owned vehicles occurrence
Hired Vehicles
5. Professional Liability(Claims-made $1,000,000 per claim, to pay Oil behalf of
basis)To be maintained and in effect for the insured all sums which the insured shall
o less than two years subsequent to the become legally obligated to pay as damage
completion of the professional service. by reason of any act,malpractice, error,or
Emission in 2Mfessional services.
IKE agrees to require, by written contract, that all subcontractors providing goods or services
hereunder obtain the same categories of insurance coverage-required of IKE herein,and provide a
certificate of insurance and endorsement that names the IKE and the City as additional insureds.
Policy limits of the coverages carried by subcontractors will be determined as a business decision
of IKE. IKE shall provide the City with said certificate and endorsement prior to the
commencement of any work by the subcontractor. This provision may be modified by City's Risk
Manager, without subsequent City Commission approval, when deemed necessary and prudent,
based upon changes in statutory law,court decisions;or circumstances surrounding this agreement.
Such modification may be enacted by letter signed by City's Risk Manager, which shall become a
part of the contract for all purposes.
As they apply to the limits required by the City,the City shall be entitled,upon request and without
expense, to receive copies of the policies, declaration page, and all required endorsements. IKE,
shall be required to comply with any such requests and shall submit requested documents to City
at the address provided below within 10 days. IKE shall pay any costs incurred resulting from
provision of said documents.
IKE agrees that with respect to the ab ve required insurance, all insurance policies are to contain
or be endorsed to contain the following provisions:
• Name the City, its officers, officials, employees, volunteers, and elected representatives as
additional insureds by endorsement, as respects operations and activities of. or on behalf of,
the named insured performed under contract with the City,with the exception of the workers'
compensation and professional liability policies;
• Provide for an endorsement that the "other insurance" clause shall not apply to the City of
Aventura where the City is an additional insured shown on the policy;
■ Workers' compensation,employers liability, general liability and automobile liability policies
will provide a waiver of subrogation in favor of the City.
• Provide advance written notice directly to City of any suspension or non-renewal in coverage,
and not less than ten(10)calendar days advance notice for nonpayment of premium.
Within five(5)calendar days of a suspension,cancellation,or non-renewal of coverage,IKE shall
provide, a replacement Certificate of Insurance and applicable endorsements to City. City shall
have the option to suspend IKE's performance should there be a lapse in coverage at any time
during this contract. Failure to provide and to maintain the required insurance shall constitute a
material breach of this Agreement.
In addition to any other remedies the City may have upon IKE's failure to provide and maintain
any insurance or policy endorsements to the extent and within the time herein required, the City
shall have the right to order IKE to stop work hereunder, and/or withhold any payment(s) which
become due to IKE hereunder until IKE demonstrates compliance with the requirements hereof
Nothing herein contained shall be construed as limiting in any way the extent to which IKE may
be held responsible for payments of damages to persons or property resulting from IKE's or its
subcontractors'performance of the work covered under this Agreement.
It is agreed that IKE's insurance shall be deemed primary and non-contributory with respect to any
insurance or self insurance carried by the City of Aventura for liability arising out of operations
under this Agreement.
It is understood and agreed that the insurance required is in addition to and separate from any other
obligation contained in this Agreement and that no claim or action by or on behalf of the City shall
be limited to insurance coverage provided.
IKE and any subcontractors are responsible for all damage to their own equipment and/or property.
4.0 INDEMNIFICATION
IKE covenants and agrees to FULLY INDEMNIFY, DEFEND and HOLD HARMLESS, the
CITY and the elected officials, employees, officers, directors, volunteers and representatives of
the CITY,individually and collectively,from and against any and all costs,claims,liens,damages,
losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability
and suits of any kind and nature,including but not limited to,personal or bodily injury, death and
property damage, made upon the CITY directly or indirectly arising out of, resulting from or
related to IKE's activities under this Agreement,including any acts or omissions of IKE,any agent,
officer,director,representative,employee,consultant or subcontractor of IKE,and their respective
officers, agents employees, directors and representatives while in the exercise of the rights or
performance or the duties under this Agreement. The indemnity provided for in this paragraph
shall not apply to any liability resulting from the negligence of CITY,its officers or employees,in
instances where such negligence causes personal injury, death, or property damage. IN THE
EVENT IKE AND CITY ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT
JURISDICTION, LIABILITY SHALL BE APPORTIONED COMPARATIVELY IN
ACCORDANCE WITH THE LAWS FOR THE STATE OF FLORIDA, WITHOUT,
HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE CITY
UNDER FLORIDA LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES
UNDER FLORIDA LAW.
The provisions of this INDEMNITY are solely for the benefit of the parties hereto and not intended
to create or grant any rights, contractual or otherwise. to any other person or entity. IKE shall
advise the CITY in writing within 24 hours of any claim or demand against the CITY or IKE
known to IKE related to or arising out of IKE's activities under this AGREEMENT and shall see
to the investigation and defense of such claim or demand at IKE's cost. The CITY shall have the
right, at its option and at its own expense,to participate in such defense without relieving IKE of
any of its obligations under this paragraph.
5.0 LAW APPLICABLE
5.1 THIS CONTRACT SHALL BE CONSTRUED UNDER AND IN ACCORDANCE WITH
THE LAWS OF THE STATE OF FLORIDA AND ALL OBLIGATIONS OF THE PARTIES
CREATED HEREUNDERARE PERFORMABLE IN MIAMI-DADE COUNTY, FLORIDA.
5.2 Any legal action or proceeding brought or maintained, directly or indirectly,as a result of this
Contract shall be heard and determined in the City of Aventura,Miami-Dade County, Florida.
6.0 TERMINATION
6.1 For purposes of this Agreement"termination"of this Agreement shall mean termination by
expiration of the Agreement term as stated,or earlier termination pursuant to any of the provisions
hereof.
6.2 Intentionally omitted.
6.3 Termination For Cause. Upon written notice,either party may terminate this Agreement as
of the date provided in the notice, in whole or in part upon the occurrence of one (1) or more of
the following events, each of which she constitute an Event for Cause under this Agreement:
6.4 The sale, transfer, pledge, conveyance or assignment of this Agreement without prior
approval,which shall not be reasonably be withheld.
6.5 City's failure for a period of thirty(30) days to pay IKE for service and/or materials under
of this Agreement.
6.6 Defaults With Opportunity for Cure. Should IKE default in the performance of this
Agreement in a manner, same shall be considered an event of default City shall deliver written
notice of said default specifying such matter(s)in default.IKE shall have thirty(30)calendar days
after receipt of the written notice to cure such default. If IKE fails to cure the default within such
thirty-day cure period City shall have the right without further notice,to terminate this Agreement
in whole or in part as City deems appropriate.
6.6.1 Bankruptcy or selling substantially all of company's assets;
6.6.2 Failing to perform or failing to comply with any covenant herein required; and
6.6.3 Performing unsatisfactorily,as reasonably determined by City.
6.7 Termination By Law. If any state or federal law or regulation is enacted or promulgated
which prohibits the performance of any of the duties herein,or,if any law is interpreted to prohibit
such performance, this Agreement shall automatically terminate as of the effective date of such
prohibition.
6.8 Regardless of how this Agreement is terminated, IKE shall affect an orderly transfer to
City or to such person(s) or firm(s) as the City may designate, at no additional cost to City, all
completed or partially completed documents, papers, records, charts, reports, and any other
materials or information produced as a result of or pertaining to the services rendered by IKE, or
provided to IKE, hereunder, regardless of storage medium, if so requested by City, or shall
otherwise be retained by IKE. Payment of compensation due or to become due to IKE is
conditioned upon delivery of all such documents, if requested.
6.9 Termination Not Sole Remedy. In no event shall City's action of terminating this
Agreement, whether for cause or otherwise, be deemed an election of City's remedies, nor shall
such termination limit, in any way, at Jaw or at equity, City's right to seek damages from or
otherwise pursue IKE for any default hereunder or other action.
6.10 If funding for the entire Agreement is not appropriated at the time this Agreement is entered
into,and such appropriation is necessary to enable the City to administer the operation of the IKE
Kiosks and the City will not otherwise recoup all, or such portion that is not appropriated, of its
administration costs from the Rent payable pursuant to the terms of the IKE Agreement. City
retains the right to terminate this Agreement at the expiration of each of City's budget periods,and
any subsequent contract period is subject to and contingent upon such appropriation. In the event
of such termination by City, IKE shall be entitled to payment in full for all work which IKE has
performed in accordance with this Agreement and all equipment which IKE has delivered to the
City pursuant to this Agreement.
7.0 ENTIRE AGREEMENT
This Agreement, together with its exhibits, if any, constitutes the final and entire agreement
between the parties hereto and contains all of the terms and conditions agreed upon. No other
agreements, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to
exist or to bind the parties hereto, unless the same-are in writing, dated subsequent to the date
hereto,and duly executed by the parties.
(Signatures on following page)
EXECUTED and AGREED to as of the dates indicated below. This Agreement may be executed
in multiple copies, each of which shall constitute an original.
CITY OF AVENTU IKE SMART CITYLLC
By' By: ]
Print Namc: _ e�r4[ tl �_ �1a$At Print Name:
Its: Its: C��
Exhibit A
IKE AGREEMENT
THIS IKE AGREEMENT (this"Agreement")is agreed to by and between the City and
the Company as of the date set forth in the Integration Agreement(the"Effective Date").
I
BACKGROUND INFORMATION
A. The Company is engaged in the development, installation, operation, and
maintenance of interactive wayfinding platforms, including IKE Kiosks(as hereinafter defined).
B. The City desires to improve the experience for its residents and visitors through the
use of IKE Kiosks.
C. The City and the Company now desire to coordinate efforts to discuss the
deployment of IKE Kiosks within the City, and the City desires to grant Company certain rights
to construct, install,operate,maintain,repair,replace,upgrade,and remove IKE Kiosks in and on
the Locations(as hereinafter defined)all in accordance with the terms set forth in this Agreement.
AGREEMENT
NOW,THEREFORE,for good and valuable consideration,the receipt and sufficiency
of which are hereby acknowledged, City and Company hereby agree as follows:
1. Incorporation of Background Information.The foregoing background
information is hereby incorporated and made a part of this Agreement.
2. Definitions.
a. "Agreement" or"IKE Agreement" means the terms and condition set forth in this
Exhibit A to the Integration Agreement.
b. "City"means the City of Aventura, Florida.
c. "City Directed Content" means any and all content provided to Company by the
City or an organization directed by the City for display on IKE Kiosks or created by the
Company at the direction of the City, including any content on which City, or its affiliates',
logos,trademarks or other City marks may appear.
d. "Company"means IKE Smart City, LLC, a Delaware limited liability company.
e. "Digital IKE Kiosks"means the interactive media kiosks operated by the Company
for the purpose of displaying static and digital content, and which may provide, without
limitation,those services and applications as set forth on Exhibit C. The Digital IKE Kiosks
are referred to individually as a"Digital IKE Kiosk".
f. "Fiscal Quarter" means the periods between and including (i) January 1"through
March 31",(ii)April 1st through June 30`h(iii)July I"through September 30a',and(iv)October
0 through December 31`.
g. "Freedom of Information Law"or"FOI Law"means all applicable state and federal
statues, laws. ordinances, rules, regulations, requirements and codes, related to any public
request for information, requiring certain proceedings of government agencies to be open or
available to the public,or otherwise known as a"Sunshine Law"or"Open Records Acts."
h. "IKE Kiosks" means the Digital IKE Kiosks and Static IKE Kiosks. The IKE
Kiosks are referred to individually as an"IKE Kiosk".
i. "Installation Work" means all work performed by the Company to install an IKE
Kiosk at a Location, including any and all work necessary to bring electrical service or fiber
optic cable to that Location.
j. "Integration Agreement"means that certain Integration Agreement for the City of
Aventura Digital Community Kiosk Between the City of Aventura, Florida and IKE Smart
City, LLC.
k. "Intellectual Property Rights" or "IPR" means the Company's patents, registered
designs,and trademarks, together with applications therefor and copyrights of any kind.
1. "Interactive Mode" means the condition of an IKE Kiosk during any period in
which a user is actively engaging the IKE Kiosk.
m. "Locations" means those locations on which the IKE Kiosks may be installed by
Company as described on Exhibit A,and subject to change as set forth in this Agreement.The
Locations are referred to individually as a"Location".
n. "Minimum Annual Guarantee"means those amounts set forth on Exhibit B-1.
o. "Net Revenue" means the total revenue generated by the Company in connection
with the operation of the IKE Kiosks,less the amount of the upfront costs for the purchase and
installation of the machines, amortized on a straight-line basis over the Initial Term of this
Agreement.
p. "Operational Date"means the date on which an IKE Kiosk is installed and capable
of carrying advertisements and performing the functions and services set forth in this
Agreement.
q. "Rent" means the amount paid by the Company to the City for the use of the
Locations,as set forth on Exhibit B.
r. "Passive Mode"means the condition of an IKE Kiosk during any period in which
no users are actively engaging the IKE Kiosk.
s. "Required Approvals" means any and all governmental approvals, permits and
entitlements the Company or City deems reasonably necessary for the installation and
operation of IKE Kiosks.
t. "Software"means any and all software used in the operation of the IKE Kiosks.
u. "Spot" means a discrete unit of time during Passive Mode when content may be
displayed on IKE Kiosk screens.
v. "Term" means the period in which the Company may install and operate the IKE
Kiosks,as set forth on Exhibit B,and shall include the Initial Term and any Renewal Tenn.
I 3. Permitting Period. From and after the Effective Date, the parties shall work
together on an exclusive basis to ensure that the Required Approvals are obtained, and the City
shall provide such advice, counsel, and assistance as is reasonably practicable and permissible to
assist the Company in preparing and submitting permit applications for the installation, operation
and maintenance of the IKE Kiosks on the Locations and the display of Advertisements thereon.
During any time when the parties are seeking the Required Approvals,the Company may engage
in certain efforts as the Company deems necessary to advocate for the same. If and when issued,
such permits shall be issued in the name of the Company. The parties hereby acknowledge and
agree that the IKE Kiosks will not be installed at the Locations unless and until the Required
Approvals are obtained.
4. Grant of Rights.Once the Required Approvals are received by the Company,the
City hereby grants the Company the right to construct. install, operate, maintain, repair, replace.
upgrade and remove IKE Kiosks in and on the Locations during the Term of this Agreement. The
City covenants and agrees that the rights granted in this Agreement to the Company are exclusive
to the Company and the City shall not contract with any party, other than the Company. for the
construction,installation or operation of any other digital kiosks containing advertising within the
City, other than those in operation at the time of the execution of this Agreement. City and the
Company shall work together in good faith to discuss the number and locations within the City for
the installation of IKE Kiosks or other street furniture or kiosks. The City additionally grants to
the Company a non-exclusive right of ingress and egress over and across any and all City-owned
property as reasonably necessary to access the Locations for the purposes set forth in this
Agreement.
5. Term. The Term of this Agreement, and the rights and obligations of the parties
set forth herein, shall begin on the Effective Date and continue for the period set forth on the
attached Exhibit B.
6. Rent. From and after the Operational Date for each IKE Kiosk and through the
end of the Tenn,the Company shall pay to the City the Rent in accordance with the terms set forth
on the attached Exhibit B.All payments of Rent shall be made at the City's address as set forth in
Section 22 of this Agreement,or at such other address as may be designated by the City from time
to time.
7. Plan Approval. Prior to starting any Installation Work for any IKE Kiosk, the
Company shall, at its sole cost and expense, prepare and deliver to the City drawings, plans and
specifications(the"Plans"),setting forth in reasonable detail the work necessary to install the IKE
Kiosk and the dimensions and size of the IKE Kiosk to be installed at a Location. The City shall
review the Plans and provide its response thereto within thirty(30)days after receipt of the Plans.
The Company shall review any comments to the Plans provided by the City and provide a response
to those comments as soon as commercially practical after receipt thereof. The parties shall
continue in this manner until such time as the Plans are approved or deemed approved by the City
Manager.The Company shall not begin any Installation Work with respect to a particular Location
unless and until the City Manger has approved the Plans,which approval will not be unreasonably
withheld,conditioned, or delayed.
8. Required Approvals. The Company shall bear all costs and expenses associated
with obtaining any and all Required Approvals. City agrees to assist the Company with making
and submitting applications for and obtaining and maintaining the Required Approvals
contemplated by this Agreement.
9. Installation Work. Upon receipt of the City's approval of the Plans and issuance
of all Required Approvals, the Company shall work diligently to install the IKE Kiosks in
accordance with an installation schedule prepared by the Company. All Installation Work shall be
at the Company's sole cost and expense and shall be completed within the time periods set forth
in Exhibit B to the Integration Agreement. The Company shall perform the Installation Work in a
good and workmanlike manner and in compliance with all applicable laws, regulations and rules
and the Required Approvals.
10. Utility Services.
a. Services.The City shall use its best efforts to work with the Company,such
as by assisting the Company in contacting the utility and telecommunications companies and
providing public support for the Company, to ensure that electrical service and fiber optic
cables are able to be brought to each Location, if not available as of the Effective Date. If
bringing electrical service or fiber optic cables to a Location is not reasonably feasible, the
parties shall work together to find a reasonably suitable alternative location for the IKE Kiosk
at issue. Additionally, where access is required across private property to bring electrical
service and fiber optic cables to a Location,the City shall use best efforts to aid the Company,
such as by assisting the Company in contacting property owners and providing public support
for the Company,in negotiating and obtaining access rights across such private property.If the
parties are unable to negotiate access rights on terms and conditions reasonably satisfactory to
the Company,the parties shall work together to find a reasonably suitable alternative location
for the IKE Kiosk at issue. Upon selection of an alternative location for any Location, the
parties shall amend Exhibit A to reflect such alternative location.
b. Cost. The Company shall perform all work necessary to, and pay all costs
associated with, bringing utility services and telecommunications services to each Location,
including any and all costs associated with negotiating and obtaining access rights across
private property in connection with the same. Additionally, the Company shall pay the costs
of all utility services and telecommunication services used or consumed by the Company on
each Location directly to the suppliers of such services.
C. Disruption of Services. If any utility services are interrupted or otherwise
unavailable to one or more IKE Kiosks due to no fault of the Company, City shall use its best
efforts to aid the Company to ensure the utility services are restored to such IKE Kiosks as
soon as reasonably practicable.
11. Covenants of the Company.
a. Repair and Maintenance. The Company shall maintain the IKE Kiosks in
good and operable condition. reasonable wear and tear excepted.The Company shall begin all
work necessary to repair any damage to the IKE Kiosks within twenty-four (24) hours after
receipt of written notice of the need for such repairs and shall provide the City with a status of
update within twenty-four(24)hours after beginning such work. If the repair does not require
a replacement of the IKE Kiosk, the Company shall use best efforts to complete the same
within five(5)business days after beginning such work. If the repair requires a replacement of
the IKE Kiosk, the Company shall: (a) remove the IKE Kiosk within five (5) business days
and cap any utility connections to make the Location safe for pedestrians; and (b) use best
efforts to complete the replacement work within sixty(60)days after beginning such work. In
either event, the Company shall perform such repair and replacement work as reasonably
necessary throughout the Term to ensure the IKE Kiosks are capable of operating for their
intended purposes.No failure to complete repairs within a specific time period shall constitute
a default on behalf of Company so long as the Company is diligently pursuing repair of the
IKE Kiosk.
b. Content and Software. The Company shall deploy updates to the operating
software used to operate the IKE Kiosks from time to time during the term of this Agreement
to ensure that such software remains reasonably up to date and functional for its purposes.The
Company shall also provide such content updates as are reasonably required by the terms of
this Agreement and otherwise to ensure that the IKE Kiosks remain functional for their
purposes. The Company shall pay all costs associated with developing and updating the
software and operating system for the IKE Kiosks and any technology developed by or at the
direction of the Company for the IKE Kiosks.
C. Compliance with Laws. The Company shall comply with all federal, state
and municipal laws, order, rules and regulations applicable to the use of the IKE Kiosks and
the display of content thereon.
d. City Content. As and when requested by City, the Company shall meet with
City to discuss the development of City Directed Content for the IKE Kiosks. City Directed
Content shall appear on the IKE Kiosks during the Interactive Mode and Passive Mode in the
frequencies and amounts as set forth on Exhibit B.
e. Advertising Content. The Company shall not display any of the following
types of advertisements on the IKE Kiosks: (i) political or religious advertisements or
advertisements or displays designed to promote views of particular political or religious groups
or influence opinions of others on public policy issues; (ii) advertisements or displays which
involve nudity.partial nudity or pornographic,lewd or sexually explicit images or services that
would be offensive to generally prevailing community standards; (iii) tobacco or marijuana
advertisements; (iv) content that could be deemed offensive by reasonable local community
standards; or (v) advertisements or displays which condone discrimination based upon race,
religion, creed,ethnicity. disability, gender or sexual orientation. If the City determines, in its
reasonable judgement,that an advertisement being displayed on the IKE Kiosks is in violation
of this Section I I(e),the City shall provide the Company with written notice of the same,and
the Company shall remove such advertisement within twenty-four (24) hours of receipt of
written notice from the City. Additionally,the City may elect to revise the content restrictions
contained in this Section I I(e) to prohibit other foods or beverages that the public health
authorities in the State of Florida have deemed to be in violation of public health standards or
any other content that may be in violation of a city policy or city ordinance.
f. Liens. The Company shall be responsible for the satisfaction or payment of
any liens for any provider of work, labor, material or services claiming by, through or under
the Company. The Company shall also indemnify. hold harmless and defend City against any
such liens,including the reasonable fees of City's attorneys. Such liens shall be discharged by
the Company within thirty(30)days after notice by City of filing thereof by bonding,payment
or otherwise, provided that the Company may contest. in good faith and by appropriate
proceedings,any such liens.
12. Covenants of City.
a. Maintenance. City agrees to cooperate with the Company and the City to
ensure that the Locations and the property adjacent to the Locations are maintained in a good
and clean condition and otherwise in a manner so as to not impede or limit access to the IKE
Kiosks.
b. City Content.City shall work with the Company in good faith to create City
Directed Content for the IKE Kiosks. City shall promptly and thoroughly provide information
requested by,and answer any and all questions from,the Company regarding the development
of any City Directed Content.City shall promptly respond to any requests for approval of City
Directed Content and shall communicate any objections to such content clearly and in writing.
13. Property Ownership. City acknowledge that the IKE Kiosks, the Software,
including any enhancements thereto regardless which party generated the enhancements. the IPR
and any intellectual property rights in and to any of the content created by the Company and
displayed thereon, including City Directed Content, shall belong to the Company and no part
thereof shall become or be deemed the property of City.Each parry shall do all such acts and things
as the other party may reasonably require for the purpose of preserving or perfecting the foregoing.
City shall promptly notify the Company of any infringement or unauthorized use of the IKE
Kiosks.the Software, any IPR or any content created for the IKE Kiosks, including City Directed
Content, of which it becomes aware and will cooperate fully to take all actions necessary to
terminate such infringing or unauthorized use. Additionally, the Company acknowledges that all
logos, trademarks and other marks of City belong to City and no part thereof shall become or be
deemed to be the property of the Company, regardless of whether the same are incorporated into
City Directed Content. City agrees, at its sole cost and expense, take all actions necessary to
maintain ownership of its logos,trademarks and other marks during the Term.
14. Insurance and Indemnification. See Sections 3.0 and 4.0 of the Integration
Agreement.
15. Representations and Warranties of City. City represents and warrants to the
Company the following:
a. Requisite Authority.City has the requisite power and authority to enter into
this Agreement.to grant the rights herein granted with respect to the Locations subject to City
approval as may be required, to perform its obligations hereunder and to consummate the
transactions contemplated hereby; and no further action on the part of City is necessary to
authorize the execution and delivery by it, and the performance of its obligations under this
Agreement. City is not aware of any action,waiver or consent by any governmental entity that
is necessary to make this Agreement a valid instrument binding upon City in accordance with
its terms.
b. Execution and Delivery. City has duly executed and delivered this
Agreement and this Agreement constitutes the legal, valid and binding obligation of City.
enforceable in accordance with its terms.
C. No Violation; Absence of Defaults. Neither the execution and delivery by
City of this Agreement, nor the consummation of the transactions contemplated hereby, will
(i)violate any agreement or other instrument to which City is a party,or result in a breach of,
or constitute(with due notice or lapse of time or both) a default under any such agreement or
other instrument, or (ii) violate any law, administrative regulation or rule or court order,
judgment or decree applicable to City or by which City is bound.
16. Default and Remedies.
a. Default.If either party fails to comply with any term of this Agreement and
such failure is not cured within thirty (30) days after receipt of written notice from the non-
breaching party of the same, or, if such failure is of a nature that cannot reasonably be cured
within such thirty (30) day period, the breaching party shall have such additional time as is
reasonably necessary in which to cure such failure.
b. Remedies. If any breach of this Agreement is not cured within the time
period set forth in Section 16(a),above,the non-breaching party shall have the right to terminate
this Agreement and seek such other rights and remedies as may be available at law or in equity.
17. Assignment.Except as otherwise provided herein,neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without the prior consent of the
other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the
foregoing,in the event(i)that substantially all operations of the Company are being transferred to
(a) another entity by way of merger, consolidation or sale of substantially all of the stock therein
or assets thereof, or (b) any person or entity which, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with the Company, or (ii)
there is a transfer of outstanding capital stock or other listed equity interests in and to the Company
through the "over-the-counter" market or any recognized national or international securities
exchange, the consent of City shall not be required, provided the acquiring entity. if applicable,
shall agree to assume and perform all of the duties, and obligations of the Company hereunder.
Notwithstanding anything contained in this Agreement to the contrary, the consent of City shall
not be required for a collateral or conditional assignment of this Agreement to a lender of the
Company, nor shall City consent or approval be required in connection with the Company's
entering into any equipment financing or equipment leasing with respect to, or the granting of a
security interest in and to,the IKE Kiosks.
18. Surrender. Upon the expiration or earlier termination of this Agreement, the
Company shall remove the IKE Kiosks and restore the Locations as close as reasonably practical
to their original conditions, subject to reasonable wear and tear and shall do such work as is
reasonably necessary to cap off the utilities serving the Locations.
19. Confidentiality and Sunshine Laws.
a. Except as provided otherwise in this Section 19,City and the Company,for
the benefit of each other, hereby agree that neither of them will release or cause or permit to
be released to the public in any manner whatsoever, the terms, conditions or substance of this
Agreement or the transactions contemplated herein, without first obtaining the consent of the
other party hereto,which may be granted or withheld in the sole discretion of the other party.
b. The parties understand that City is a governmental entity required to
comply with the Florida Public Records law under Chapter 119 of the Florida Statutes (the
"Act")when responding to records requests made under the Act.Pursuant to Section 119.0715,
Florida Statutes,trade secret information, as defined in Section 812.081, Florida Statutes,and
Section 688.002,Florida Statutes are confidential and exempt from Section 119.07(1),Florida
Statutes and s. 24(a),Art. 1 of the Florida Constitution. It is the responsibility of Company to
conspicuously mark materials that constitute trade secrets under Florida law prior to the
submission of such materials to the City. If City receives a request for information which the
Company has marked as being a trade secret,the City will notify Company of its receipt of the
request and may request that Company execute an Affidavit of Trade Secret Certification in
the form reasonably acceptable to the City, setting forth the basis for the exemption. If the
requester of the public record objects to the exemption, the City will promptly provide
Company with notice of the objection, so as to provide Company the opportunity to file an
action with a court of competent jurisdiction within thirty(30)calendar days,seeking an order
barring public disclosure of the document. If Company fails to file a lawsuit within such time
period,the City shall produce the public records requested in accordance with Florida law. If
the requester of a public record, which is in the possession of Company, objects to the trade
secret exemption set forth in the Trade Secret Affidavit and files a lawsuit against the City
seeking to compel the City to produce the record that is in the possession of Company,the City
will promptly provide Company with written notice of the lawsuit, so as to provide Company
the opportunity to intervene in the lawsuit and defend the City. Company agrees to indemnify,
defend and hold harmless the City with respect to all expenses, including any court costs and
attorney's fees, which may be incurred by the City in connection with any administrative or
court proceeding, including any appellate action, arising out of any public records request
relating to any information asserted to be a trade secret by Company. Nothing in this
Agreement shall require the City to institute or participate in any litigation relating to an open
records request for information that the Company considers to be a trade secret.
Notwithstanding any other provision contained in this Agreement, this Agreement, including
its terms,and any other records that the City keeps in connection with this Agreement,as part
of its transaction of official business including, without limitation, payment records, and
financial statements shall not be considered a trade secret.
C. In addition to any other remedies available to City and the Company, City
and the Company shall each have the right to seek equitable relief, including, without
limitation, injunctive relief or specific performance, against the other party or its
representatives in order to enforce the provisions of this Section 19.
d. Notwithstanding any other provision of this Agreement, the provisions of
this Section 19 shall survive the termination of this Agreement.
Nothing in this agreement shall require the City to institute or participate in any litigation
relating to an open records request for information that IKE considers to be confidential.
20. Force Majeure. Neither Party shall be liable to the other for any loss, damage,
claim, delay or default arising during suspension of performance due to acts of God (including
storm, fire, flood and earthquake). labor disturbances (including strikes, boycotts, lockouts. etc.)
war, acts of terrorism, civil commotion, imposition of any future governmental law, ordinance,
rule or regulation, any strike or work stoppage, or other cause beyond the control of such Party;
provided. however, that either Party shall only be entitled to rely on this Section to the extent it
uses its best efforts to resume performance under this Agreement as soon as reasonably practicable
after such occurrence.
21. Casualty. If during the Term all or a material part of any IKE Kiosk is damaged
by a casualty,the Company shall have the option to terminate this Agreement with respect to such
IKE Kiosk by written notice given to City promptly after the occurrence of the casualty. All
insurance proceeds or other compensation for any such casualty shall belong to the Company.
22. Notice. All notices. demands. requests or other communications given under this
Agreement shall be in writing and be given by (a) personal delivery, (b) certified mail. return
receipt requested, or (c) nationally recognized overnight courier service to the address set forth
below or as otherwise designated in writing by the parties. All notices delivered pursuant to the
terms of this Section shall be deemed delivered on receipt or refusal of receipt.
If to City: City of Aventura] Vesi �
C, wA� q `-ir �J
l 0
If to the Company: IKE Smart City,LLC
250 N. Hartford Avenue
Columbus, Ohio 43222
Attn: Chief Financial Officer
With a copy to: Underhill& Hodge, LLC
8000 Walton Parkway
Suite 260
New Albany,Ohio 43054
23. Governing Law.This Agreement shall be governed by and construed by the laws
of the State of Florida, and exclusive jurisdiction over any legal action arising out of or in
connection with this Agreement shall be in state courts located in the City of Aventura,County of
Miami-Dade, State of Florida.
24. Counterparts and Electronic Signatures. This Agreement may be executed by
the parties hereto in two or more counterparts and each executed counterpart shall be considered
an original. This Agreement may be executed and delivered by electronic signature; any original
signatures that are initially delivered electronically shall be physically delivered with reasonable
promptness thereafter.
25. Drafting. This Agreement has been negotiated between the parties and, for
construction purposes,shall not be deemed the drafting of any one party.
26. Amendments; Invalidity. This Agreement may not be amended, waived or
discharged except by an instrument in writing executed by the party against which enforcement of
such amendment, waiver, or discharge is sought. The invalidity of any one of the covenants,
agreements, conditions or provisions of this Agreement or any portion thereof shall not affect the
remaining portions thereof or any part hereof and this Agreement shall be amended to substitute a
valid provision which reflects the intent of the parties as was set forth in the invalid provision.
27. Exhibits. All exhibits referred to in this Agreement are incorporated in this
Agreement by reference and will be deemed part of this Agreement for all purposes as if set forth
at length herein.
28. No Joint Venture Partnership Agency.This Agreement will not be construed as
in any way establishing a partnership, joint venture, express or implied agency, or employer
employee relationship between City and the Company.
29. No Waiver. The failure of any party to exercise any right hereunder, or to insist
upon strict compliance by the other party, shall not constitute a waiver of either party's right to
demand strict compliance with the terms and conditions of this Agreement.
30. Survival. The provisions of this Agreement which,by their reasonable terms,are
intended to survive termination of this Agreement shall survive termination. In the event that this
Agreement is terminated or expires by its terms,such expiration or termination shall not affect any
liability or other obligation which shall have accrued prior to such termination.
31. Section Headings.The section headings herein are inserted only for convenience
and reference and shall in no way define, limit, or prescribe the scope or intent of any provisions
of this Agreement.
32. Usage of Terms. When the context in which words are used herein indicates that
such is the intent, words in the singular number shall include the plural and vice versa. All
pronouns and any variations thereof shall be deemed to refer to all genders.
33. Attorneys' Fees and Costs. In the event of any claim, controversy or dispute
regarding this Agreement, its interpretation or the performance or enforcement of the parties'
rights,duties,remedies,and obligations hereunder,the prevailing party in such claim,controversy
or dispute shall be awarded its reasonable attorneys' fees and costs, including its attorneys' fees
and costs of any associated appeal.
34. Execution. By execution of that certain Integration Agreement for the City of
Aventura Digital Community Kiosk Between the City of Aventura, Florida and IKE Smart City,
LLC, the City and the Company hereby agree to all of the term and conditions set forth in this
Agreement. No further signatures are required to consent to the terms and conditions of this
Agreement.
35. Termination for Relocation.If at any time during the term of this Agreement,the
Company is required by the City to remove and relocate one or more of the IKE Kiosks from any
of the Locations and alternative locations acceptable to the Company are not made available to the
Company,this Agreement shall terminate and be of no further force and effect with respect to such
IKE Kiosks that were unable to be relocated. An alternative location shall be deemed to be
acceptable to the Company if such location has economic value that is comparable to that of the
previous Location.
36. FDOT MMOA.City and the Florida Department of Transportation("FDOT")are
parties to that certain Florida Department of Transportation Master Maintenance Memorandum of
Agreement for Wayfinding Digital Kiosk Devices dated _, 2023 (the "FDOT
Agreement") for the installation, operation, and maintenance of IKE Kiosks on various FDOT
controlled roads. The Company shall be responsible for all costs pertaining to the IKE Kiosks,
including all costs associated with ensuring the IKE Kiosks are incompliance with the terms of the
FDOT Agreement, and the Company shall operate the IKE Kiosks in compliance with the terms
of the MOT Agreement throughout the Term. City shall not modify or amend the MOT
Agreement in any manner that would increase the obligations or decrease the rights of the
Company under this Agreement without first obtaining the prior written consent of the Company
to such modifications or amendments.Additionally,City shall not terminate the MOT Agreement,
unless required by law or FDOT. City shall provide immediate written notice to the Company in
the event if becomes aware of any default under the MOT Agreement or any permits issued by
the City for the installation,operation,and maintenance of the IKE Kiosks.In addition to any other
rights and remedies available to the Company hereunder,the Company shall have the right to cure
any defaults of the City under the FDOT Agreement.
EXHIBIT A to IKE Agreement
LOCATIONS
The City and the Company agree that the Company shall seek to obtain Required Approvals for at
least fifteen(15)IKE Kiosks.
Upon the Company's receipt of the Required Approvals, the Company and the City shall work
together to develop an implementation and construction schedule for the IKE Kiosks mutually
acceptable to both parties.
Additionally, if both the City and the Company desire to identify mutually agreed upon additional
locations in the City for the placement of IKE Kiosks,the parties shall work together in good faith
to identify those additional locations and execute an amendment to this Agreement incorporating
those mutually agreed upon additional locations upon the same terms and conditions as set forth
herein.
Potential Locations
l. W Country Club Drive Loop& Spoke Rd
2. W Country Club Drive—JW Marriott Turnberry
3. W Country Club Drive&NE 199" St
4. N Country Club Drive &NE 30 Ave
5. Biscayne Blvd&NF,213`h St
6. Biscayne Blvd&NE 208" St
7. Biscayne Blvd&NE 208"Terr
8. Biscayne Blvd&NE 199'h St
9. Biscayne Blvd&NE 1951h St
10. Biscayne Blvd&NE 185h St/l86`h St
11.NE 1881h St—Peace Park&Cultural Center
12. NE 199"' St&NE 29'h PI
13.NE 190'h St—Founders Park
14.NE 2071h St&NE 291h Ave
15.NE 2071h St&NE 30'h Ct
EXHIBIT B to IKE Agreement
DEAL TERMS
NOTE-THE INFORMATION CONTAINED IN THIS EXHIBIT B AND EXHIBIT B-1
IS CONFIDENTIAL,FINANCLAL AND PROPRIETARY INFORMATION.
1. Term. The term of this Agreement shall be for a period commencing upon the
Effective Date and expiring on the December 3 1"that is ten(10) full years following the date on
which the 151 IKE Kiosk is installed and operational (the "Initial Term"). The Agreement shall
automatically renew for one(1)additional term of ten(10)years without further City Commission
approval(the"Renewal Term"). All terms, conditions, and requirements of this Lease,except for
the Company's obligation to pay the Rent or any other monies,shall commence as of the Effective
Date. The term"Tenn Year",as used in this Agreement,shall mean each calendar year during the
Tenn, with the first Tenn Year commencing on the Operational Date of the I" IKE Kiosk and
terminating on the December 3111 that is a full year following the Operational Date of the 15'h IKE
Kiosk.
2. Rent. The Company shall pay to the City the greater of(a) an amount equal to
twenty-one and one-half percent (21.5%) of the Net Revenue for each IKE Kiosk during each
Term Year and (b) the Minimum Annual Guarantee applicable to such Term Year(the "Rent').
The amount of the Minimum Annual Guarantee applicable to a Term Year shall be determined by
multiplying the Minimum Annual Guarantee by the number of IKE Kiosks that are operational in
a given Tenn Year and shall be adjusted to reflect the actual amount of time during that Tenn Year
that a revenue producing IKE Kiosk is operational, defined as from the IKE Kiosk's go-live date
to December 31 st of that Term Year.From and after the Operational Date for each IKE Kiosk and
throughout the remainder of the Tenn, Rent for such IKE Kiosks shall be paid in quarterly
installments due on the fifteenth (15th) day after the completion of each Fiscal Quarter. The
Company shall submit to the City simultaneously with the payment of Rent, a statement of the
Company's Net Revenue for the immediately preceding Fiscal Quarter.Additionally,on or before
January 15th of each calendar year the Company shall submit to the City a statement of Net
Revenue for the immediately preceding calendar year ("Reconciliation Statement"). If a
Reconciliation Statement shows that the amount of Rent paid during any calendar year exceeded
the amount actually due and owing by the Company, the Company shall credit such overage
against Rent payments next coming due until reimbursed in full; provided. however, that for the
last calendar year of the Tenn, the City shall reimburse the Company for the amount of any
overpayment within thirty (30) days after receipt of the Reconciliation Statement. If a
Reconciliation Statement shows that the amount of Rent paid during any calendar year was less
than the amount actually due and owing by the Company for such year, then the Company shall
pay such shortfall within thirty(30)days after submission of the Reconciliation Statement.
Notwithstanding anything contained in this Agreement to the contrary, if, as a result of any
revisions to the content restrictions in Section I I(e) that are made by the City, the Company is
required to discontinue certain advertising contracts for the IKE Kiosks, then the Company shall
notify the City of the percentage of Net Revenue that is attributable to such contracts. In the
following year, the Minimum Annual Guarantee shall be reduced by the same percentage as the
percentage decrease in Net Revenue attributable to such contracts. Thereafter, and for the
remainder of the period of time during which Net Revenues remain reduced due to the loss of such
contracts,the Company may continue to reduce the Minimum Annual Guarantee as aforesaid.
3. City Content. City Directed Content will be shown on the IKE Kiosks in
accordance with the following schedule:
a. During Interactive Mode,City Directed Content will occupy a minimum of sixty-
six percent(66%)of the screen area on each of the IKE Kiosks.
b. During Passive Mode. at least one(1)Spot out of every eight(8)Spots shown on
an IKE Kiosk screen will contain City Directed Content. All Spots shall be of equal
duration.
EXHIBIT B-1 TO IKE AGREEMENT
MINIMUM ANNUAL GUARANTEE
NOTE-THE INFORMATION CONTAINED IN THIS EXHIBIT B AND EXHIBIT B-1
IS CONFIDENTIAL,FINANCIAL AND PROPRIETARY INFORMATION.
Minimum Annual Guarantee to
the City per IKE Kiosk(per
Term Year _ annum
1 $6,000.00
2 $7 000.00
3 $8 000.00
4 $8 160.00
5 $8,323.20
6 $8 489.66
7 $8,659.46
8 $8,832.65
9 $9,009.30
10 $9,189.49
11 $9 373.28
12 $9 560.74
13 $9,751.96
14 $9 946.99
15 $10 145.93
16 $10,348.85
17 $10 555.83
18 $10,766.95
19 $10 982.29
20 $11 201.93
The Minimum Annual Guarantee shall be prorated on a per diem for any partial calendar month
of the Term by multiplying the Minimum Annual Guarantee by a fraction the numerator of
which is the number of days of such calendar month falling during the Term and the denominator
of which is the total number of days in such month.
EXHIBIT C TO IKE AGREEMENT
IKE KIOSK SERVICES AND APPLICATIONS
The IKE Kiosks may display the following applications:
(i) Wayfinding, including multimodal mapping to destinations (including real time
arrival and departure information),businesses and other points of interest(sorted into freestanding
apps such as Eat, Play, Shop, Stay);
(ii) Getting Around, including real-time arrival and departure information for public
transit,bike share and car share services all accessed from an interactive map;
(iii) Question of the Weep allowing for City to survey the public on its opinions and
ideas;
(iv) City Content at No Cost to City, including, without limitation, Public Service
Announcements, Events (including a comprehensive event and activity listing for City),
community, art, commercial messaging and other messaging for City programs;
(v) Jobs,including career and internship postings within City,arranged geographically
to encourage workforce development;
(vi) Photobooth, including customized City-themed background postcards and social
media integration;
(vii) Emergency Communication, including a protocol for real-time posting of essential
City communication such as, without limitation, storm warnings, amber alerts and road closures.
These alerts shall be posted by Company immediately upon receipt of the information from the
City;
(viii) Pedestrian Counting, including wireless-based measurement of pedestrians within
range of the IKE unit,and a web-based dashboard containing analytics for City's use;
(ix) Air Quality Monitoring, including relaying data to City on a regular basis;
(x) Arcade, including video games and other applications used to encourage user
engagement,employing the unique touch-screen capabilities of the IKE Kiosks;
(xi) Directory signs, including the listing of businesses and other points of interest
within the City.
EXHIBIT `B"
PROJECT LIMITS
Below are the limits of the KIOSKS to be installed, operated, and maintained by the CITY under
this AGREEMENT.
State Road:
SR-1: Biscayne Blvd—From Morning Line Dr on the North to approx. 25.93724, -80.15009 on the South
County: Miami-Dade
Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Aventura(Master Kiosk Agreement)
Page 14 of 16
EXHIBIT "C"
CITY OF AVENTURA RESOLUTION
To be herein incorporated once ratified by the CITYBoard of Commissioners.
Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Aventura(Master Kiosk Agreement)
Page 15 of 16
EXHIBIT "D"
SUPPLEMENTAL AGREEMENT TO
FLORIDA DEPARTMENT OF TRANSPORTATION
MASTER MAINTENANCE MEMORANDUM OF AGREEMENT
FOR WAYFINDING KIOSK DEVICES
WITH THE
CITY OF AVENTURA
This Supplemental Agreement, dated the day of , 20 , is entered
into between the Florida Department of Transportation ("DEPARTMENT") and the City of
Aventura("CITY").
In accordance with the provisions of the Master Maintenance Memorandum Agreement
("MMOA") for the KIOSKS between the PARTIES, dated the day of , 20 ,
the PARTIES enter into this Supplemental Agreement for purposes of incorporating the following
KIOSKS, pursuant to FDOT Permit No(s). , within the State right of
way described in such Permit, copy attached hereto and incorporated herein by reference.
By their signature below, the PARTIES hereby acknowledge that FDOT Permit
No. for KIOSKS on SR ,within the limits described in said Permit, is hereby
incorporated into the MMOA, and the CITY shall comply with all installation, operations, and
maintenance obligations thereunder and the PARTIES further agree to abide by all provisions
thereunder.
CITY OF AVENTURA: STATE OF FLORIDA
DEPARTMENT OF TRANSPORTATION:
By: By:
Ronald J. W , City Manager
ALE
Attest:
By: iA"Z By:
Ellisa L. Horvath, MM , City Clerk
Y
By: ILA,
By:
Robert Meyers, City ttorney
Weiss Serota Helfman Cole + Bierman, P.L.
Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Aventura(Master Kiosk Agreement)
Page 16 of 16