HomeMy WebLinkAboutReso 2010-1640
RESOLUTION NO. 2010- It., <in
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
SUNNY ISLES BEACH, FLORIDA, APPROVING AN
AGREEMENT WITH ATLANTIC RADIO NETWORK, LLC
(ARN), TO ACQUIRE AND INSTALL AN "AM" BAND RADIO
STATION, IN AN AMOUNT NOT TO EXCEED FORTY-EIGHT
THOUSAND DOLLARS ($48,000.00), ATTACHED HERETO AS
EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE
SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO
DO ALL THINGS NECESSARY TO EFFECTUATE THIS
RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Sunny Isles Beach was awarded a $200,000.00 COPS
Technology grant, which included projects such as the establishment of a City radio station to
communicate emergency/safety related events to residents and visitors; and
WHEREAS, the City wishes to engage the services and expertise of Atlantic Radio
Network, LLC (ARN) for the acquisition of a radio broadcast license and the building of a radio
broadcast property on City property; and
WHEREAS, the City wishes to also engage the expertise of ARN for the training of
certain City employees for the operation and maintenance of this radio broadcast property; and
WHEREAS, Atlantic Radio Network, LLC (ARN), a sole source provider, submitted a
proposal to the City to provide these services and equipment, in an amount not to exceed Forty-
Eight Thousand Dollars ($48,000.00), attached hereto as Exhibit "A"; and
WHEREAS, purchases from sole source vendors are exempt from the bidding
requirements of the City's procurement ordinance.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Approval of Agreement. The City Commission hereby approves the agreement
with Atlantic Radio Network, LLC (ARN) for the acquisition of a radio broadcast license and the
building of a radio broadcast property on City property, and training of certain City employees
for the operation and maintenance of this radio broadcast property, in an amount not to exceed
Forty-Eight Thousand Dollars ($48,000.00), as outlined in Exhibit "A", attached hereto.
Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said
Agreement.
Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all
things necessary to effectuate this Resolution.
R2010- Am Am Band Radio Station Sole Source
Page I 01'2
Section 4.
Effective Date. This Resolution shall become effective upon adoption.
PASSED AND ADOPTED this 18th day of November 2010.
'7~rvx!xI~~
Norman S. Ede1cup, MaY9
ATTEST:
~A~
Jane A. ines, CMC, City Clerk
Moved by:
~~ Sc~DbL
Seconded by: ('J7)~~t\mW
Vote: S-O
Mayor Norman S. Edelcup
Vice Mayor Lewis Thaler
Commissioner Roslyn Brezin
Commissioner Gerry Goodman
Commissioner George "Bud" Scholl
L/'(Y es)
viVes)
V(Y es)
~Yes)
"Z.(Yes)
_(No)
_(No)
_(No)
_(No)
_(No)
R2010- Am Am Band Radio Station Sole Source
Page 2 01'2
CITY OF SUNNY ISLES BEACH
CONSULTANT AGREEMENT
CONTRACT NO.CIOII-018
THIS AGREEMENT, entered into this \<(ut' day of ~O,,~~ 2010, by and
between the CITY OF SUNNY ISLES BEACH (hereinafter referred as to the "City") and
A TLANTIC RADIO NETWORK (hereinafter referred to as the "Consultant").
RECIT ALS
WHEREAS, the City is in need of certain engineering consultant services to (1) acquire
a radio broadcast license and to build a radio broadcast property on the City property; (2) train
certain City employees to operate and maintain the radio broadcast property; and (3) provide
certain production services to enable the City to receive some limited programming content for
the station once it is online, (collectively the "Services"); and
WHEREAS, the Consultant has submitted a proposal to the City to provide said Services
as set forth in Attachment "A", incorporated herein by reference; and
NOW THEREFORE, in consideration of the foregoing and for the mutual covenants,
representations and warranties and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties agree as follows:
1. RECITALS. The Recitals set forth above are hereby incorporated into this agreement
and made a part hereof for reference.
2. CONSULTING SERVICES. Consultant shall provide to the City the Services as more
particularly described in "A" attached hereto and made a part hereof.
3. TERM. Subject to the provisions relating to the termination of this Agreement as set forth
in Paragraph 9 hereunder, the term of this Agreement shall begin upon the issuance of a Notice
to Proceed from the City Manager or his designee and shall end no later than forty five (45) days
thereof.
4. COMPENSA nON. The City agrees to pay the Consultant an amount not to exceed Forty
Eight Thousand Dollars ($48,000.00) for completion of the Services. Payment to Consultant for
all charges and tasks under this Agreement shall be in accordance with this Agreement and a
schedule of charges reflected in "A". The Consultant shall make no other charges to the City for
supplies, labor, taxes, licenses, permits, overhead or any other expenses or costs unless any such
expense or cost is incurred by Consultant with the prior written approval of the City. If the City
disputes any charges on the invoices, it may make payment of the uncontested amounts and
withhold payment on the contested amounts until they are resolved by agreement with
Consultant.
5. INDEPENDENT CONTRACTOR RELATIONSHIP The Consultant is an independent
contractor and shall be treated as such for all purposes. Nothing contained in this agreement or
CIOII-OI8 Atlantic Radio Agreement
City of Sunny Isles Beach
18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
any action of the parties shall be construed to constitute or to render the consultant an employee,
partner, agent, shareholder, officer or in any other capacity other than as an independent
contractor other than those obligations which have been or shall have been undertaken by the
City. Consultant shall be responsible for any and all of its own expenses in performing its duties
as contemplated under this agreement. The City shall not be responsible for any expense
incurred by the Consultant. The City shall have no duty to withhold any Federal income taxes or
pay Social Security services and that such obligations shall be that of the Consultant, other than
those set forth in this agreement. Consultant shall furnish its own transportation, office and other
supplies as it determines necessary in carrying out its duties under this agreement.
6. INSURANCE. Consultant shall, at its sole cost and expense, during the period of any
work being performed under this Agreement, procure and maintain the following minimum
insurance coverage to protect the City and Consultant against all loss, claims, damage and
liabilities caused by Consultant, its agents, contractors or employees, as more particularly set
forth below:
(a) General liability insurance with limits of One Million Dollars
($1,000,000) combined single limit occurrence and a general aggregate limit of
Two Million Dollars ($2,000.000). Coverage must be afforded on a form no more
restrictive than the latest edition of the Comprehensive General Liability Policy.
(b) Workers' Compensation insurance to apply for all employees in
compliance with the Workers Compensation Law of the State of Florida and all
applicable federal laws.
(c) Employer's liability insurance with limits of at least One Million Dollars
($1,000,000) each occurrence.
(d) Business Automobile Liability Insurance with mInImum limits of Five
Hundred Thousand Dollars ($500,000.00) per occurrence combined single limit
for Bodily Injury Liability and Property Damage Liability. Coverage must be
afforded on a form no more restrictive than the latest edition of the Business
Automobile Liability Policy, without restrictive endorsements, as filed by the
Insurance Services Office and must include:
Owned vehicles.
Hired and non-owned vehicles.
Employers' non-ownership.
2
CIOII-OI8 Atlantic Radio Agreement
City of Sunny Isles Beach
18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
Such insurance shall not diminish Consultants indemnification obligations hereunder.
The insurance policy shall be issued by such company, in such forms and with such limits of
liability and deductibles as are acceptable to the City and shall be endorsed to be primary over
any insurance, which the City may maintain. Before any work under this Agreement is
performed, and at any time upon request, Consultant shall furnish to the City certificates of
insurance evidencing the minimum required coverage and appropriately endorsed for contractual
liability with the City named as an additional insured. All policies shall contain a waiver of
subrogation endorsement. All policies and certificates shall be in forms and issued by insurance
companies acceptable to the City's Risk Management Department. All insurance policies and
certificates of insurance shall provide that the policies may not be canceled or altered without
thirty (30) calendar days prior written notice to the City Manager or his designee.
7. OWNERSHIP OF DOCUMENTS AND EQUIPMENT. All documents prepared by the
Consultant pursuant to this agreement and related services to this agreement are intended and
represented for the ownership of the City only. Any other use by Consultant or other parties
shall be approved in writing by the City.
8. INDEMNIFICATION. Consultant agrees to indemnify and hold harmless, the City, its
officers, agents, employees from, and against any and all claims, actions, liabilities, losses and
expenses including, but not limited to, attorney's fees for personal, economic or bodily injury,
wrongful death, loss of or damage to property, at law or in equity, which may arise or may be
alleged to have risen from the negligent acts, errors, omissions or other wrongful conduct of the
Consultant, agents or other personal entity acting under Consultant's control in connection with
the Consultant's performance of services pursuant to that agreement and to that extent the
Consultant shall pay such claims and losses and shall pay all such costs and judgments which
may issue from any lawsuit arising from such claims and losses including wrongful termination
or allegations of discrimination or harassment, and shall pay all costs and attorneys' fees
expended by the City in defense of such claims and losses including appeals. The parties agree
that ten percent (10%) of the total compensation is a specific consideration from the City to the
Consultant for this indemnity.
9. TERMINATION.
A. If, through any cause within the reasonable control the Consultant shall fail to
fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations
material to this agreement, the City shall have the right to terminate the services then remaining
to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify
the Consultant of its violation of the particular terms of the agreement and grant Consultant ten
(10) days to cure such default. If the default remains uncured after ten (10) days the City may
terminate this agreement
3
~
CIOII-OI8 Atlantic Radio Agreement
City of Sunny Isles Beach
18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
(i.) In the event of termination, all finished and unfinished documents, data and other
work product prepared by Consultant (and sub consultant(s)) shall be delivered to
the City and the City shall compensate the Consultant for all services satisfactorily
performed prior to the date of termination, as provided in Paragraph 4 herein.
(ii.) Notwithstanding the foregoing, the Consultant shall not be relieved of liability to
the City for damages sustained by it by virtue of a breach of the agreement by
Consultant and the City may reasonably withhold payments to Consultant for the
purposes of set-off until such time as the exact amount of damages due the City
from the Consultant is determined.
B. Termination for Convenience of City. The City may, for its convenience and
without cause terminate the services then remaining to be performed at any time by given written
notice which shall become effective ten (10) days following receipt by Consultant. The terms of
Paragraphs A(i) and (ii) shall be applicable hereunder.
C. Termination for Insolvency. The City also reserves the right to terminate the
remaining services to be performed in the event the Consultant is placed either in voluntary or
involuntary bankruptcy or makes any assignment for the benefit of creditors.
10. ASSIGNMENTS, TRANSFERS, SUBCONTRACTING. The Consultant shall not
subcontract, assign or transfer any work under this agreement with the prior written consent of
the City. Should the Consultant subcontract any services under this agreement, it shall be done
with continued liability for the Consultant. The Consultant shall remain responsible for services,
responsibilities and liabilities of any person or entity acting under Consultant.
11. TIME OF COMPLETION. The services to be rendered by the Consultant shall be
completed within the time specified in this agreement. A reasonable extension of time shall be
granted in the event the work of the Consultant is delayed or prevented by the City or by
circumstances beyond the reasonable control of the Consultant including weather conditions of
acts of God which render the performance of the Consultant's duty impracticable.
12. LIQUIDATED DAMAGES AND OTHER REMEDIES FOR DELAY. In the event the
Services are not complete within 45 (forty five) calendar days from the issuance of a notice to
proceed from City Manager or his Designee, and in the absence of any extended deadline granted
by City, then the Consultant shall be required to pay a liquidated damage penalty of $300.00
(three hundred dollars) for each calendar day beyond the 45 (forty five) day completion period,
continuing to the time at which the Services are complete. Such amount is the actual cash value
agreed upon as the loss to City resulting from Consultant's delay. Additionally, the City shall
also be entitled to withhold 50% of the total Compensation to be paid to Consultant until final
completion and acceptance of the Services.
4
CIOII-OI8 Atlantic Radio Agreement
City of Sunny Isles Beach
18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
13 . WARRANTY. The Consultant shall warrant that the Services conform to this
Agreement and are free of any patent and/or latent defect of the workmanship for a minimum
period of one (1) year from the completion of Services. This warranty shall be in addition to
whatever rights the City may have under law. The Contractor's obligation under this
warranty shall be at its own cost and expense, to promptly repair or replace (including
cost of removal, installation and labor), that item (or part or component thereof) which
proves defective or fails to comply with the Agreement within the warranty period such that it
complies with this Agreement. Consultant shall also warrant that the equipment and materials
shall include a one (1) year manufacturer's warranty.
14. WAIVER OF RIGHT TO JURY TRIAL. Each of the parties hereto hereby knowingly,
voluntarily and intentionally, waive the right which any may have to a jury trial in respect of any
action, proceeding, litigation or counterclaim based hereon or arising out of, under, on or in
connection with this agreement or any course of conduct, course of dealing, statements (whether
verbal or written) or actions of either of party.
15. ARBITRATION. It is the intention of the parties that whenever possible, if a dispute or
controversy arises hereunder then such dispute or controversy shall be settled by arbitration in
accordance with the procedures, rules and regulations of the American Arbitration Association.
The decision rendered by the Arbitrator shall be final and binding upon the parties and judgment
upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
Arbitration shall be held in Miami-Dade County, Florida. All costs of arbitration and attorneys'
fees incurred by the parties shall be paid by the non-prevailing party or, if neither party prevails
on the whole, each party shall be responsible for a portion of the costs of arbitration. And their
respective attorneys' fees as may be determined by the court on confirmation.
16. CONFIDENTIAL INFORMATION. The Consultant shall not, either during the term of
this Agreement or any time for a period of TEN (10) years subsequent to that date upon which
the Consultant shall leave the employment of the City for any reason whatsoever, disclose to any
person or entity, other than in the discharge of the duties of the Consultant under this Agreement,
any information which the City designates in writing as "confidential." As a violation by the
Consultant of the provisions of this Section could cause irreparable injury to the City and there is
no adequate remedy at law for such violation, the City shall have the right, in addition to any
other remedies available to it at law or in equity, to enjoin the Consultant in a court of equity for
violating such provisions.
17. NOTICES. All notices and communications hereunder shall be in writing and shall be
deemed given when sent postage prepaid by registered or certified mail, return receipt requested
and, if intended for City one to Rick Conner, City Manager and one to Hans Ottinot, City
Attorney, at City of Sunny Isles Beach, 18070 Collins Avenue, Sunny Isles Beach, Florida
5
CIOII-OI8 Atlantic Radio Agreement
City of Sunny Isles Beach
18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
33160, and if intended for the Consultant, shall be addressed to Andrew P. Korge, President,
Atlantic Radio Network, 300 Aragon Avenue, Suite 255, Coral Gables, FL 33134.
18. GOVERNING LAW. This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida.
19. AUDIT. The Consultant shall make available to the City or its representative all required
financial records associated with the Agreement for a period of THREE (3) years.
20. NON-DISCRIMINATION. The Consultant agrees to comply with all local and state civil
rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended, Title VIII of the
Civil Rights Act of 1968 as amended, Title 1 of the Housing and Community Development Act
of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with
Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with
Executive Order 11248 as amended by Executive Orders 11375 and 12086.
The Consultant will not discriminate against any employee or applicant for employment because
of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age,
marital/familial status, or status with regard to public assistance. The Consultant will take
affirmative action to insure that all employment practices are free from such discrimination.
Such employment practices include but are not limited to the following: hiring, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or
other forms of compensation, and selection for training, including apprenticeship. The
Consultant agrees to post in conspicuous places, available to employees and applicants for
employment, notices to be provided by the City setting forth the provisions of this non-
discrimination clause.
The Consultant agrees to comply with any Federal regulations issued pursuant to compliance
with Section 504 of the Rehabilitation Act of 1973 (29 U.S.c. 708), which prohibits
discrimination against the handicapped in any Federally assisted program.
21. CONFLICT OF INTEREST. The Consultant agrees to adhere to and be governed by the
Miami-Dade County Conflict of Interest Ordinance Section 2-11.1, as amended; and by the City
of Sunny Isles Beach Ordinance No. 99-82, which are incorporated by reference herein as if fully
set forth herein, in connection with the Agreement conditions hereunder.
The Consultant covenants that it presently has no interest and shall not acquire any interest,
direct or indirectly which should conflict in any manner or degree with the performance of the
services. The Consultant further covenants that in the performance of this agreement, no person
having any such interest shall knowingly be employed by the Consultant. No member of, or
6
CIOII-OI8 Atlantic Radio Agreement
City of Sunny Isles Beach
18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
delegate to the Congress of the United States shall be admitted to any share or part of this
agreement or to any benefits arising therefrom.
22. CONFLICTING PROVISIONS. The terms and conditions in this agreement supersede
any other conflicting provisions that are contained in any other document, including any s hereto.
23. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties,
and may be amended, waived, changed, modified, extended or rescinded only by a writing
signed by the party against whom any such amendment, waiver, change, modification, extension
and/or rescission is sought.
[Remainder of page intentionally left blank]
7
CIOII-OI8 Atlantic Radio Agreement
...
City of Sunny Isles Beach
18070 Collins Avenue, Sunny Isles Beach, Florida 33] 60
(305) 947-0606 phone (305) 949-3113 Fax
A TLANTIC RADIO NETWORK
Print Name
WITNESSES: ~
W~ (R-
S ighature
'{\ c>~ C''-~\...'-'~
Print Name
--------
\e>.,. ~,~ L
ATTEST:
CITY OF SUNNY ISLES BEACH
B~,A~
Jane A. Hines, CMC, City Clerk
BV ffJmv-,;/4
~/
APPROVED AS TO FORM AND
LEGAL SUFF CIENCY
ttorney
8
CIOII-OI8 Atlantic Radio Agreement
~/
~A~
ATLANTIC
RADIO NETWORK
,..~,
300 Aragon Avenue, Suite 255
Coral Gables, FI. 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 City of
Sunny Isles, a Florida municipal corporation, herein referred to as the "City".
WITNESSETH:
WHEREAS, the City wishes to engage the services and expertise of ARN for the
acquisition of a radio broadcast license and the building of a radio broadcast property on
City property.
WHEREAS, the City wishes to engage the expertise of ARN for the training of
certain City employees for the operation and maintenance of this radio broadcast
property.
WHEREAS, ARN will provide certain production services enabling the City to
receive some limited programming content for the station once it is on-line.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
agreement 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 property, as defined
by the Federal Communications Commission ("FCC"), and all work for the FCC
licensing thereof, on behalf of the City. ARN will acquire and install all of the necessary
broadcast equipment, and produce audio components for the programming of the City
station, at radio tower and broadcasting locations to be provided by the City. Addendum
"A" of this agreement outlines the specific services and equipment referred to herein as
(the "Project").
~ 2. Term. Rns=agreeme~nii:CanGeliable. It is understood that the Federal
Communications Commission will grant the license applied for by ARN on behalf of the
City and that the exact timeframe of the granting of that application may vary.
ATTACHMENT "A"
3. Remuneration. The City will pay ARN a total fee of $48,000 for the
services and equipment to be provided pursuant to paragraph 1 of this Agreement, as
follows:
a. One Thousand Five Hundred Dollars ($1,500.00) 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 City prior to
commencement of the Project, fifty percent (50%) of the total fee in an amount equal
to Twenty-Three Thousand Two Hundred Fifty Dollars ($23,250) shall be due and
payable;
c. Upon installation and testing of the station, the remaining fifty percent
(50%) of the total fee in an amount equal to Twenty-Three Thousand Two Hundred
Fifty Dollars ($23,250) shall be due and payable;
4. Confidentiality of Negotiations. Except to the extent otherwise required
by law, neither party shall disclose the existence or subject matter of the negotiations or
business relationships contemplated between parties.
5. Expenses of Installation and Equipment. ARN shall be responsible for
all labor and equipment costs associated with this project. The City will be responsible
for the acquisition, and cost associated with said acquisition, of any and all permits and/or
licenses that may be required by the City or any other government entity 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. Further, in the event that a pole or tower is needed for the installation of the
antenna, ARN will present to the City the costs associated with the purchase of that tower
or pole and the City will be responsible for its' cost and installation. Lastly, in the event
that additional costs are incurred in conjunction with the modification of existing or
installation of new electrical outlets or phone lines necessary for the installation of the
radio station, these costs would be the responsibility of the City. ARN will oversee this
work insuring that they properly conform to the specifications necessary for the radio
station system.
6. Insurance. During the term hereof, the parties shall each maintain, at their
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 anyone occurrence. Each party 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 severability of interest or cross liability, provide that such insurance is
2
Initials:
non-contributing primary coverage with respect to all insured, and contain a waiver of
subrogation.
7. Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida, without regard to principles of conflict
of laws.
8. Arbitration of Disputes. All disputes arISIng in connection with this
Agreement shall be finally and conclusively determined and settled under the
Commercial Arbitration Rules of the American Arbitration Association by three (3)
arbitrators. The arbitration of any disputes arising in connection with this Agreement
shall be conducted in Miami, Florida. The party seeking such arbitration shall give the
other party written notice of the arbitration and of the name, address, telephone number,
and facsimile number of the first arbitrator chosen by such party. Within fourteen (14)
days after receipt of such notice, the notified party shall give written notice of the name,
address, telephone number, and facsimile number of the second arbitrator chosen by such
party. Within fourteen (14) days after written notice of the second arbitrator, the first and
second arbitrator shall select a third arbitrator and shall give written notice to all
disputing parties of the name, address, telephone number, and facsimile number of the
third arbitrator. In the event that one of the parties or the two arbitrators fail to provide
such written timely notice, either disputing party may request the American Arbitration
Association to nominate the arbitrator for appointment and the disputing parties agree to
accept the appointment of such arbitrator. Each disputing party shall pay all the fees,
costs, and expenses of the arbitrator selected by or for such disputing party and one-half
of the fees, costs, and expenses of the third arbitrator. Any arbitration pursuant to this
Agreement shall be final, conclusive, and binding on the parties to the dispute, without
recourse to any judicial proceedings. In addition, the parties hereby renounce all
non-compulsory judicial review of any final decision or award of the arbitrator or
arbitrators. 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.
9. Other Instruments. The parties hereto covenant and agree that they will
execute such other and further instrument and documents (including, without limitation,
any and all permit or license applications) as are or may become necessary or convenient
to effectuate and carry out the purposes of this Agreement.
10. 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 of this Agreement.
11. 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.
3
Initials:
12. Binding Agreement; Parties Bound. This Agreement has been duly
executed and delivered by ARN and the City, and the individuals signing on behalf of
ARN and the City 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.
13. 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.
14. 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.
15. Prior Agreements Superseded. This Agreement supersedes any prior
understandings or written or oral agreements between the parties respecting the subject
matter here of, 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.
16. 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.
[SIGNATURES ON NEXT PAGE]
4
Initials:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of
the day and year first above written.
WITNESSES:
ATLANTIC RADIO NETWORK, LLC
Print Name:
By:
Andrew P. Korge, President
Dated:
Print Name:
Print Name:
By:
City Mayor, Manager or Authorized Person
Dated:
Print Name:
APPROVED AS TO FORM:
By:
City Attorney
5
Initials:
~~
~A~
ATLANTIC
~
300 Aragon Avenue, Suite 255
Coral Gables, FI. 33134
Tel: 305. 476.9782
Fax: 305.476.9794
The following outlines the scope of services and equipment provided by ARN to the City
as referred to in section 1.1, Scope of Services/Equipment.
EQUIPMENT (Basic):
Radio
Systems
30 Watt AM
Broadcast
Transmitter
Total Quantity:
1
Higher wattage than license allows
enabling you to increase power if
granted in future.
Com rex
POTS phone line
broadcast link
Total Quantity:
2
Broadcast link from Transmitter to
Studio providing better fidelity of
transmission.
Mackie
12 Channel Mixer
Board
Total Quantity:
1
12 channel mixer board allows usage of
many audio channels.
RVR or
Falcon
Total Quantity:
1
Audio processor to allow for optimum
sound quality.
Audio Processor
Total Quantity: Broadcast Quality CD player for
Sony or RE CD Player
1 broadcast back-up.
Total Quantity: High quality microphones provide high
RE Microphones quality sound and can be used for
3 remote location broadcasts.
Editing/ Automation Total Quantity: System allows recording and storing of
Radio Five System announcements for automated
1 broadcasting of station.
Radio AM Broadcast stand Total Quantity: Antenna to be mounted on facility roof.
Systems alone Antenna Second antenna to be stored and used
2 for back-up.
Radio Total Quantity: Copper straps and wiring providing
Gp20 Groundplane
Systems 1 necessary grounding of station.
6
Initials:
Radio Total Quantity: Provides protection from lighting strikes
Systems Lightning Arrestor and surges.
1
Radio Antenna Mounting Total Quantity: Provides secure mounting with
Systems Kit 1 protection ffrom up to 150 mph winds.
Radio Total Quantity:
Systems Antenna Coupler Links antenna to ground plane.
1
Total Quantity: All necessary coax and connectors to
N/A Coax/ Connectors link antenna to studio.
100 to 200 ft.
Total Quantity: Cabling and connectors linking all studio
N/A Cabling/Connectors elements.
Various
LABOR/ENGINEERING AND LEGAL
ARN
ARN
ARN
ARN
ARN
Spectral Total Quantity: Search for available AM Channel to
Engineering/ locate the 10-watt station.
Channel Search Various
Spectral Total Quantity: Submission of final engineering study
Engineering/
Application Various for application.
Spectral Total Quantity: Submission of Field study verifying
Engineering/Field pattern of station after station is
Study Various activated.
Final Total Quantity: Submission and management of FCC
Application Various licensing process.
Professional
Engineering/Build-
out
Total Quantity: All professional labor necessary for the
building of the antenna system and
Various studio. Includes tuning of all
components.
ADDITIONAL PROFESSIONAL SERVICES: The following are ancillary services
provided by ARN
N/A
N/A
Audio Production
Total Quantity:
Audio prOduction of all station imaging.
Includes voice talent and copywriting.
Various
System Training
Total Quantity: Two (2) to four (4) hours of on-site
training on automated system.
Various
7
Initials:
N/A
Audio Production
Total Quantity: Audio production of two (2) vignettes.
Each Vignette will be 4-5 minutes in
Various length. ARN will provide copywriting,
full production and voice talent on these
vignettes.
8
Initials:
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Preview
Page 1 of 1
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
(305) 947-0606 City Hall
(305) 949-31 I3 Fax
MEMOllAND_UM
TO:
The Honorable Mayor and City Commission
FROM:
Michael Grandinetti, Police Captain
DA TE:
11/18/2010
RE:
City 'AM" Band Radio Station Sole Source Agreement
RECOMMENDA TION:
It is recommended that the City Commission approve the attached Resolution to award a
sole source professional services agreement in the amount of $48,000 to Atlantic Radio
Network, LLC to acquire and install an "AM" band radio station.
REASONS:
The City was awarded a $200,000 COPS Technology grant, which included projects such as
the establishment of a City radio station to communicate emergency/safety related events to
residents and visitors. Aware of our needs, the City was contacted by Atlantic Radio
Network, LLC (ARN) who establishes radio stations to provide information to travelers and
residents. Their services include the necessary engineering for the acquisition and building of
a 10-watt TIS radio tower and studio and obtaining FCC license. ARN will acquire and
install all necessary broadcast equipment, and produce audio components for the
programming of the City Station.
In an effort to conduct a good faith review of available sources, staff prepared a Request for
Information (RFI) under RFI No.1 0-1 0-03. This RFI was advertised in the Daily Business
Review and Demandstar.com as per City's common practice in advertising Request for
Proposals (RFP) and no letters of interest were received. Since no responses were received,
staff concludes ARN as a sole-source vendor.
A TT ACHMENTS:
. Resolution
. Atlantic Radio Network, LLC Proposal
http://sibagenda.sibfl.net/agenda/Preview.aspx?ItemID=3 85&MeetingID=0&MeetingDat... 1] /12/20 10