Item D05
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: September 21, 2005
Division:
Engineering
Bulk Item: Yes X
No
Department: Engineering
Staff Contact Person: David S. Koppel, PE
County Engineer
AGENDA ITEM WORDING: Approval of a Consent to Assignment and Amendment of Non-Exclusive
Agreement between Monroe County and Clear Channel Outdoor, formerly known as Eller Media Company for
selling and placing advertising at bus shelters/benches located in State right-of-way.
ITEM BACKGROUND: Monroe County has had an agreement with Eller Media, now Clear Channel
Outdoor, and/or its predecessor for fifteen years. Under this amended agreement Clear Channel Outdoor shall
pay in advance on a monthly basis $790 for the first year, per shelter with advertising on both panels; for the
second year the Company shall pay in advance on a monthly basis to the County the sum of $81 0; for the third
year the Company shall pay in advance on a monthly basis to the County $830; for the fourth year the Company
shall pay in advance on a monthly basis to the County $850; and for the fifth year the Company shall pay in
advance on a monthly basis to the County $870. For any additional shelters installed in excess ofthe 19
currently installed, the payment to the County will be prorated. The term of this amended agreement is for 5
years.
PREVIOUS RELEVANT BOCC ACTION: On January 24,1990, the BOCC approved the Non-Exclusive
Agreement with Flutie Enterprises of the Florida Keys, Inc. to install and maintain bus shelters and benches.
On April 24, 1994, the BOCC approved an Addendum to the Non-Exclusive Agreement to extend the
agreement for an additional five years. On June 30, 1994 the BOCC approved Patrick Media Group assuming
the agreement with the County. On June 9, 1999 the BOCC approved the extension of the agreement on a
month-to-month basis and asked that a revenue analysis be provided to eliminate advertising on the outside of
the shelters. On May 17,2000 the Board approved a Consent to Assignment and Second Amendment of Non-
Exclusive Agreement.
CONTRACT/AGREEMENT CHANGES: The County will be receiving an increase of$20 a month per
shelter per year as stated above.
STAFF RECOMMENDATIONS:
Approval as stated above.
TOTAL COST:
$ -0-
BUDGETED: Yes
No
COST TO COUNTY: $ -0-
SOURCE OF FUNDS:
n/a
REVENUE PRODUCING: Yes ~ No
AMOUNT PER MONTH $790.00 Year
APPROVED BY:
County Atty _
')
Management
DIVISION DIRECTOR APPROVAL:
DOCUMENTATION: Included X
/,,/
ftvid S. Koppel, PE, County Engineer
Not Required_
DISPOSITION:
AGENDA ITEM #
Revised 2/05
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT MODIFICATION SUMMARY
Contract with: Clear Channel Outdoor, Contract No.
f/n/a Eller Media Company
Effective Date:
-
Expiration Date: 5 years
Contract Purpose/Description: Consent to Assignment and Third Amendment of Non-
Exclusive Agreement to allow Clear Channel Outdoor to advertise on bus shelters for an
additional five year period at a pre-negotiated price per shelter, per year.
Contract Manager: David S. Koppel, PE 4426 Engineering / # 1
(Name) (Ext.) (Department/Stop #)
For BOCC meeting on 09/21/2005 Agenda Deadline: 09/06/2005
CONTRACT COSTS/REVENUE
Total Dollar Value of Contract:
Budgeted? Yes No X
Grant: $ -0-
County Match: $ -0-
$78,850.00 Revenue Current Year
Portion: $15,010
Revenue
Account Codes:
-
-----
-
-----
ADDITIONAL COSTS
Estimated Ongoing Costs: $_/yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Division Director
Changes
Needed
YesD Noff
Date Out
Risk Management
Sl iLIJ
O.M~.lPurcIia!l~g
County Attorney
OMB Form Revised 2/27/01 Mep #2
CONSENT TO ASSIGNMENT AND AMENDMENT
OF NON-EXCLUSIVE AGREEMENT
THIS CONSENT TO ASSIGNMENT AND AMENDMENT OF NON-EXCLUSIVE
AGREEMENT (the "Amended Agreement"), is made and entered into this day of
, 2005, between Monroe County, a political subdivision of the State of
Florida, hereinafter referred to as the "County", and Clear Channel Outdoor, Inc., formerly
known as Eller Media Company, a Delaware corporation, registered in Florida as CC Outdoor,
Inc., and doing business in Florida as Clear Channel Outdoor, a Florida corporation, hereinafter
referred to as "Clear Channel Outdoor".
WITNESSETH:
and
WHEREAS, on January 24, 1990, County entered an Agreement with Flutie Enterprises;
WHEREAS, on April 21, 1994, the parties amended said Agreement; and
WHEREAS, on May 17, 2000, said Agreement was amended and assigned to Eller
Media Company; and
WHEREAS, Monroe County desires to consent to the assignment of the May 17, 2000
Agreement to Clear Channel Outdoor formerly known as Eller Media Company;
WHEREAS, the May 17, 2000 Agreement has an option to extend the contract for
additional five (5) year terms if agreed to by both parties; and
WHEREAS, both parties have renegotiated the fee amount as reflected In of this
Amended Agreement,
NOW THEREFORE, in consideration of the foregoing it is stipulated and agreed as
follows:
1. Monroe County hereby consents to the assignment of the May 17, 2000
Agreement to Clear Channel Outdoor formerly known as Eller Media Company. The revised
terms of the assigned agreement follow.
2. Clear Channel Outdoor shall pay in advance on a monthly basis to the County
the sum of Seven Hundred-Ninety Dollars ($790.00) for the first year per shelter, with advertising
on both panels, for the second year Clear Channel Outdoor shall pay in advance on a monthly
basis to the County the sum of Eight Hundred-Ten Dollars ($810.00) per shelter, for the third
year Clear Channel Outdoor shall pay in advance on a monthly basis to the County the sum of
Eight Hundred-Thirty Dollars ($830.00) per shelter, for the fourth year Clear Channel Outdoor
shall pay in advance on a monthly basis to the County the sum of Eight Hundred-Fifty Dollars
($850.00) per shelter, for the fifth year Clear Channel Outdoor shall pay in advance on a monthly
basis to the County the sum of Eight Hundred-Seventy Dollars ($870.00) per shelter under this
Amended Agreement. For any additional shelters installed in excess of the 19 currently installed
as depicted and described in Exhibit A, the payment to the County will be prorated.
Bus Shelter Ads Assmt. August 2005
Page 1 of 7
3.
term
commence
7,
for five
4. If the Amended
and bus bench shall be renegotiated.
is
shelter
5. Clear Channel shall own erect bus substantially as
described and depicted on attached on attached Exhibit A, sites located on the public right-of-
way within the County. Said sites shall be selected by both parties, and shall be located only at
official bus stops. At all times term this
structures shall remain the property Channel Outdoor
shelters/benches are erected, shall as a public
construed to impose any obligation on Clear Channel Outdoor to
as necessary in erecting and maintaining bus shelters.
which the bus
shall not be
such land other
6. Clear Channel Outdoor
All advertising revenues shall be
reasonably objects to any advertisement,
request by the County.
sell place advertising in stop shelters.
solely to Clear Channel Outdoor. If the County
such advertisement shall removed on
7. Clear Channel
in compliance with all applicable
General maintenance shall be
within forty-eight (48) hours of the
erect, install, light, clean, repair or
these shelters/benches at no cost to the County.
bi-weekly to the shelter shall be repaired
said damage is reported to Clear Channel Outdoor.
8. During the term Clear Channel Outdoor agrees to and
harmless Monroe County, its officers, agents, employees, against any and claims, losses,
liabilities or expenditures of any kind, including, but not limited to, court costs, expenses,
attorney's fees and sales if accruing or resulting any suits,
demands, or damages of any character or persons, or corporations, or property, by
design, construction, maintenance, of stop shelters/benches.
9. Clear Channel shall at its cost, a
($1,000,000.00) liability policy wherein County is
licensed carriers acceptable to trle Said policy shall state
insurer or Clear Channel Outdoor written to the
effective date of said cancellation. insurance is a condition
placement of any bus stop shelters/benches. If
lapses, this agreement shall immediately be void no
the continuing duty of Clear Channel Outdoor to comply with the
regarding indemnification. Clear Outdoor shall also, in
protection lapses, immediately remove all shelters/benches from
notice from the County or at any cost to County.
Million
as co-insured
it is not cancelable by
days to
to the erection or
mentioned herein
effect except for
of 7
event insurance
10. Clear Channel
the School Board, County and
11. Upon a space basis, the County shall
service announcements to be advertised within shelters.
announcements shall be removed by Channel Outdoor, in
Outdoor rents such advertising space, upon five (5) days notice by Outdoor to
County. The cost of preparation installation such public service announcements shall
paid by the County.
Bus Shelter Ads Assmt. August 2005
Page of 7
12. All notices and other communications under this Agreement shall be in writing
and shall be delivered either personally, by telecopier or by certified mail, return receipt
requested, postage prepaid, to the parties at the following address:
To the County:
County Attorney
Post Office Box 1 066
Key West, Florida 33041
To Clear Channel Outdoor: Jasper Johnson, PresidentlGM
5800 NW 77 Court
Miami, FL 33166
All notices shall be deemed delivered at the time of hand delivery in the event of
personal delivery, upon receipt of telecopier copy, or upon receipt or rejection of certified mail, in
the event delivery is made by certified mail. Either party may change its address for the
purposes of receiving notices pursuant to this paragraph, providing such change is in writing,
which shall not be effective until actually received by the recipient party.
13. In the event either party shall fail to perform any of its obligations under this
Agreement, the performing party shall give notice pursuant to paragraph twelve (12) to the non-
performing party, which notice shall state the nature of the violation. The non-performing party
shall have thirty (30) days from the receipt of notice to cure such violation. In the event the non-
performing party shall fail to cure its violation of this Agreement within the thirty (30) day period,
the performing party shall have the option of terminating this Agreement by giving notice of
termination to the non-performing party effective upon delivery of the notice. In the event the
County shall terminate this Agreement pursuant to this paragraph, the County may order Clear
Channel Outdoor to remove its shelters/benches within thirty (30) days of termination at no cost
to the County. In the event Clear Channel Outdoor shall terminate this Agreement, Clear
Channel Outdoor may remove its shelters/benches within sixty (60) days of termination, and the
cost of maintaining or removing any shelters/benches remaining subsequent to the sixty (60) day
period shall be the sole responsibility of the County.
14. This Agreement in no way is to be interpreted to mean that Clear Channel
Outdoor has an exclusive agreement with the County to provide bus stop shelters/benches.
15. The bus stop shelters/benches will be located only in Florida Department of
Transportation rights-of-way within unincorporated Monroe County, Florida. In addition, the
Monroe County Department Public Works will coordinate each site and sign each permit to be
filed with the Florida Department of Transportation for the individual sites.
16. Miscellaneous:
a) Clear Channel Outdoor 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. If an auditor employed by the County or Clerk
determines that monies paid to Clear Channel Outdoor pursuant to this Agreement were spent
for purposes not authorized by this Agreement, Clear Channel Outdoor shall repay the monies
together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies
were paid to Clear Channel Outdoor.
Bus Shelter Ads Assmt. August 2005
Page 3 of 7
b) Governing Law, Venue, Interpretation, Costs, and Fees: 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 Clear Channel
Outdoor agree that venue will lie in the appropriate court or before the appropriate administrative
body in Monroe County, Florida.
The County and Clear Channel Outdoor 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.
c) 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 Clear Channel Outdoor 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.
d) Attorney's Fees and Costs. The County and Clear Channel Outdoor
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.
e) Binding Effect. The terms, covenants, conditions, and provisions of this
Agreement shall bind and inure to the benefit of the County and Clear Channel Outdoor and their
respective legal representatives, successors, and assigns.
f) 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.
g) Claims for Federal or State Aid. Clear Channel Outdoor and County
agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state
funds to further the purpose of this Agreement; provided that all applications, requests, grant
proposals, and funding solicitations shall be approved by each party prior to submission.
h) Adjudication of Disputes or Disagreements. County and Clear Channel
Outdoor 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
Bus Shelter Ads Assmt. August 2005
Page 4 of 7
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.
i) 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 Clear Channel Outdoor 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
Clear Channel Outdoor specifically agree that no party to this Agreement shall be required to
enter into any arbitration proceedings related to this Agreement.
j) Nondiscrimination. County and Clear Channel Outdoor 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 or Clear Channel Outdoor 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 patent 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) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the bases of
race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or
expression, familial status or age; and 11) Any other nondiscrimination provisions in any Federal
or state statutes which may apply to the parties to, or the subject matter of, this Agreement.
k) Covenant of No Interest. County and Clear Channel Outdoor 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.
I) Code of Ethics. County agrees that officers and employees of the County
recognize and will be required to comply with the standards of conduct for public officers and
employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to,
solicitation or acceptance of gifts; doing business with one's agency; unauthorized
compensation; misuse of public position, conflicting employment or contractual relationship; and
disclosure or use of certain information.
m) No Solicitation/Payment. The County and Clear Channel Outdoor
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
Bus Shelter Ads Assmt. August 2005
Page 5 of 7
consideration contingent upon or resulting from the award or making of this Agreement. For the
breach or violation of the provision, Clear Channel Outdoor 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.
n) Public Access. The County and Clear Channel Outdoor 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 Clear Channel Outdoor in conjunction with this
Agreement; and the County shall have the right to unilaterally cancel this Agreement upon
violation of this provision by Clear Channel Outdoor.
0) Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28,
Florida Statutes, the participation of the County and Clear Channel Outdoor 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.
p) 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.
q) 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 Clear Channel Outdoor agree that neither the County nor Clear Channel Outdoor 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.
r) Attestations. Clear Channel Outdoor 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.
s) 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.
t) 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.
Bus Shelter Ads Assmt. August 2005
Page 6 of 7
u) 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.
IN WITNESS THEREOF, the parties have hereunto set their hands and seal, the day
and year first written above.
(Seal)
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By:
Attest: DANNY L. KOLHAGE, CLERK
Deputy Clerk
CLEAR CHANNEL OUTDOOB-~
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NON-EXCLUSIVE AGREEMENT
THIS AGREEMENT, made and entered into this ~~i day of
~~.t:' ~ ' 1 9 9 0 , by and bet wee n M 0 n roe Co u n t y , a
munlclpal orporation organized under the laws of the State of
Florida, hereinafter referred to as the "County" and Flutie
Enterprises of the Florida Keys, Inc., a Florida corporatio~,
hereinafter referred to as the "Company".
WITNESSETH:
WHEREAS, the Company lis a corpor at ion organ i zed under the
laws of the State of Florida and licensed to do business in the
State of Florida; and
WHEREAS, the Company is in the business of erecting and
maintaining bus stop shelters/benches for use by the general
public for the purpose of selling and placing advertising within
certain of said bus stop shelters/benches; and
WHEREAS, Monroe County desires to supply residents with
shelter from inclement weather at bus stops and proposes to
supply said need at no cost to the County.
NOW THEREFORE, in consideration of the foregOing it is
stipulated and agreed as follows:
1. The Company shall own and erect bus Shelters/benches,
substantially as described and depicted on attached Exhibit "A",
sites located on the public right-of-way within the County. Said
sites shall be selected by both parties, and shall be located
only at official Bus stops. At all times during the term of this
Agreement, the bus shelter/bench structures shall remain the
property of the Company and the land upon which the bus
shelters/benches are erected, shall remain as a public right of
way. This Agreement shall not be construed to impose any
obligation on the Company to maintain such land other than as
necessary in erecting and maintaining the ?US shelters/benches.
2. The Company may sell and place advertising in the bus
stop shelters/benches. All advertising revenues shall be payable
solely to the Company. If the County reasonably objects to any
advertisement, such advertisement shall be removed on written
request of the County.
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3. The Company shall erect, install, light, clean,
maintain, repair or replace in compliance with all applicable
codes, these shelters/benches at no cost to the County. General
maintenance shall be performed bi-weekly and damage to the
shelter/bench shall be repaired within forty-eight (48) hours of
the time said damage is reported to the Company.
4. During the term hereof, the Company agrees to indemn~~y
and hold harmless Monroe County, its officers, agents, employees,
against any and all claims, losses, liabilities or expenditures
of any kind, including but not limited to court costs, expenses,
attorney's fees and sales tax, if any, accruing or resulting from
any and all suits, claims, demands, or damages of any character
or persons, or corporations, or property, by virture of the
design, construction, maintenance, of the bus stop
shelters/benches.
5. The Company shall provide, at its cost, a One Million
( $ I , 000 , 0 0 0 . 00) Do 11 a r li a b il i typO Ii c Y 0 fin sur an c e w her e i nth e
County is named as co-insured with licensed carriers acceptable
to the County. Said policy shall state that it is not cancelable
by the insurer or the Company without written notice to the
County thirty (30) days prior to the effective date of said
cancellation. Said insurance is a condition precedent to the
erection or placement of any bus stop shelters/benches. If the
insurance protection mentioned herein lapses, this agreement
shall immediately be void and have no further force and effect
except for the continuing duty of the Company to comply with the
provisions of paragraph 3 regarding indemnification. Company
shall also, in the event the insurance protection lapses,
immediately remove all shelters/benches from the public right of
way without notice from the County or at any cost to the County.
6. The Company shall coordinate and integrate the bus stop
shelters/benches with the School Board, County and Florida
Department of Transportation.
7. The Company shall pay to the County the sum of Three
Hundred Dollars ($300.00) per year, per shelter and Thirty
Dollars ($30.00) per year, per bench for every complete year and
prorated for partial years. Should this agreement be extended as
provided in paragraph 9 herein, the ComRany shall pay to the
County the Sum of Five Hundred Dolla~s ($500.00) per shelter and
Fifty Dollars (S50.00) per bench during the extended term.
8. The number of shelters/benches may be increased by
written agreement of the parties hereto.
9. The term of this contract shall be for five (5) years
from the date the County signs the contract. The contract may be
extended for an additional five (5) years if agreed to by both
parties herein.
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10. Upon a space available basis, the County shall allow
County-approved public service announcements to be advertised
within the shelters. Any such public service announcements shall
be removed by the Company, in the event the Company rents such
a d v e r tis in 9 spa c e, u po n f i ve (5) day s not ice by the Com pan y to
the County. The cost of preparation and installation of such
public service announcements shall be paid by the County.
11. All notices and other communications under th.ls
Agreement shall be in writing and shall be delivered either
personally, by telecopier or by certified mail, return receipt
requested, postage prepaid, to the parties at the following
addresses:
To the County:
County Attorney's Office
310 Fleming Street
Key West, Florida 33040
To the Company: Flutie Enterprises
300 S. Pine Island Rd., Suite 105
Plantation, Florida 33324
All notices shall be deemed delivered at the time of hand
delivery in the event of personal delivery, upon receipt of
telecopier copy, or upon receipt or rejection of certified mail,
in the event delivery is made by certified mail. Either party
may change its address for the purposes of receiving notices
pursuant to this paragraph, providing such change is in writing,
which shall not be effective until actually received by the
recipient party.
12. In the event that either party has recourse to court
action in order to enforce this Agreement, the prevailing party
shall recover court costs, including attorney's fees on the trial
or appellate level, from the non-prevailing party.
13. In the event either party shall fail to perform any of
its obligations under this Agreement, the performing party shall
give notice pursuant to paragraph eleven (11) to the non-
performing party, which notice shall state the nature of the
violation. The non-performing party shall have thirty (30) days
from the receipt of notice to cure such violation. In the event
. the non-performing party shall fail to cure its violation of this
Agreement within the thirty (30) day period, the performing party
shall have-the option of terminating this Agreement by giving
notice of termination to the non-~erforming party effective upon
delivery of the notice. In the event the County shall terminate
this Agreement pursuant to this paragraph, the County may order
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the Company to remove its shelters/benches within thirty (30)
days of termination at no cost to the County. In the event the
Company shall terminate this Agreement, the Company may remove
its shelters/benches within sixty (60) days of termination, and
the cost of maintaining or removing any shelters/benches
remaining subsequent to the sixty (60) day period shall be the
sole responsibility of the County.
14. Flutie Enterpr ises hereby acknowledges and agrees tl1at
this Agreement in no way is to be interpreted to mean that Flutie
Enterprises has an exclusive agreement with the County to provide
bus stop shelters/benches.
15. The bus stop shelters/benches will be located only in
Florida Department of Transportation ~ights of way within Monroe
County, Florida. In addition, the Monroe County Department of
Public Works will coordinate each site and sign each permit to be
filed with the Florida Department of Transportation for the
individual sites.
IN WITNESS WHER~OF, the parties hereto have caused these
presents to be executed the date and year indicated below each of
its names.
Signed, Sealed and Delivered
in the Presence of:
Date:
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MONROE COUNTY
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BYI Mayor
DANNY L. KOLHAGE, Clerk
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APMOVED AS~ro fORM
AND LEGAL SUFFICIENCY,
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ADDENDUM TO NON-EXCLUSIVE AGREEMENT
THIS ADDENDUM TO AGRE MEN:I' is made and entered into this
t21~t day of , 1994, between Monroe
County, a municipal corpora ion organized under the laws of the
State of Florida, hereinafter referred to as t@ "CouQ:t:.y" ~::and
Flutie Enterprises of the Florida Keys, In~ ,_ a J:>.Flo~da
corporation, hereinafter referred to as "Compan~'cin ~de1"=' to
amend that certain agreement between the parties-;-dated~Janqary
24, 1990, as follows: I '
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WHEREAS, the aforementioned agreement has an opgon-"to
extend the contract for an additional five (5) years if agreed to
by both parties; and
WHEREAS, the aforementioned agreement increases the shelter
fee amount to Five Hundred Dollars ($500.00) per shelter and
Fifty Dollars ($50.00) per bench during the extended term; and
WHEREAS, both parties have agreed to renegotiate the fee
amount during the extended term.
NOW THEREFORE, in consideration of the foregoing it is
stipulated and agreed as follows:
1. The Company shall pay to the County the sum of Six
Hundred-Fifty Dollars ($650.00) per year, per shelter
and One Hundred Dollars ($100.00) per year, per bench
for the first three years of the Extended Agreement.
On the fourth and fifth years of the Agreement the
contract amount shall be adjusted annually in
accordance with the percentage change in the Consumer
Price Index (CPI) for Wage Earners and Clerical
Workers in the Miami, Florida area index, and
shall be based upon the annual average CPI
computation from January 1 through December 31 of the
previous year.
2. The term of this extended contract agreement shall be
for five (5) years from the date the County signs the
contract.
3. The contract may be further extended for an additional
five (5) years if agreed to by both parties herein.
4. If the contract is further extended then the fee for
each bus shelter and bus bench shall be renegotiated.
Page Two
Addendum to Non-Exclusive Agreement
Flutie Enterprises of the Florida Keys, Inc.
5. In all other respects, the agreement between the
parties dated January 24, 1990, remains in full force
and effect.
IN WITNESS THEREOF, the parties have hereunto set their
hands and seal, the day and year first written above.
BY:
COUNTY COMMISSIONERS
COUNTY, FLORIDA
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(Seal)
Attest: DANNY L. KOLHAGE, CLERK
BY: 1k~ e. ~,~
Deputy Clerk /
FLUTIE ENTERPRISES OF THE
FLORIDA KEYS, INC.
;:f~~~ BY:
Witness FUDRENCECARNfiCHAEL
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Wi tness fr~r;:".J . -CLlnt...1:-
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APP't%r:U:FORM
., ANC K tJl~CY.
At1<<noy'3 Office
CONSENT TO ASSIGNMENT AND SECOND AMENDMENT
OF NON-EXCLUSIVE AGREEMENT
THIS CONSENT TO ASSIGNMENT AND AMENDMENT OF NON-EXttUSIVE
AGREE~NT (the "Amended Agreement"), is made and entered into this 17 day of
M , ~, between Monroe County, a municipal corporation
organized under the laws of the State of Florida, hereinafter referred to as the "County",
and Eller Media Company, a Florida corporation, in order to amend that Non-Exclusive
Agreement between the parties dated January 24, 1990, as modified in the Addendum
to Non-Exclusive Agreement dated April 21, 1994, hereafter collectively referred to as
"Original Agreement".
WITNESSETH:
WHEREAS, Monroe County desires to consent to the assignment of the Original
Agreement to Eller Media Company;
WHEREAS, the Original Agreement has an option to extend the contract for
additional five (5) year terms if agreed to by both parties;
WHEREAS, the Original Agreement as modified in the Addendum, increased the
shelter fee amount to Five Hundred Dollars ($500.00) per shelter; and
WHEREAS, both parties have renegotiated the fee amount as reflected in of this
Amended Agreement,
NOW THEREFORE, in consideration of the foregoing it is stipulated and agreed
as follows:
1, Monroe County hereby consents to the assignment of the Original
Agreement to Eller Media Company, Except as modified in
Paragraphs 2-6 of this Amended Agreement, Eller Media Company
agrees to be bound by all the terms and conditions in the Original
Agreement.
2, Eller Media Company shall pay in advance to the County the sum
of Six Hundred-Ninety Dollars ($690,00) for the first year, per
c - shelter with advertising on both panels, for the second year the
~ I ~ ~ Company shall pay in advance to the County the sum of Seven
tj 52 ~. .:~undred-Ten Dollars ($710.00) , for the third year the Company
a:: ~ s~~all pay in advance to the County the sum of Seven Hundred-
~ \0 ~~ghirty Dollars ($730,00) , for the fourth year the Company shall pay
lJ.. N :::x:~ advance to the County the sum of Seven Hundred-Fifty Dollars
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($750,00) , for the fifth year the Company shall pay in advance to
the County the sum of Seven Hundred-Seventy Dollars ($770,00)
under this Amended Agreement. For any additional shelters
installed in excess of those currently installed, the payment to the
County will be prorated,
3, The term of this Amended Agreement shall be for five (5) years
from the date the County signs this Amended Agreement.
4. The Amended Agreement may be further extended for additional
five (5) year terms if agreed to by both parties herein,
5, If the Amended Agreement is further extended, then the fee for
each bus shelter and bus bench shall be renegotiated,
6, This Amended Agreement shall not apply to any shelter located
within a municipality, Upon, and pursuant to the written request of
the District School Board of Monroe County, the Company shall
promptly relocate any designated structure to another designated
location or remove it.
7, In all other aspects, the Original Agreement remains in full force
and effect.
IN WITNESS THEREOF, the parties have hereunto set their hands and seal, the
j " ar first written above,
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Attesl' DANNY L. KOLHAGE, CLERK
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BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
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By:
APPROVED AS TO FORM
AND GAL SUFF CIE CY,
Witness
Page 2 of 2
MIA-420853-1
IIfELLERsM
SOUTH FLORIDA DIVISION
5800 N, W. 77th Court
Miami, Florida 33166
Telephone 305/592-6250
Broward Tel 954/527-5777
Fax 305/477-0743
www.ellermedla.com
May 18, 2000
VIA FEDERAL EXPRESS
Mr. Jim Hendrick
County Attorney
Monroe County
502 Whitehead Street
Courthouse Annex 3rd Floor
Key West, FL 33040
Re: Consent to Assignment and Second Amendment
Dear Mr. Hendrick:
Enclosed please find an original Consent to Assignment of Agreement between Monroe
County and Eller Media Company, This document is executed by John Jacobs, President
of South Florida Division, Eller Media Company, Upon fully executing the enclosed
Assignment and Second Amendment, a copy for our files would greatly be appreciated,
All of us at Eller appreciate the opportunity to continue our partnership with Monroe
County and we look forward to many years of continued service,
If I may be of further assistance to you or your staff, please do not hesitate to contact me
directly at 305-592-6250.
Best regards,
OMPANY
Steven J. Alexander
Director of Government and Community Relations
ELLER MEDIA COMPANY A Clear Ch8nneI Company