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09/08/1999 FAX DATA BUSINESS STATION AGREEMENT ~ This License Agreement is entered into this Y day of -::ii" V T , 1999, by and between Monroe County, a political subdivision of the State of Florida, whose address is Key West International Airport, 3491 South Roosevelt Blvd., Key West, FL 33040. hereafter County. and Arlen Communications, Inc., a Florida corporation, whose address is 15 Stillwright Way, Key Largo, FL 33037, hereafter Licensee. In consideration of the mutual promises and benefits set forth below, the parties agree: 1) The County grants the Licensee a non-exclusive license to place a data-fax business station (the station) within the building area of Key West Internatio_nal Airport (Airport) depicted on Exhibit A. Exhibit A is attached to this license agreement and made a part of it. The precise location of Licensee's station within that area is. however, subject to the discretion of the Airport Director whose determination is final. If, after the initial placement of the station, the Airport Director determines that pedestrian traffic patterns. counter or gift shop placement, or other events, require the relocation of the station to another site within the area shown on Exhibit A. t!te Dire~r, irTilis 00 \,Q r= discretion. may require such relocation. The initial station installation and any sUbs~i,t ~c~n m::x;-< ('"'). r- N .." costs are the responsibility of the Licensee. g~~ ~ ~ z. Cl -I ("j r" )::100 ::0 2) a) The term of this agreement is five years commencing on JU'lV"g3, m9. ~he Licensee, if not in breach of any of the terms and conditions of this agreeme~ ~ r~ew::this agreement for an additional five year term by furnishing the County written notice?>on or bR>or~IY 20, 2004. b) Upon termination of this agreement, whether by the expiration of the term(s) or for any other cause, the Licensee must remove the station from the Airport within ten days of the termination date. If the station is not removed within that tiIT}e period, the Licensee agrees that it considers the station as having no intrinsic value, that the County may treat the station as abandoned property, and dispose of the station as provided in Chapter 705, FS. c) The Licensee acknowledges and agrees that it may provide fax and non-voice data transmission services only. Under no circumstances may the Licensee offer public telephone service. d) The County must keep available and maintain public access to the Licensee's station and agrees to pay the electric utility costs for the station. The Licensee is responsible for all other costs attributable with the operation of the station. 3) As an inducement for the County to enter into this agreement the Licensee must pay to the County. on or before the commencement date described in subparagraph 2(a), the sum of $20.00. Thereafter. the Licensee must pay the County the percent of the station's net receipts depicted on Exhibit B for each calendar month. Exhibit B is attached to this agreement and made a part of it. Net receipts, for the purposes of this agreement, means the gross receipts generated by the station minus: the local telephone charge, long distance charges, credit card processing fees, maintenance expenses, and fax cover sheets, attributable to the operation of the station. The ~ . Licensee agrees to keep its financial records attributable to the operation of the station according to generally accepted accounting principles and to make those records available to County representatives during normal business hours (9 AM - 5 PM, Monday through Friday, major holidays excepted). The percentage of net receipts require(j by this paragraph must be paid by the Licensee to the County on or before the 15th day of the month following the month in which the receipts were collected. 4) The Licensee for himself, his personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that (1) no person on the grounds of race, color, or national original shall be excluded form participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said station, (2) that the Licensee shall use the station and license site in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A. Office of the Secretary, Part 21, Nondiscrimination in Federally-assisted programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. That in the event of breach of any of the above nondiscrimination covenants, the County shall have the right to terminate the lease and to re-enter and as if said lease had never been made or issued. The provision shall not be effective until the procedures of Title 49, Code of Federal Regulations, part 21 are followed and completed including exercise or expiration of appeal rights. 5) This license agreement and all provisions hereof are subject and subordinate to the terms and conditions of the instruments and documents under which the County acquired the license site from the United States of America and shall be given only such effect as will not conflict 2 . . or be inconsistent with the terms and conditions contained in those instruments and any existing or subsequent amendments thereto, and are subject to any ordinances, rules or regulations which have been, or may hereafter be adopted by the County pertaining to the Key West International Airport . 6) Notwithstanding anything herein contained that may be, or appear to be, to the contrary, it is expressly understood and agreed that the rights granted under this agreement are nonexclusive and the County reserves the right to grant similar privileges to another Licensee(s) on other parts of the Airport. 7) Notwithstanding the commencement date set forth in subparagraph 2(a), the Licensee may not set up its station at the Airport and commence operation until it has provided proof satisfactory to the County's Director of Risk Management that it has in force and effect the insurance required in Exhibit C. Exhibit C is attached and made a part of this agreement. If the insurance required by this paragraph and Exhibit C is terminated. lapses or the carrier reduces coverage, then the Licensee must immediately inform the County's Director of Risk Management and obtain replacement coverage. Replacement coverage must be obtained within ten days from the effective date of the lapse, termination or reduction in coverage. During the time when the Licensee has no, or reduced insurance coverage, the Airport Director may, in his discretion, require the cessation of the station operation. 8) a) This agreement will automatically terminate if the operation of the Airport is prevented, due to any cause, for a period of 90 days or more. During any period when the Airport is not in operation the parties obligations under this agreement will be suspended and neither party liable to the other for breach or failure to perform during sucf:1 period of suspension. If terminated under this subparagraph, neither party will have any further liability or obligation to the other, except that the Licensee will remain obligated to pay the net receipts for the final month of Airport operation (or prorated portion if not a full month). b) Either party may terminate this agreement without cause by giving notice in writing to the other party 30 days or more in advance of the termination date. If the agreement is terminated pursuant to this subparagraph, the terminating party will have no liability or obligation to the nonterminating party as a result of the termination, except that the Licensee will remain obligated to pay the final month's (or prorated portion if not a full month) net receipts. c) Either party may terminate this agreement for cause. If terminated for cause, the non breaching party must give five days written notice to the breaching party demanding a correction of the asserted failure to perform. If the failure is not corrected within ten days of the delivery of the notice to the breaching party. then the nonbreaching party may consider this 3 agreement terminated for cause. The parties agree that in the event of termination for cause the prevailing party may recover only damages in contract and agree that non-contract or tort damages are not available. If litigation results, the prevailing party is entitled to a reasonable market value attorney's fee. 9) All written notices necessary under this agreement will be considered delivered when delivered to the addresses first written above. 10) This agreement has been carefully reviewed by both the Licensee and the County. Therefore, this agreement is not to be construed against any party on the basis of authorship. 11) This agreement represents the parties' final and mutual understanding. It replaces any earlier agreements or understandings, whether written or oral. This agreement cannot be modified or replaced except by another signed agreement. 12) The waiver of the breach of any obligation of this agreement does not waive another breach of that or any other obligation. 13) This agreement is governed by the laws of the State of Florida. Venue for any litigation arising under this agreement must be in Monroe County, Florida. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA . .. tJ.\ \ .,.II~.a...,... .~ .~ ~ By "'^-J ------'" Mayor/Chairman (SEAL) ATTEST: By Title jconvdatafax ~ I ~ r qi:\ .- , .- --- - I." / i " r, ,-/:r .::.- - ~=- -~ ............ \~'l:DI'~ , I. I I I J ! \ . --f- - - - \--7''''~'~u"", ~~t:. l I o. 'R ';1 (...t. -:;.. \,_ -, 'r~ -...I O. 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DATA FAX PI-lONE COMMISSION SCALE $ o - $ 750 25% $ 751 - $1375 40% $1376+ 43% . . NOTICE TO CUSTOMER: 1) We appreciate tlte confidelltiali(I' you maintain when gil'illg us tltis opportlllti(1' to earn your busilless. 2) All pages cOlltailled hereill or attached hereto are the property of Arlell COllutumicatiolls, IlIc. AllY productio/l, reproductioll, facsimile or duplicatiOtI without the express writtell permissioll of Arletl Comllumicatio/ls, ItIC- is prohibited. '. " EXHIBIT 'c' INSURANCE REQUIREMENTS 1996 Edition MONROE COUNTY, FLORIDA RISK MANAGEMENT POLICY AND PROCEDURES CONTRACT ADMINISTRA nON MANUAL General Insurance Requirements for OrganizationslIndividuals Leasing County-Owned PropertY Prior to the Organization or Individual taking possession of the property owned by the County, or commencing its concessionaire operations, the OrganizationlIndividual shall obtain, at his/her own expense, insurance as specified in the attached schedules, which are made part of this lease/rental agreement. The OrganizationlIndividual will not be permitted to occupy or use the property until satisfactory evidence of the required insurance has been furnished to the County as specified below. The OrganizationlIndividual shall maintain the required insurance throughout the entire term of this lease/rental agreement and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate termination of the lease/rental agreement and the return of all property owned by the County. The OrganizationlIndividual shall provide, to the County, as satisfactory evidence of the required insurance, either: . Certificate of Insurance or . A Certified copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non-renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the OrganizationlIndividual's insurance shall not be construed as relieving the OrganizationlIndividual from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, will be included as "Additional Insured" on all policies. They will also be named as "Loss Payee" with respect to Fire Legal Exposure. Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled "Request for Waiver of Insurance Requirements" and approved by Monroe County Risk Management. Administration Instruction #4709.3 2g 1996 Edition MONROE COUNTY, FLORIDA RISK MANAGEMENT POLICY AND PROCEDURES CONTRACT ADMINISTRATION MANUAL Indemnification and Hold Harmless for Organizations/Individ uals Leasing County-Owned Property The Organization/Individual covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of the Organization/Individual utilizing the property governed by this lease/rental.agreement. The extent ofliability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. PROP Administration Instruction #4709.3 IOO 1996 Edition GENERAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: . Premises Operations . Products and Completed Operations . Blanket Contractual Liability . Personal Injury Liability . Expanded Definition of Property Damage The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $ 1,000,000 per Occurrence $ 100,000 Property Damage 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 after the effective 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 policies issued to satisfy the above requirements. GL3 Administration Instruction #4709.3 55 1996 Edition 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 Hired Vehicles The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $1,000,000 per Occurrence $ 100,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. VL3 Administration Instruction #4709.3 82 1996 Edition WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440. In addition, the Contractor shall obtain Employers' Liability Insurance with li~ts of not less than: n $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self- insurer, the County shall recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. wet Administration Instruction #4709.3 87 1996 EdiaIcln MONROE COUNTY t FLORIDA Request Fo~ Waiver of : Insuranee Requirementl h is "'qUOSled that the iml.....imn..... .. .~1I<d ill the'c-,>,,' SChedule of 1- .....- be wajvecl or modified on the ollowing contJ'aCt. , Contractor: r/{7t'/ CC>1'1?/?,;U;','cdf'lr'(JI1, IhC. Phone: io--- I i i K-e y u/..e5-f ;P-n ;'--t'rnt:d- "(!Ih?,!! /J,'rpdlr 1- / s- s/iJI vyr/~), f U/&iY ~f L-ctr~ I Ft... ~ 303 7 ~CJ~- '/S3-CJ3 03 -r n S y.,q/(. 0 ne ,D ~ >4~hrJ~ 8~ - 01J.5.'frucj,'~Y) W~r<J A Contract for: : "--- I AddresS of Contrattor: Scope of Work: i Signacure of Con~to,;Li- I I IA eel _ . Not Approvc~, , 0.. I LJ ~ f2,r{H?.~ ~! ~ I q 4 rL}I/~ c.{) (!) r): ~ 5c k() l by w,"4 tUM , Rnson for Waiver. C&UVlf-v , Policies Waiver ",ill apply to: /' -f? ..s / 'ce.a Risk Management Date , CounIY Admill- t, : ApProved: , . Not Approved: Date: Board of Count)' COD1mi8~ioners appeal: I : Approved; Not Approved: Meeting Date: Administration Instruction "4109.2 103 , '., .~. , t~~\)-~\, --''\ .. \ 'It;;, ;'" ~ \ ,;.y .' ~0 ,/' c~ . ~. <{(J$: ,,'{S_i~ ~ . ,~~- .' '> ;,...-:::/", ,\"'~ '\.'.) ,." ~r~ 07-09-1999 ... 1\1:", -, ,. , , ' STATE OF FLORIDA " DEPARTMENT OF LABOR AND EMPLOYMENT SECURITY . DIVISION OF WORKERS' COMPENSATION CONSTRUCTION INDUSTRY CERTIFICATE OF EXEMPTION FROM FLORIDA WORKERS' COMPENSATION LAW This certifies that the individual listed below has elected to be exempt from Florida Workers' Compensation Law. , EFFECTIVE DATE EXPIRATION DATE 06/24/1999 . 06/24/200'1 ':. J~'.~J.\ '1']3 f EXE~TED INq!~~AL N~~f. 'i:':")~ S.S.kj': , SWENTEK RICHARD A ;. s S - () 4 - " 469-64-8076 BUSINESS NAME ARLEN COMMUNICATIONS INC ;\ :,:.~::.. ':-:, \ H _'./\/'" '. ~> _: ... FEIN 650340847 BUSINESS ADDRESS 15 STILLWRIGHT WAY KEY LARGO' FL 33037 NOTE: pursuant toChaptet' '440.10(1);{g),2 F.S., a sole proprietor, partner, or an officer of a corporation who electsrexemption from the Florida Workers' Compensation Law may not recover benefits or compensation under Chapter 440. I OEIIARTMlNT OF LAlOR ANa EMPLOYMENT SlCURITY DIVISION OF WORKERS' COMPENSATION PL:EAS!'-(:U1OUT-THE -C~D BEi.ow AND RETAIN FOR FUTURE REFERENCE ~ :.~ -', .... ~." ,....., .-- -.;.' .. .,'" v CONSTRUCTION INDUSTRY CERTIFICATE OF EXEMPTION FROM FLORIDA WORKERS' COMPENSATION LAW EFFECTIVE ',DATE 06'24'1999 EXPIRATlONDATE 06'24'2001 EXEMPTED PERSON LAST NAME SWENTEl< , _ c';--::>" F,IRST NAME RICI:IARD_~\. SOCIAt3$EClJI4}:J:'L~pER ' BUSINESS' NAME' " NOTE: Pursuant to chapter 440.10(1).(9),2. F.$" a sole protrietor, partner, or officer. of a corporation who elects exemption from the Florida Workers' Compensation Law may not recover benefits or compensation under Chapter 44 O. ,,' r ~.~~::Z::: - ..........,'~~~_.. ~ -: ' r.' UT HER E=