872-20/20 Media Holdings TRANSIT SHELTER LICENSE AGREEMENT
THIS AGREEMENT ("Agreement" or "License Agreement") is entered into by
and between The CITY OF SANFORD, a Florida political subdivision ("City"), and
~ITNESSETH:
WHE~AS, the Ci~ has the authoriW to provide ~itten authorization to a
qualified private supplier for installing ~d operating ~sit shelters ("Trysit Shelters"),
including adve~ising at official bus route stops for the comfo~ ~d convenience of ~e
general public pursuit to Florida Statutes 125.01(1)~), 33Z408, ~d in ~y evem
p~su~t to the m~icipal powers bo~ propriet~ ~d gove~en~, grated it by the
State of Florida and the CiW Cheer. And
WHEREAS, 20/20 Media has proposed to build trysit shelters for public usage
associated with Seminole Co~'s mass trysit system (n.k.a. Lynx) at absolmely no cost
to the City and maimain s~e. A potion of the revenues received from adve~ising to be
displayed on ~e shelters ~11 be retmed to the City in consideration of this License
Agreement.
NOW, THE~FO~, BE IT AG~ED BETWEEN THE PARTIES
HE~TO AS FOLLOWS:
1. LICENSES G~NT. Pursuit to the te~s ~d conditions set forth
herein to the ~llest extem allowed by law, the City hereby grits to 20/20 Media a
exclusive license to use the rights-of-way of the road system wi~in the City for the
pu~oses of constructing, inst~ling, or erecting, ~d maimalning trysit shelters,
including adve~ising displayed thereon, for ~e comfo~ ~d convenience of the general
public, at designated stops on official bus romes of the L~x System ~d its successors or
assigns.
2. LICENSE FEE. For ~d in consideration of this license grit, 20/20
Media shall pay one half (~) to the Boy Scorns of America, Centr~ Florida Co~cil ~d
one half (5) to the Women's Club of S~ford ~ually, during the te~ of this License
Agreemere, a fee expressed as a percemage of 20/20 Media's gross ~nual receipts (gross
Trysit Shelter License A~eemem
Ci~ of S~ford / 20/20 Media
Page 1
receipts being the amount received by 20/20 Media less any non-related agency
commissions) attributable to its transit shelter operations pursuant to this Agreement
during the preceding calendar year. The annual fee shall be five percent (5%) of the
gross annual receipts. For purposes of this Agreement, gross annual receipts shall
include all revenues derived from advertising displayed on the transit shelters existing
pursuant to the authority of this license and shall include said revenues from such transit
shelters located on all public roads within the City. 20/20 Media shall file with the City,
within 90 days after the expiration of any calendar year or portion thereof during which
this License Agreement is in force, a complete statement covering 20/20 Media's
operation under this Agreement, prepared by a certified public accounting or other person
satisfactory to the City or its auditors, showing in detail the gross annual receipts and
such other information as may be required to demonstrate 20/20 Media's financial
capability to adequately maintain and operate the transit shelters licensed hereby. The
City shall have the right to audit 20/20 Media's financial statements on an annual basis.
If a discrepancy of more than twenty percent (20%) is found, then 20/20 should agree to
pay for the audit. If the discrepancy is equal to or less than twenty percent (20%), then
the City will pay for the audit.
3. PUBLIC SERVICE. 20/20 Media shall provide the advertisement boxes
for City sponsored advertising messages on a space available basis. Any such public
service announcements shall be removed by 20/20 Media, in the event 20/20 Media rents
such advertising space, upon (5) days notice by 20/20 Media to the City. In no event
shall a paying customer be removed from an ad space for public service announcements.
20/20 Media shall not be responsible for paying for public service message materials.
The City will provide all necessary ad materials. The City will provide all necessary
materials at its sole cost and expense. However, 20/20 Media will install at no cost to the
City, such public service advertisements within a reasonable time after such
advertisements are provided to 20/20 Media for installation.
4. SHELTER USAGE. 20/20 Media shall not use, or suffer, cause, or
permit the use of the locations licensed hereby for any commercial purpose other than
advertising. 20/20 Media shall not charge a fee, surcharge, or any other consideration to
Transit Shelter License Agreement
City of Sanford / 20/20 Media
Page 2
the public for usage of any transit shelters licensed hereby. Each and every transit shelter
operated pursuant to this Agreement shall be available to the general public on a gratis
basis. 20/20 Media shall not allow any location licensed hereby to be let, sub-let, or
otherwise transferred to any other person or party without the prior written consent of the
City.
5. TERM. This License Agreement shall be for a term of Twenty (20) years
from and after the date first above written. This License Agreement may be renewed or
extended upon terms mutually agreeable between the parties hereto. Upon termination of
this Agreement and any renewals or extensions, 20/20 Media shall remove or cause to be
removed, each and every transit shelter six (6) months from the date of termination. All
removals shall be performed so that City property and facilities will not be damaged as a
result. The City acknowledges that concrete slabs must be poured for purposes of
providing a foundation for the transit shelters and walkways connecting the adjacent
sidewalk and curbs to the transit shelter, which slabs will remain without removal and
will be the property of the City in all respects.
6. COMPLIANCE WITH LAWS. 20/20 Media shall comply with all
applicable state, federal, and local laws, ordinances, rules, and regulations in the
construction, erection, installation, maintenance, and operation of the transit shelters,
including without limitation, permitting, and 336.046 and 337.408. Throughout the term
of the Agreement, 20/20 Media shall maintain in good standing a license for outdoor
advertising with the Florida Department of Transportation issued pursuant to the
provision of Florida Statutes, Chapter 479, and a current occupational license.
7. iNDEMNITY AND iNSURANCE. To the fullest extent permitted by
Florida Law, 20/20 Media shall indemnify, save, and hold harmless, and defend the City
against all losses, damages, costs, claims, causes of action, suits, liabilities, and expenses
(including costs of reasonable attomey's fees) resulting from 20/20 Media's use,
construction, maintenance, and operation of any transit shelter. Additionally, 20/20
Media shall maintain in full force and effect throughout the term of this Agreement and
all extensions or renewals thereof a policy of comprehensive general liability insurance
with a company duly authorized to engage in the business of issuing such a policy in
Transit Shelter License Agreement
City of Sanford / 20/20 Media
Page 3
Florida in the amount of at least $1,000,000 per occurrence with $2,000,000 aggregate
which names the City as a co-additional insured, said policy to cover any losses and
claims occurring or arising from the installation, location, and/or operation of the
shelters. Proof of such insurance shall be supplied to the City prior to the
commencement of installation of any shelter and, throughout the term of this Agreement
and all extensions and renewals thereof, 20/20 Media shall supply the City with
appropriate certifications. The City may at any time, and from time to time, request from
20/20 Media assurances in the form of a certificate from the insurer that such policy of
insurance is in effect and 20/20 Media shall appropriately respond within ten (10)
calendar days from receipt of such request.
8. SHELTER DESIGN, MAINTENANCE. AND LOCATION. 20/20
Media shall design, provide plans and specifications for, and erect shelters as provided
under paragraphs 14-20. 001 through 4-20. 005 of the Florida Administrative Code (FAC)
and Sections 337.408 and 337.409 of the Florida Statutes. The size, shape,
configuration, and location of each and every transit shelter shall be subject to approval
by the City. In addition to all standards imposed by law, ordinance, rule, and regulation,
each transit shelter shall be located and designed so as to not hinder or impede the free
and safe flow of vehicular and pedestrian traffic and will be built, erected, installed, and
operated in a manner to preserve the public safety and welfare and to cause the minimum
possible disruption to vehicular and pedestrian traffic, as well as right-of-way
maintenance and repair. 20/20 Media shall coordinate all construction efforts with the
City. The City may require 20/20 Media to install shelters in high use locations that may
not be highly desirable for advertising purposes. All shelters shall be erected in public
rights-of-way along the street frontage. Notwithstanding the above, 20/20 Media may
locate shelters on private property provided, however, that 20/20 Media shall secure, at
its own expense, written leases, authorizations, or grants of easements from the owners of
such property as may be necessary. Construction materials, techniques, design, and
lighting shall be subject to approval by the City. Also, 20/20 Media shall locate and
design the shelters so that access for utilities and cable TV is not substantially impaired
and will coordinate with utilities and cable TV companies. 20/20 Media shall pay all
Transit Shelter License Agreement
City ofSanford 120/20 Media
Page 4
electrical expenses and service costs incurred by the use of any electrical lighting in any
shelter. The City agrees to allow 20/20 Media access to and the right to connect up to, or
tap into, any electric service which is now or hereafter being furnished to any public
street lights located in a close proximity to any shelter provided, however, 20/20 Media
agrees to reimburse the City for reasonable costs of such electricity consumed in the
operation or lighting of any such shelters. 20/20 Media shall make all necessary
arrangements with utility companies for the provision of service. 20/20 Media shall
maintain each and every shelter in a neat, orderly, and sanitary condition. 20/20 Media
shall not allow litter or debris to accumulate in or about the shelter. Graffiti and/or acts
of vandalism shall be removed or repaired with 48 hours so as to restore the shelter to an
aesthetically pleasing appearance consistent with its condition as originally installed.
20/20 Media shall have the absolute right to remove any shelter prior to the termination
of this license agreement.
9. ADVERTISING. 20/20 Media retains full and sole authority and
discretion in selecting advertisers and advertising copy for display. Rates, charges, terms
and conditions of advertising shall be as negotiated between 20/20 Media and its
advertiser. It is agreed that 20/20 Media shall not place on shelters advertising for any
products and services not lawfully for sale to minors; provided, however, advertising the
Florida Lottery is permitted. No such advertising shall consist of, or include, any
depictions, messages, graphics or other content which is or would be patently offensive
to the general public based upon contemporary community standards in the City or would
pose a threat to safety by distracting motorists, bicyclists, and/or pedestrians due to its
shocking or inflammatory nature. If advertising is placed on a shelter in violation of this
agreement, then the City will provide 20/20 Media ten (10) days written notice
requesting the advertisement be removed, and if it is not removed in ten (10) days, then
the City may remove the advertising. It is agreed that the advertising pertinent to the
shelters erected under this Agreement shall not constitute signage for regulatory purposes
and that such shelters when erected and operated in public rights-of-way are not subject
to zoning restrictions pertaining to permitted uses and locational standards.
10. TERMINATION. If 20/20 Media fails to fulfill any obligation hereunder
Transit Shelter License Agreement
City of Sanford / 20/20 Media
Page 5
or violates any material covenant, term or condition of this Agreement, the City shall
give it written notice of such failure or violation. If such failure or violation is not cured
within sixty (60) days from the date 20/20 Media is sent such certified notice, then the
Agreement shall be considered terminated with no further notice required unless the City
is notified by certified letter that 20/20's default has been cured. If the City terminates
this Agreement pursuant to this paragraph, then 20/20 Media shall, at its expense, remove
all transit shelters from the rights-of-way within six (6) months after receipt of the
termination notice from the City or such other date as may be agreed upon by the parties.
If after the expiration of the six (6) months the shelters have not been removed, the City
may remove or have the shelters removed and charge 20/20 Media for the full cost of
removal as welt as any administrative fees and reasonable attorney's fees.
11. REMEDIES. This Agreement shall be governed by and be subject to the
laws of Florida. Venue for any and all actions necessary to enforce this Agreement shall
be in Osceola County, Florida. No remedy herein conferred upon any party is intended
to be exclusive of any other remedy and each remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at law or in
equity or by statute or otherwise. No single or partial exercise by any party of any right,
power, or remedy hereby shall preclude any other or further exercise thereof. If any
party waives a breach of this Agreement, it shall not be considered a waiver of any
subsequent breaches. The prevailing party in any litigation involving this contract shall
be entitled to attorneys fees.
12. NOTICES. Any notices provided for herein must be given in writing and
must be sent by certified, United States mail return receipt requested, by personal
delivery with receipt required, or by facsimile with confirmation receipt required, or by
recognized courier such as Federal Express with confirmation receipt requested to the
following address:
To City: City of Sanford
c/o City Manager
300 N. Park Avenue
Sanford, Florida 32772
Transit Shelter License Agreement
City of Sanford / 20/20 Media
Page 6
To 20/20 Media: 20/20 Media Incorporated
3055 Vest Road
St. Cloud, Florida 34772
13. TIME. Time is of the essence in this agreement.
14. ASSIGNMENT. This agreement may not be assigned by 20/20 Media
without the prior written consent of the City.
(S E A L) -7 ;-//'U~Da!e, Mayor
ATTEST: :'
~g"+y Clerk 20/20 MEDIA HOLDINGS, INCORPORATED
C,
Printed Name:
State of Florida
County of Seminole
The foregoing instrulnent was acknowledged before me this I~'1' day of
~d~r~ , 2001 by .J~el 6.13a~i~ , as aPre~i&o_n+ of
~l~/,l~l~elJi~l-~ldin~2T,~,who is personally known to me or who produced
I~ [~, as identification.
Notary Public, State of Florida
I:\krr\cdr\Cities\Sanford\License Ageement
City of Sanford / 20/20 Media OF ~ ^~v,~c BO~B~N~ CO.,
Page 7