Loading...
HomeMy WebLinkAboutVII(D) Bus Shelter Agreement with Culver Amherst .5.2.7-9o97 777 Mayor Centel of Good Lt Commissioners S. Scott Vandergrift � Awl/. -r.*,,A Danny Howell. District 1 Scott.Anderson. District 2 City Manager Rusty Johnson, District 3 Jim Gleason _ Nancy J. Parker. District 4 STAFF REPORT TO: The Honorable Mayor and City Commissioners FROM: Jim Gleason, City Manager DATE: 1 1-3-2003 RE: Bus Shelter Agreement Culver Amherst ISSUE Should the Ocoee City Commission enter into a contract with Culver Amherst, a contract vendor for Lynx to build and maintain bus shelters in the City of Ocoee and mutually agreeable Lynx bust stops throughout the City of Ocoee. BACKGROUND/DISCUSSION Culver Amherst has a contract with Lynx (governmental public transit authority) to build and maintain bus shelters at appropriate bus stops throughout out unincorporated Orange County. Lynx has final authority over shelter locations. Culver Amherst pays Lynx the largest of $300.00 per shelter and or 10% of the advertising proceeds. Lynx has control over the advertising content in regards to alcohol, tobacco and any sexually adult oriented ads. Culver Amherst as offered the same contract terms to the City of Ocoee. City staff sent a letters to all parties who signed the West Orange Jaycees Bus Bench Agreement April 16, 1996, giving them"First Right of Approval"to provide bus shelters per item#13 of the contract. The city did not receive any response from the contacted parties. West Orange Jaycees, MADD of Central Florida and the Boys and Girls Club of Central Florida RECOMMENDATION City staff recommends approval of the agreement with Culvert Amherst to build and maintain bust shelters and city approved locations. The city will receive the greatest of either $300.00 per shelter per year or 10% of the advertising revenue per year. The agreement has conditions allowing the city to prohibit certain forms of advertising. The shelters will meet all city and Florida Building codes. Staff recommend proceeds from the agreement go to fund MVP Grants and Community Grants. City asks the Mayor and City Commission to approve the attached agreement. Agenda 11-04-2003 Item VII D BUS SHELTER INSTALLATION, ADVERTISING, AND MAINTENANCE AGREEMENT THIS AGREEMENT, made and entered into this day of , 2003 by and between THE CITY OF OCOEE, with its principal office at 150 North Lakeshore Drive, Ocoee, Florida, 34761 (hereinafter referred to as "CITY") and CULVER OUT OF HOME MEDIA, LLC d/b/a CULVER AMHERST, a limited liability company with its principal office at 141 5th Avenue,New York,NY 10010, (hereinafter referred to as "COMPANY"). WITNESSETH: WHEREAS, the CITY currently has bus stops located throughout its bus service area; AND WHEREAS, there exists in the service area a need for new public transit shelters; AND WHEREAS, the CITY is desirous of providing new shelters for the citizens of the service area and improving the maintenance and repair of existing shelters; AND WHEREAS, COMPANY is desirous of obtaining from CITY the approval to erect new shelters with advertising displays on surfaces of such shelters (collectively referred to as "Advertising Shelters"); AND WHEREAS, COMPANY is willing to assume all maintenance and repair obligations for the Advertising Shelters; AND WHEREAS, the CITY will permit the same, subject to the covenants and agreements hereinafter set forth. NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereto agree as follows: 1. GRANT OF RIGHTS. CITY hereby grants to COMPANY the exclusive right to erect, install and retrofit public transit shelters at bus stops and other locations to be agreed upon as provided herein, together with the right to display advertising material thereon (the "Advertising Shelters"), in accordance with, and subject to, the terms and conditions of this Agreement. It is agreed that CITY and COMPANY shall work together in an effort to replace or retrofit some or all of the existing shelters. 2. REGULATIONS. This Agreement shall serve as specific written and public notice that public transit shelters, with the display of advertising, shall be considered a public transportation amenity and as such will be subject to the Land Development Code. 3. PAYMENT TERMS. COMPANY shall pay to CITY a fee equal to the greater of$300 per year per shelter vs.10 percent of the net advertising receipts generated from the Advertising Shelters. Payment of fees will be made quarterly. COMPANY agrees to provide an accounting of its advertising receipts along with its payment. The accounting of advertising revenues shall be provided to the city annually from the effective date of this agreement. CITY shall have the right to review COMPANY books and records with reasonable advance notice. 4. DESIGN OF SHELTERS. The design of the Advertising Shelters shall be approved by CITY prior to commencement of construction. All shelters shall be accessible to disabled persons and must comply with the architectural standards as established by the Americans with Disabilities Act of 1990. COMPANY will not be required to install sidewalks or curb cuts to comply with this provision. Shelters installed under this contract must meet the minimum roadside clear zone as established by the Florida Department of Transportation Manual of Uniform Minimum Standards for Design, Construction and Maintenance for Shelters and Highways. Additionally, each Shelter which is constructed will need to obtain a building permit from the CITY and be subject to appropriate inspections by CITY personnel. 5. LOCATION OF NEW SHELTERS. Within sixty(60) days from the effective date, COMPANY will submit to the CITY a list of proposed Transit Shelter sites which will be subject to the review and approval of the CITY. Such list will be periodically updated, subject to the review and approval of the CITY. 6. ADVERTISING ON SHELTERS. Advertisements displayed under the terms of this Agreement shall be of reputable character, shall conform to recognized business standards, and shall not conflict with the laws of the United States, or the State of Florida or the CITY. The CITY may reject any displayed copy that is found to be: is offensive to the moral standards of the community; or is false, misleading, or deceptive; or induces a violation of existing laws; or has a tendency to induce what may result in the creation of new laws; or in any way reflects on the character, integrity, or standing of any individual, firm or corporation. The CITY's determination of acceptable or unacceptable advertisements shall not be arbitrary or unreasonable. No tobacco or alcohol advertisements will be permitted. In the event that the CITY determines that a posted advertisement is unacceptable, COMPANY shall have 24 hours from receipt of written notice to remove said posters. 7. DISTURBANCE. If the location of any shelter becomes a safety hazard or a chronic problem to the CITY, the CITY shall notify COMPANY in writing of the problem and COMPANY shall have ten (10) days to correct the problem. If the problem cannot be rectified, then COMPANY shall remove shelter from said location, provided the CITY approves a replacement location that is satisfactory to COMPANY. In that event, any fees associated with the old or replacement location shall be prorated. COMPANY shall remove any advertising shelter which interferes in any way with the construction, maintenance or repairs of public utilities,public works, or public improvements, or which because of its location, in the opinion of CITY shall be deemed to interfere in any way with the normal and orderly flow of vehicular traffic prior to the installation of such shelter. 8. MAINTENANCE. COMPANY shall maintain all advertising shelters in good repair and shall be solely responsible for the cleaning, repair, and replacement of any part thereof, including advertising materials. In the event CITY or COMPANY is notified of any Advertising Shelter that is unclean or is the victim of offensive, obscene or political graffiti, or other types of defacement, it shall be the obligation of COMPANY to remedy such defacement and repair or clean the shelter. If COMPANY fails to repair, remedy or clean the shelter within ten(10)working days after notification, CITY may remedy, repair or clean the shelter and assess the cost against COMPANY. 9. CHRONIC VANDALISM. In the event that any advertising shelter is vandalized to the extent that the cumulative expenses of all repairs exceeds one-half of the cost of the original construction thereof, COMPANY shall have the right to remove said advertising shelter and replace it at another approved location upon notice in writing to CITY. 10. INSURANCE. COMPANY shall indemnify and hold harmless CITY from and against all claims, damages, losses and expenses, arising out of or resulting from any conduct or activity contemplated within this Agreement attributable to COMPANY, including construction, maintenance, advertisement and subsequent use, provided that any such claim, damage, loss or expense which results in bodily injury sickness, disease or death or to injury or to destruction of tangible or intangible property, including the loss of the use resulting therefrom which is caused in whole or in part by any negligent act of commission or omission by COMPANY or its contractor, subcontractor or any directly or indirectly employed by any of them, or anyone whose acts, any of them might be liable, shall render COMPANY responsible. COMPANY shall procure, carry and pay for a general liability insurance policy in an amount acceptable to CITY. COMPANY shall maintain statutory workers' compensation coverage and unemployment insurance if required by the State of Florida. All insurance policies shall name CITY as additional insured and COMPANY shall furnish CITY as additional insurance providing no less than thirty(30) days advance written notice of cancellation or non-renewal of the Policies and a copy of additional insured endorsements should accompany this certificate. 11. EXPIRATION OR TERMINATION. This contract shall expire or terminate only as set forth below. (a) This Agreement shall expire ten (10) years from the effective date of this agreement. This Agreement shall automatically renew for an additional five (5) year term provided that COMPANY is not in default of any of the provisions of the Agreement. (b) Either party may terminate this Agreement because of the default of the other provided that the party electing to terminate shall have notified the defaulting party of the alleged violation and said violation shall not have been rectified within thirty(30) days thereafter. In the event that COMPANY shall be in default, which default is not rectified under the terms of this paragraph, COMPANY, after notice by CITY, shall have a period of three (3) months from the date of said notice by CITY to obtain an executed agreement to sell or assign its interest under this Agreement. Thereafter, settlement on the sale or assignment shall occur within three (3)months from the date of the agreement by COMPANY to sell or assign its interest. (c) This Agreement may be terminated by mutual agreement. (d) Upon expiration of this Agreement, as set forth in Paragraph 12 (a) above, the following shall occur: (i) CITY shall have the right to terminate the program involving the display of advertising on surfaces of the public transit shelters. In the event that the program is terminated in Year 15, COMPANY shall transfer ownership of shelters to CITY and neither CITY nor COMPANY shall have any further rights or obligations under this Agreement. (ii) In the event that CITY decides to continue the program involving the display of advertising on surfaces of the public transit shelters, it shall commence good faith negotiations with COMPANY to renew this agreement on mutually acceptable terms. If no renewal agreement is reached within three (3) months after the expiration of this Agreement, then in such event COMPANY shall have the right to remove all of its shelters, and neither CITY nor COMPANY shall have any further rights or obligations under this Agreement. 12. EXUSABLE DEFAULT. COMPANY shall not be held in default of this Agreement, if it is prevented from performing hereunder by inability to acquire necessary materials, acts of God or inability to reach agreement with utility companies. 13. ARBITRATION. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgement upon the award rendered by arbitrator(s) may be entered in any court having jurisdiction thereof 14. MISCELLANEOUS PROVISIONS. COMPANY warrants that all shelters shall meet rigid standards of design and construction so that the shelters are attractive, utilitarian and safe at all times, as well as in accordance with the Uniform Construction Code and subject to all appropriate municipal inspections. 15. MAILING OF NOTICES. COMPANY designates the address specified on Page 1 of this Agreement as the place where all notices provided for under this Agreement shall be sent. 16. ASSIGNMENT. Any assignment by COMPANY of its rights under this Agreement shall be subject to written approval of CITY, which approval shall not be unreasonably withheld. CITY further agrees to consent to any sale or assignment of COMPANY's interests under this Agreement provided it is demonstrated that the successor or assignee of COMPANY's interests under this Agreement shall have the ability to perform all of COMPANY's obligations under the terms of this Agreement. 17. ENTIRE AGREEMENT. COMPANY, in the performance of this Agreement, agrees to comply with all applicable state and federal laws and local ordinances. This Agreement contains all the terms and conditions agreed upon by the parties hereto and no other agreement, oral or otherwise, regarding the subject matter shall be deemed to exist or bind either of the parties hereto. Moreover, this Agreement may not be modified except in writing by both parties and if required by law. 18. LAW CONTROLLING. It is the understanding of the parties that this Agreement shall be controlled by the laws of the State of Florida. 19. PROHIBITED INTERESTS. No member, officer, or employee of CITY during their tenure or for one year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. 20. EQUAL EMPLOYMENT OPPORTUNITY. During the performance of this contract, COMPANY shall not discriminate against any employee or applicant for employment because of race, religion, color, age, sex or national origin. COMPANY will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, color, sex or national origin. 21. RIGHT-OF-FIRST REFUSAL. This agreement is subject to the right-of- first-refusal of the West Orange Jaycees, MADD of Central Florida and Boys and Girls Club of Central Florida under that certain Bus Bench Agreement dated April 16, 1996. Following the full execution of this Agreement the City will give notice thereof along with a copy of this Agreement to the Clubs and provide the Clubs with 21 days within which to exercise their right-of- first-refusal and elect to enter into a comparable agreement with the City. If the Clubs do not exercise their right-of-first-refusal, this contract shall commence and be in effect through the expiration date. IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto set forth their hands and seal the date set forth above. ATTEST: CITY OF OCOEE, FLORIDA By: Jean Grafton, City Clerk S. Scott Vandergrift, Mayor (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE,FLORIDA; COMMISSION AT A MEETING APPROVED AS TO FORM AND HELD ON ,2003 LEGALITY this day of UNDER AGENDA ITEM NO. , 2003. FOLEY& LARDNER By: City Attorney ATTEST: CULVER OUT OF HOME MEDIA, LLC d/b/a CULVER AMHERST By: • ,y u t k Lk\ BUS SHELTER INSTALLATION, ADVERTISING, AND MAINTENANCE AGREEMENT THIS AGREEMENT, made and entered into this day of , 2003 by and between THE CITY OF OCOEE, with its principal office at 150 North Lakeshore Drive, Ocoee, Florida, 34761 (hereinafter referred to as "CITY") and CULVER OUT OF HOME MEDIA, LLC d/b/a CULVER AMHERST, a limited liability company with its principal office at 141 5th Avenue,New York,NY 10010, (hereinafter referred to as "COMPANY"). WITNESETH: WHEREAS, the CITY currently has bus stops located throughout its bus service area; AND WHEREAS, there exists in the service area a need for new public transit shelters; AND WHEREAS, the CITY is desirous of providing new shelters for the citizens of the service area and improving the maintenance and repair of existing shelters; AND WHEREAS, COMPANY is desirous of obtaining from CITY the approval to erect new shelters with advertising displays on surfaces of such shelters (collectively referred to as "Advertising Shelters"); AND WHEREAS, COMPANY is willing to assume all maintenance and repair obligations for the Advertising Shelters; AND WHEREAS, the CITY will permit the same, subject to the covenants and agreements hereinafter set forth. NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereto agree as follows: 1. GRANT OF RIGHTS. CITY hereby grants to COMPANY the exclusive right to erect, install and retrofit public transit shelters at bus stops and other locations to be agreed upon as provided herein, together with the right to display advertising material thereon(the "Advertising Shelters"), in accordance with, and subject to, the terms and conditions of this Agreement. It is agreed that CITY and COMPANY shall work together in an effort to replace or retrofit some or all of the existing shelters. 2. REGULATIONS. This Agreement shall serve as specific written and public notice that public transit shelters, with the display of advertising, shall be considered a public transportation amenity and as such will be subject to the Land Development Code, as it may from time to time be amended. 3. PAYMENT TERMS. COMPANY shall pay to CITY a fee equal to the greater of$300 per year per shelter vs. 10 percent of the net advertising receipts generated from the Advertising Shelters. Payment of fees will be made quarterly. COMPANY agrees to provide an accounting of its advertising receipts along with its payment. The accounting of advertising revenues shall be provided to the city annually from the effective date of this agreement. CITY shall have the right to review COMPANY books and records with reasonable advance notice. 4. DESIGN OF SHELTERS. The design of the Advertising Shelters shall be approved by CITY prior to commencement of construction. All shelters shall be accessible to disabled persons and must comply with the architectural standards as established by the Americans with Disabilities Act of 1990. Shelters installed under this contract must meet the minimum roadside clear zone as established by the Florida Department of Transportation Manual of Uniform Minimum Standards for Design, Construction and Maintenance for Shelters and Highways. Additionally, each Shelter which is constructed will comply with the Florida Building Code and any applicable local amendments thereto, and will need to obtain a building permit from the CITY and be subject to appropriate inspections by CITY personnel. The CITY shall pay for or waive all applicable building permit fees for the construction of a shelter. Shelter advertising shall not contain any sign or advertising copy greater in size than six feet(6')by four feet(4') equal size, opposing facing sides, provided that the sign or advertising copy may by double sided. No sign shall be permitted on the roof or above the roofline of a bus shelter. No more than one advertising sign shall be permitted on any transit shelter, however, the advertising sign may be double faced provided that the faces are equal in size and continued within a common perimeter and that each face be visible from the opposite direction. 5. LOCATION OF NEW SHELTERS. Within sixty(60) days from the effective date, COMPANY will submit to the CITY a list of proposed Transit Shelter sites which will be subject to the review and approval of the CITY. Such list will be periodically updated, subject to the review and approval of the CITY. 6. ADVERTISING ON SHELTERS. Advertisements displayed under the terms of this Agreement shall be of reputable character, shall conform to recognized business standards, and shall not conflict with the laws of the United States, or the State of Florida or the CITY. The CITY may reject any displayed copy that is found to be: is offensive to the moral standards of the community; or is false, misleading, or deceptive; or induces a violation of existing laws; or has a tendency to induce what may result in the creation of new laws; or in any way reflects on the character, integrity, or standing of any individual, firm or corporation. The City's determination of acceptable or unacceptable advertisements shall not be arbitrary or unreasonable. No tobacco or alcohol advertisements will be permitted. In the event that the CITY determines that a posted advertisement is unacceptable, COMPANY shall have 24 hours from receipt of written notice to remove said posters. 7. INSTALLATION REQUIREMENTS. COMPANY shall be required to install at a minimum twenty(20) shelters over the term of the Contract. With a minimum of six (6) shelters during the initial year of this contract and an additional four(4) shelters per subsequent year thereafter until the minimum proposed is met or as mutually agreed upon. This agreement is based on need and potential revenue. Failure to construct the minimum number of shelters shall be a default by COMPANY and entitle the CITY to terminate Agreement. 8. DISTURBANCE. If the location of any shelter becomes a safety hazard or a chronic problem to the CITY, the CITY shall notify COMPANY in writing of the problem and COMPANY shall have ten (10) days to correct the problem. If the problem cannot be rectified, then COMPANY shall remove shelter from said location,provided _ the CITY approves a replacement location that is satisfactory to COMPANY. In that event, any fees associated with the old or replacement location shall be prorated. COMPANY shall remove any advertising shelter which interferes in any way with the construction, maintenance or repairs of public utilities, public works, or public improvements, or which because of its location, in the opinion of CITY shall be deemed to interfere in any way with the normal and orderly flow of vehicular traffic prior to the installation of such shelter. 9. MAINTENANCE. COMPANY shall maintain all advertising shelters in good repair and shall be solely responsible for the cleaning, repair, and replacement of any part thereof, including advertising materials. In the event CITY or COMPANY is notified of any Advertising Shelter that is unclean or is the victim of offensive, obscene or political graffiti, or other types of defacement, it shall be the obligation of COMPANY to remedy such defacement and repair or clean the shelter. If COMPANY fails to repair, remedy or clean the shelter within ten (10) working days after notification, CITY may remedy, repair or clean the shelter and assess the cost against COMPANY. 10. CHRONIC VANDALISM. In the event that any advertising shelter is vandalized to the extent that the cumulative expenses of all repairs exceeds one-half of the cost of the original construction thereof, COMPANY shall have the right to remove said advertising shelter and replace it at another approved location upon notice in writing to CITY. 11. INSURANCE. COMPANY shall indemnify and hold harmless CITY from and against all claims, damages, losses and expenses, arising out of or resulting from any conduct or activity contemplated within this Agreement attributable to COMPANY, including construction, maintenance, advertisement and subsequent use, provided that any such claim, damage, loss or expense which results in bodily injury sickness, disease or death or to injury or to destruction of tangible or intangible property, including the loss of the use resulting therefrom which is caused in whole or in part by any negligent act of commission or omission by COMPANY or its contractor, subcontractor or any directly or indirectly employed by any of them, or anyone whose acts, any of them might be liable, shall render COMPANY responsible. COMPANY shall procure, carry and pay for a general liability insurance policy in an amount acceptable to CITY. COMPANY shall maintain statutory workers' compensation coverage and unemployment insurance if required by the State of Florida. All insurance policies shall name CITY as additional insured and COMPANY shall furnish CITY as additional insurance providing no less than thirty(30) days advance written notice of cancellation or non-renewal of the Policies and a copy of additional insured endorsements should accompany this certificate. 12. EXPIRATION OR TERMINATION. This contract shall expire or terminate only as set forth below. (a) This Agreement shall expire ten (10) years from the effective date of this agreement. (b) Either party may terminate this Agreement because of the default of the other provided that the party electing to terminate shall have notified the defaulting party of the alleged violation and said violation shall not have been rectified within thirty (30) days thereafter. In the event that COMPANY shall be in default, which default is not rectified under the terms of this paragraph, COMPANY, after notice by CITY, shall have a period of three (3) months from the date of said notice by CITY to obtain an executed agreement to sell or assign its interest under this Agreement subject to the assignment provisions of Paragraph 17 hereof. Any such assignee shall be bound by the provisions of this Agreement and shall be required to cure such default with 30 days of any such assignment. Thereafter, settlement on the sale or assignment shall occur within thirty(30) days from the date of the agreement by COMPANY to sell or assign its interest. If such default is not cured by the Company or its assignee as aforesaid, then the City may terminate this Agreement and ownership of the Shelters will be transferred to the City. (c) This Agreement may be terminated by mutual agreement. (d) Upon expiration of this Agreement, as set forth in Paragraph 12 (a) above, the following shall occur: (i) CITY shall have the right to terminate the program involving the display of advertising on surfaces of the public transit shelters. In the event that the program is terminated in Year 10, COMPANY shall transfer ownership of shelters to CITY and neither CITY nor COMPANY shall have any further rights or obligations under this Agreement. (ii) In the event that CITY decides to continue the program involving the display of advertising on surfaces of the public transit shelters, it shall commence good faith negotiations with COMPANY to renew this agreement on mutually acceptable terms. If no renewal agreement is reached within three (3) months after the expiration of this Agreement, then in such event COMPANY shall have the right to remove all of its shelters, and neither CITY nor COMPANY shall have any further rights or obligations under this Agreement. 13. EXCUSABLE DEFAULT. COMPANY shall not be held in default of this Agreement, if it is prevented from performing hereunder by inability to acquire necessary materials, acts of God or inability to reach agreement with utility companies. 14. ARBITRATION. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by arbitrator(s) may be entered in any court having jurisdiction thereof 15. MISCELLANEOUS PROVISIONS. COMPANY warrants that all shelters shall meet rigid standards of design and construction so that the shelters are attractive, utilitarian and safe at all times, as well as in accordance with the Uniform Construction Code and subject to all appropriate municipal inspections. 16. MAILING OF NOTICES. COMPANY designates the address specified on Page 1 of this Agreement as the place where all notices provided for under this Agreement shall be sent. 17. ASSIGNMENT. Any assignment by COMPANY of its rights under this Agreement shall be subject to written approval of CITY, which approval shall not be unreasonably withheld. CITY further agrees to consent to any sale or assignment of COMPANY's interests under this Agreement provided it is demonstrated that the successor or assignee of COMPANY's interests under this Agreement shall have the ability to perform all of COMPANY's obligations under the terms of this Agreement. 18. ENTIRE AGREEMENT. COMPANY, in the performance of this Agreement, agrees to comply with all applicable state and federal laws and local ordinances. This Agreement contains all the terms and conditions agreed upon by the parties hereto and no other agreement, oral or otherwise, regarding the subject matter shall be deemed to exist or bind either of the parties hereto. Moreover, this Agreement may not be modified except in writing by both parties and if required by law. 19. LAW CONTROLLING. It is the understanding of the parties that this Agreement shall be controlled by the laws of the State of Florida. 20. PROHIBITED INTERESTS. No member, officer, or employee of CITY during their tenure or for one year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof 21. EQUAL EMPLOYMENT OPPORTUNITY. During the performance of this contract, COMPANY shall not discriminate against any employee or applicant for employment because of race, religion, color, age, sex or national origin. COMPANY will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, color, sex or national origin. 22. RIGHT-OF-FIRST REFUSAL. This agreement is subject to the right-of- first-refusal of the West Orange Jaycees, MADD of Central Florida and Boys and Girls Club of Central Florida under that certain Bus Bench Agreement dated April 16, 1996. Following the full execution of this Agreement the City will give notice thereof along with a copy of this Agreement to the Clubs and provide the Clubs with 21 days within which to exercise their right-of-first-refusal and elect to enter into a comparable agreement with the City. If the Clubs do not exercise their right-of-first-refusal, this contract shall commence and be in effect through the expiration date. IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto set forth their hands and seal the date set forth above. ATTEST: CITY OF OCOEE, FLORIDA By: Jean Grafton, City Clerk S. Scott Vandergrift, Mayor (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE,FLORIDA; COMMISSION AT A MEETING APPROVED AS TO FORM AND HELD ON ,2003 LEGALITY this day of UNDER AGENDA ITEM NO. , 2003. FOLEY & LARDNER By: City Attorney ATTEST: CULVER OUT OF HOME MEDIA,LLC d/b/a CULVER AMHERST By: Chris Culver, President