HomeMy Public PortalAbout2008-28 Agreement between VKB and Atlantic Radio Network, LLCRESOLUTION NO. 2008-28
A CAPITAL PROJECT AUTHORIZING RESOLUTION OF
THE VILLAGE COUNCIL OF THE VILLAGE OF KEY
BISCAYNE, FLORIDA, APPROVING A PROFESSIONAL
SERVICE AGREEMENT BETWEEN THE VILLAGE OF KEY
BISCAYNE AND ATLANTIC RADIO NETWORK, LLC FOR
ESTABLISHMENT OF TRAVELERS' INFORMATION
SERVICE RADIO STATION AND ENABLING SUBSEQUENT
PURCHASE OF CERTAIN RELATED EQUIPMENT;
PROVIDING FOR IMPLEMENTATION; PROVIDING FOR
AN EFFECTIVE DATE.
WHEREAS, the Village Council, pursuant to the recommendation of the Village Manager,
desires to enter into a Professional Services Agreement for establishing a Travelers' Information
Services ("TIS") Radio Station (the "Agreement") with Atlantic Radio Network, LLC ("ARN") for
the purpose of disseminating information to travelers in the Village; and
WHEREAS, upon advice of the Village Attorney, the Village Council finds that this
Agreement is exempt from competitive bidding as a professional service contract pursuant to Village
Code Section 2-87(2), and in any event, finds that the use of competitive procedures are impractical
in light of the desire to expeditiously commence this process and hereby waives competitive bidding
procedures pursuant to Village Code Section 2-85; and
WHEREAS, the Village Council finds that the approval of the Agreement is in the best
interest of the Village.
NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE VILLAGE COUNCIL
OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals Adopted. That each of the recitals stated above is hereby adopted
and confirmed.
Section 2. Agreement Approved. That the Agreement between ARN and Village is
hereby approved and the Village Manager is hereby authorized to execute the Agreement, in
substantially the form which is attached hereto as Exhibit "A", on behalf of the Village, once
approved by the Village Attorney as to form and legal sufficiency.
Section 3. Implementation. That the Village Manager is hereby authorized to take any
and all action which is necessary to implement the Resolution and Agreement. Funding for the
Agreement shall be provided as indicated in the Village Manager's Memorandum, which
accompanies this Resolution.
Section 4. Effective Date. That this Resolution shall be effective immediately upon
adoption hereof.
PASSED AND ADOPTED this 24th day of June , 2008.
MAYOR ROBERT L. VERNON
AT
aoe1 -a,evie
CONCHITA H. ALVAREZ, CMC, VILLAGE CLERK
APPROVED AS TO ORM AND LEGAL SUFFICIENC
VILLAGE ATT6
F:103.041/Resolutions/Radio Station Agreement with ARN 6-17-08
Village Council
Robert L. Vernon, Mayor
Jorge E. Mendia, Vice Mayor
Michael Davey
Enrique Garcia
Steve Liedman
Thomas Thornton
Patricia Weinman
Village Manager
Genaro "Chip" Iglesias
VILLAGE OF KEY BISCAYNE
Office of the Village Manager
DT: June 17, 2008
TO: Honorable Mayor and Members of the V ge Counc
FR: Genaro "Chip" Iglesias, Village Ma
RE: Atlantic Radio Network
RECOMMENDATION
It is recommended that the Village Council award the professional service agreement with
Atlantic Radio Network, LLC for the establishment of a travelers' information service radio
station.
BACKGROUND
Atlantic Radio Network, LLC (ARN) will establish a radio station to provide information to
travelers and residents. ARN will provide all necessary engineering for the acquisition and
building of a 10 -watt TIS radio tower and studio, and will work on behalf of the Village to obtain
FCC licensing. ARN will acquire and install all necessary broadcast equipment, and produce
audio components for the programming of the Village Station. The Village Station will be
located in the anti -room of the Council Chambers. The broadcast tower will be located in the
tower of the fire station.
Funding for this project will come from the contingency line item in the Capital Projects Fund in
an amount of $39,500.
88 West McIntyre Street • Suite 210 • Key Biscayne, Florida 33149 • (305) 365-5500 • Fax (305) 365-8936
MISSION SIATFMFNT TO PRO\ IDE A SAFE, QUALITY COMMUNI FT ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GO\ERNMENF
www.keybiscaynefl.gov
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ATLANTIC
RADIO NETWORK
300 Aragon Avenue, Suite 255
Coral Gables, H. 33134
Tel: 305. 476.9782
Fax: 305.476.9794
THIS AGREEMENT is made and entered by and among Atlantic Radio Network, LLC, a
Florida limited liability company, herein referred to as "ARN" and the Village of Key Biscayne,
a Florida municipal corporation, herein referred to as "Village".
WITNESSETH:
WHEREAS, Village is the owner of certain real property located in the Village of Key
Biscayne, Florida in Miami -Dade County, State of Florida, as specifically described on
Addendum "A" attached hereto (the "Property") and wishes to engage the services and expertise
of ARN for the acquisition of a radio broadcast license and the building of a radio broadcast
tower on the Property to disseminate information to travelers in the Village; and
WHEREAS, ARN desires to enter upon the Property, together with non-exclusive access
to right-of-ways thereto for the purpose of providing production services enabling the Village to
receive programming content for the radio station once it is on-line.
NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements
and covenants herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which the parties hereby acknowledge, the parties agree as follows:
1. Scope of Services/Equipment. ARN will provide all necessary engineering for
the acquisition and building of a 10 -watt TIS radio tower and studio, as defined by the Federal
Communications Commission ("FCC"), and all work related to obtain FCC licensing on behalf
of the Village. ARN will acquire and install all of the necessary broadcast equipment, and
produce audio components for the programming of the Village station, at radio tower and
broadcasting locations to be provided by the Village. Addendum "A" of this agreement outlines
the specific services and equipment referred to herein (the "Project").
2. Access Rights.
a. ARN's Access Right is specifically limited to the Project and to the Property and
shall not include any other activities or any other real property surrounding the Property. ARN
shall be responsible for any and all costs related to the Project, including installation, operation,
and removal of its equipment. Village may revoke the Access Right at any time by sending
written notice to the ARN by certified mail, return receipt requested, at the address above,
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however, ARN may enter the Properties to remove any equipment it has placed there pursuant to
the Access Right.
b. Upon receipt of notice of the revocation of the Access Right, or the expiration of
this Agreement, ARN shall remove any and all of its equipment from the Property within a
reasonable period of time, but in no case later than ten (10) business days, and restore the
Property to the condition in which it existed immediately prior to ARN's entry, reasonable wear
and tear excepted. In the event that ARN fails to remove its equipment within the time period
above, any remaining equipment shall be deemed abandoned and shall become the property of
the Village. The Village, at its discretion, may dispose of such items in any manner it deems fit
and charge Applicant for the costs associated with the removal of said items.
c. ARN agrees to comply with all local, state and federal laws, rules and ordinances
applicable to the Project. ARN further agrees to exercise due care in the performance of all
activities on the Property, and shall not interfere with Village's activities including, but not
limited to, police, fire, rescue of other emergency services, park operations or community
programs, or any other party's activities on the Property, or any other property or rights -of -way
within the Village, except as permitted by the Village. ARN agrees to make reasonable repairs to
any damage or disturbance to Property caused by ARN, its employees, contractors, or agents, at
ARN's sole expense, reasonable wear and tear excepted.
3. Term. It is understood that the FCC will grant the license applied for by ARN on
behalf of the Village ("License") and that the exact timeframe of the granting of that application
may vary. This Agreement shall be effective as of the date of execution by both parties
("Effective Date"); provided, however, the initial term of this Agreement (the "Initial Term") is
five (5) years, commencing on the start of construction of ARN's Facilities or the first (1st) day
of the month following the date the FCC grants the License to ARN, whichever event occurs last
("Commencement Date"). In no event shall the Commencement Date occur later than twelve
(12) months after the Effective Date. This Agreement will be automatically renewed for an
additional term of Five (5) years ("Renewal Term"), unless ARN provides Village notice of its
intention not to renew the Agreement not less than ninety (90) days prior to the expiration of the
Initial Term or Renewal Term. If at the end of the Renewal Term, this Agreement has not been
terminated by either party by giving to the other written notice of an intention to terminate the
Agreement at least six (6) months prior to the end of such term, this Agreement shall continue in
force upon the same covenants, terms and conditions for a further term of one (1) year and for
one (1) year terms thereafter until terminated by either party by giving to the other written notice
of its intention to so terminate at least six (6) months prior to the end of such term.
4. Remuneration. The Village will pay ARN a total fee of $39,500 for the services
and equipment to be provided pursuant to paragraph 1 of this Agreement, as follows:
a. Five Hundred and No/100 Dollars ($500.00) shall be due and payable upon
execution and delivery of this Agreement by the parties;
b. Upon identification of the radio channel to be used by the Village prior to
commencement of the Project, fifty percent (50%) of the total fee in an amount equal to
Nineteen Thousand Five Hundred and No/ 100 Dollars ($19,500) shall be due and payable;
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c. Upon installation and testing of the station, twenty-five percent (25%) of the
total fee in an amount equal to Nine Thousand Seven Hundred Fifty and No/ 100 Dollars
($9,750) shall be due and payable; and
d. Upon receipt of the License, the balance of the compensation (i.e., twenty-five
percent (25%) of the total fee) in an amount equal to Nine Thousand Seven Hundred Fifty
and No/100 Dollars ($9,750) shall be due and payable.
6. Confidentiality of Negotiations. Except to the extent otherwise required by law,
neither party shall disclose the terms and conditions of the Agreement or business relationships
contemplated between the parties.
7. Expenses of Installation and Equipment. ARN shall be responsible for all
labor and equipment costs associated with this project. The acquisition of any and all permits
and/or licenses that may be required by any governmental entities for the Project, including,
without limitation, any and all building permits, environmental inspections and/or permits, and
zoning approvals and variances, but expressly excluding the FCC licensing will be the
responsibility of ARN. Village shall provide reasonable assistance to ARN to acquire the
necessary building permits, environmental inspections and/or permits, and zoning approvals and
variances that may be required to complete this work and facilitate the Project.
8. Assignment and Subleasing. This Agreement shall not be sold, assigned,
licensed, or transferred at any time, without the Village's written consent. Notwithstanding the
foregoing, ARN shall not be permitted to sublet any of the support structures or ground area of
the Property to any other party. If ARN sells, assigns, licenses or transfers this Agreement
without Village's consent as required herein, ARN shall not be released from its obligations
accruing subsequent to any such sale, assignment, licensure or transfer hereunder.
9. Insurance. Upon execution of this Agreement, ARN shall provide, pay for and
maintain the customary insurance coverage satisfactory to the Village as described herein. ARN
shall provide, pay for and maintain, at its sole cost and expense, all insurance and/or bonds
required by law, including but not limited to: (i) worker's compensation insurance as prescribed
by the law of the state of Florida; (ii) employer's liability insurance with limits of at least
$1,000,000 each occurrence; (iii) comprehensive general liability insurance (including but not
limited to contractual liability insurance) with a general aggregate limit of $2,000,000 and limits
of $1,000,000 on account of any one occurrence; and (iv) automobile liability insurance
(covering all owned, hired, and non -owned automobiles used in performance of the Services)
with limits of at least $1,000,000 each occurrence. Village shall be named as an additional
insured on all policies of insurance purchased by ARN, except on policies for worker's
compensation insurance. Each insurance policy shall state by endorsement that such policy shall
not be canceled or materially changed without at least thirty (30) days' prior written notification
to the named additional insured by registered mail, and ARN shall notify the other of any
reduction or possible reduction in the limits of any such policy where such reduction, when
added to any previous reduction, would reduce coverage below the limits provided by this
Agreement. Each insurance policy shall state by endorsement that such policy shall provide for
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severability of interest or cross liability, provide that such insurance is non-contributing primary
coverage with respect to all insured, and contain a waiver of subrogation.
10. Indemnification. ARN shall, at its sole cost and expense, indemnify, hold
harmless and defend the Village's executives, directors, officials, agents and employees, against
any and all claims, suits, causes of action, proceedings, judgments for damages or equitable
relief, and costs and expenses incurred by the Village arising out of ARN's use of the Property,
except if the act or omission complained of is authorized, allowed or prohibited by this
Agreement, provided, however, that ARN's obligation hereunder shall not extend to any
damages caused solely by the gross negligence or wanton or willful acts of the Village. This
provision includes, but is not limited to, the Village's reasonable attorneys' fees incurred in
defending against any such claim, suit or proceedings. The Village agrees to notify ARN, in
writing, within a reasonable time of Village receiving notice, of any issue it determines may
require indemnification. Nothing in this Agreement shall prohibit the Village from participating
in the defense of any litigation by its own counsel and at its own cost if in the Village's
reasonable belief there exists or may exist a conflict, potential conflict or appearance of a
conflict. Nothing contained in this Agreement shall be construed or interpreted: (1) as denying
to either party any remedy or defense available to such party under the laws of the State of
Florida; (2) as consent by the Village to be sued; or (3) as a waiver of sovereign immunity
beyond the waiver provided in §768.28, F.S., as it may be amended. ARN's indemnification
obligation shall survive the expiration or termination of this Agreement by six (6) months or
until the applicable statute of limitations elapses, whichever occurs later.
11. Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida. .
12. Arbitration of Disputes. All disputes arising in connection with this Agreement
shall be handled by arbitration. The arbitration of any disputes arising in connection with this
Agreement shall be conducted in Miami -Dade County, Florida. Any such final decision or
award may be enforced against the parties or their assets wherever they may be found, and
judgment upon such final decision or award may be entered in any court having jurisdiction
thereof
13. Other Instruments. The parties hereby agree to take any and all action which is
necessary to effectuate and carry out the purposes of this Agreement.
14. Headings. The headings used in this Agreement are used for administrative
purposes only and do not constitute substantive matter to be considered in construing the terms
this Agreement
15. Parties Bound. This Agreement is binding on and shall inure to the benefit of the
parties hereto and to their respective heirs, executors, administrators, legal representatives,
successors, and assigns where permitted by this Agreement.
16. Binding Agreement; Parties Bound. This Agreement has been duly executed
and delivered by ARN and the Village, and the individuals signing on behalf of ARN and the
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Village represent and warrant that he or she is duly authorized to sign this Agreement. This
Agreement is binding on and shall inure to the benefit of the parties hereto and to their respective
heirs, executors, administrators, legal representatives, successors, and assigns where permitted
by this Agreement.
17. Time of the Essence. Time is of the essence in the payment and performance
obligations under this Agreement. Notwithstanding the foregoing, ARN cannot control the
issuance of any license by the FCC, and shall not be responsible for any delays in the issuance of
such License by the FCC.
18. Counterparts. This Agreement may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an original.
19. Prior Agreements Superseded. This Agreement supersedes any prior
understandings or written or oral agreements between the parties respecting the subject matter
hereof, and there are no other agreements between the parties with respect to the terms of this
Agreement, written or otherwise, except as set forth herein. This Agreement may be amended
only by a written document duly executed by the parties. This Agreement shall be governed by
the laws of Florida.
20. Attorney's fees. In the event of a dispute hereunder, the prevailing party shall be
entitled to a reasonable attorney's fee and costs, including, without limitation, any such fees or
costs paid or incurred in connection with any mediation, arbitration, litigation, and appeals or
other post judgment or post -decision proceedings.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the
day and year first above written.
5 Initials: Ce--e
WITNESSES: ATLANTIC RADIO NETWORK, LLC
Print Name:
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Print Name:
Print Name:
Print Name:
APPROVED AS TO FORM:
By:
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VILLAGE OF KEY • YNE
By:
Dated:
Village Att
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6 Initials: de
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ATLANTIC
RADIO NETWORK
300 Aragon Avenue, Suite 255
Coral Gables, Fl. 33134
Tel: 305. 476.9782
Fax: 305.476.9794
The following outlines the scope of services and equipment provided by ARN to the Village as
referred to in section 1.1, Scope of Services/Equipment.
EQUIPMENT (Basic):
ARN TX
RVR
Mackie
RVR or
Falcon
RE
Radio Five
N/A
20 Watt AM
Broadcast
Transmitter
AM Broadcast stand
alone Antenna
12 Channel Mixer
Y
Total Quantity: Higher wattage than license allows enabling
1 you to increase power if granted in future.
Total Quantity:
Antenna to be mounted on facility roof.
1
Total Quantity: 12 channel mixer board allows usage of
Board 1 many audio channels.
Audio Processor
Microphones
Editing/Automation
System
Coax/Connectors
N/A Cabling/Connectors
N/A
Total Quantity: Audio processor to allow for optimum sound
1 quality.
Total Quantity: High quality microphones provide high
quality sound and can be used for remote
3 location broadcasts.
Total Quantity: System allows recording and storing of
announcements for automated broadcasting
1 of station.
Total Quantity: All necessary coax and connectors to link
100 to 200 ft. antenna to studio.
Total Quantity: Cabling and connectors linking all studio
Various elements.
Total Quantity:
Grounding Cooper straps/rods
Various
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LABOR/ENGINEERING AND LEGAL
ARN
ARN
Spectral
Engineering/
Channel Search
Spectral
Engineering/
Application
Spectral
ARN Engineering/Field
Study
Anthony
Lepore, PA
Legal/Final
Application
Professional
ARN Engineering/Build-
out
Total Quantity: Search for available AM Channel to locate
the 10 -watt station.
Various
Total Quantity: Submission of final engineering study for
Various application.
Total Quantity: Submission of Field study verifying pattern
Various of station after station is activated.
Total Quantity: Submission and management of FCC
Various licensing process.
Total Quantity: All professional labor necessary for the
building of the antenna system and studio.
Includes tuning of all components
Various
ADDITIONAL PROFESSIONAL SERVICES: The following are ancillary services provided
by ARN
N/A Audio Production
N/A System Training
N/A Audio Production
Total Quantity: Audio production of all station imaging.
Includes voice talent and copywriting.
Various
Total Quantity: Six (6) hours of on -site training on
automated system.
Various
Total Quantity:
Various
Audio production of eight (8) vignettes.
Each Vignette will be 6-10 minutes in
length. ARN will provide copywriting, full
production and voice talent on these
vignettes. Total value of production
package: $4,000.
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