2nd Amendment 09/17/2007
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
December 7, 2007
TO:
Suzanne A. Hutton
County Attorney
ATTN:
Kathy Peters
Executive Assistant
FROM:
Isabel C. DeSantis .
Deputy Clerk
At the September 19, 2007, Board of County Commissioner's meeting, the Board granted
approval and authorized execution of a Second Extension Agreement between Monroe County
and Anderson Outdoor Advertising Agency with John Anderson to handle all advertising at the
Key West International Airport Terminal.
Enclosed is a fully executed duplicate original of the subject document for your handling.
Should you have any questions please do not hesitate to contact this office.
cc: Finance
File V
f+
rR� BOARD OF COUNTY COMMISSIONERS
1IT3 ,.r-�..--- Mayor Mario DiGennaro,District 4
! g I Mayor Pro Tern Dixie M.Spehar,District 1
C
U N TY ION ROE ' 4 _ Charles"Sonny"McCoy,District 3
KEY WEST FLORIDA33040 . _ .•�f ,H V1 1 George Neugent,District 2
(305)294-4641 :44 ro. , .*744 Sylvia Murphy,District 5
Lai.riat I 131149;
RECEIVED
OCT 0 4 2001
Mice of the Couittq a MONROE COUNTY ATTORNEY
502 Whitehead Skeet, Rear. ,
foot pfieo.tax 1026 —
9Ceg Weot, J.e 33041-1026
(305)292-3470
MEMORANDUM
TO: Danny L. Kolhage, Clerk of the Court
FROM: Kathy M. Peters, County Attorney's Office \,
RE: AGENDA ITEM R-5, BOCC 9/19/07
DATE: September 19, 2007
Enclosed please find the executed original and two (2) duplicate copies of the Second Extension Agreement
that correlates with the above-referenced agenda item(s) approved by the Board on 9/19/2007 for
processing.
R. COUNTY ATTORNEY
5. Approval of the Second Extension to the Anderson Outdoor Advertising Agency Agreement with John
Anderson. Iv�
?13
KMP/ 601- r
Enclosure: Original and two(2)copies Second Extension Agreement • s
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Page 1 of 1
Peters-KathElrine
From: Merc~ldo-Pedro
Sent: Wednesday, October 10, 2007 11:51 AM
To: Petem-Katherine
Cc: 'Pam Hancock'
Subject: RE: Our Agenda Item R-5 eocc 9/19/07 Second Ex! Agreement Anderson Outdoor Advertising
/, Pam, I reviewed the exhibits that were inadvertently omitted form item R-5. The correct exhibits are now attached
.Lp( and the item should be processed once we receive the certificate of insurance.
From: Peters-Katlherine
Sent: Wednesday, October 10,200711:20 AM
To: Mercado-Pedro
Cc: Pam Hancock
Subject: Our Agenda Item R-5 BOCC 9/19/07 Second Ex! Agreement Anderson Outdoor Advertising
Pedro - As we dis,cussed, these contracts were returned by the Clerk because the insurance has expired and
because I erroneously failed to include the Exhibits in the agenda back-up for this item that was approved at the
9/19/07 eocc mE,eting (R-5). If you can just reply to this email with your written approval for the Clerk to process
with the exhibits, once we receive a current Certificate of Insurance, I can transmit to the Clerk for processing.
Thank you.
10/10/2007
SECOND EXTENSION AGREEMENT
ANDERSON OUTDOOR ADVERTISING AGENCY
KEY WEST INTERNATIONAL AIRPORT
THIS SECO~ EXpN ~GREEMENT hereinafter "AGREEMENT" is made and
entered into this 1.2:::-'day of './f,...lu,<-- ,2007, by and between MONROE COUNTY, a political
subdivision of the State of Flori a, whose address is the Key West International Airport, 3491 South
Roosevelt Boulevard, Key West, FL 33040, hereinafter "COUNTY", and ANDERSON OUTDOOR
ADVERTISING, INC., whose address is 1104 Truman Avenue, Key West, FL 33040, hereinafter
"CONTRACTOR". The parties agree as follows:
WHEREAS, the COUNTY has determined that it is in the best interest of the COUNTY to
contract for an advertising agent to handle all advertising at the Key West International Airport Terminal;
and
WHEREAS, on the 19th day of January, 2000, the parties entered into an Advertising Agency
Agreement (hen~after Original Agreement) for an advertising agent to handle all advertising at the Key
West International airport (copy attached hereto as Exhibit "A"), and
WHEREAS, on the 17th day of November, 2004, the parties entered into an Extension Agreement
extending the term of the Original Agreement to November 30, 2009 (copy attached hereto as Exhibit
"B"), with all other terms and conditions ofthe Original Agreement to remain in full force and effect, and
WHEREAS, the CONTRACTOR will be required to invest approximately $100,000 in advertising
equipment in order to comply with the terms of this AGREEMENT, and
WHEREAS, the parties desire to further extend the term of the Original agreement entered into on
the 19th day ofJ1muary, 2000;
NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants set forth
below, the parties agree as follows:
1. TERlI4. The initial term of this Second Extension will be for a period of five (5) years
begirrtling November 31, 2009 and expiring November 30, 2014 with an option to extend for
an additional five (5) years begiITtling November 31, 2014 and expiring November 30, 2019, if
the CONTRACTOR provides written notice of its desire to extend this Second Amendment 30
days or more before the end of the initial five year term.
2. SCOPE OF SERVICES: The CONTRACTOR services shall include, but not be limited to,
the foIlowing:
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A. Obtain advertisers.
B. Contract for space.
<;. Install, service and maintain all advertising displays.
,,' 'b. The Contractor further agrees to include the following improvements in the scope of
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State of the art, custom built light boxes, which will be designed to go on the back
wall of the conveyor belt.
Wall phone or free standing telephone display which will be used for reservations
of hotels, restaurants, rental agencies and tourist attractions.
Several scrolling free stand ad panel machines which will be placed strategically
throughout the airport.
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4. Up to twelve (12) wall mounted light boxes (color
coated to match wall color) which will be recessed into the walls so as not to affect
any traffic flow.
5. Three (3) 40-inch plasma screen televisions which will mount from the ceiling.
These TV's will be showing local TV spots, as well as, commercials of local
businesses. Computers for TV's will be placed in the air conditioned room with the
airport computers.
The Contractor agrees that the services enumerated in this section constitute an ongoing
obligation. The failure to provide and/or furnish and/or maintain any of the above listed services
for a period of30 days shall constitute a breach of this AGREEMENT.
All advt:rtising and installation of advertising equipment shall be subject to approval by the
Airport Manager, which approval shall not be unreasonably withheld.
3. REVENUE. Beginning November 31,2009, all advertising income for the first year of the
five (5) year term shall be divided 50% to COUNTY and 50% to CONTRACTOR or $3,000,
whichever is greater. Beginning November 31, 2010, all advertising income for the remaining
four (4) years of the five (5) year term, shall be divided 54% to COUNTY and 46% to the
CONTRACTOR or $5,000, whichever is greater.
Should the CONTRACTOR exercise the option to extend for the additional five-year term,
beginning November 31, 2014, all advertising income throughout the additional five (5) year
term shall be divided 60% to COUNTY and 40% to the CONTRACTOR or $7,000, whichever
is greater.
4. PAYMENT. All payments shall be made to COUNTY monthly by check for the prior
calendar month. The monthly payment shall be:
a. During the first vear of the initial five-vear term the monthlv payment will be: the
greater of the 50% of the prior month's income or $3,000
b. The remaining four (4) vears of the initial five-vear term: the greater of $54% of the
prior month's income or $5,000
c. The additional five vear term: the greater of 60% of the prior month's income or
$7,000
If any payment is not made within the first fifteen (15) days after the end of the month
during which the advertising income was received by CONTRACTOR, the CONTRACTOR
shall pay interest thereon, computed at the rate established under Sec. 55.03, Florida Statutes,
for the year in which the payment became overdue.
5. BOOKS. RECORDS and DOCUMENTS. CONTRACTOR shall maintain all books, records,
and documents directly pertinent to performance under this agreement in accordance with
generally accepted accounting principles consistently applied. Each party to this agreement or
their authorized representatives shall have reasonable and timely access to such records of
each other party to this agreement for public records purposes during the term of the
agreement and for four (4) years following the termination of this agreement. The COUNTY,
acting through its Finance Director or other authorized representative or the Monroe County
Clerk of Court or other authorized representative, shall have the right to inspect and audit
CONTRACTOR's books of accounts and other records directly generated at the Key West
International Airport or otherwise pertaining to this agreement. Knowingly furnishing the
COUNTY a false statement of its monthly income under the provisions hereof will constitute a
defaul1l by CONTRACTOR of this agreement and the COUNTY may, at its option, declare
2
this lease terminated. CONTRACTOR retains the right to have its controller or
a representative assigned by its controller to be present during any inspection or audit by the
COUNTY. Ten (10) business days notice must be given of intent to audit by the COUNTY to
allow CONTRACTOR's controller sufficient time to schedule said presence. Nothing
contained within this section waives attorney/client or attorney work product privilege.
6. RATE CONSULTATIONS. CONTRACTOR shall consult with the Airport Manager on the
setting of advertising rates to insure that COUNTY receives as much revenue as possible, in
line with rates that will insure fair market value of the available space.
7. LAWS AND REGULATIONS. Any and all services, materials and equipment provided under
this First Amendment shall comply fully with all local, state and federal laws and regulations.
8. TAXES. The COUNTY is exempt from federal excise and State of Florida sales tax.
9. RELATIONSHIP OF PARTIES. The CONTRACTOR is an independent contractor and
neither it or its employees shall, under any circumstances, be considered servants or agents 0 f
the COUNTY; and the COUNTY shall at no time be legally responsible for any negligence or
omission on the part of CONTRACTOR, its employees or agents, resulting in either bodily or
personal injury or property damage to any individual, firm, or corporation. The
CONTRACTOR shall be required to list any and all potential conflicts of interest as defined
by Florida Statutes, Chapter 112 and Monroe County Code and shall disclose to the COUNTY
all actual or proposed conflicts of interest, financial or otherwise, direct or indirect, involving
any clients' interest which may conflict with the interest of the COUNTY.
10. ASSIGNMENT. The CONTRACTOR shall not assign, transfer, conveyor otherwise dispose
of this Contract or any or all of its right, title or interest therein, or its power to execute such
contract to any person, company or corporation without prior written consent of the COUNTY,
such consent not to be unreasonably withheld.
II. COMPLIANCE WITH NON-DISCRIMINATION LAWS. CONTRACTOR shall furnish all
services authorized under this AGREEMENT on a fair, equal and non-discriminatory basis to
all pe:rsons or users thereof charging fair, reasonable and non-discriminatory prices for all
terms and services which it is permitted to sell or render under the provisions hereof.
COUNTY and CONTRACTOR agree that there will be no discrimination against any person,
and it is expressly understood that upon a determination by a court of competent jurisdiction
that discrimination has occurred, this Agreement automatically terminates without any further
action on the part of any party, effective the date of the court order. COUNTY and
CONTRACTOR agree to comply with all Federal and Florida statutes, and all local
ordimmces, as applicable, relating to nondiscrimination. These include but are not limited to:
I) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the
basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as
amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis
of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which
prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as
amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The
Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to
nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and
Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended,
relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health
Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating
to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights
3
Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination
in th,~ sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42
USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the
basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes
which may apply to the parties to, or the subject matter of, this Agreement.
12. INSURANCE. The CONTRACTOR shall maintain insurance coverage through the term of
this contract in accordance with Exhibit "C".
13. HOLD HARMLESS; INDEMNIFICATION: DEFENSE: RELEASE; SURVIVAL.
Notwithstanding any minimum insurance requirements prescribed elsewhere in this
agreement, CONTRACTOR shall defend, indemnify and hold the COUNTY and the
COUNTY's elected and appointed officers and employees harmless from and against (i) any
claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate
proce:edings, or other proceedings relating to any type of injury (including death), loss,
damage, fine, penalty or business interruption, and (iii) any costs or expenses (including,
without limitation, costs of remediation and costs of additional security measures that the
Federal Aviation Administration, the Transportation Security Administration or any other
govemmental agency requires by reason of, or in connection with a violation of any federal
law or regulation, attomeys' fees and costs, court costs, fines and penalties) that may be
asserted against, initiated with respect to, or sustained by, any indemnified party by reason of,
or in connection with, (A) any activity of CONTRACTOR or any of its employees, agents,
contractors or other invitees on the Airport during the term of this AGREEMENT, (8) the
negligence or willful misconduct of CONTRACTOR or any of its employees, agents,
contractors or other invitees, or (C) CONTRACTOR's default in respect of any of the
obligations that it undertakes under the terms of this lease, except to the extent the claims,
actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or
sole negligent acts or omissions of the COUNTY or any of its employees, agents, contractors
or invitees (other than CONTRACTOR). Insofar as the claims, actions, causes of action,
litigation, proceedings, costs or expenses relate to events or circumstances that occur during
the term of this lease, this section will survive the expiration of the term of this lease or any
earlier tennination of this lease.
The ,~xtent of liability is in no way limited to, reduced, or lessened by the insurance
requirements contained elsewhere within this First Amendment.
14. RULES AND REGULATIONS.
A. COMPLIANCE. CONTRACTOR shall comply with all ordinances of the COUNTY,
including any reasonable rules and regulations with respect to use of Airport property, as the
same may be amended from time to time, all additional laws, statutes, ordinances, regulations
and mles of the federal state and county govemments, and any and all plans and programs
developed in compliance therewith, which may be applicable to its operations or activities
under this First Amendment, including specifically, without limiting the generality thereof,
federal air and safety laws and regulations and federal, state, and county enviromnental,
hazardous waste and materials and natural resources laws, regulations and permits.
8. VIOLATIONS. The CONTRACTOR agrees to pay on behalf of the COUNTY any
penalty, assessment, or fine, issued against the COUNTY, or to defend in the name of the
COUNTY any claim, assessment, or civil action, which may be presented or initiated by any
agency or office ofthe federal, state, or county govemments, based in whole or substantial part
upon a claim or allegation that the CONTRACTOR, its agents, employees or invitees have
violat(:d any law, ordinance, regulation, rule or directives described in 14(A) above.
4
15. GOVERNING LA WNENUE. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida applicable to contracts made and to be
performed entirely in the State.
In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, the County and Contractor agree that venue
will lie in the appropriate court or before the appropriate administrative body in Monroe
County, Florida.
The County and Contractor agree that, in the event of conflicting interpretations of the
terms or a term of this Agreement by or between any of them the issue shall be submitted to
mediation prior to the institution of any other administrative or legal proceeding.
16. ENTIRE AGREEMENT/AMENDMENT. This writing embodies the entire agreement and
understanding between the parties hereto, and there are not other agreements and
understandings, oral or written, with reference to the subject matter hereof that are not merged
herein and superseded hereby. Any amendment to this First Amendment shall be in writing,
approved by the Board of County Commissioners, and signed by both parties before it
becomes effective.
17. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the
application thereof to any circumstance or person) shall be declared invalid or unenforceable
to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions
and provisions of this Agreement, shall not be affected thereby; and each remaining term,
covenant, condition and provision of this Agreement shall be valid and shall be enforceable to
the fullest extent permitted by law unless the enforcement of the remaining terms, covenants,
conditions and provisions of this Agreement would prevent the accomplishment of the original
intent of this Agreement. The County and Contractor agree to reform the Agreement to
replace any stricken provision with a valid provision that comes as close as possible to the
intent of the stricken provision.
18. PERSONAL PROPERTY. Any personal property of CONTRACTOR or others placed in the
premises of the Airport shall be at the sole risk of the CONTRACTOR or owners thereof, and
the COUNTY shall not be liable for any loss or damage.
19. NOTICE. Notices to either party as required by this First Amendment shall be sufficient if
sent by certified mail, postage prepaid, addressed to:
For COUNTY:
Airport Manager
Key West International Airport
3491 S. Roosevelt Boulevard
Key West, FL 33040
For CONTRACTOR:
John H. Anderson, President
Anderson Outdoor Advertising, Inc.
1104 Truman Avenue
Key West, FL 33040
20. AUTHORIZED USES ONLY. The CONTRACTOR shall not use or permit the use of the
Airport for any illegal or unauthorized purpose or for any purpose or for any purpose which
would increase the premium rates paid by the County on, or invalidate, any insurance policies
of the County or any policies of insurance written on behalf of the CONTRACTOR under this
Agreement.
21. FEDERAL SUBORDINATION. This AGREEMENT shall be subordinate to the provisions
of any existing or future agreement between the COUNTY and the United States of America
relative to the operation and maintenance of the Airport, the execution of which has been or
5
may be required as a condition precedent to the expenditure of federal funds for
the development of the Airport. All provisions of this AGREEMENT shall be subordinate to
the right of the United States of America.
22. RIGHTS OF COUNTY AT AIRPORT. The COUNTY shall have the absolute right, without
limitation, to repair, reconstruct, alter or add to any structure and facilities at the Airport, or to
construct new facilities at the Airport. The COUNTY shall, in the exercise of such right, be
free from any and all liability to the CONTRACTOR for business damages occasioned during
the making of such repairs, alterations and additions, except those occasioned by the sole act
of negligence ofthe COUNTY, its employees or agents.
23. RIGHTS RESERVED. Rights not specifically granted the CONTRACTOR by this
AGREEMENT are reserved to the COUNTY.
24. AUTHORITY. The CONTRACTOR'S name in the AGREEMETN is the full name as
designated in its corporate charter and the signatory is empowered to act and contract for the
CONTRACTOR. This AGREEMENT has been approved by the CONTRACTOR'S Board of
Directors.
25. ETHICS CLAUSE. CONTRACTOR warrants that it has not employed, retained or otherwise
had act on its behalf any former COUNTY office or employee in violation of Sec. 2 of
Ordinance No. 10-1990, or any COUNTY officer or employee in violation of Sec. 3 of
Ordinance No. 10-1990. For breach or violation of this provision, the COUNTY may, at its
discn:tion, terminate this First Amendment without liability, and may also, at its discretion,
add to the First Amendment price or otherwise recover, the full amount of any fee,
commission, percentage, gift or consideration paid to the former or present COUNTY officer
or employee.
26. PUBLIC ENTITY CRIME. A person or affiliate who has been placed on the convicted
vendor list following a conviction for public entity crime may not submit a bid on a contract
to provide any goods or services to a public entity, may not submit a bid on a contract with a
public entity for the construction or repair of a public building or public work, may not submit
bids or leases of real property to public entity, may not be awarded or perform work as a
contractor, supplier, subcontractor, or consultant under a contract with any public entity, and
may not transact business with any public entity in excess of the threshold amount provided in
Sec. 287.017, for Category Two for a period of 36 months from the date of being placed on the
convicted vendor list.
27. ATTORNEY'S FEES and COSTS. The County and Contractor agree that in the event any
cause of action or administrative proceeding is initiated or defended by any party relative to
the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award
against the non-prevailing party, and shall include attorney's fees, courts costs, investigative,
and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and
conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil
Procedure and usual and customary procedures required by the circuit court of Monroe
County.
28. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall
bind :md inure to the benefit of the County and Contractor and their respective legal
representatives, successors, and assigns.
6
29. AUTHORITY. Each party represents and warrants to the other that the
execution, delivery and performance of this Agreement have been duly authorized by all
necessary County and corporate action, as required by law.
30. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. COUNTY and CONTRACTOR
agree: that all disputes and disagreements shall be attempted to be resolved by meet and confer
sessions between representatives of each of the parties. If no resolution can be agreed upon
within 30 days after the first meet and confer session, the issue or issues shall be discussed at a
public meeting of the Board of County Commissioners. If the issue or issues are still not
resolved to the satisfaction of the parties, then any party shall have the right to seek such relief
or remedy as may be provided by this AGREEMENT or by Florida law.
31. COOPERATION. In the event any administrative or legal proceeding is instituted against
either party relating to the formation, execution, performance, or breach of this
AGREEMENT, COUNTY and CONTRACTOR agree to participate, to the extent required by
the other party, in all proceedings, hearings, processes, meetings, and other activities related to
the substance of this AGREEMENT or provision of the services under this AGREEMENT.
COUNTY and CONTRACTOR specifically agree that no party to this AGREEMENT shall be
required to enter into any arbitration proceedings related to this AGREEMENT.
32. COVENANT OF NO INTEREST. COUNTY and CONTRACTOR covenant that neither
presently has any interest, and shall not acquire any interest, which would conflict in any
manner or degree with its performance under this AGREEMENT, and that only interest of
each is to perform and receive benefits as recited in this AGREEMENT.
33. NO SOLlCITATION/PAYMENT. The COUNTY and CONTRACTOR warrant that, in
respect to itself, it has neither employed nor retained any company or person, other than a bona
fide employee working solely for it, to solicit or secure this Agreement and that it has not paid
or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide
employee working solely for it, any fee, commission, percentage, gift, or other consideration
contingent upon or resulting from the award or making of this AGREEMENT. For the breach
or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the
right to terminate this AGREEMENT without liability and, at its discretion, to offset from
monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift,
or consideration.
34. PUBLIC ACCESS. The COUNTY and CONTRACTOR shall allow and permit reasonable
access to, and inspection of, all documents, papers, letters or other materials in its possession
or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or
received by the COUNTY and CONTRACTOR in conjunction with this AGREEMENT; and
the COUNTY shall have the right to unilaterally cancel this AGREEMENT upon violation of
this provision by Contractor.
35. NON-WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 286.28, Florida
Statutes, the participation of the COUNTY and the CONTRACTOR in this AGREEMENT
and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or
local government liability insurance pool coverage shall not be deemed a waiver of immunity
to the extent of liability coverage, nor shall any contract entered into by the COUNTY be
required to contain any provision for waiver.
36. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability,
exemptions from laws, ordinances, and rules and pensions and relief, disability, workers'
7
compensation, and other benefits which apply to the activity of officers, agents,
or employees of any public agents or employees of the COUNTY, when performing their
respe:ctive functions under this AGTREEMENT within the territorial limits ofthe County shall
apply to the same degree and extent to the performance of such functions and duties of such
officers, agents, volunteers, or employees outside the territorial limits of the County.
37. LEGAL OBLIGATIONS AND RESPONSIBILITIES. Non-Delegation of Constitutional or
Statutory Duties. This AGREEMENT is not intended to, nor shall it be construed as, relieving
any participating entity from any obligation or responsibility imposed upon the entity by law
except to the extent of actual and timely performance thereof by any participating entity, in
which case the performance may be offered in satisfaction of the obligation or responsibility.
Further, this Agreement is not intended to, nor shall it be construed as, authorizing the
delegation of the constitutional or statutory duties of the COUNTY, except to the extent
permitted by the Florida constitution, state statute, and case law.
38. NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the
terms, or any of them, of this AGREEMENT to enforce or attempt to enforce any third-party
claim or entitlement to or benefit of any service or program contemplated hereunder, and the
COUNTY and the CONTRACTOR agree that neither the COUNTY nor the CONTRACTOR
or any agent, officer, or employee of either shall have the authority to inform, counsel, or
otherwise indicate that any particular individual or group of individuals, entity or entities, have
entitkments or benefits under this AGREEMENT separate and apart, inferior to, or superior to
the community in general or for the purposes contemplated in this AGREEMENT.
39. ATTESTATIONS. CONTRACTOR agrees to execute such documents as the COUNTY may
reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a
Drug..Free Workplace Statement.
40. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to
be a covenant or agreement of any member, officer, agent or employee of Monroe County in
his or her individual capacity, and no member, officer, agent or employee of Monroe County
shall be liable personally on this AGREEMENT or be subject to any personal liability or
accountability by reason ofthe execution ofthis AGREEMENT.
41. EXECUTION IN COUNTERPARTS. This AGREEMENT maybe executed in any number of
counterparts, each of which shall be regarded as an original, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may execute this
AGREEMENT by singing any such counterpart.
42. SECTION HEADINGS. Section headings have been inserted in this AGREEMENT as a
matter of convenience of reference only, and it is agreed that such section headings are not a
part of this AGREEMENT and will not be used in the interpretation of any provision of this
AGREEMENT.
43. MUTUAL REVIEW. This agreement has been carefully reviewed by CONTRACTOR and the
COUNTY, therefore this agreement is not to be construed against either party on the basis of
authorship.
44. TERN[INATION. This AGREEMENT may be canceled at the discretion of the County in the
following circumstances:
a) CONTRACTOR fails to timely pay the rent;
8
b) CONTRACTOR fails to obtain the insurance required under this lease or
allows the required insurance coverage to lapse or fall below the minimum required;
c) CONTRACTOR otherwise breaches the terms of this lease.
In the case of the default/breach occurrences described in subparagraphs (a), (b), or (c), the
County's Director of Airports shall first give the CONTRACTOR a written notification stating the
default/breach ;md that the CONTRACTOR has 10 days to correct the default/breach. If the
CONTRACTOR has not commenced correction of the defauItlbreach at the end of the 10 days, then the
COUNTY may cancel the lease in its discretion.
IN WITNBSS WHEREOF, the parties have set their hands and seal the day and year first above
written.
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
~iJ;~
By.a~M~
Deputy Clerk
By
Mayor Mario Di Gennaro
WITNESSES:
ANDERSON OUTDOOR ADVERTISING, INC.
C"cOl., ~~\.~ "-
SIgnature
U~A'P~~~~
By
, President
~j~
Signature
Mel..... t/ Shl1P.>
Print Name
ASSISTANT
Date
9
•
• CERTIFICATE OF INSURANCE
The company indicated below certifies--that_the insurance afforded by the policy or policies numbered and
described below is in force as of thie effective+oF tO s9 certifica e. This Certificate of Insurance
does not amend, extend, or otherwise alte r_msac1dtG6nfditions o Insurance coverage contained in any
policy numbered and described below;
CERTIFICATE HOLDER: NW9 iQ071NSURED: - "-
! MONROE COUNTY BOARD OF COUNTY _ ANDE SON OUTDOOR ADVERTISING
COMMISSIONERS MONf.�f_ CCIIFI I( INC
1100 SIMONTON ST RISKS! \NAGEMFNT 9 AZALEA DR
KEY WEST, FL 33040 KEG` WEST, FL 33040-6206
POLICY NUMBER POLICY POLICY LIMITS OF LIABILITY
TYPE OF INSURANCE & ISSUING CO. EFF. DATE EXP. DATE (*LIMITS AT INCEPTION)
LIABILITY 77-PR-492060-3001 08-07-07 08-07-08
[X] Liability and NATIONWIDE Any One Occurrence $ 1,000,000
Medical Expense MUTUAL FIRE
[X] Personal and INSURANCE CO. Any One Person/Org $ 1,000,000
Advertising Injury
[X] Medical Expenses ANY ONE PERSON $ 5,000
[X] Fire Legal Any One Fire or Explosion $ 100,000
Liability
General Aggregate* $ 1,000,000
Prod/Comp Ops Aggregate* $
[ ] Other Liability
AUTOMOBILE LIABILITY 77-BA-492060-0001 08-07-07 08-07-08
[X] BUSINESS AUTO NATIONWIDE Bodily Injury
MUTUAL FIRE (Each Person) $
[ ] Owned INSURANCE CO. (Each Accident) $
[X] Hired Property Damage
[X] Non-Owned (Each Accident) $
Combined Single Limit $ 1,000,000
EXCESS LIABILITY Each Occurrence $
Prod/Comp Ops/Disease
[ ] Umbrella Form A F v,L.:0 E;' ;E( M C\nr) .- Aggregate* $
s,,.
�� STATUTORY LIMITS
[ ] Workers' DATE BODILY INJURY/ACCIDENT $
Compensation VVAEVEF) i /A Y` `'LL,. Bodily Injury by Disease
and I I F- — EACH EMPLOYEE $
[ ] Employers' 1 Bodily Injury by Disease
Liability 1 1 POLICY LIMIT $
.C(22-A-2
DESCRIPTION OF OPERATIONS/LOCATIONS
GVEHICLES/RESTRICTIONS/SPECIAL ITEMS
CERTIFICATE HOLER IS AN
ADDITIONAL INSURED ON GENERAL
LIABILITY & BUSINESS AUTO
Effective Date of Certificate: 08-07-2007 Authorized Representative: JOHN M. DARR, JR A061657
Date Certificate Issued: 11-16-2007 Countersigned at: 2727-6 NW 43rd Street
Gain-0
ain• ville, FL 32606
I