02/22/1995
ADVERTISING AGENCY AGREEMENT
THIS AGREEMENT is entered into this 22nd day of February, 1995, by and
between the Board of County Commissioners, Monroe County, Florida, hereinafter referred to
as the County, and Greater Marathon Chamber of Commerce, hereinafter referred to as
Contractor.
WHEREAS, the County has determined that it is in the best interest of the County to
contract for an advertising agent to handle all advertising at the new Marathon Airport
terminal; and ;:; ::; . 3l ~
WHEREAS, the Contractor was the only bidder responding to the RF~o~~ch serviceSfTl
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WHEREAS, the Contractor's proposed 519'0 revenue share for the CoQilfy exceeded b~
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19'0 the amount indicated in a survey of commercial advertising; now, theref9!e ~ ~
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IN CONSIDERATION of the below covenants and promises, the parties hereto do
and
agree as follow:
1. TERM. The term of the Agreement is for a period of five (5) years beginning
February 22, 199~. The County has an option to extend this contract for an additional five
year period beyond the initial award period, upon providing sixty (60) days prior written notice
of agreement extension to Contractor.
2. SCOPE OF SERVICES. The Contractor services shall include, but not be limited
to, the following: Obtain advertisers, contract for space, install, service and maintain all
advertising displays. The Contractor's proposal is attached hereto as Exhibit A and
incorporated herein for reference. All services described in said proposal shall be included in
the scope of services. Contractor will obtain permits and install such additional electric and
telephone outlets authorized by the Airport Manager which may be needed to accomplish
the purposes of this Agreement. All such extra costs incurred for such permitting and
installation shall be billed to the advertiser as installation and not actual space rental cost
subject to the revenue division indicated in paragraph 3. All advertising shall be subject to
approval by the Airport Manager, which approval shall not be unreasonably withheld.
3. REVENUE. All advertising income shall be divided 51% to Monroe County and
49% to the Contractor.
4. PAYMENT. All payment shall be made to the County monthly by a check
made payable to Monroe County and shall reflect 51 % of all advertising income received by
Contractor in the prior calendar month. 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 Contractor,
the Contractor shall pay interest thereon, computed at 12% per year.
5. RECORDS. Contractor shall file copies of all advertising contracts,
including the amount of advertising income applicable thereto, with the Airport Manager. 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 Contractor for a
period of three years after the expiration of this Agreement.
6. RATE CONSULTATIONS. Contractor 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. TAXES. The County is exempt from federal excise and state of Florida sales tax.
9. RELATIONSHIP OF PARTIES. The Contractor is an independent contractor and
neither it nor its employees shall, under any 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 Contractor, its employees or agents, resulting in either bodily or
personal injury or property damage to any individual, firm, or corporation. The Contractor
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. The Contractor 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 or corporation without prior written consent of the
County.
11. COMPLIANCE WITH NON-DISCRIMINATION LAWS. The Contractor 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.
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INSURANCE.
The Contractor shall maintain adequa e
nce
coverage on a comprehensive basis and hold such Iiabilit In uranc
determining the types and extent of 'liobiJity insurance n
es during the
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for identifying an@JJ1i
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provide reasonab
existence of this Agreement. Tbe Contractor accepts fu I r
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financial protections for the provider and the clients to be served under this Agreement.
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Upon execution of this Agreement, the Contractor shall furnish the County with written
verification supporting both the determination and existence of such-~rlsurance coverage.
Jhet:ounty reserves the right to require additional insurance where appropriate.
13. HOLD HARMLESS. The Contractor 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 within this Agreement.
14. TERMINATION. This Agreement shall terminate five years from the date first
written above unless extended for an additional five years 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.
15. RULES AND REGULATIONS.
A. COMPLIANCE. Contractor 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 this 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 Contractor 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 Contractor, its agents, employees or invitees have
violated any law, ordinance, regulation, rule or directives described in 15(A) above.
16. GOVERNING LAW/VENUE. 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 Contractor. Venue for any dispute shall be in Monroe
County.
17. 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.
18. 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.
19. PERSONAL PROPERTY. Any personal property of Contractor or others placed in
the premises of the Airport shall be at the sole risk of the Contractor or owners thereof, and the
County shall not be liable for any loss or damage.
20.
NOTICE.
Notices to either party as required by this Agreement shall be
sufficient if sent by certified mail, postage prepaid, addressed to:
For County: Chairman, Board of County Commissioners
Monroe County Courthouse
PO Box 1680
Key West, FL 33040
For Contractor: Executive Director
Greater Marathon Chamber of Commerce
12222 Overseas Highway
Marathon, FL 33050
21. NON-DISCRIMINATION.
A. Contractor 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 Contractor for itself, his personal representatives, successors in
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 use of services;
2) that the Contractor 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.
22. AUTHORIZED USES ONLY. The Contractor shall not use or permit 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 Contractor under this Agreement.
23. 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.
24. 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 the Contractor for business damages occasioned
during the making of such repairs, alterations and additions, except those occasioned by the
sole act of negligence of the County, its employees, or agents.
25. RIGHTS RESERVED. Rights not specifically granted the Contractor by this
Agreement are reserved to the County.
26. AUTHORITY. The Contractor'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 Contractor. This Agreement has been approved by the Contractor's Board of Directors.
27. ETHICS CLAUSE. Contractor 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 of
Ordinance No. 10-1990, or any County officer of employee in violation of Sec. 3 of Ordinance
No. 10-1990. For breach or violation of this provision, the County may, at its discretion,
terminate 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.
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first above written,
BY~__)
Dep ty C rk
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
B~~f~
(SEAL)
Attest: DANNY L. KOLHAGE, CLERK
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Witness
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GREATER MARATHON
R OF COMMERCEI'
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