3rd Amendment 06/11/2014AMY REAVILIN, CPA
CLERK OF CIRCUIT COURT &COMPTROLLER
xaxxoE couxrr, FLORIDA
DATE: June 25, 2014
TO: Peter Horton,
Director of Airports
ATTN: Judy Layne, Senior Coordinator
Airport Grants and Finance
FROM: Vitia Fernandez, D.
At the June 11, 2014, Board ofYounty Commissioner's meeting the Board granted approval and
authorized execution of Item C26 Extension to the Anderson Outdoor Advertising Agency Agreement
with John Anderson.
Enclosed is a duplicate original of the above mentioned for your handling. Should you have any
questions, please feel free to contact our office.
cc: County Attorney
Financ
File V
500 Whitehead Street Suite 101, PO Box 1980, Key West FL 33040 Phone: 305 -295 -3130 Fax: 305 - 295 -3663
3117 Overseas Highway, Marathon, FL 33050 Phone: 305 - 289 -6027 Fax: 305- 289 -6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852 -7145 Fax: 305- 852 -7146
f f
THIRD EXTENSION AGREEMENT
ANDERSON OUTDOOR ADVERTISING AGENCY
KEY WEST INTERNATIONAL AIRPORT
THIS THIRD EXTENSION AGREEMENT hereinafter "Agreement" is made and entered into
this 21st day of May, 2014, by and between MONROE COUNTY, a political subdivision of the State of
Florida, 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, on the 19 day of January, 2000, the parties entered into an Advertising Agency
Agreement (hereafter Original Agreement) for an advertising agent to handle all advertising at the Key
West International airport, and
WHEREAS, on the 17 day of November, 2004, the parties entered into an Extension Agreement
extending the term of the Original Agreement to November 30, 2009, with all other terms and conditions
of the Original Agreement to remain in full force and effect, and
WHEREAS, on the 19th day of September, 2007, the parties entered into a Second Extension
Agreement extending the term of the Original Agreement to November 30, 2014, requiring the
CONTRACTOR to invest approximately $100,000 in advertising equipment, and
WHEREAS, the second extension provided for an term of 5 years beginning on November 31,
2009 and terminating on November 30, 2014 with an option to an extend for a subsequent additional 5
years terminating on November 30, 2019; and
WHEREAS, the contractor has agreed to the installation of additional advertising infrastructure
and to increase the guaranteed minimum monthly revenue;
NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants set forth
below, the parties agree as follows:
1. EFFECTIVE DATE, TERM The effective date of this Third Extension is November 31, 2014.
The term of this Third Extension will be for a period of ten (10) years beginning November
31, 2014 and expiring November 30, 2024.
2. SCOPE OF SERVICES The Contractor services shall include, but not be limited to, the
following:
A. Obtain advertisers.
B. Contract for space.
C. Install, service and maintain all advertising displays.
D. State of the art, custom built light boxes, which will be designed to go on the back
wall of the conveyor belt.
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E. Wall phone or free standing telephone display which will be used for reservations of
hotels, restaurants, rental agencies and tourist attractions.
F. Several scrolling free stand ad panel machines which will be placed strategically
throughout the airport.
G. 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.
H. 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.
I. Computers for TV's will be placed in the air conditioned room with the airport
computers.
J. The Contractor further agrees to include the following improvements in the scope of
services:
1. Passenger pick up terminal (5' x 27') with bench seating (2) lighting and
advertising panels
2. Twelve additional 60' x 42" wall mounted light boxes, installed per County
specification
3. 72" mounted digital display
4. All site work construction, installation including electrical and cable wiring and
continuing maintenance included
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 of 30 days shall constitute a breach of this Agreement.
All advertising and installation of advertising equipment shall be subject to approval by the
Airport Manager, which approval shall not be unreasonably withheld.
3. REVENUE From November 31, 2010, up to and including November 30, 2014, all
advertising income shall be divided 54% to County and 46% to the Contractor or $5,000,
whichever is greater.
Beginning November 31, 2014, all advertising income throughout the additional ten (10) year
term shall be divided 60% to County and 40% to the Contractor or $9,000, 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. From November 31, 2010 through November 30, 2014: the greater of $54% of the
prior month's income or $5,000
b. November 31, 2014 through November 30, 2024: the greater of 60% of the prior
month's income or $9,000
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
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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
default by Contractor of this agreement and the County may, at its option, declare this
Agreement 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. RELATIONSHIP OF PARTIES The Contractor is an independent contractor and neither it or
its employees shall, under any circumstances, be considered servants or agents of 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.
9. ASSIGNMENT The Contractor shall not assign, transfer, convey or 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.
10. COMPLIANCE WITH NON - DISCRIMINATION LAWS Contractor shall furnish all
services authorized under this Agreement on a fair, equal and non - discriminatory basis to all
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persons 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 ordinances, as applicable, relating to
nondiscrimination. These include but are not limited to: 1) 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 patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as
amended, relating to nondiscrimination in the 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.
11. INSURANCE The Contractor shall maintain insurance coverage through the term of this
contract in accordance with Exhibit "C ".
12. 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 proceedings, 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 governmental agency
requires by reason of, or in connection with a violation of any federal law or regulation,
attorneys' 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, (B) 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,
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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 termination of this lease.
The extent of liability is in no way limited to, reduced, or lessened by the insurance
requirements contained elsewhere within this Third Amendment.
13. 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 rules
of the federal state and county governments, 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 environmental, hazardous waste and
materials and natural resources laws, regulations and permits.
B. 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
of the federal, state, or county governments, based in whole or substantial part upon a claim or
allegation that the Contractor, its agents, employees or invitees have violated any law,
ordinance, regulation, rule or directives described in 14(A) above.
14. AIRPORT SECURITY.
a) General. The federal Transportation Security Administration is the federal agency primarily
responsible for overseeing the security measures utilized by the airport owner pursuant to the
relevant provisions of Chapter 49, United States Code, and regulations adopted under the
authority of the Code, including but not limited to 49 CFR 1540, et seq. Violations of the
statutes or regulations may result in severe civil monetary penalties being assessed against the
airport operator. It is the intent of the airport operator that the burdens and consequences of
any security violations imposed upon the airport operator as a result of actions by an airport
tenant or the airport tenant's employees, agents, invitees, or licensees shall be borne by the
airport tenant.
b) Airport Tenant Defined. An airport tenant means any person, entity, organization,
partnership, corporation, or other legal association that has an agreement with the airport
operator to conduct business on airport property. The term also includes an airport tenant as
defined in 49 CFR 1540.5. Each signatory to this Agreement, other than the airport operator, is
an airport tenant.
c) Airport Operator Defined. As used in this Agreement, airport operator means Monroe
County, Florida, its elected and appointed officers, and its employees.
d) Airport Property Defined. Airport property shall mean the property owned or leased by, or
being lawfully used by, the airport operator for civil aviation and airport- related purposes. For
purposes of this Agreement, airport property is the property generally referred to as the Key
West Airport, the Marathon Airport, or both as may be set forth in this Agreement.
e) Inspection Authority. The airport tenant agrees to allow Transportation Security
Administration (TSA) authorized personnel, at any time or any place, to make inspections or
tests, including copying records, to determine compliance of the airport operator or airport
tenant with the applicable security requirements of Chapter 49, United States Code, and 49
CFR 1540, et seq.
D Airport Security Program. The airport tenant agrees to become familiar, to the extent
permitted by the airport operator, with the Airport Security Program promulgated by the
airport operator and approved by TSA, and also agrees to conform its' operations and business
activities to the requirements of the Airport Security Program.
g) Tenant Security Program. If permitted under TSA regulations, the airport tenant may
voluntarily undertake to maintain an Airport Tenant Security Program as referred to in 49 CFR
1542.113. If the airport tenant voluntarily promulgates an Airport Tenant Security Program
that is approved by TSA, such program, as may be amended and approved from time to time,
shall be automatically incorporated into this Agreement.
h) Breach of Agreement. Should TSA determine that the airport tenant or one or more of the
airport tenant's employees, agents, invitees, or licensees has committed an act or omitted to act
as required, and such act or omission is a violation which results in TSA imposing a civil
penalty against the airport operator in accordance with TSA's Enforcement Sanction Guidance
Policy, such determination and imposition of a civil penalty by TSA shall be considered a
significant breach of this Agreement.
(1). Minimum Violation. If the violation is the first or second violation attributed to the airport
tenant and is a civil penalty "minimum violation" as provided for in TSA's Enforcement
Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport
operator the total costs incurred by the airport operator, including any fines or penalties
imposed, in investigating, defending, mitigating, compromising, or taking of remedial
measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's
fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of
remedial action measures. If the violation is a third violation, or there are multiple violations in
excess of two violations, that is or are a civil penalty "minimum violation ", the airport tenant
shall pay to the airport operator the total costs incurred by the airport operator, including any
fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of
remedial measures as may be agreed to by TSA, to include but not be limited to reasonable
attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or
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taking of remedial action measures; and, further, the airport operator shall have the right to
unilaterally cancel this Agreement, such cancellation to be effective thirty calendar days after
receipt by the airport tenant of written notice of cancellation of this Agreement by the airport
operator.
(2). Moderate Violation. If the violation is the first or second violation attributed to the airport
tenant and is a civil penalty "moderate violation" as provided for in TSA's Enforcement
Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport
operator the total costs incurred by the airport operator, including any fines or penalties
imposed, in investigating, defending, compromising, mitigating, or taking of remedial
measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's
fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of
remedial action measures; and, further, the airport tenant may cause all of airport tenant's
employees involved in the airport tenant's business operations on the airport property to
undergo such security training as may be required by the airport operator. The total cost of the
training shall be paid for by the airport tenant. If the violation is a third violation, or there are
multiple violations in excess of two violations, that is or are a civil penalty "moderate
violation ", the airport tenant shall pay to the airport operator the total costs incurred by the
airport operator, including any fines or penalties imposed, in investigating, defending,
compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to
include but not be limited to reasonable attorney's fees and costs incurred in the investigation,
defense, compromising, mitigation, or taking of remedial action measures; and, further, the
airport operator shall have the right to unilaterally cancel this Agreement, such cancellation to
be effective thirty calendar days after receipt by the airport tenant of written notice of
cancellation of this Agreement by the airport operator.
(3). Maximum Violation. If the violation is the first violation attributed to the airport tenant
and is a civil penalty "maximum violation" as provided for in TSA's Enforcement Sanction
Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the
total costs incurred by the airport operator, including any fines and penalties imposed, in
investigating, defending, compromising, mitigating, or taking of remedial measures as may be
agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred
in the investigation, defense, compromising, mitigation, or taking of remedial action measures;
and, further, the airport tenant may cause all of airport tenant's employees involved in the
airport tenant's business operations on the airport property to undergo such security training as
may be required by the airport operator. The total cost of the training shall be paid for by the
airport tenant. If the violation is a second violation, or there are multiple violations, that is or
are a civil penalty "maximum violation ", the airport tenant shall pay to the airport operator the
total costs incurred by the airport operator, including any fines or penalties imposed, in
investigating, defending, compromising, mitigating, or taking of remedial measures as may be
agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred
in the investigation, defense, compromising, mitigation, or taking of remedial action measures;
and, further, the airport operator shall have the right to unilaterally cancel this Agreement,
such cancellation to be effective thirty calendar days after receipt by the airport tenant of
written notice of cancellation of this Agreement by the airport operator.
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(4). Mitigation of Breach. TSA. has a policy of forgoing civil penalty actions when the airport
operator detects violations, promptly discloses the violations to TSA, and takes prompt
corrective action to ensure that the same or similar violations do not recur. This policy is
known as the TSA Voluntary Disclosure Program Policy, and is designed to encourage
compliance with TSA regulations, foster secure practices, and encourage the development of
internal evaluation programs. The airport tenant agrees that upon detecting a violation the
airport tenant will immediately report it to the airport operator. Should the TSA ultimately
determine that the violation was committed by the airport tenant, or an employee, agent,
invitee, or licensee of the airport tenant, but the violation should result in the issuance of a
letter of correction in lieu of a civil penalty, then the airport tenant shall reimburse the airport
operator the total costs incurred by the airport operator in investigating, defending, mitigating,
or taking of remedial measures as may be agreed to by TSA, to include but not be limited to
reasonable attorney's fees and costs incurred in the investigation, defense, mitigation, or taking
of remedial action measures. A violation resulting in the issuance of a letter of correction shall
not be considered to be a breach of this Agreement by the airport tenant.
i) Hold Harmless; Indemnification; Defense; Release; Survival. Notwithstanding any
minimum insurance requirements prescribed elsewhere in this Agreement, the airport tenant
agrees to hold harmless, indemnify, defend and release the airport operator, and the airport
operator's elected and appointed officers and employees, from any claims, actions, causes of
action, litigation, administrative proceedings, appellate proceedings, or other proceedings
relating to any and all types of injury, including death, loss, damage, fines, penalties, or
business interruption of any nature whatsoever, of or to any person or property in connection
with the use of the airport property under this Agreement, regardless of causation and
including criminal acts of third parties; and especially including any and all fines, penalties,
out of pocket expenses, attorney's fees and costs, and costs of remediation or additional
security measures required to be implemented by any governmental agency (including but not
limited to the Federal Aviation Administration and the Transportation Security
Administration) resulting from a violation of any federal law or federal regulation. This sub-
section shall survive the cancellation or termination of this Agreement.
Survival of Sub - Section. This sub - section i) shall survive the cancellation or termination of
this Agreement, and shall be in full force and effect.
15. GOVERNING LAWNENUE. 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 Third 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 Third 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 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
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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
of the 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 Agreement is the full name as designated in its
corporate charter and the signatory is empowered to act and contract for the Contractor.
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 discretion, terminate this Third
Amendment without liability, and may also, at its discretion, add to the Third 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 and inure to the benefit of the County and Contractor and their respective legal
representatives, successors, and assigns.
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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 SOLICITATION/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. Pursuant to Florida Statute § 119.070 1, Contractor and its subcontractors
shall comply with all public records laws of the State of Florida, including but not limited to:
(a) Keep and maintain public records that ordinarily and necessarily would be required by
Monroe County in the performance of this Agreement.
(b) Provide the public with access to public records on the same terms and conditions that
Monroe County would provide the records and at a cost that does not exceed the cost provided
in Florida Statutes, Chapter 119 or as otherwise provided by law.
11
(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.
(d) Meet all requirements for retaining public records and transfer, at no cost, to Monroe
County all public records in possession of the contractor upon termination of this Agreement
and destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. All records stored electronically must be provided to
Monroe County in a format that is compatible with the information technology systems of
Monroe County.
35. NON - WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, 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'
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 respective functions
under this Agreement within the territorial limits of the 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 entitlements 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.
12
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 of the execution of this Agreement.
41. EXECUTION IN COUNTERPARTS. This Agreement may be 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 signing 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. TERMINATION. This Agreement may be canceled at the discretion of the County in the
following circumstances:
a) CONTRACTOR fails to timely make the payments required in Article 4;
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 and that the CONTRACTOR has 10 days to correct the default/breach. If
the CONTRACTOR has not commenced correction of the default/breach at the end of the 10
days, then the COUNTY may cancel the lease in its discretion.
13
IN WITNESS WHEREOF, the parties have set their hands and seal the day and year first above
written.
HEAVILIN, CLERK
Deputy Clerk
WITNESSES:
Signature �T
Cindy Sawyer
Print Name
Print Name
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By
ayor Sylvia Murphy
ANDERSON OUTDOOR ADVERTISING, INC.
P resident
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ANDERSON OUTDOOR ADVERTISING
CAPITAL OUTLAY FOR
NEW RENOVATION
Passenger Pick Up Terminal
Contractor Costs
Digital Sign
Light Boxes
$20,172.00
$ 8,900.00
$44,258.00
$13,499.79
$86,829.79
iUmbla Equlp�nenr Company im
1WO 93rd Avenue, Jamaica, New Yogic 11433.1499 718» 2 6
Fax: 71"264110
Email: shalterprOcalumbiaMuipm"t .corn
Quotafm www columbW *gU1P"snt com
DATE: December 14, 2012
m: John Anderson RE: Advertising Bus Shelter
Anderson Outdoor Advertising
9 Azalea Drive
Key West, FL 33040
-
quantity
unit price
total price
dearttipikan
All prices are F.O.S. KQ v West . Ff .
3. prices quoted do not include any taxes. Any alt applicable taxes are
fit.
25� with order, balance
Payment terms are 1oNows;Net 3O Days
SIZE IMODEL: #5x27sp- 2 /3 Advertising Shelter
1
*l &,3fi0X0
5. Prices alt
replacement pert orders. Hardware for replacement parts will be
requested and noted on our Quotation tone.
FOOP Flat 5/8 FRP Sandwich Panel w /aluminum hipped frame
furnished if specifically
We prrapoaa herewNh to l rn1$h the nnetedals complete in aomniarwe with the above specifications:
one copy of the IXOPoaal along with a completely
To expedite your order please return signed
filed out Credit Application, and a check for the required Deposit. Please Indicate - Ship td"
and numbers of persons to whose attention shipping
WINDOWS. 1 /4" clear mar - resistant polycarbonat
arnd'sil to addresses with names phone
and biting should be directed. We shelf be pleased to supply any f urfher information you may
favor with order, which will receive our prompt and
daatra and Mat cast you will us your
ALumiNum ALLOY: 6063T52
careful atter►fian.
OF PROPOSAL: The above prices; specification and conditions are satisfactory and are hereby accepted. You are authorized to do
ACCEPTANCE
fills work as specified. Payment will be made as outlined above.
ALummum Fimsw. #313 Dark Bronze. Duranodic
Combination Special 6" External Base Flanges & Flang
s
BASE DETAIL for (2) 3 -sided light boxer
Acrossomm. (2) 3- sided light boxes
OPTIONAL: (2) $ b ronze indpendent aluminum benches each w
$ 405.00
center armrest and no backrest ....................•.
Please note that price includes delivery to Key West,
FL but does not include sales or use taxes.
1 1(3 -
C,
TERMS & CONDITIONS: f3.
1id not begin until receipt of a signed Purdwm Order.
Nof
Prices are firm fix 30 days. ,
1. shalt
2. AN orders are subiedx to credit approvm: Current credit information 7
must be submitl ed wNh order, including the narnes, addresses, phone
Delivery shalt be WL-1 —_ days after receipt of order,
Or receh* of approved shop dwgs (whichever Is later).
numbers and persons to contact, for bank, bonding company and
two commecdal references. $. ,
All prices are F.O.S. KQ v West . Ff .
3. prices quoted do not include any taxes. Any alt applicable taxes are
fit.
25� with order, balance
Payment terms are 1oNows;Net 3O Days
the responsibility of the Buyer,
4. Unless otherwise stated. all Prices are F.O.B. factory, Jamaica, N.Y.' Alton
do not include delivery. or crating charges. add 1tr16 to not #0 As
applicable tax directly to
and
amount for shipments requiring spe boxing or crating.
include installation hardware and Instructions. e>ccept for
pay
appropriate agency
5. Prices alt
replacement pert orders. Hardware for replacement parts will be
requested and noted on our Quotation tone.
furnished if specifically
We prrapoaa herewNh to l rn1$h the nnetedals complete in aomniarwe with the above specifications:
one copy of the IXOPoaal along with a completely
To expedite your order please return signed
filed out Credit Application, and a check for the required Deposit. Please Indicate - Ship td"
and numbers of persons to whose attention shipping
.cam r
Authorized Signature
arnd'sil to addresses with names phone
and biting should be directed. We shelf be pleased to supply any f urfher information you may
favor with order, which will receive our prompt and
daatra and Mat cast you will us your
careful atter►fian.
OF PROPOSAL: The above prices; specification and conditions are satisfactory and are hereby accepted. You are authorized to do
ACCEPTANCE
fills work as specified. Payment will be made as outlined above.
N SN -t � J Columbia Equipme Compaq im , ,,�� _ _ Q�%
180 -10 93rd Ave:.famak a, New York 11433-14997181658-5900 q
TERiNS AND CONDrrIONS OF SALE
Unless odherwisa ag e to in wd ft all proposals, quotations and safes, are made upon the following terms and condWor& No
modifications. Change$, additions, deletions. or � will be bkxft upon COLUMBIA EQUIPMENT CO., INC., heretrafter rdered
to as'OOLUMBW. Any orders accepted by COLUMBIA are conditioned upon" following terms and conditions of sale.
Order Acceptance and OeNverh►
1. When accepted by COLUMBIA, orders beoome binding codracts and any changes andlbr cancellations are subjed to charges for
costs incurra&
2. (a) An de"My dates are sublsct to postponeme or delay due to causes beyond the control of COLUMBIA.
(b) COLUMBIA shop riot be liable for any damages resulting thorn delay In deNvery due to such causes, and.
(c) COLUMBIA will use its best efforts to meet delivery schedules.
& Delivery dates indicated in oonifr m*m of order are approximate only. and shag not sW*d COLUMBIA to any economic NabBty
for labure to meet the apprmdmate shipping schedule.
4. TBIe d nwantals acid ahal pass to the buyer on dehoy to common carrier at potnf of shipment. However, COLUMBIA WW retain
a Nenh fir payment on the maledale so sold. until the puadhasar Price has been Pei In M.
5. shafi be an the same terms and d eels as N Included original eMpment. or other calhdldons beyond our .
6. COLUMBIA assumes no l rdy for materials that have been bs% damaged or vandaQzed, or shortages rep orte0 after delvwy
acceptance by Purchaser. COLUMBIA shaft not be liable for damages sustained subsequent to the Installation of materials.
7. Completed orders fiat are not shipped, at Purchaser's request. will be stored by COLUMBIA at no charge to Purchaser br a period
not to exceed 14 days. N, after 14 days. Purchaser is not willing to accept the matww(s). COLUMBIA has the rlgtt, at ft option,
to charge the Purchaser storajle charges std 5% of the contrect arnourd for each maniti midedals. are stared at COLUMBIA
prerndw% or to ship mai4erial to a commwcW warehouse in whlgh toter instance the Purchaser Is obligated to assume ail freight.
hwWft and storage charges incurred, and any additional costs or charges which may ow as a direct result of Purchaser's
refusal to accept deft very. Storage charges will be due and payable at the same lime payment for material is due. IN NO E1/ENT,
SHALL STORAGE CHARGES OF MATERIALS ARE STORED AT COLUMBIA) BE LESS THAN $75A0 PER MOMM
& N for any reason. Purchaser is unable to accept delivery of "WNW tram COLUMBIA at the date the material Is intended for ship ont,
Pu rchhaaw agrees to pay ( wceipt of recpnrA for - payment from COLUMBIA) On outstanding balance due under the contract
Move(5)equal, vOnw ftpaynmft( 20% oftheooroadamndpermonihurdlpaynwtinUbmade .)Inthesventtfhetthe
Purchaser requests deft" during this 5 month period. then, In such evert, Purchaser shell pay the than outstanding balance in
fun prior to delivery together vA h dorage charges as set forth m Paragraph #7 above.
S. The Temps & Conditions of this Price Oirotdon supersedes all other terms and cohctlons.
EUM
1. Terms of sale are as stated on the reverse side of this page. In no case shad Buyyar make �l�t final p ay m ent 30 dolts or ean, in to make days from date of delivery of an the reverse s� this sheet.
accordance witih the above and the payrmert .
.2. B uyer agre not to withhold any Rttdrhage from Payments due to COLUMBIA.
e. Buyer's obligation to matte payments 1o,COLUMBIA is not subject to Third Parry term.
4. ' C.O.D. Payments must be made by Certified Check only.
5. COLUMBIA reserves the right to charge I%% % per month Interest on all past due acowmts.
Claims
1. Buyer shall Inmediately check sit rv d e ftb on receipt; and darragas. dofects, shortages or improper character of R*Wkft shaft
be reported to COLUMBIA in writing within 5 days of receipt of said mwo tels. Failure to w notify shah constitute a waiver of any
rdeirn against COLUMBIA for such arm.
_Rdhrrn d Motorists
1. Returned materials shall not be accepted uahless previously authorized In writing by COLUMBIA , arid material is retulned In good*
condnbm ply peckal3ed• and accompanied by original Shipping Lief and Bill of lading and copy of written aupwrisaA)n by
COLUMBIA for rewm of msteriSIL
_ _ . . ._ u �_ �. � r i.. awwwlLNf_ hlN�� .Ghtttlttl�tltYlllA.(NYY{YWI
2.
�eSB 8 159x/ ranimu'n.Iw �y _ L �� . 1� Buyer' a, Transportation cost on reWrned A" bt In ftltl tljl
C61umbia Equipment Company bm
180-10 93rd Avenue Jamaica, New York 11433 -1499 Fax 718 - 526-40
e -mail: shelte rR[@,%Iumbiaeguipmerd.com
www coiumbiaeauiomenLcom
Email
RE: Advertising Bus Shelter
DATE: December 14, 2012
TO John Anderson
Anderson Outdoor Advertising
9 Azalea Drive
Key West, FL 33040
FaxIE -mail: aoakw@aol.com
FACSIMILE TRANSMISSION COVER PAGE TOTAL * OF PAGES: 3 _(INCL. THIS COVER PAGE)
IF QUESTIONS, CALL (718) 658 -5900 ASK FOR thur M Cohen
IF•YOU DO NOT RECEIVE ALL THE PAGES, PLEASE CALL US BACK AS SOON AS POSSIBLE
DRAWING
..,...rr2'rV W"Wir-P nATF REMARKS:
1
1
12/14/12
Price Quote for (1) #5x27sp- 2 /3ADV Advertising Shelter
Terms and Conditions
ACTION OR COMMENTS:
The attached price quotation is for (1) #5x27sp- 2 /3ADV Advertising Shelter and it is in re-
sponse to your telephone request of 12/10/12. Please note price includes delivery to Key
West, FL but does not include sales or use taxes.
Should you have any questions or need additional information, please do not hesitate to con-
tact us.
Arthgr M Cohen.Preaident
s
INVOICE
SbtTo*
6536 Main Street NE + P.O. Box 32008
Minneapolis, Minnesota 55432 -0008
(763) 574 -7474 a (800) 328 -2495 • Fax (763) 574 -1052
S 46471
0 ANDERSON OUTDOOR AD
L 9 AZALEA DRIVE
D KEY WEST FL 33040
UNITED STATES
T
0
S 46471
H ANDERSON OUTDOOR AD
9 AZALEA DRIVE
P KEY WEST FL 33040
UNITED STATES
T
0
INVOICE
9rl
6836 Main Street NE • P.O. Box 32008.
Minneapolis, Minnesota 55432 -0008
(763) 574 -7474 • (800) 328- 2495 • Fax (763) 574 -1052
S 46471
O ANDERSON OUTDOOR AD
L 9 AZALEA DRIVE
D KEY WEST FL 33040
UNITED STATES
T
O
003 OPT1000
Optima LED 1000 Backlit Snap Frame
Single- sided: 690278
Finish: 023 SATIN BLACK
i Graphic Size: 48.000 X 36:000
Outside Size: 49.000 X 37.000
1 Corner Color BLACK
Orientation: LANDSCAPE
i Face Sheet Option: CLEAR .015
Mounting Option: WALL
Wiring Type: HARD -WIRED
Wiring Exit: BACK, . BOTTOM RIGHT
E Power Supply: 120V
i Switch Included: NONE
CCT: 6500K
Qty discount range: 2 -9
INVOICE NUMBER
WAREHOUSE
483950
001
SALES ORDER NUMBER
DATE INVOICED
822124
07/24113
CUSTOMER PO
DATE SHIPPED
OPT1000
07nw,
SHIPPED VIA
PREPAID
COLLECT
Old Dominion Ppd Chrg
X
PAYMENT TERMS
TAXABLE
TAX CODE
CREDIT CARD
X
FL
S 46471
H ANDERSON OUTDOOR AD'
1 9 AZALEA DRIVE
P KEY WEST FL 33040
UNITED STATES
T
O
2, 21 ? 1,200.00 2,400.00
004 OPT1000 4 41 765.00000 3,060.00
Optima LED 1000 Backlit Snap Frame
Single-sided: 690278; Finish: 023 S` I
Graphic Size. 24.000 X 24.000
Outside Size: 25.000 X 25.000
Corner Color. BLACK; Orientation: P f I
Face Sheet Option: CLEAR .015 x �
l Mounting Option: WALL b i
Wiring Type: HARD -WIRED I
Wiring Exit: BACK, LEFT BOTTOM
Power Supply: 120V i
1
Switch Included: NONE I
CCT :6500K
Qty discount range: 2 -9
PLEASE R EMrr PAYMENT TO: STYLMARK INC. CONTINUED
P.O. BOX 32008
MINNEAPOLIS, MN 55432 -0008
Original Invoice Page 2 of 3
,. oo
AM Tn-
billy cauthen ESTIMATt
368 palmetto ave
big pine key fl.33O43 Number: E1O9
(305) 923 -1052 p December 20, 2012
Ship To:
anderson outdoor
airport
keywest, 33040 ft.
installmetal roofing [labor and materails
Acid bath,prime,paintroof [color match
airport green]
3,000.00
1,500.00
Total
�
Discount - - T r..,v
-Q!Y
Qty 1-4 units 8%
Qty 5-9 units 12
Qty 10-19 units 14% CD
Qty 20-34 units 16%
Qty 35-59 units 18%
Qty 60-99 units 21%
Qty 100-249 units 24% 00
Qty 250499 units 29%
Qty 500-999 units 34%
Qty 1000 + units 40%
TmmandGwMaw
F.O.B / Ex-Works:
Payment:
Crating Packaging
Freight Insurance:
First Shipment:
UL Standards:
Taxes:
Quote Validity:
Detailed Terms:
Best regards,
Alpharetta, GA - Title passes upon shipment
50% with PO, 50 30 days from shipment
Not included in unit prices. Direct billed to customer after shipment
Not included in unit prices. Customer to arrange, MR1 to assist
12-14 Weeks A.R.O., Payment & completed Project Requirements Document (PRD)
Products designed to UL Standard # 60950.
Customer is responsible for all applicable taxes
30 Days
Per T & C's Document Rev C, 7/27111 — attached
Peter Kaszycki
VP - Business Development
MR1 STD TS AND CS REV C, 07 2711
anufacturing
R 'esources
1" nternatfonai
Gerry
Gerald "Gerry" Haddox
SMH "bOS" MARKETIM
R8: 72" outdoor Digital Displays
Dear Gerry,
Date: 7/23/13
Quote: 13193
In accordance with our recent discussions, Manufacturing Resources International (MRI) is pleased to offer a
quote on our BddVug 72" Digital LCD Displays. These are designed for use in direct outdoor environments in
temperatures up to 50 ° C. The brightness level will be 2000 nits for clear viewing in direct sunlight conditions.
Item #1: BddVtW 2" UM D (Universal Mount. Display)
M odd #: BV72L- DHH•UM13-1-34
LCD Techndogy:
• 72" LCD
• Landscape Orientation
• Full HD 1920 x 1080 Native Resolution
• Maffied:by MR1 to High -Brigt .%Bingo RmWe Canfigurstlm uang mhf a LEDs
• 2000 Nit Luminance in White through LCD under direct sunlight conditions
• Ambient Light Sensor to adjust brightness based on changing ambient light conditions
Brigf'+itV u®
• Provides constant brightness over 40,000 hours
• 10 years of constant brightness: based on 9 hours / day at full brightness (average is 8.6 hours)
• Maintains 2000 nit brightness without fading over time or with temperature changes
• Ambient Light Sensors for auto - adjustment to optimum viewability
• Includes Interface / Controller modules and multiple Temperature Sensors
• Integrated Fan System to provide consistent air flow across LCD surface
LifeVdm
• Provides "Usable" Life cycle of 10+ years (twice industry standard)
• Based on operation up to 24 / 7 in temperatures up to 50 °C in direct sun
• Allows for Technology upgrades as needed / desired:
• Player, Drive, Modem, Router, etc
• SAM (Service Access Module) design for easy upgrades
• Next generation LCD technology
o 110° C Hi -temp LCD rating
o Improved Polarizer
• Next generation LED technology
o 22% more efficient and cooler than previous style
MRt ANDiCS REV C (}7 27 11 1 "
DynamicV
• Dynamic Block Dimming of backlights
• optimized backlight control to adjust to image brightness requirements
• Provides exact same image 1 brightness on screen
• Reduces backlight power/ energy by 45+ %
• Reduces heat buildup and prolongs LED backlight life by 40+ %
ToughVifm Safety / Cover Glass
• 13.5 mm Thick Laminated Glass
• Anti- Reflective (AR) Coating on both sides of glass
• Provides air gap between rear of glass and LCD surface
• Vandal / Tamper resistant — Shard resistant
• Ballistic resistant; BB gun, Pellet gun, 22 caliber rifle
• Can be replaced in the field if damaged
Player / M odern / Ctxutedtivlty
• MRI to integrate MediaPlayer / modem / switch into display housing, within closed loop cooling
• MRI BoldVu0 MediaPlayer
o Intel i3 DuaI Core Processor at 1.8 Ghz
o 64 GB Solid State Drive - Micron
0 4 G13 DDR3 Memory
0 5 US13 2.0'ports
0 1 Gbit Ethernet port
o Two HDMI media outputs
• Windows 7 Embedded Operating System
• Industrial rated for continuous operation
• Provisions for 3G / 4G Modem mounting — Modem supplied by customer, installed by MRI
• Ethernet Switch
• Embedded antenna(s) and interconnecting cabling
dal Features:
• Remote or automatic re -boot of MediaPlayer / modem / switch
• Mini UPS for ability to communicate toNOC before total power loss and allow for graceful shutdown
• Extensive SNMP'(Simple Network Management Protocol) for remote monitoring/ control
• Provides full video, audio and bidirectional diagnostics
CoolVuO TM S (Thermal M anagement System)
• Closed Loop Cooling system for high temperatures + 50 0 C and operation in direct sunlight
• Dual Loop cooling— Internal loop sealed from ambient/ external air
• No external ambient air over any optics or electronics
• Integrated into Display Module
• Totally self - contained and suitable for outdoor use
• Patented Design, # 8,274,622
MRI STO TS AND CS REV C, 07 2711 2 �'
SureVu@ (l map Verification/ Feedback)
• Embedded watermark in video stream in top corner
• RGBW photo sensor will obscure about 1/4" x 1/4" square area in front of watermark
• Photo Sensor to provide continuous validity of watermark signal: i.e. video feed — provides confirmation
that the correct image is actually being displayed
• Provides a means to continuously monitor image luminance, color saturation/gamut, contrast ratio and
gamma (i.e. gray scale)
StatusVuO (Performance M onitorino
• Remote monitoring of critical display performance parameters
• Active monitoring of over (150) data / operational parameters
• SNMP (Simple Network Management Protocol) interface standards
• Real time status update of backlight levels, brightness, internal temperatures, down time incidents, power
consumption, fan performance, etc.
• Secure Web interface for monitoring / control / downloads from NOC
SAM (Service Access Module)
• Replaceable modules for power supplies, controller cards, fans, players, etc
• Allows for on -site service / replacement without removal of display from installed position.
• Service to be performed by MRI Certified Technician or MRI Authorized Customer Technician
AmpVu9 (Power Ma wWmert'*dem)
• Monitors AC line Current / Amp draw on system
• Automatically adjusts brightness / fan speed to throttle back amp draw
• Prevents circuit breaker trips due to un- expected power fluctuations
• Configurable at time of installation to limit maximum current draw base on availability
EcoVuTm (Eadoglcaliy Friendly Design)
Power efficient design — 60% + savings via DynamicVu@ and Coo1Vu0
• High Efficacy LEDs
• High Transmission LCD — IPS technology / 240 Hz refresh rate
• Environmentally conscious — No CFCs / Freon, No Mercury with LED backlighting
• Sustainability — 45% - extended life via DynamicVuO and CoolVu@
NEMA 3 Housing
• External metal' work. / structure provided by MRI..
Designed for direct sunlight environments
• Universal Mount Design — can be mounted onto wall or from overhead
• Mounting details / code requirements to be determined by others
• Final design and mounting to be approved by customer
General Specifications
• Operating Temperatures: -30 °C to + 50 °C in full direct sunlight
• 1 Year Warranty
• Input power: 85- 265Vac, 50 -60 Hz
• Shipped fully assembled
at
' at
,r;
MANUFACTURING RESOURCES INTERNATIONAL, INC. ( "MRI ")
GENERAL TERMS AND CONDITIONS OF SALE
(These Terms and Conditions apply to every Order)
NOTICE: Sale of any Products is expressly conditioned on Buyer's assent to these Terms and Conditions. Any additional or
different terms proposed by Buyer are expressly rejected and will not be binding upon Seller unless agreed to in writing by an
authorized representative of Seller. No pre - printed facility entry form shall be binding on or modify these Terms and
Conditions even if signed by Seller's authorized representative. Any oral or written representation, warranty, course of
dealing or trade usage not contained in these Terms and Conditions or the Order shall not be binding on either party. Any
order to perform work and Seller`s performance of work shall constitute Buyer's assent to these Terms and Conditions.
Unless otherwise specified in the quotation or Order, any quotation by Seller shall automatically expire thirty (30) days from
its date and may be modified or withdrawn by Seller before receipt of Buyer's acceptance.
I. UEELJ1 IONS. As used herein "Seller" means MANUFACTURING RESOURCE'S INTERNATIONAL, INC., a Georgia
corporation. "Buyer" means the patty identified on the face of the Order. "Order" means the documents that comprise the agreement
between Buyer and Seller for the sale of the Products, including these Tarns and Conditions and any other documents incorporated herein
by reference. "Products" means all articles, materials, work or services to be furnished by Seller to Buyer under the Order. "Terms and
Conditions" means these General Terms and Conditions of Sale..
2, p&X MENT• Seller's quotation and /or invoiced amounts do not include state or local taxes. Seller's quotation and/or
invoiced amounts are in United. States Dollars. Buyer shall pay all invoiced amounts in United States Dollars, without right of set-
off.
Unless noted otherwise in Seller's quotation, Buyer shall pay Seller all invoiced amounts within thirty (30) days from date of
invoice. Any invoice which is not paid in full by the due date will bear interest at the rate of eighteen percent (18 %) per annum.
Buyer shall pay all costs of Seller's collection efforts including reasonable attorneys' fees. Any delivery not in dispute shall be paid
for regardless of other controversies relating to delivered or undelivered Products. if Buyer fails to fulfill any condition of its
payment obligations Seller may suspend performance and delivery. Any costs incurred by Seller in accordance with such
suspension (including storage costs) shall be payable by Buyer upon submission of Seller's invoices. If at any time Seiler
reasonably determines that Buyer's financial condition does not justify the continuation of Seller`s performance, Seller may require
full or partial payment in advance or shall be entitled to suspend or terminate the Order.
3. ACC.F.PTANCE. The Order becomes the exclusive agreement between the parties for the Products, subject to these Terms
and Conditions.
4. S Shipment of Products shall be F.O.B. Seller's facility. Buyer shall pay all shipping costs and charges or
reimburse Seller for shipping charges plus ten percent (10%). Partial shipments will be permitted if Products do not correspond
in quantity, type, or price to those itemized in the invoice for the shipment, Buyer shall notify Seiler within ten (10) days of receipt
Seller may deliver any or all Products in advance of the delivery schedule..
s. i y *FAQ *.� nc�avS. Seller shall not be liable for any delay in delivery of Products, or for any damages suffered by Buyer
as a result of such delay, . when such delays are the result of any causes beyond Seller's control. All orders are accepted subject to
Seller's ability to obtain raw materials and are subject to Seller's current manufacturing schedules, government` regulations, orders,
directives and restrictions. In the event of any of said contingencies, Seller shall have the right to cancel the Order or any part
hereof without any resulting liability. If Seller is delayed by any acts or omissions of Buyer, or by the prerequisite work of Buyers
other contractors or suppliers, Seller shall be entitled to an equitable price and performance adjustment
6. MATERIALS. Materials furnished by Seller are subject to Sellers standard tolerances for variations as detailed in
applicable product specifications.
7. WARRANTL For a period of twelve (12) months from date of shipment from Seller's facility, Seller warrants that all
Products furnished hereunder will be free from defects in material and workmanship, conform to applicable specifications,
drawings, or requirements detailed in Sellers quotation and Buyer's Purchase Order as acknowledged and accepted by Seller and,
unless Buyer's design, be free from design defects. If Products do not meet the above warranty. Buyer shall, in accordance Seller's
RMA Procedure (Addendum "A" to these Terms and Conditions), promptly notify Seller in writing within the applicable warranty
period. Seller shall be liable for repair, and at Sellers option, replacement of parts only. Cost associated with field or on -site labor
and travel is specifically excluded from this warranty provision. Buyer shall be liable for all cost and risk associated with shipment
of product and /or parts thereof. Repair or replacement shall be Buyer's exclusive remedy. IN NO EVENT SHALL SELLF,jt BE
LIAB FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. These warranties and remedies are conditioned up -proper
storage, installation, operation, and maintenance of the Products and conformance with the operation ins manuals
provided by Seller or its suppliers or subcontractors, if applicable. Firmware provided with the Products may require periodic
updates. Buyer is responsible for ensuring that all firmware is updated as recommended by Seller and any defect resulting from
outdated firmware is not covered under the warranty provided in this Article 7. Buyer shall provide Seller reasonable IP- bused access
to the Products to allow Seller basic monitoring of Products and the ability to upload firmware updates as needed. Buyer provided access
must include the following ports: HTTPS -TCP Port 443, SNMP -UDP Ports 161 8t 162, SSH -TCP Port 22 and TCP Port 7100. Buyer's
Failure to provide such access will void warranty coverage. Upon request of Seller, Buyer shall provide to Seller maintenance records
evidencing Buyer's compliance with operation instruction manuals provided by Seller or its suppliers or subcontractors, if
applicable. Seller does not warrant the Products or any repaired or replacement parts against normal wear and tear or damage
caused by misuse, accident: vandalism, lightning strike or other Acts of God, or use against the advice of Seller. Any modification or
repair of any of the Products not authorized by Seller and /or performed by an inexperienced technician shall render the warranty
null and void. The advice of technical staff of Seller Is available to Buyer but Seller not supervising the installation or use of the
Products, does not warrant or guarantee such advice. Unless Seller expressly agrees otherwise in writing, any item(s) not
manufactured by Seller (including incidental materials and consumables) shall carry only the warranty that the original
manufacturer(s) provides, and Seller gives no warranty on behalf of the manufacturer(s) of such item(s). The intrinsic
characteristics of backlight /LCD -based product and its associated technology is such that over a period of time, brightness of the
screen deteriorates at varying degrees depending on usage of the Product and its surrounding environment As such, Product
luminance is not covered under the warranty provided in this Article 7. Parts obsolescence Is another Intrinsic risk associated with
backlight /LCD -based product Seller makes no guarantee for availability of replacement parts or material. in the event Seller Is
unable to effectively repair and /or replace Product under the terms of this warranty, and within the warranty period, due to parts
obsolescence, Seller shall refund Buyer an amount equal to the Products original purchase price pro-rated over the warranty
period. OTHER THAN THE WARRANTIES SET FORTH ABOVE, SELLER MAKES NO WARRANTY OR GUARANTEE, EXPRESS OR
IMPLIED, INCLUDING ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE.
Availability of replacement parts and /or material Is based on standard lead time. Seller strongly encourages Buyer to purchase
recommended spare parts to mitigate delays in repairing product due to replacement part and /or material lead time.
Warranty claims shall be made by Buyer in accordance Seller's written RNA Procedure, Addendum "A" to these Terms and
Conditions.
8. I.IMITATION OF LIABILITY, The total liability of Seller, on all claims of any kind (excluding claims for death or bodily
injury), whether in contract warranty, indemnity, tort/extracontractual liability (including negligence), strict liability, or
otherwise, arising out of the performance or breach of the Order or use of any Products shall not exceed the price of the specific
Products giving rise to the claim. All Seller's liability under the Order shall terminate upon the expiration of the applicable
warranty period, provided that Buyer may enforce a claim of such liability accruing during the applicable warranty period by an
action timely commenced in accordance with the applicable statute of limitations or statute of repose, but in no event greater than
one (1) year after the expiration of such warranty period. In no event whether as a result of breach of contract warranty,
tort/extracontractual liability (including negligence), strict liability, indemnity, or otherwise, shall Seller be liable for loss of profit
or revenues, loss of use of Products or any associated equipment interruption of business, cost of capital, cost of cover, downtime
costs, claims of Buyer's customers for such damages, or for any special, consequential, incidental, indirect punitive or exemplary
damages. If Buyer cannot obtain for Seller from any reseller, end - customer or subsequent purchaser(s), the protections specified
in this Article 8, Buyer shall indemnify, defend and hold Seller harmless from and against any and all claims made by any reseller,
end - customer or subsequent purchasers of Products against Seller for loss or damage arising out of the performance or non -
performance of Products provided under the Order. In connection with Buyer's indemnification obligations pursuant to this Article
8 and upon request by Seller, Buyer shall furnish Seller with applicable certificates of insurance and /or financial information
evidencing Buyer's ability to indemnify Seller. If Seller furnishes Buyer with advice or assistance that is not required under the
Order, the furnishing of such advice or assistance will not subject Seller to any liability, whether in contract indemnity, warranty,
tort (including negligence), strict liability or otherwise. For the purposes of this Article 8, the term "Seller" shall mean Seller, its
affiliates, subcontractors and suppliers of any tier, and their respective employees and agents, whether individually or collectively.
The provisions of this Article 8 shall prevail over any conflicting or inconsistent provisions contained in any of the documents
comprising the Order, except to the extent that such provisions further restrict Seller's liability. THIS ARTICLE 8 STATES SELLER'S
LIMITS OF LIABILITY FOR ALL CLAIMS OF ANY KIND (EXCEPT AS EXPRESSLY EXCLUDED HEREIN), WHETHER IN CONTRACT,
WARRANTY, INDEMNITY, TORT/ EXTRA - CONTRACTUAL LIABILITY (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR
OTHERWISE, ARISING OUT OF THE PERFORMANCE OR BREACH OF THE ORDER OR USE OF ANY PRODUCTS.
9 TRA DEMARKS AND TRADE In connection with the Order, Seller and Buyer (as
to information disclosed, the "Disclosing Party") may each provide the other party (as to information received, the "Receiving
Party") with Confidential Information. "Confidential Information" as used herein means: (i) all pricing for the Products, (it) all
terms of the Order, and (ill) all information that is designated in writing as "confidential" or "proprietary" by the Disclosing Party at
the time of written disclosure, or within ten (10) days after oral disclosure, by label, stamp or other written communication. The
obligations of this Article 9 shall not apply as to any portion of the Confidential Information which: (1) is or becomes generally
available to the public other than as a result of disclosure by the Receiving Party, its representatives or its affiliates, (ii) is or
becomes available to the Receiving Party or its representatives or affiliates on a non - confidential basis from a source other than the
MRI STD TS AND CS REV C, 07 2711 6
Disclosing Party when such source is not, to the best of the Receiving Party's knowledge, subject to a confidentiality obligation to
the Disclosing Party; (iii) is independently developed by the Receiving Party; its representatives or affiliates, without reference to
the Confidential Information; (iv) is required to be disclosed by order of a competent court or government agency; or (v) is
approved for disclosure in writing by an authorized representative of the Disclosing Party. The Receiving Party agrees: (i) to use
the Confidential Information only in connection with the Order and permitted use(s) of Products, and (ii) to take reasonable
measures to prevent disclosure of the Confidential information, except to its employees or agents who have a need to know in
order for Buyer to perform its obligations hereunder or to use Products. The Receiving Party agrees to advise any recipient of such
Confidential Information of the terms and conditions of this Article 9 and to take reasonable steps to ensure compliance. If either
party or any of its affiliates or representatives is required by legal process to disclose any Confidential Information, such party
agrees to provide the Disclosing Party with prompt notice, to the extent practicable, so that the Disclosing Party may seek an
appropriate protective order or waive compliance by the Receiving Party with the provisions of this Article 9. Nothing herein shall
be construed as granting to the Receiving Party any license under any invention, patent, trademark or copyright now or hereinafter
owned or controlled by the Disclosing Party. The rights and duties created by this Order are in addition to and not in lieu of rights
and duties created by the Georgia Trade Secrets Act, Georgia Computer Systems Protection Act, or any amendments or successor
legislation, or other remedies provided by federal or state law related to the misappropriation or disclosure of trade secrets or
confidential information. THIS ARTICLE 9 STATES SELLER'S ENTIRE LIABILITY FOR BREACH OF ITS CONFIDENTIALITY
COVENANTS. Buyer shall not disclose Confidential Information to Seller in connection with performance hereunder unless it is
required to do so to enable Seller to perform work hereunder. If Buyer does disclose Confidential Information, Buyer warrants that
it has the right to disclose such information, and Buyer shall indemnify and hold Seller harmless against any claims or damages
resulting from improper disclosure by Buyer. Notwithstanding anything to the contrary herein, this Article 9 shall not supersede
any separate confidentiality or nondisclosure agreement signed by the parties. Buyer shall not publish, distribute, or use any
information developed under, or about the existence of, the Order or use the Manufacturing Resources international or MRI name
(or the name of any division or affiliate thereof), logo, trademark, service mark, or trade name for the purpose of advertising,
making a news release, creating a business reference or for product or service endorsement without the prior written approval of
Seller's authorized representative. Buyer acknowledges that all brand names, trade names, and trademarks of Seller are the
exclusive property of Seller and that Buyer will not acquire any rights relating to the brand names, trade names, or trademarks by
purchasing the Products hereunder.
10. Subject to the terms of the Order, Seiler shall indemnify Buyer against any damages, costs
and expenses arising out of any suit, claim, or proceeding (collectively, a "Claim ") alleging that the Products infringe a patent in
effect in the United States, an EU member state or country of delivery (provided there is a corresponding patent issued by the
United States or an EU member state), or United States copyright or copyright registered in the country of delivery; provided that:
(I) Buyer promptly notifies Seller in writing of any such Claim; (ii) Buyer makes no admission of liability and gives Seiler sole
authority, at Seller's expense, to direct and control all defense, settlement, and compromise negotiations; and (ili) "Buyer provides
Seller with full disclosure and assistance that may be reasonably required to defend any such Claim. Seller shall have no obligation
or liability with respect to any Claim based upon: (i) any Products that have been altered, modified, or revised; (H) the
combination, operation, or use of any Products with other products when such combination is part of any allegedly infringing
process; (iii) failure of Buyer to implement any update provided by Seller that would have prevented the Claim; (iv) unauthorized
use of the Products, including, without limitation, a breach of the provisions of the Order; or (v) Products made or performed to
Buyers specifications. Should any Product, or any portion thereof, become the subject of a Claim, Seller may at its option: (i)
procure for Buyer the right to continue using the Products, or portion thereof; (ii) modify or replace it in whole or in part to make it
non - infringing; or (iii) failing (i) or (ii), take back the Products and refund any fees received by Seller attributable to the infringing
Products. THIS ARTICLE 10 STATES SELLER'S ENTIRE LIABILITY FOR INDEMNIFICATION FOR PATENT, TRADEMARK,.
COPYRIGHT, AND TRADE SECRET INFRINGEMENT FOR PRODUCTS. NOTWITHSTANDING THE FOREGOING, WITH RESPECT TO
ANY PRODUCTS, OR PORTIONS THEREOF, WHICH ARE NOT MANUFACTURED /DEVELOPED BY SELLER, ONLY THE INDEMNITY
OF THE MANUFACTURER /DEVELOPER IF ANY, SHALL APPLY.
11. QUOTATIONS, Written quotations automatically expire thirty (30) calendar days from the date issued and may be
modified or withdrawn by Seller before receipt of Buyer's acceptance.
12. )_ARBITRATION. The laws of the State of Georgia shall apply to and govern the interpretation,
performance and enforcement of this Order. Any controversy or claims arising out of or relating to this Order or the performance
or breach thereof shall be settled by binding arbitration before a single arbitrator in the City of Atlanta, State of Georgia, in
accordance with the rules and procedures of the American Arbitration Association.
13. SETOFFS AND COUNTE All claims for money due or to become due from Seller shall be subject to deduction by
Seller for any setoff or counterclaim arising out of this or any other of Seller's purchase orders with Buyer.
14. COMPLIANCE 1 "'NTH i At "�S COD t AND STANDARDS Seller represents that the Products will be produced in
compliance with applicable fair labor standards laws, occupational safety and health laws, and laws related to nonsegregation and
equal employment opportunity. The Order price will be equitably adjusted to reflect additional costs incurred by Seller resulting
from a change in industry specifications, codes or standards, or changes in applicable laws and regulations. All transactions
hereunder shall at all times "be`subject to and conditioned upon compliance with all applicable trade control laws and regulations.
MR! STD TS AND CS REV C, 07 2711 7
Buyer hereby agrees that it shall not transship, re- export, divert or direct the Products other than in and to the ultimate country of
destination specified on Buyers order or declared as the country of ultimate destination on Sellers invoice, except as permitted by
applicable laws and regulations. Notwithstanding any other provisions herein, Buyer shall timely obtain any required
authorization, such as an export license, import license, foreign exchange permit, work permit or any other governmental
authorization, even though Seller may apply for such. Buyer and Seller shall provide each other reasonable assistance in obtaining
required authorizations. Seller shall not be liable if any authorization is delayed, denied, revoked, restricted, or not renewed and
Buyer shall not be relieved hereby of its obligations to pay Seller for the Products.
15. .e•lggMINA AND SUSPENSION. All purchase orders from Buyer to Seller shall be NCNR (non - cancelable, non-
refundable). However, Buyer shall have the right to terminate the Order (or any portion thereof) for cause if Seller. (i) becomes
insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee appointed for the benefit of its creditors, or
files for protection from creditors under any bankruptcy or Insolvency laws; or (ii) substantially breaches its material obligations
hereunder (but only with respect to a material obligation for which the Order does not provide exclusive remedies), provided that:
(a) Buyer shall first have provided Seller with written notice of the nature of such breach and of Buyers intention to terminate the
Order as a result of such breach; and (b) Seller shall have failed, within thirty (30) days after receipt of such notice (or such
extended period as is considered reasonable by the parties), to either. (1) commence to cure such breach and diligently thereafter
to pursue such cure; or (2) provide reasonable evidence that no such breach has occurred.
Seller shall have the right to suspend or terminate the Order (or any portion thereof) immediately for cause if: (i) Buyer becomes
insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee appointed for the benefit of its creditors, or
files for protection from creditors under any bankruptcy or insolvency laws; (ii) there Is an excusable delay (as per Article 5 above)
lasting longer than one hundred and twenty (120) days; (iii) any representation or warranty made by Buyer herein or in any
document or certificate furnished by Buyer In connection herewith proves to be incorrect in any material respect; or (iv) Buyer
materially fails to comply with any terms of the Order, including but not limited to, failure to make any payment when due or to
fulfill any payment conditions. If Seller elects to continue to ship Products to Buyer, Sellers actions shall not constitute a waiver of
any default by Buyer or in any way affect Sellers legal remedies for such default. Any reasonable expenses incurred by Seller in
connection with a Seller- invoked suspension or termination, including expenses for repossession, fee collection or costs of storage
during suspension, shall be payable by Buyer upon submission of Sellers invoice(s} Performance of Sellers obligations shall be
extended for a period of time reasonably necessary to overcome t effects of any suspension.
16. GENERAL PROVISIONS. UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING BY SELLER, THE PRODUCTS
HEREUNDER ARE NOT INTENDED FOR USE IN ANY NUCLEAR OR NUCLEAR RELATED APPLICATIONS. No response by Seller to
any request for proposal, bid, acceptance by Seller, or agreement between the parties shall constitute consent to nuclear use absent
an express affirmation of consent to nuclear use by Seller. Buyer hereby: (1) accepts the Products in accordance with the restriction
set forth herein; (ii) agrees to communicate such restriction in writing to any and all subsequent purchasers or users; and (Ili)
agrees to defend, indemnify and hold harmless Seller from any and all claims, losses, liabilities, suits, judgments and damages,
including special. incidental and consequential damages, arising from use of the Products in any nuclear or nuclear related
applications, whether the cause of action be based in torn; contract or otherwise, including allegations that Seller's liability is based
on negligence or strict liability. If Seller expressly agrees in writing to any such nuclear use, Sellers special terms and conditions
for nuclear applications and protections against nuclear liability shall be attached and incorporated fully herein by reference.
Seller may assign or novate its rights and obligations under the Order, in part or in whole, to any entity directly or indirectly
controlling, controlled by, or under common control with Seller without Buyers consent Buyer agrees to execute such documents
as may be necessary to effect the assignment or novation. Neither this Order nor any duty or right under it shall be delegated or
assigned by Buyer without the prior written consent of Seller. Any purported assignment by Buyer without such consent shall be
void.
If any provision of the Order or these Terms and Conditions is found to be void or unenforceable the remainder of the Order shall
not be affected and the parties hereby agree that they will replace any such void or unenforceable provision with a new provision
that achieves substantially the same practical or economic effect and which is valid and enforceable.
The Order along with these Terms and Conditions represent the entire agreement between the parties, and no modification,
amendment or waiver shall be binding on either party unless agreed in writing by the parties' authorized representatives.
If the Products to be furnished under the Order are to be used in the performance of a United States Government contract or
subcontract, and a United States Government contract number shall appear on Buyers purchase order, those clauses of the
applicable United States Government procurement regulations which are required by Federal Statute to be included in United
States Government subcontracts are incorporated herein by reference.
This Order may be executed in multiple counterparts that together shall constitute one agreement
The Order is for the benefit of the parties hereto and not for any third party.
MRI STD TS AND CS REV C, 07 2711 8
4 .
n
INVOICE
Mft N f �
6536 Main Street NE • P.O. Box 32008
Minneapolis, Minnesota 55432 -0008
(763) 574 -7474 • (800) 328 -2495 • Fax (763)574 -1052
S 46471
O ANDERSON OUTDOOR AD
L 9 AZALEA DRIVE
D KEY WEST FL 33040
UNITED STATES
T
O
003 OPT1000
Optima LED 1000 Backlit Snap Frame
Single - sided: 690278
i Finish: 023 SATIN BLACK
Graphic Size: 48.000 X 36.000
Outside Size: 49.000 X 37.000
Corner Color. BLACK
Orientation: LANDSCAPE
Face Sheet Option: CLEAR .015
Mounting Option: WALL
Wring Type: HARD -WIRED
Wiring Exit: BACK, BOTTOM RIGHT
Power Supply: 120V
Switch Included: NONE
CCT: 6500K
Qty discount range: 2 -9
004 OPT1000
Optima LED 1000 Backlit Snap Frame
Single- sided: 690278; Finish: 023 S
j Graphic Size: 24.000 X 24:000
Outside Size: 25.000 X 25.000
Corner Color: BLACK; Orientation: P
Face Sheet Option: CLEAR .015
Mounting Option: WALL
Wiring Type HARD -WIRED
Wiring Exit BACK, LEFT BOTTOM
Power Supply: 120V
Switch Included: NONE
CCT: 6500K
Qty discount range; 2-9
PLEASE REMIT PAYMENT TO: 5TYLMARK INC.
P.O.' BOX '32008
MINNEAPOLIS, MN 55432
S 46471
H ANDERSON OUTDOOR AD
9 AZALEA DRIVE
P KEY WEST FL 33040
UNITED STATES
T
O
2i 21 1,200.00 2,400.00
4 41 1 765.00000 j 3,060.00
4
CONTINUED
Original Invoice Page 2 of 3
m
INVOICE
INVOICE NUMBER - T 0
WAREHOUSE
001
SALES ORDER NUMBER D
DATE 10010ED
CUSTOMER PO D
DATE SHIPPED
OPT1000 0
07/24113
SHIPPED VIA P
PREPAID C
COLLECT
PAYMENTTERMS T
TAXABLE :
:TAX
CREDIT CARD _ X
X F
F L :C 0
PEN
6536 Main Street NE a P.O. Box 32008
Minneapolis, Minnesota 55432-0008
S 46471
O ANDERSON OUTDOOR AD
L 8AZ4LEA DRIVE
D KEY WEST FL 33040
UNITED STATES
T
O
S 48471
H ANDERSON OUTDOOR
| 9 AZALEA DRIVE
P KEY WEST Fl- 33040
UNITED STATES
T
0
001' OPT1000
optima LED 1000 Backlit Snap Frame
Single-sided: 690278
Finish: 023 SATIN BLACK
Graphic Size: 60.000 X 24.000
outside Size: 61.000 X 25.000
Corner Color BLACK
Orientation LANDSCAPE
Face Sheet option: CLEAR .015 i
Mounting option: WALL
Wiring Type: HARD-WIRED
Wiring Exit: BACK, BOTTOM RIGHT
Power Supply: 120V
Switch Included: NONE
CCT: 6500K
Qty discount range: 2-9
31 3 1,500.001 4,500.00
01021 OPT1000
Optima LED 1000 Backlit Snap Frame
� Single-sided: 690278
� Finish: o23 SATIN BLACK
� Graphic Size: 60.000 X 36-000
/ Outside Size: 61.000 X 37.000
� Corner Color: BLACK
orientation: LANDSCAPE
Face Sheet Option: CLEAR .015
Mounting Option: WALL
Wiring Type: HARD
Wiring Exit BACK, BOTTOM RIGHT
Power Supply: 120V
Switch Included: NONE
CCT 6500K
0 ( discount range: 2-9
PLEASE REMIT PAYMENT TO: STYLMARK, INC. ONTINUED
RO, BOX 32008
MINNEAPOLIS, MN 56432-0008
original Invoice Page 1 of 3
r + 0
INVOICE ADJUSTMENT
sbtnark
6536 Main Street NE • P.O. Box 32008
Minneapolis, Minnesota 55432 -0008
(763) 574.7474 • (800) 328 -2495 • Fax (763) 574 -1052
S 46471
O ANDERSON OUTDOOR AD
L 9 AZALEA DRIVE
D KEY WEST FL 33040
UNITED STATES
T
0
S 46471
H ANDERSON OUTDOOR AD
1 9 AZALEA DRIVE
P KEY WEST FL 33040
UNITED STATES
T
O
Original Invoice Page 1 of 1