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4th Amendment 05/17/2023 Kevin Madok, CPA Clerk of the Circuit Court& Comptroller— Monroe County, Florida DATE: 'flay 12, 2023 TO: Ricliar(I Stricklarid Director of Airports ATIN: Belli Leto, Deputy Director & A(brinustratioii FROM: Particla G. Haricor]�, SUMECT: Nlav 17" 110CC Meeting Attaclied are electronic copies oftlie following items for your liaii(11111g: 11. Ageenicrit witli 'Flic Soutlicrit Group offlon(la, litc. ['or prol'essional lobbying services oii beliall'ot'llic Key NN'cst International Airport in the amount ol'$8 1,000.00 per year. 'I'lle contract is Itill(led by Airport Operating Fund tO t. U7 V' Extension A.,p-cciiicrit witli local contractor Andersori Outdoor Advertising, Inc. extcii(firig dicir advertising agency agreement at die Key`Vest Iiiteriiatimial Airport for five (5) a(Witioital years and once view advertising space is available Hi the iicw Concourse A. illoliddy revenue paid to dic Airport increases from (;O(,V) to 70% (or a iiiiiiiintirn of'$16,667.00 per molit.11, w1i1cliever is greater). Slioul(l you liavc aiiy questions please feel tree to coittact iiie at (305) 292-3550. CC: County Attorney Filialice File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 3300 Plantation Key, Florida 33070 FOURTH EXTENSION AGREEMENT" ANDEI SON OUTDOOR ADVERTISING AGENCY KEY WEST INTERNATIONAL AIRPORT THIS FOURTH EXTENSION AGREEMENT hereinafter "Agreement" is made and entered into this 17111 day of May, 2023, 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 9 Azalea Drive, Key West, FL 33040, hereinafter "Contractor". The parties agree as follows: WHEREAS, on the 191 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 17th 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, on the 21 st day of May 2014, the parties entered into a Third 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 third extension provided for a term of 10 years beginning on November 31, 2014, and terminating on November 30, 2024; and WHEREAS,the parties are herein agreeing to terminate the third extension effective May 16, 2023; and WHEREAS, in exchange for entering into this fourth extension, the Contractor has agreed to continue to provide the scope of services previously agreed to in the third extension and then modify the terms of the scope of services upon being notified that the new Concourse A advertising space is available and to also increase the guaranteed minimum monthly revenue. NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as follows: Page 1 of 17 1. EFFECTIVE DATE TERM. The effective date of this Fourth Extension is May 17, 2023. The Parties agree the termination date of the Third Extension shall be effective May 16, 2023. The term of this Fourth Extension will be for a period of five (5) years beginning on May 17, 2023, and terminating May 16, 2028. 2. SCOPE OF SERVICES:. i) From the period of May 17, 2023, through November 30, 2024 (or until the new advertising space is available in Concourse A), 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. 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. Four 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. ii) The County will own and shall pay for the installation and maintenance for new advertising screens measuring 90 feet by 4.5 feet for use by Contractor in the baggage claim area as part of the new Concourse A project. From the date the new advertising 2 space is available in Concourse A as set forth in Article 3b. herein, the Contractor services shall include, but not be limited to,the following: a. Obtain advertisers. b. Contract for space. C. Contractor agrees to maintain a minimum of 25 actively advertising clients during the term of this Agreement. d. Contractor agrees to submit a monthly report. The report shall include a listing of each actively advertising client by name, the screen location where the ad is being run, the screen size of the ad, the ad rotation timing/duration and the ad pricing. e. If the minimum number of advertiser clients is not met or maintained over a three-year period, a new RFP will be issued. National advertising opportunities in the Concourse A Terminal shall be negotiated between the Executive Director of Airports and the Contractor, and written approval shall be provided by the Executive Director to the Contractor. 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. PAYMENT. All payments shall be made to County monthly by check for the prior calendar month. The monthly payment from the Contractor to the County shall be as follows: a. From May 17, 2023, through May 16, 2028 (or until the new advertising space is available in Concourse A): the greater of 60% of the prior month's income or$9,000 b. From the date the Contractor is advised by the Executive Director of Airports in writing that the new advertising space is available in Concourse A: the greater of 70% of the prior month's income or $16,667.00. If any payment is not made within the first fifteen (15) days after the end of the month during which the advertising income was received by Contractor, the Contractor shall pay interest thereon, computed at the rate established under Sec. 55.03, Florida Statutes, for the year in which the payment became overdue. 4. BOOKS RECORDS and DOCUMENTS. Contractor shall maintain all books, records, and documents directly pertinent to performance under this agreement in 3 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. 5. 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. 6. 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. 7. 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. 8. 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. 4 9. COMPLIANCE WITH NON-D1S "IIMINATION LAWS. Contractor shall furnish all services authorized under this Agreement on a fair, equal and non-discriminatory basis to all 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 VII of the Civil Rights Act of 1964 (PL 88-352), which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC §§ 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 § 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC §§ 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, §§ 523 and 527 (42 USC §§ 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 §§ 3601 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 §§ 12101), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, 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. 10. INSURANCE. The Contractor shall maintain insurance coverage through the term of this contract in accordance with Exhibit A. 11. IIO:I.,D HARMLESS; INDEMNIFICATION-, DEF .'N'SE, RELEASE, SU VIV.AL. 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, 5 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, 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. 12. RULES AND EGULATIONS. 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. 6 13. 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 properly 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. f) 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 7 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 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 8 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. (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 9 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. 14. GOVERNING LAWNENU . 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. 15. ENTIRE AGREEMENVE T NSION. This writing embodies the entire agreement and understanding between the parties hereto, and there are not other agreements and 10 understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. Any amendment to this Fourth Extension shall be in writing, approved by the Board of County Commissioners, and signed by both parties before it becomes effective. 16. 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. 17. PERSONAL P1 OPFRr . 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. 18. 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: For Contractor: Airport Manager John H. Anderson, President Key West International Airport Anderson Outdoor Advertising, Inc. 3491 S. Roosevelt Boulevard 9 Azalea Drive Key West, FL 33040 Key West, FL 33040 19. AUT140RIZED 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. 20. FEDERAL SIJBORDINATION. 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. 11 21. RIGHTS OF COUNTY AT AIRPOR 1'. The County shall have the absolute right, without limitation, to repair, reconstruct, alter or add to any structure and facilities at the Airport, or to construct new facilities at the Airport. The County shall, in the exercise of such right, be free from any and all liability to the Contractor for business damages occasioned during the making of such repairs, alterations and additions, except those occasioned by the sole act of negligence of the County, its employees or agents. 22. RIGHTS RESERVED. Rights not specifically granted the Contractor by this Agreement are reserved to the County. 23. 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. 24. 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. 25. PUBLIC EN 1"ITY 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. 26. AT"fORNE 'S FENS and COSTS. The County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any parry 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 12 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. 27. 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. 28. 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. 29. ADJUDICATION OF DISPUTES OR DISAGREEMENTS,AGREEMENTS, 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. 30. QQ PERXrIC11 . 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. 31. CCVI: A: T 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. 32. 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 13 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. 33. PUBLIC ACCESS. Public Records Compliance. Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing parry, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (a) Keep and maintain public records that would be required by the County to perform the service. (b) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the County. (d) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request 14 from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (e) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292- 3470, BRADLEY-BRIAN@MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, 1111 12th STREET, SUITE 408, KEY WEST, FL 33040. 34. NON-WAIVED. OF IMMU'N1'FY, 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. 35. PRIVILEGE'S 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. 15 36. LEGA1. O�I�IC�ATIO'C�1S AN RI SI'ONSII3ILI.I`II�S, 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. 37. NON'-REEfANCEI BY NON-P'AR"PIES. 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-parry 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. 38. 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 Vendor Certification Regarding Scrutinized Companies. 39. NO PI RSQNAL 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. 40. 1YX:.ECUTION 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. 41. 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. 16 T, 42 W.. MMU V TI TUAL RE"' "'- This agreement has been carefully reviewed by Contractor and - - -.1.............. the County; therefore this agreement is not to be construed against either party on the basis of authorship. 43. 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 defaultibreach occurrences described in subparagraphs (a), (b), or (c), the County's Executive 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. SS VMEREOF, the parties have set their hands and seal the day and year first BOARD OF COUNTY COMMISSIONERS VIN MADOK, CLERK OF MONROE UNTY, FLORIDA 0 By By As Deputy Clerk Ma or Craig Cates NFIOE=COUNTY ATMIRIJNEY ANDERSON OUTDOOR ADVERTISING, INC. T FORM P ASSI NTY ATTORNEY By Date 5/9/23 14 k. ANDERSON, President r- r-ri CD 17 April 22. NN-1 EXHIBIT A Iq Iti;rtay; GENERAL LIABILITY INSURANCE REQUIREMENT'S FOR CONTRACT MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by dlis contract, the Contractor shall obtain General Liability Insurance. Coverage shall be maintained throughout the li include, as a minimum: fe of the contract and • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability • Expanded Definition of Property Damage The minimum limits acceptable shall be: S1,000,000 Combined Single Limil (CSL) If split limits are provided, the minimum limits acceptable shall be: S 500,000 per Person S 1,000,000 per Occurrence = - S 100,000 Property Damagc An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or a(ler the c1lective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all pblicics issued to satisfy the above requirements. AdminiMralivc irrdnKIlUn G1.3 u47o9.1 56 VEHICLE LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Recognizing that the work governed by this contract-requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for:. • Owned, Non-Owned, and Ilired Vehicles The minimum limits acceptable shall be: $100,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: S 50,000 per Person $100,000 per Occurrence $ 25,000 Property Damage. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. Administrative hriaklion V L l 1 as AY).1 75 PUBLIC ENTITY CRIME STATEMENT "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 on leases of real properly to public entity, may not be awarded or perform work as a CONTACTOR,supplier,subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287,017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." 1 have read the above and state that neither Andersoji Outdoor Advertising (Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. (Sig t re) Late: STATE OF: Florida COUNTY OF: Monroe Subscribed and sworn to (or affirmed) before me, by means of® physical presence or ❑ online notarization, on 5.9.2023 (date) by John Anderson (name of affiant). He/She is_personally known to me or has produced (type of identification) as identification. NOTARY PUBLIC SVILENA VALCHEVA Notary Public-state of Florida g� � � Commission#GG 965675 My Commission Expires: ' i *. My Comm.Expires Mar 4,2024 Bonded through National Notary Assn. SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE Anderson Outdoor Advertising,Inc. kl (Company) "...warrants that he/it has not employed, retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion„ terminate this Agreement without liability and may,also, in its discretion,deduct from the Agreement or purchase price,or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee." MW (Si rta re) Date: +" STATE OF: Florida COUNTY OF: Monroe Subscribed and sworn to(or affirmed) before me, by means of ED physical presence or❑ online notarization, on 5.9.2023 (date) by John Anderson (name of affiant). He/She is e or has produced (type of prso "ally known(p_r�r..�.._. identification) as identification. TARY PUBLIC c nded through National nct—, My Commission Expires: -- VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES Us rs Project Descriptions):_ Airport Advertising Respondent Vendor Name: Anderson Outdoor Advertising Vendor FEIN: 65-0317136.......... Vendor's Authorized Representative Name and Title: John Anderson, President Address: 9 Azalea Drive City- Key West State: FL Zip: 33040 .......... Phone Number: 305.797.6702 ............. ............. Email Address: aoakw@aol.com -...... ................ Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal,the company is on the Scrutinized Companies that Boycott Israel List,created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel, Section 287,135, Florida Statutes, also prohibits a company from bidding on, submitting a proposal for,or entering into or renewing a contract for goods or services of$1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which were created pursuant to s.215.473,Florida Statutes,or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified above in the Section entitled"Respondent Vendor Name" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List,the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287,135,Florida Statutes,the submission of a false certification may subject company to civil penalties, attorney's fees,and/or costs.I further understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria. Certified By: Anderson Outdoor Advertising ............ ..... who is authorized �c ipaiiy. to sign onbehia—lfoTt�e 1.11fiRn 'd Authorized Sign afore: Print Name,-__Jqh11............ e son Title: President - —------------- .............. Note: The List are available at the following Department of Management Services Site: Lvq ww.dtns.iii LILrl(ta.c,(,)iyL�LLtgjnq,5-_qp�Lra LkLn. �L ate kir M, 11,deci discri In 1 lratory-Co I ims vendor lists ANDEOUT-01 ATHO. CERTIFICATE OF LIABILITY INSURANCE 1 DATE(MMIDD/YYYY) _.... 71612022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. _. .......... IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer g0ts to the certificate holder in lieu of such endorsemen s. CONTACT John Darr Darr Schackow PRODUCER Agency -PHON o E�ct,.(888)337-9322.., _„•„•„• �i�c,No�(352)376-5 ^T G ape vWl e t N32607 nRoad LLC o�R� a. 741 Newberry d=-MAIL IN •,R),$,)AFFORDINC,COVERAGE „„„,P„,_--- NAJC# ,. . ...._—_... ._. INS I RER�A Nw_Insurance Co.Of Americ.a.�._...— 25463 INSURED IliedsInsurance Co of America .. 1 Q1 7 Anderson Outdoor Advertising Ib..uweR:.G— e.-_...............................� _ .... 9 Azalea Drive ....m........ ......... .. ..................�_-r Key West,FL 33040 INSURER E: m,,,,_. . .. .,. INSURER F . __- __. w.... .... .. COVERAGES CERTIFICATE NUMBER _....._..... � REVISION NU1IflBER�_m THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, .•I pEXCLU• IONS COMMERCIAL CONDITIONS I UN O N UCH_ADDL SIUBR.LIMITS ..�.m. .,...••UMBER.....,,,,, WWI)CY EF�PAID MPO CYD�I . TYPE of INSURANCE MITS SHOWN MAYNAY HAVE BEEN REDUCED B DAMAGE TO yenuMlrs ........ 1,000,000, TED 00 000 CLAIMS-MADE X occuR ACP5915051075 8/7/2022 8/7/2023Fatlx) IT O .LEPEXP(A,n ane,�rso� ___-� S��O....I _ ,,,, ... _ .._... ....— 1,000,000 p�6�•c�hlnJ.�asa,oyiNJURY ..._�.. . ___ .... mm If.... L ATE ENLAGGREGATf ER: POLICYJT PROACTa&OMP/OPA C..$_, ... 2,000000 C _- THF.R.. LOC .. $ _ ..... _. _ _ 000,000 B AUTOMOBILE LIABILITY �' AQD SINGLE LIMIT : 1�,,,,W^,.... ANY AUTO _ X ACP3048894871 7/10/2022 7/10/2023 B Y Irt1„I Y(aer ersan� $ _•_..,, D OWNE SCHEDULED AUTOS ONLY X AUTOS Per accGdent $ HIRED NON-OWNED PROPERY Ah9AM1GE AUTOS ONLY AUTOS ONLY ,mlPzrud.,-nC UMBRELLA LIAB. ..00CUR O q ; N EXCESS CLAIMS MADE AC AGATE. . O ..m„ $DED RE __- WORKERS COMPENSATION AR J9.TI_TE ] OTH AND EMPLOYERS'EMBER EXCLUDED? �NIA(Mandatory in BE E YINANY PROPRIETOR/PARTNER/EXECUTIVE FFICER/M M .L DISEASE )n.A.,EMPLOYEEti$_ _ If yes,describe under _ m DESCRIPTION OF OPERATIONS below ESL DISEASE-POU Y LIMIT. $ ......... _ ._.._.. .....�. ..... ..... .� DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:As Per Contract or Agreement on File with Insured. Monroe County BOCC is named as an Additional Insured for General Liability and Commercial Auto when required by written contract or agreement. All policy terms,conditions and exclusions apply. _ .......... _ . CERTIFICATE HOLDER CANCELLATION ......... SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County BOCC THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty ACCORDANCE WITH THE POLICY PROVISIONS. Insurance Compliance PO Box 100085-FX -- _...... Duluth,GA 30096 AUUTTHORIZED REPRESENTATIVE .......�.............-. � - .._._. ......... 5116, ............ _...... ..........,.•. - ....... ACORD 25(2016103) ©1988-2015 ACORD CORPORATION All rights reserved. The ACORD name and logo are registered marks of ACORD