HomeMy WebLinkAbout2025-029Agreement
AGREEMENT FOR TRANSIT ADVERTISING SERVICES
INDIAN RIVER COUNTY
and
SunUp Advantage, LLC
THIS AGREEMENT FOR TRANSIT ADVERTISING SERVICES ("Agreement") entered into this 11th day
of February 2025, by and between the Indian River County, a political subdivision of the State of Florida,
whose address is 180127th Street, Vero Beach, Florida, 32960, hereinafter referred to as the "COUNTY,"
and SunUp Advantage, LLC, hereinafter referred to as the "CONTRACTOR."
WITNESSETH THAT:
WHEREAS, COUNTY has publicly submitted a Request for Proposal (RFP), #2025017, for services to
manage the sale and placement of advertising on County public transit vehicles; and
WHEREAS, CONTRACTOR timely submitted a Proposal for Transit Advertising Services that meets the
standards set forth in the RFP; and
WHEREAS, CONTRACTOR and COUNTY desire to enter into this Agreement to perform such services for
a three year period subject to the terms of this Agreement.
NOW, THEREFORE, in accordance with the mutual terms, understandings, conditions, promises,
covenants, and payment hereinafter set forth, and intending to be legally bound, the parties hereto agree
as follows:
Article 1. Purpose
1.1 The purpose of this Agreement is for CONTRACTOR to administer and carry out the day-to-day
functions associated with interior and exterior advertising on COUNTY transit vehicles. During the course
of this Agreement, the buses that have inside TV monitors will be phased out and replaced with buses that
have room for slide in placard type advertisements. This Agreement shall cover the TV monitors as they
are phased out and the new slide in placards.
Article 2. Scope of Work
2.1 On the terms and conditions set forth in this Agreement, COUNTY hereby engages CONTRACTOR
to procure, sell, install, and maintain advertising on transit vehicles for COUNTY in accordance with and
for the compensation specified in RFP 2025017, including Scope of Work/Services, Attachment F,
Revenue Proposal, and Attachment E, Advertising Standards, all of which are attached hereto and
incorporated herein.
Article 3. Additional Contractor Responsibilities
3.1 A Coordinator shall be appointed by the CONTRACTOR to coordinate the program with COUNTY.
The name, address, and contact information for the Coordinator is: Don Wright, 1515 Indian River Blvd,
Suite A245, Vero Beach, FL 3296o, 772-569-7777.
3.2 CONTRACTOR shall be responsible for keeping exterior advertisements in good condition, free
from fading, tears and peeling.
3.3 In all cases, CONTRACTOR shall notify the PROJECT MANAGER at least five (5) days in advance
whenever CONTRACTOR requires access to a transit vehicle for the installation and/or removal of
advertising media.
3.4 COUNTY reserves the right to remove a vehicle from its normal, regularly scheduled service for any
reason, including but not limited to age, useful life, safety concerns, or accidents. In the case that a vehicle
with advertising is removed from service, the installation of replacement advertising on a different vehicle
shall be at the expense of CONTRACTOR with the COUNTY paying for the cost of the advertising materials
(vinyl).
3.5 CONTRACTOR shall furnish a monthly report of gross billings to COUNTY along with payment. If
payments were received by CONTRACTOR from a single client for other advertising media (such as radio,
television, billboards, internet, etc) as part of a campaign or sales package, then CONTRACTOR will clearly
identify only those revenues that were obtained for transit advertising.
3.6 This Agreement authorizes CONTRACTOR to procure advertising solely on the exterior of
COUNTY vehicles and slide in placards on the interior of the bus and not on any bus facilities, on
publications, or within vehicles as panel displays, or in any other format, unless approved by PROJECT
MANAGER.
Article 4. Additional County Responsibilities
4.1 A PROJECT MANAGER shall be appointed to coordinate the program with CONTRACTOR. The
PROJECT MANAGER may be an employee of COUNTY or its designated transit provider, the Senior
Resource Association (SRA), and may be changed at any time in writing by the COUNTY. Such change
shall be given in writing to Contractor within seven (7) days of PROJECT MANAGER change. The name,
address, and contact information for the PROJECT MANAGER is: Karen Deigl, Senior Resource
Association, 4385 43rd Avenue, Vero Beach, FL, 32967; Phone (772)569-0903; Email kdeigl@sramail.org.
4.2 Nothing shall preclude COUNTY from adding, modifying, or deleting any transit route. Additions,
modifications, or deletions of transit routes will not impact COUNTY's responsibilities with respect to this
contract. The COUNTY reserves the right to exclude placing advertising on any individual buses or routes
for any reason.
4.3 COUNTY shall make a good faith effort to deploy specific vehicles on particular routes when
requested. COUNTY reserves the right to replace vehicles on routes as it deems necessary.
4.4 At times, the COUNTY may be approached directly by an entity interested in sponsoring a specific
bus or route in connection with a grant from the Florida Department of Transportation or similar
government agency. The County reserves the right to offer advertising on a bus in exchange for sponsoring
a bus or a route and that advertising shall not be deemed to fall under this Agreement and CONTRACTOR
shall have no right to compensation under such circumstances. In such a case, the COUNTY shall not
require the removal of any existing advertising on any vehicle subject to this agreement. The COUNTY will
refer all other entities wishing to advertise on buses to CONTRACTOR and any advertisements that result
from the referral will fall under this Agreement.
Article 5. Special Terms and Conditions
5.1 Termination. This Agreement may be terminated for convenience by mutual agreement in writing
of both parties. This Agreement may also be terminated by COUNTY for cause, default, or negligence on
the part of CONTRACTOR. In the event of termination by COUNTY for cause, CONTRACTOR shall
provide payment in accordance with the RFP Scope of Services and RFP Attachment F attached to this
agreement, which shall be the pro rata monthly minimum payment, plus the percentage of gross revenues,
upon termination of this Agreement.
5.2 Subletting of Contract. This Agreement shall not be sublet except with the written consent of
COUNTY. No such consent shall be construed as making COUNTY a party to the subcontract or subjecting
COUNTY to liability of any kind to any subcontractor. No subcontract shall under any circumstances
relieve CONTRACTOR of liability and obligations under this Agreement.
5.3 Insurance.
1. CONTRACTOR shall not commence work on this Agreement until it has obtained all insurance
required under this paragraph and such insurance has been approved by COUNTY's representative.
2. CONTRACTOR shall maintain during the term of this Agreement the following insurance:
A. Business Automobile Liability Insurance covering all owned, non -owned and hired vehicles with
minimum limits of liability of $i,000,000 per occurrence Combined Single Limit for bodily injury and
property damage.
B. Commercial General Liability Insurance for premises/operations, products/completed operations,
contractual liability, and independent contractors with minimum limits of liability of $1,000,000 per
occurrence Combined Single Limit for bodily injury and property damage.
C. Worker's Compensation Insurance in compliance with Chapter 440, Florida Statutes, as presently
written or hereinafter amended. The policy must include Employers Liability with a limit of $100,00o for
each accident, $500,000 for disease (policy limit), and $100,00o for disease (employee limit).
3. All insurance policies shall be issued by companies authorized to do business under the laws of the
State of Florida. All such insurers must have an A.M. Best rating of no less than A -VII.
4. CONTRACTOR shall furnish certificates of insurance to COUNTY prior to the commencement of
operations, which certificates shall clearly indicate that CONTRACTOR has obtained insurance in the type,
amount, and classification as required for strict compliance with this section and that no material change
or cancellation of this insurance shall be effective without thirty (30) days prior written notice to COUNTY.
5. Compliance with the foregoing requirements shall not relieve CONTRACTOR of its liability and
obligations under this section or under any other portion of this Agreement.
5.4 Indemnity. In consideration of the sum of Fifteen and oo/loo Dollars ($15.00), the receipt and
sufficiency of which is acknowledged by CONTRACTOR to be included and paid for in the contract price,
CONTRACTOR shall indemnify, defend, and hold harmless COUNTY and its agents and employees from
and against all liabilities, claims, damages, losses, and expenses, including attorney's fees, arising out of or
resulting from the performance of the work, provided that any such liability, claim, damage, loss, or
expense: a) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of
tangible property (other than the work itself), including the loss of use resulting therefrom; and b) is
caused in whole or in part by any negligent act or omission of CONTRACTOR, and subcontractor, anyone
directly or indirectly employed by any of them or anyone for whose acts any of them may be liable,
regardless of whether or not it is caused in whole or in part by COUNTY.
In any and all claims against COUNTY or any of its agents or employees, by any employee of
CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for
whose acts any of them may be liable, the indemnification obligation under the previous paragraph shall
not be limited in any way as to the amount or type of damages, compensation or benefits payable by or for
CONTRACTOR or any subcontractor under Workers' Compensation Acts, disability benefit acts, or other
employee benefit acts.
5.5 Independent Contractor. It is specifically understood and acknowledged by the parties hereto that
CONTRACTOR or employees or contractors of CONTRACTOR are in no way to be considered employees
of COUNTY, but are independent contractors performing solely under the terms of the Agreement and not
otherwise.
5.6 Acceptance of Goods and Services. Any goods and/or service(s) rendered under this Agreement
may be tested/inspected for compliance with specifications. In the event that any aspect of the goods or
services provided is found to be defective or does not conform to the specifications, COUNTY reserves the
right to require corrective action as appropriate which may include, but is not limited to, ordering re -
performance of service or the termination of the Agreement for default.
5.7 Public Records Compliance.
1. Indian River County is a public agency subject to Chapter lig, Florida Statutes. The Contractor
shall comply with Florida's Public Records Law. Specifically, the Contractor shall:
A. Keep and maintain public records required by the County to perform the service.
B. Upon request from the County's Custodian of Public Records, provide the County with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a cost that
does not exceed the cost provided in Chapter 119 or as otherwise provided by law.
C. Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the contract term
and following completion of the contract if the contractor does not transfer the records to the County.
D. Upon completion of the contract, transfer, at no cost, to the County all public records in possession
of the Contractor or keep and maintain public records required by the County to perform the service. If the
Contractor transfers all public records to the County upon completion of the contract, the Contractor shall
destroy any duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the contractor keeps and maintains public records upon completion of the
contract, the Contractor shall meet all applicable requirements for retaining public records. All records
stored electronically must be provided to the County, upon request from the Custodian of Public Records,
in a format that is compatible with the information technology systems of the County.
2. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS
AT:
(772) 226-1424
publicrecords@indianriver.gov
Indian River County Office of the County Attorney
180127th Street
Vero Beach, FL 3296o
3. Failure of the Contractor to comply with these requirements shall be a material breach of this
Agreement.
5.8 Right to Audit. COUNTY reserves the right to require CONTRACTOR to submit to an audit by any
auditor of COUNTY's choosing. CONTRACTOR shall provide access to all of its records, which relate
directly or indirectly to this Agreement at its place of business during regular business hours.
CONTRACTOR shall retain all records pertaining to this Agreement and upon request make them
available to COUNTY for three (3) years following expiration of the Agreement. CONTRACTOR agrees to
provide such assistance as may be necessary to facilitate the review or audit by COUNTY to ensure
compliance with applicable accounting and financial standards.
5.9 Codes and Regulations. All work completed under this Agreement shall conform to all applicable
federal, state, and local statues, codes, regulations, and ordinances.
5.10 Venue. The laws of the State of Florida shall govern this agreement. Venue for any lawsuit brought
by either party against the other party or otherwise arising out of this agreement shall be in Indian River
County, Florida, or, in the event of federal jurisdiction, in the United States District Court for the Southern
District of Florida.
5.11 Public Entity Crimes. A person or affiliate who has been placed on the convicted vendor list
following a conviction of a public entity crime may not be awarded or perform work as a contractor,
supplier, subcontractor under a contract with any public entity in excess of the threshold amount provided
in Florida Statutes, section 287.07 for Category Two for a period of thirty-six (36) months from the date of
being placed on the convicted vendor list.
5.12 Termination in Regards to F.S. 287.135. CONTRACTOR certifies that it and those related entities of
respondent as defined by Florida law are not on the Scrutinized Companies that Boycott Israel List,
created pursuant to S. 215.4725 of the Florida Statutes, and are not engaged in a boycott of Israel. In
addition, if this agreement is for goods or services of one million dollars or more, CONTRACTOR certifies
that it and those related entities of respondent as defined above by Florida law are not on the Scrutinized
Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran
Petroleum Energy Sector List, created pursuant to Section 215.473 of the Florida Statutes and are not
engaged in business operations in Cuba or Syria.
COUNTY may terminate this Contract if CONTRACTOR is found to have submitted a false
certification as provided under section 287.135(5) Florida Statutes, been placed on the Scrutinized
Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran
Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, as defined by
section 287.135, Florida Statutes.
COUNTY may terminate this Contract if CONTRACTOR, including all wholly owned subsidiaries,
majority-owned subsidiaries, and parent companies that exist for the purpose of making profit, is found to
have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel
as set forth in section 215.4725, Florida Statutes.
Article 6. Duration of Agreement
6.1. This Agreement shall remain in full force and effect for a period of three (3) years after its date of
execution with one three (3) year renewal period.
Article 7. Entire Agreement
7.1 This Agreement and its Attachments hereto embody the whole agreement of the parties, and there
are no provisions, terms, conditions, or obligations other than those contained herein. This agreement
shall supersede all previous communications, representations, or oral agreements between the parties, and
no amendment hereto shall be effective unless reduced to writing and signed by the parties hereto.
Article 8. Prohibited Interests
8.1 No member, officer, or employee of COUNTY during his/her tenure or for two years thereafter
shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. This requirement
also applies to any subcontract entered into by CONTRACTOR concerning this project.
Article 9. Miscellaneous Provisions
9.1. The terms of this Agreement may be modified upon the mutual agreement of CONTRACTOR and
COUNTY as confirmed in writing.
9.3• All remedies provided in this Agreement shall be deemed cumulative and additional, and not in
lieu or exclusive of each other or of any other remedy available to either party, at law or in equity. If any
legal action or other proceeding is brought for the enforcement of this Agreement or because of an alleged
dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, each
party shall bear its own costs.
9.4• If any term or provision of this Agreement or the application thereof to any person or circumstance
shall, to any extent, be held invalid or unenforceable for the remainder of this Agreement, then the
application of such term or provision to persons or circumstances other than those as to which it is held
invalid or unenforceable shall not be affected, and every other term and provision of this Agreement shall
be deemed valid and enforceable to the extent permitted by law.
This Agreement will be effective on lith day February of 202 (the date the Contract is approved by
the Indian River County Board of County Commissioners, which is the Effective Date of the Agreement).
COUNTY: CONTRACTOR:
By:
/ Joseph E. Flescher, Chaihgj� 2
, 4n
y: ice(/ `gUUUtii �•��
Jo n A. Titkanich, Jr., County Administrator
APPROVED AS TO FORM AND LEGAL
SUFFICIENCY:
By: Shae
Je fifer W huler County Attorney
Ryan L. Butler, Clerk of Court and Comptroller
Attest:
Deputy rk
(SEAL)
SunUp Advantage LLC
By: _
Named
Title: �y /y�v-« S /►AFS �L
(CORPORATE SEAL)
(If CONTRACTOR is a corporation or a
partnership, attach evidence of authority to sign.)
Attest: �1 - 5'ti'
Name: S
Title: 6 t4 - est Win, ce
Attachment F — Revenue Proposal
CONTRACTOR shall provide revenue sharing to the COUNTY calculated as shown below:
CONTRACTOR shall pay a Minimum Monthly Payment, as defined in Section 2.a of the Scope of
Work, of:
$500.00 /month F12 =6000
Plus:
CONTRACTOR shall pay 34 % of gross advertising revenues as defined in
Section 2.a of the Scope of Work.
SunUp Advantage, LLC
Company Nymne
.��
Signature of Authorized Representative