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Item C12 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY MEETING DATE: 9/20/00 9/21/00 DIVISION: COUNTY ADMINISTRATOR BULK ITEM: YES DEPARTMENT: AIRPORTS AGENDA ITEM WORDING: Approval to rescind agreement between Monroe County and the Marathon Chamber of Commerce to act as the agent for all advertising at the Florida Keys Marathon Airport. ITEM BACKGROUND: Elements of this agreement will be incorporated into the Chamber's new lease for space in the Terminal Building. PREVIOUS RELEVANT BOCC ACTION: Approval of agreement 1/19/00 STAFF RECOMMENDATION: Approval to rescind TOTAL COST: N/A BUDGETED: N/A COST TO AIRPORT: N/A COST TO COUNTY: N/A REVENUE PRODUCING: N/A AMOUNT PER MONTHIYEAR: APPROVED BY: County Attorney N/A OMB/Purchasing N/A Risk Management N/A AIRPORT DIRECTOR APPROVAL cart Peter J. Horton DOCUMENTATION: Included V To Follow Not Required AGENDA ITEM # I..Cla DISPOSITION: /bev APB ADVERTISING AGENCY AGREEMENT This Agreement is entered into this day of , by and between the Board of County Commissioners, Monroe County, Florida, hereinafter referred to as the County, and The Marathon Chamber of Commerce, hereinafter referred to as Chamber. WHEREAS, the County has determined that it is in the best interest of the County to contract with the Chamber to handle advertising at the Florida Keys Marathon Airport; and . WHEREAS, the Chamber's proposal to the County contains a 50% revenue sharing to the County, with a additional 2% annual increment paid to the county for the term ofthe contract; now, therefore IN CONSIDERATION of the below covenants and promises, the parties hereto do agree as follow: 1. TERM, The initial term of the Agreement is for a period of five (5) years, beginning , with an option to extend for an additional five (5) years. 2. SCOPE OF SERVICES. The Chamber services shall include, but not be limited to, the following: Obtain advertisers, contract for space, install, service and maintain all advertising displays. All services shall be included in the scope of services, All advertising shall be subject to approval by the Airport Manager, which approval shall not be unreasonably withheld. 3. REVENUE. All advertising revenue received by the Chamber shall be divided 50% to Monroe County and 50% to the Chamber, with an increasing 2% annually to the county, 4. Payment. All payment shall be made to the Lessor monthly by check and shall be in the amount of 50% of all advertising income received by Chamber in the prior calendar month. Commencing ,. If any payment is not made within the first 15 days after the end of the month during which the advertising income was received by Chamber, the Chamber shall pay interest thereon, computed at 12% per year. 5. RECORDS. Chamber shall file copies ofal1 advertising contracts, including the amount of advertising income applicable thereto, with the Airport Business Office. All records and documents pertaining to such advertising contracts shall be open to inspection during normal working hours, upon written request from the' Airport Manager, the County, the Clerk of Court, or their representatives. All such records shall be retained by Chamber for a period of three years after the expiration of this Agreement. 6. RATE CONSULTATIONS Chamber shall consult with the Airport Manager on the setting of advertising rates to insure that Monroe County receives as much revenue as possible, in line with rates that will insure fair market value of the available space. 7. LAWS AND REGULATIONS Any and all services, materials and equipment provided under this Agreement shall comply fully with all local, state and federal laws and regulations. 8. T AXES. The County is exempt from federal excise and state of Florida sales tax. 9. RELATIONSIDP OF PARTIES. The Chamber is an independent contractor and neither it nor its employees shall, under and circumstances, be considered servants or agents of the County; and the County shall at no time be legally responsible for any negligence or omission on the part of Chamber, its employees or agents, resulting in either bodily or personal injury or property damage to any individual, firm, or corporation. The Chamber shall be required to list any and all potential conflicts of interest as defined by Florida Statutes Chapter 112 and Monroe County Code and shall disclose to the County all actual or proposed conflicts of interest, financial or otherwise, direct or indirect, involving any clients' interest which may conflict with the interest of the County, 10. ASSIGNMENT. It is understood the Chamber shall be contracting with Interspace Airport Advertising to fulfill the obligations of the agreement. The Chamber shall not assign, transfer, conveyor otherwise dispose of this Contract or any or all of its right, title or interest therein, or its power to execute such contract to any person, company of corporation without prior written consent of the County. 11. COMPLIANCE WITH NON-DISCRIMTNA TION LAWS. The Chamber shall comply with all international, federal, state and local laws and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, age, or national origin in the performance of work under this Agreement. 12. HOLD HARMLESS. The Chamber covenants and agrees to indemnify and hold harmless the Board of County Commissioners for :Monroe County from any and all claims for bodily injury (including death), personal injury and property damage (including property owned by Monroe County) and any other losses, damages and expenses (including attorney's fees) which arise out of, in connection with or by reason of services under this Agreement. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere with in this Agreement. 13. TERMINATION. This Interim Agreement shall terminate five years from the date first written above unless extended pursuant to paragraph 1, or unless earlier terminated by either party giving 120 days prior written notice to the other party of termination with or without cause 14. RULES AND REGULATIONS. A COMPLIANCE. Chamber shall comply with all ordinances of the County, including any reasonable rules and regulations with respect to use of Airport property, as the same may be amended from time to time, all additional laws, statutes, ordinances, regulations and rules of the federal, state and county governments, and any and all plans and programs developed in compliance therewith, which may be applicable to its operations or activities under the Agreement, including specifically, without limiting the generality hereof, federal air and safety laws and regulations and federal, state, and county environmental, hazardous waste and materials and natural resources laws, regulations and permits. B. VIOLATIONS. The Chamber agrees to pay on behalf of the County any penalty, assessment, or fine, issued against the County, or to defend in the name of the County any claim, assessment, or civil action, which may be presented or initiated by any agency or office of the federal, state, or county governments, based in whole or substantial part upon a claim or allegation that the Chamber, its agents, employees or invitees have violated any law, ordinance, regulation, rule or directives described in 14(A) above. 15. GOVERNING LAWNENUE, This Agreement shall be governed and construed by and in accordance with the laws of the State of Florida and constitutes the entire agreement between the County and Chamber. Venue for any dispute shall be in Monroe County. 16. ENTIRE AGREEMENT! AMENDMENT. This writing embodies the entire agreement and understanding between the parties hereto, and there are not other agreements and understandings, oral OR WRITTEN, WITH REFERENCE TO THE SUBJECT MATTER HEREOF THAT ARE NOT MERGED HEREIN AND SUPERSEDED HEREBY. Any amendment to this Agreement shall be in writing, approved by the Board of County Commissioners, and signed by both parties before it becomes effective. 17. SEVERABILITY. If any provision of this Agreement shall be held by a Court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement or the application of such provision other than those as to which it is invalid or unenforceable shall not be effected thereby; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitting by law. 18. PERSONAL PROPERTY. Any personal property of Chamber or others placed in the premises of the Airport shall be at the sole risk of the Chamber or owners thereof, and the County shall not be liable for any loss or damage. 19. NOTICE. Notices to either party as required by this agreement shall be sufficient if sent by certified mail, postage prepaid, addressed to: For County: Airport Manager Florida Keys Marathon Airport 9400 Overseas Highway Suite 200 Marathon, FL 33050 For Chamber: June Helbling The Marathon Chamber of Commerce 12222 Overseas Highway Marathon, FL 33050 20. NON-DISCRIMINATION. A. Chamber shall furnish all services authorized under this agreement on a fair, equal, and non-discriminatory basis to all persons or users thereof, charging fair, reasonable, and non-discriminatory prices for all items and services which it is permitted to sell or render under the provisions hereof B. The Chamber for itself, his personal representatives, successors interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that: 1) no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the provision or sue of services; 2) that the Chamber shall use the Airport premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-assisted programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. That in the event of breach of any of the above nondiscrimination covenants, Lessor shall have the right to terminate the lease and to re-enter as if said lease had never been made or issued. The provision shall not be effective until the procedures of Title 49. Code of Federal Regulations. part 21 are followed and completed including exercise or expiration of appeal rights. 21. AUTHORIZED USES ONLY. The Chamber shall not use or pennit the use of the Airport for any illegal or unauthorized purpose or for any purpose which would increase the premium rates paid by the County on, or invalidate, any insurance policies of the County or any policies of insurance written on behalf of the Chamber under this Agreement. 22. FEDERAL SUBORDINATION, This Agreement shall be subordinate to the provisions of any existing or future Agreement between the County and the United States of America relative to the operation and maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the development of the Airport. 'All provisions of this AGREEMENT shall be subordinate to the right of the United States of America. 23. RIGHTS OF COUNTY AT AIRPORT. The County shall have the absolute right, without limitation, to repair, reconstruct, alter or add to any structures and facilities at the Airport, or to construct new facilities at the Airport, The County shall, in the exercise of such right, be free from any and all liability to t he Chamber for business damages occasioned during the making of such repairs, alterations and additions, except those occasioned by the sold act of negligence of the County, its employees, or agents. 24, RIGHTS RESERVED. Rights not specifically granted the Chamber by this Agreement are reserved to the County, 25. AUTHORITY, The Chamber's name in the Agreement is the full name as designated in its corporate charter and the signatory is empowered to act and contract for the Chamber. This Agreement has been approved by the Chamber's Board of Directors. 26. ETHICS CLAUSE. Chamber warrants that it has not employed, retained, or otherwise had act on its behalf any former County officer or employee in violation of Sec 2 Ordinance No. 10-1990, or any County officer of employee in violation of Sec. 3 of Ordinance No. 10-1990. For breach of violation ofthis provision, the County may, at its discretion tenninate this Agreement without liability, and may also, at its discretion, add to the Agreement price or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer or employee. INWITNESS WHEREOF the parties hereto have executed this Agreement the day and year first above written. (SEAL) Attest: DANNY L. KOLHAGE CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By By Deputy Clerk Mayor/Chairman (SEAL) MARATHON CHAMBER OF COMMERCE Attest: By Attest: By