AGENDA Regular Meeting March 28, :00 PM Courthouse Annex Commission Meeting Room

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1 AGENDA Regular Meeting March 28, :00 PM Courthouse Annex Commission Meeting Room ROLL CALL ADOPTION OF THE AGENDA PETITIONS FROM THE PUBLIC FIVE (5) MINUTE LIMIT APPROVAL OF THE MINUTES FROM THE REGULAR MEETING HELD March 14, CONSTITUTIONAL OFFICER REPORTS CONSENT AGENDA 1. Budget Amendment Request Sheriff s Office Employee Payout $6, Budget Amendment Request Sheriff s Office Employee Payout $1, Budget Amendment Request Sheriff s Office Employee Payout $ Budget Amendment Request Sheriff s Office Employee Payout $ OLD BUSINESS 1.. PUBLIC WORKS DEPARTMENT 1. Changes to Road Side Mowing Agreement Mr. Lonnie Thigpen. 2. Update on Animal Control and Mosquito Control Mr. Jamie Willoughby.

2 NEW BUSINESS 1. Discussion Regarding Updated Phone System for Emergency Management Mr. Alan Whigham. 2. Approval of Agreement with the Madison County Chamber of Commerce and Tourism to Manage the Agricultural Center. 3. Discussion Regarding Road Name Change for SW Scruggs Avenue Commissioner Martin. 4. Discussion Regarding Street Light at Intersection of NE Colin Kelly and NE Brickyard Pond Avenue Commissioner Kelley. Planning & Zoning Board Madison County Development Council Mack Primm, Chair District 1 Term Ends January 1, 2019 BOCC APPOINTEES: Mike Holton District 2 Term Ends December 1, 2020 Ed Meggs Term Ends January 1, 2020 Calvin Malone District 3 Term Ends February 1, 2019 Rick Davis Term Ends January 1, 2020 Richard Cone District 4 Term Ends December 1, 2020 Christy Grass District 5 Term Ends February 1, 2018 Julia Shewchuck, Vice-Chair At-Large Term Ends June 1, 2018 Chad Thurner At-Large Term Ends June 1, 2019 Tim Ginn School Board Representative Dot Alexander Alternate Term Ends February 1, 2018 Tourist Development Council Chair of BOCC or His Designee, Chair to be Re-Appointed Annually Prior to July 1 st Term Ends June 1, 2019 Jim Catron Elected Municipal Official from Most Populous Municipality Term Ends June 1, 2018 Edwin McMullen Elected Municipal Official from Any Municipality Term Ends June 1, 2019 Latrelle Ragans Involved in Tourist Industry and SUBJECT to the Tax Term Ends June 1, 2018 Brenda Graham Involved in Tourist Industry and SUBJECT to the Tax Term Ends June 1, 2019 Trent Abbott Involved in Tourist Industry and SUBJECT to the Tax Term Ends June 1, 2018 Jackie Blount Involved in Tourist Industry and NOT SUBJECT to the Tax* Term Ends June 1, 2019 Roy Milliron Involved in Tourist Industry and NOT SUBJECT to the Tax* Term Ends June 1, 2019 Princess Roebuck Involved in Tourist Industry and NOT SUBJECT to the Tax* Term Ends June 1, 2018 *Not More Than One of the Positions Marked with an Asterisk May Also be Filled by a Person who is Subject To the Tax. Competency Board Code Enforcement Board Benjamin Grass Term Expires January 1, 2020 Brian Leonardson Term Expires January 1, 2018 Travis Renfroe - Term Expires January 1, 2019 Anthony O Quinn Term Expires January 1, 2018 Dennis Pitts Term Expires January 1, 2020 Eddie Taylor Term Expires January 1, 2018 Jayson Williams Term Expires January 1, 2020 Curtis Johnson Term Expires January 1, 2018 Curtis Johnson - Term Expires January 1, 2019 Lynette Sirmon Term Expires January 1, 2018 Dewayne O Quinn Term Expires January 1, 2020 Freddie Simmons Term Expires January 1, 2018 Danny Plain Term Expires January 1, 2020 Jimmy Anderson Term Expires January 1, 2018 Commissioners Wayne Vickers, Chairman District 2 Alston Kelley, Vice-Chairman District 1 Ronnie Moore District 3 Rick Davis District 5 Alfred Martin District 4

3 PROCEDURAL RULES FOR THE MEETINGS OF THE BOARD OF COUNTY COMMISSIONERS The following notices are hereby given to all persons concerning the meetings of the Board of County Commissioners of Madison County, Florida (hereinafter the Board ): 1. The rules contained in the current edition of Robert s Rules of Order Newly Revised shall govern the meetings of the Board in all cases to which they are applicable and in which they are not inconsistent with the law, these rules or are otherwise waived by the Board. 2. No comments from the floor will be allowed under any circumstances. 3. The Board shall hear as many comments from the public as practicable during any meeting. 4. No member of the public may address the Board who has not previously signed up to address the Board, unless he or she is requested to do so by the Chair. 5. Any member of the public who wishes to address the Board on any topic, which appears on the agenda or otherwise, must sign up before the scheduled time for public comments. 6. All speakers will be limited to five (5) minutes per topic, unless leave is given by the Chair. 7. Any identifiable group of three (3) persons or more shall be limited to a total of ten (10) minutes per topic. 8. All members of the public given the privilege of addressing the Board, shall do so at the beginning of its scheduled meeting, or immediately following the lunch time break, if the scheduled meeting continues past the lunch time break. 9. The Chair may rule any speaker out of order and require that speaker to cease addressing the Board and if necessary order the bailiff to remove that speaker from the Commission Chambers if: A. The speaker refuses to confine his remarks to the topic at hand. B. The speaker becomes belligerent, irrational, or in any way disruptive to the meeting of the Board, or, C. The speaker refuses to cease addressing the Board after his allotted time. 10. No agenda item will be designated for any specific time other than a time during the first three (3) hours of the meeting, unless leave is given by the Chair. All times shown on the agenda are approximate. 11. No item may be added to the agenda of the Board of County Commissioners except upon request of the Chair, a Board member, the County Manager, the Clerk of the Board or the County Attorney. 12. All decisions of the Chair concerning parliamentary procedures, decorum, or rules of order will be final, unless they are overcome by a majority of the members of the Board in attendance. 13. The Chair shall vote on all issues that come before the Board in the same manner as a member of the Board. Notice: All items listed on the agenda are for discussion & possible action including vote by the Board. The Board reserves the right to amend the agenda of any meeting to the fullest extent allowed by law. Pursuant to the provisions of the Americans with Disabilities Act, if you are a person requiring special accommodations to participate in this meeting of the Board, you are entitled, at no cost to you, to the provision of certain assistance. Please contact Billy Washington, Clerk of Court, at P.O. Box 237, Madison, Florida 32341, telephone: (850) , at least 48 hours prior to the meeting. If you are hearing or speech impaired, please call 711. If a person decides to appeal any decision made by the Board with respect to any matter considered at this meeting he or she will need a record of the proceedings, and that, for such purpose, he or she will need to ensure that a verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be based.

4 BOARD OF COUNTY COMMISSIONERS MADISON COUNTY, FLORIDA COURTHOUSE ANNEX MINUTES OF THE REGULAR MEETING WEDNESDAY, MARCH 14, :00 A.M. The Board of County Commissioners of Madison County, Florida met this day in regular session with the following members present: Alston Kelley (District 1), Wayne Vickers (District 2), Ronnie Moore (District 3), and Alfred Martin (District 4). Rick Davis (District 5) was absent. Also present were County Attorney George T. Reeves, Assistant County Coordinator Sherilyn Pickels, and Deputy Clerk Darlene Hagan. The Chairman, Honorable Wayne Vickers, called the meeting to order at 9:00 a.m. and conducted roll call. A request was made by Commissioner Kelley to remove Item #2 Resolution A; Support for U. S. Bicycle Route 15 (Phase 1) through Madison County from New Business since DOT had requested a postponement as they were working on the details of signage needed, of which Madison County would be responsible for installing these road signs. Therefore, Item #2 under New Business was removed from the Agenda. Commissioner Moore presented a motion to approve the agenda as amended. Commissioner Martin seconded the motion and the board voted unanimously (4-0) to approve the agenda. One citizen signed in to present petitions from the public. Denise Robinson wanted to express concerns over the slow to no Internet Service in the rural areas of Madison County, FL, while in Brooks County, Georgia, an adjoining county, they have great service. She had been making requests to CenturyLink for help over the past 4 years since she had moved to her new home in the country. Mrs. Robinson was requesting assistance from the Board, since Internet access was needed for so many reasons, even by the youth to complete school assignments. Chairman Vickers informed her that the Board had sent a letter last month to the Department of Agriculture. It was his understanding they had moved the issue over to the Public Service Commission. Commissioner Moore recommended that the Board send an invitation to all parties, CenturyLink, Department of Agriculture and the Public Service Commission inviting them to an upcoming Board Meeting to give an update on their plans for improving the Internet Service in our rural areas. Commissioner Kelley stated that from the state meetings he had attended, he has learned this is a statewide problem.

5 Board of County Commissioners March 14, 2018 Page 2 of 4 Commissioner Martin presented a motion to approve the minutes of the meeting held February 28, 2018 as presented. Commissioner Moore seconded the motion and the board voted unanimously (4-0) to approve the minutes. Sheriff Ben Stewart addressed the Board regarding the New School Safety Bill just passed. There is a mandate in the Bill that requires an Officer in every school, but there is no mandate for a time line. Sheriff Stewart recommended having them in place by next school year. Madison County has 7 schools, according to their definition of a school. Madison County currently has two SROs, so five more officers would be needed. The Madison County School Board would be responsible for funding the payroll & benefits for these officers. The Madison County Sheriff s Office would be responsible for everything else, such as uniforms, guns, equipment, or possibly a vehicle. It would be a minimum of $50,000 for each officer needed. Sheriff Stewart stated there would be a meeting next Friday with Madison County School Board Superintendent Pickles and he recommended that one County Commissioner attend this meeting & all subsequent meetings, since the funding issue would need to come from the Board of County Commissioners. It was recommended that Commissioner Rick Davis may be best to represent the Board, since he has been a past law enforcement officer and he is the Director of Public Safety Academy at North Florida Community College. Chairman Vickers asked Assistant County Coordinator Sherilyn Pickels to contact Commissioner Rick Davis to see if he would be willing to attend these upcoming meetings. Commissioner Martin presented a motion to approve the consent agenda. Commissioner Kelley seconded the motion and the board voted unanimously (4-0) to approve the consent agenda. Items on the consent agenda included: 1. Resolution ; Support for Re-designation of Rural Area of Opportunity 2. Approval of Tourist Development Council Grant Request for $3,600 for Jellystone Park Jam Under Public Works Department, Item #1 Discussion Regarding Paid Inmate Work Crew Solid Waste Coordinator Jerome Wyche addressed the Board concerning the Inmate Work Crews not being available to upkeep the lawn care & lawn maintenance around the Courthouse, 13 Collection Sites, Extension Office, Road Dept. & Solid Waste Dept. His concern was these areas have been neglected over the winter months and now that summer is approaching there will be a demand for this service on a more regular basis, much more than before. Therefore, Clerk of Court Billy Washington and County Coordinator Brian Kauffman had the same similar conversation, as well as Mr. Wyche and Coordinator Kauffman. The discussions determined that it may be more cost effective for the county to go with a Lawn Care Professional that could choose their hours, which could be any day of the week, as long as they maintained the standards set forth. The request is to seek approval to send out a Request for Proposal for a Sealed Bid on a Lawn Care Maintenance Contract. The expectation is for this business to service the Madison County Courthouse lawn, 13 Collection Sites, Extension Office, Road Dept., Solid Waste Dept., 4 Volunteer Fire Departments, and all Voting Precincts.

6 Board of County Commissioners March 14, 2018 Page 3 of 4 Once a business is chosen, a letter would be sent to the Madison County Department of Corrections respectfully requesting to withdraw our request for the paid inmate work crew. Attorney Reeves suggested that we should proceed with obtaining the bids and if the bids are satisfactory, then submit the action to withdraw our request for the paid inmate work squad before signing the new contract. Commissioner Kelley presented a motion to move forward with a RFP for sealed bids for a new contract. Commissioner Martin seconded the motion and the board voted unanimously (4-0) to approve the motion. Jerome Wyche gave an update on the county clean-up day on March 24 th stating teams were in place and there is a behind the scenes push from DOT. Under New Business Item #1 9:00 a.m. Public Hearing Ordinance Amending the Text of the Land Development Code Section 2.4 Definitions of Terms Recreation Vehicle Park, to Match Florida Statues Definition F.S (11). Planner Jeanne Bass presented a request from the Planning & Zoning Board who had voted to recommend the change in the county s vague definition of a Recreation Vehicle Park to match the Florida Department of Health definition. The following part of the Ordinance was read: Section 1. Pursuant to an application, LDC 18-1, by the Planning and Zoning Board, a portion of Chapter 2 Language and Definitions, is hereby amended to read, as follows: Section 2.4 Definition of Terms. Recreational Vehicle Park: definition to match Florida Statutes definition. F.S (11) Recreational vehicle park means a place set aside and offered by a person, for either direct or indirect remuneration of the owner, lessor, or operator of such place, for the parking, accommodation, or rental of five or more recreational vehicles or tents; and the term also includes buildings and sites set aside for group camping and similar recreational facilities. For the purposes of this chapter, the terms campground, camping resort, RV resort, travel resort, and travel park, or any variations of these terms, are synonymous with the term recreational vehicle park. At that time, Chairman Vickers opened the floor to the Public for comment. Cynthia Dell-Langston stated her concerns of enforcing the regulation. Attorney Reeves advised that Code Enforcement Department would be responsible. If there are concerns, file a complaint with Code Enforcement. However, after they notify the property owner & if nothing is done, fines and liens could be imposed. While no liens can be placed on homestead property, that is not the case for commercial property. Planner Jeanne Bass stated that some fines are up to $5,000 a day with regard to certain code violations. Commissioner Moore presented a motion to approve the Ordinance. Commissioner Kelley seconded the motion and the board voted unanimously (4-0) to approve the motion. Under New Business Item #2 Discussion Regarding Easement to Improve Drainage Between the Courthouse Annex and the Former Madison Sporting Goods Building. Attorney Reeves addressed the Board concerning the need for an Easement before any

7 Board of County Commissioners March 14, 2018 Page 4 of 4 repairs & improvements could be done in the alleyway between the Courthouse Annex and the former Madison Sporting Goods building. Assistant County Coordinator Sherilyn Pickels informed the Board that there has been a drainage problem for some time. Water has been seeping under the Supervisor of Elections Office. The plan is to clean out the alleyway, install a curb, and concrete the alleyway to help the flow of the water away from the county building. However, we must have an Easement before any work can begin. Commissioner Kelley presented a motion to approve the Easement. Commissioner Martin seconded the motion and the board voted unanimously (4-0) to approve the motion. For the good of the order: Lee Mayor Eddie Bell invited those present to the Tractor Show in Lee this coming weekend. Commissioner Moore handed out the February Fire Report from Fire Coordinator Chris Williams. There were 83 Calls in the month of February. a.m. There being no further business, the Chairman adjourned the meeting at 9:40 Board of County Commissioners Madison County, Florida By: Wayne Vickers, Chairman ATTEST: William D. Washington, Clerk to the Board of County Commissioners

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26 Location Acreage Cost Landfill/Air Strip 61 $ 1, Retention Pond (Farm Rd 60 $ 1, Captain Brown Overpass 7.9 $ River Road Overpass 10.1 $ Jim Clark Overpass 4.2 $ Clover Farm Area 3.6 $ Yellow Pine Area 4.7 $ Georgetown Area 5.12 $ Midway Estates 2.94 $ Norton Creek $ River Trace $ River Highlands 7.39 $ Lee Library 2 $ Total $ 3, Cycles (Yearly Cost) $ 16, Additional Mowing 2018 (Per Cycle)

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35 AGREEMENT FOR THE MANAGEMENT AND OPERATIONS OF THE MADISON COUNTY AGRICULTURAL CENTER This Agreement for the Management and Operations Agreement is made and entered into by and between the County (as defined below) and the Chamber (as defined below) and in consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. DEFINITIONS. As used herein, the following terms shall have the following meanings unless the context clearly requires otherwise. Agreement shall mean this Agreement for the Management and Operations of the Madison County Agricultural Center. Chamber shall mean Greater Madison County Chamber of Commerce, Inc., a Florida not-for-profit corporation, whose address is Post Office Box 817, Madison, Florida County shall mean Madison County, a political subdivision of the State of Florida, whose mailing address is Post Office Box 237 Madison, Florida Diagram shall mean drawing of the Property attached hereto as Exhibit A, which shows the various areas of the Property and the buildings located thereon and designates which portion of the Property will be used by the different parties. FDACS shall mean the State of Florida, Department of Agriculture and Consumer Services. Fee Schedule shall mean the schedule of fees which may be charged by the Chamber to rent the Property or any portion thereof a copy of which is attached hereto as Exhibit B. Fiscal Year shall mean the County s fiscal year which runs from October 1 through September 31. Policies shall mean the policies and guidelines for the operation, management and maintenance of the Property a copy of which is attached hereto as Exhibit C. Property shall mean that certain parcel of real property in Madison County, Florida located at 182 NW College Loop, as shown more particularly on Exhibit D, attached hereto, including all structures, buildings, parking areas, facilities and improvements to the Property. 2. TITLE TO THE PROPERTY AND PRIORITY OF PRIOR LEASE AGREEMENT. FDACS owns and holds title to the Property. FDACS is not a party to this Agreement nor bound thereby. The County leases the Property from FDACS Page 1 of 13

36 pursuant to that certain Lease Agreement, a copy of which is recorded at O.R. Book 1208, Page 152, of the public records of Madison County, Florida. The parties have reviewed such Lease Agreement and understand that, notwithstanding anything else herein to the contrary, the rights of the parties set out herein are subordinate to the terms of such Lease Agreement. 3. CHAMBER TO MANAGE THE PROPERTY. Chamber shall manage the Property, including without limitation, doing the following: 3.1 Operate, manage and maintain the Property on a day-to-day basis in accordance with the Policies. Provided that the County may amend the Policies from time to time upon reasonable notice to the Chamber. 3.2 Rent out the Property, or portions thereof, to persons and groups for agricultural shows and events and other events, gatherings, meetings, weddings, reunions and similar purposes; 3.3 Charge rental fees and security deposits to the renters of the Property, or portions thereof, consistent with the Fee Schedule. Provided that the County may amend the Fee Schedule from time to time upon reasonable notice to the Chamber. All revenue generated from such fees shall be the sole property of Chamber and shall be kept and used exclusively by the Chamber for the Chamber s purposes. 3.4 Seek out and explore other revenue sources and revenue-producing initiatives that are compatible with this Agreement. 3.5 Manage and maintain (including necessary repairs) all structures, improvements, fixtures and grounds so as to keep them in a clean, safe and usable condition which may be reasonably expected to maximize their useful life. 3.6 Arrange and pay for all utility service (including electricity, water and wastewater) to be used on the Property. Such utility accounts shall be in the name of the Chamber with the Chamber paying all deposits, fees and costs therefore. Any other utilities will be the responsibility of tenant. 3.7 Hire and be solely responsible for the cost of all personnel necessary to manage, operate and maintain the Property as required under this Agreement. Such personnel shall not be employees or agents of the County. 3.8 Cooperate with the County in the County s efforts to refurbish and renovate the Property. Page 2 of 13

37 4. RESPONSIBILITIES OF THE COUNTY. The County shall be responsible for: 4.1 Continuing to seek funding from the State to refurbish and renovate the Property. 4.2 Lawn and grounds maintenance as part of its regular grounds maintenance schedule. 4.3 Be responsible for all capital improvements to Property including all necessary repair and replacement of the roof, heating and air conditioning system, structural repairs, etc. However, should, in the sole discretion of the County, such necessary structural repairs not be financially feasible, the County may immediately terminate this Agreement. 5. USE OF THE PROPERTY BY CHAMBER. The Chamber shall use the portion of the Property as designated on the Diagram, as shown on Exhibit A, as its main office to conduct its regular business affairs concerning the Property and otherwise. 6. RENTAL OF THE PROPERTY BY COUNTY FOR OFFICE SPACE FOR A CONSERVATION TECHNICIAN. The County shall use the portion of the Property as designated on the Diagram, as shown on Exhibit A, as office space for its conservation technician to deliver technical assistance and cost share assistance programs to agricultural producers. The County shall pay rent to the Chamber for such use which shall include all electricity, water, wastewater and natural gas services. The rent shall be in the total amount of $ per month for the first 12 months, Rent to be renegotiated annually. Once paid, such rent shall be the sole property of Chamber and shall be kept and used exclusively by the Chamber for the Chamber s purposes. 7. USE OF THE FACILITIES RESERVED BY THE COUNTY. In the sole discretion of the County, the County may use or authorize the use of the Property by the County or others upon reasonable notice to the Chamber. In such event the County shall not be charged a rental or use fee but shall be responsible for and pay all extra costs and expenses related to such use including without limitation, utility costs. Notwithstanding the foregoing, the County will not use or authorize the use of the Property in a manner which will materially interfere with Chamber s rights as set forth in this Agreement without the consent of Chamber. 8. USE OF THE PROPERTY FOR THE ANNUAL LIVESTOCK SHOW. Each year, the week during which the Presidents Day holiday falls, the Property shall be reserved and used by the North Florida Livestock Association for the annual North Florida Livestock Show and Sale. The Chamber shall not charge any fee or rent for the use of the Property for the Madison County Livestock Show except that during the week immediately following the Madison County Livestock Show, the North Florida Livestock Association shall pay the Chamber $ to cover all utility costs and arrange for, at Page 3 of 13

38 the North Florida Livestock Association s sole expense, to have the septic tank for the Property pumped out. 9. EFFECTIVE DATE AND TERM OF CONTRACT. The Effective Date of this Agreement shall be the date it is executed by the last party to execute it. Unless terminated earlier as provided herein, the term of this contract shall be from its Effective Date until the last day of the County s fiscal year in which the Effective Date falls. 10. AUTOMATIC RENEWAL. Unless terminated earlier as provided herein, thirty (30) days prior to the last day of its term, this Agreement shall be renewed on the same terms and conditions as set out herein, for an additional and successive one (1) year term, which term shall coincide with the County s fiscal year, immediately following such renewal. This Agreement shall be likewise renewed each and every year thereafter, unless and until terminated as set out herein. 11. TERMINATION. This Agreement, and/or any renewal thereof, may be unilaterally terminated by the County at any time, for any or no reason, upon giving 90 days prior written notice to the Chamber. This Agreement, and/or any renewal thereof, may be unilaterally terminated by the Chamber at any time, for any or no reason, upon giving 90 days prior written notice to the County. 12. PERSONAL PROPERTY LOCATED ON THE PROPERTY. No personal property is part of this Agreement. 13. INSURANCE CASUALTY AND FIRE INSURANCE ON THE PROPERTY. The County shall maintain casualty and fire insurance on the Property in accordance with the County s policies and procedures. Should any claim be made on such insurance for loss of the structure or improvements which are part of the Property, the County shall use such proceeds to repair the damaged structure or improvements, if practical INSURANCE REQUIRED BY LAW. During the term of this Agreement, the Chamber shall purchase and maintain all insurance required by law for workers' compensation and unemployment compensation LIABILITY INSURANCE. During the term of this Agreement, the Chamber shall purchase and maintain general liability insurance, the limits of which shall be a minimum of $1,000,000 per occurrence and $2,000,000 general aggregate. For any event not covered under such general liability insurance, the Chamber shall purchase additional liability insurance for such event in an amount not less than the minimum amounts set out above Such insurance policy shall be endorsed with the following specific Page 4 of 13

39 language: The County is named as additional insured on such policy The inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverage afforded shall apply as though separate policies had been issued to each insured, but the inclusion of more than one insured shall not operate to increase the limits of the company's liability This policy shall not be canceled or materially changed without first giving 30 days' prior written notice to County The following documentation concerning the insurance policy shall be submitted to the County within 10 days after the effective date of this Agreement: Properly executed Certificates of Insurance clearly evidencing all coverage, limits, and endorsements required above Signed copies of the specified endorsements for each policy Upon the County s written request, certified copies of insurance policies. Said policy copies shall be submitted within 30 days of County s request The Chamber s indemnity and other obligations, set out in this Agreement, shall not be limited by the foregoing insurance requirements If the Chamber, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of this Agreement. 14. CONDITION OF THE PROPERTY. The Property is being made subject to this Agreement as is, where is with all faults. The County does not make any representations concerning the fitness or condition of the Property for the use of the Chamber. Further, the County disclaims all warranties (both express and implied) concerning the Property to the fullest extent allowed by law. The Chamber has inspected the Property and made its decision to enter into this Agreement based solely on its own inspection and knowledge of the Property. 15. INSPECTION BY THE COUNTY. During the term of this Agreement, the County or the County s agents, representatives or employees may enter the Property, at reasonable times upon reasonable notice, for the purpose of inspecting the Property. 16. ALTERATIONS. No alterations may be made to the Property without the prior written consent of the County. Page 5 of 13

40 17. ASSIGNMENT. Neither party may assign any of its rights under this Agreement voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law or any other manner without the prior written consent of the other party. In the event of any purported assignment of rights in violation of this section, the parties agree that this Agreement shall be deemed automatically terminated. Any attempt to so assign, by operation of law or otherwise, shall be null and void. 18. COMPLIANCE WITH LAW. The Chamber shall not use the Property or permit anything to be done in or about the Property which will in any way conflicts with any law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated. The Chamber shall, at its sole cost and expense, promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may hereafter be in force. 19. HAZARDOUS MATERIALS ACKNOWLEDGMENT ENVIRONMENTAL REPRESENTATION AND LIABILITY RELEASE. The Chamber shall use and operate the Property, at all times during the term hereof, under and in compliance with the laws of the State of Florida and in compliance with all applicable environmental legal requirements. For any contamination to the Property due to the Chamber s use, the Chamber assumes full responsibility for the clean-up of such toxic hazardous or undesirable materials as required by current and further federal, state and local laws and regulations. The Chamber acknowledges that toxic wastes, hazardous materials and undesirable substances problems can be extremely costly to correct and the Chamber relieves the County from all liability related thereto due to the Chamber s use. The Chamber therefore agrees that the Chamber shall indemnify and defend and hold the County harmless from any claim, liability, damage, cost or expense, including but not limited to court costs and attorney's fees, arising out of or in any way related to toxic waste, hazardous material and/or undesirable substance affecting the Property related to and/or caused by the Chamber s use. This provision shall survive the termination of this Agreement. 20. CONDITION AT TERMINATION. During the term of this Agreement, the Chamber shall at all times maintain the Property in a good, clean and safe condition. Upon the ending of this Agreement, for any reason, the Chamber shall surrender to the County possession of the Property. The Chamber shall leave the Property in as good order and condition as the Property was in at the beginning of the term of this Agreement, ordinary wear and tear thereof excepted. 21. INTEGRATION. This Agreement supersedes all previous agreements, oral or written, between the County and the Chamber concerning the Property, and represents the whole and entire agreement between the parties. Neither party has entered into this Agreement in reliance upon any fact or representation not expressly provided in this Agreement. This Agreement may not be amended, revoked, or abandoned, except by a writing executed by the County and the Chamber with the same formalities as this Agreement. Page 6 of 13

41 22. RELEASE AND INDEMNIFICATION. The Chamber hereby forever releases, indemnifies and holds harmless the County, including its officers, employees, agents, contractors and assigns, in both their official and individual capacities, from any and all claims or liability, including attorneys fees, arising from or related to the this Agreement, including any loss or damage to property or the personal injury or death of any person. This provision shall survive the termination of this Agreement. 23. LIMITATIONS OF LIABILITY. The parties acknowledge that the County is a political subdivision of the State of Florida and thus immune from suit except as provided by law. Notwithstanding anything else in herein to the contrary, nothing in this Agreement shall be construed to waive or to otherwise affect the County s sovereign immunity and/or the protections given the County under Section , Florida Statutes. 24. LIMITATION ON REMEDY. Notwithstanding anything else in herein to the contrary, both parties mutually and forever waive the right to recover any consequential, incidental, indirect, special or punitive damages, including, without limitation, loss of future revenue, income or profits, in any legal proceeding(s) arising out of or relating to this Agreement. This waiver shall apply to legal actions sounding in both contract and tort and shall apply whether or not the possibility of such damages has been disclosed in advance or could have been reasonably foreseen. This provision shall survive the termination of this Agreement. 25. AGREEMENT NOT TO BE CONSTRUED AGAINST EITHER PARTY. This Agreement is the product of negotiation between the parties, thus the terms of this Agreement shall not be construed against either party as the drafter. 26. AGREEMENT NOT TO BE RECORDED. Neither this Agreement nor any copy nor notice thereof shall be recorded in the public records of any county. 27. NO THIRD PARTY BENEFICIARIES. This Agreement is between the County and the Chamber and shall not be interpreted to be for the benefit of any party or entity not signing this Agreement. 28. VENUE AND JURISDICTION OF LITIGATION. The exclusive venue and jurisdiction for any litigation enforcing, construing or relating to this Agreement shall be the Circuit Court or the County Court in and for Madison County, Florida. If under applicable law exclusive jurisdiction over any such matters is vested in the federal courts, then exclusive jurisdiction and venue shall be in the United States District Court for the Northern District of Florida, Tallahassee Division. 29. WAIVER OF JURY TRIAL. The parties mutually and forever waive any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or this transaction. The parties agree to have any such actions decided by a judge alone, without a jury. Page 7 of 13

42 30. DISCRIMINATION. CHAMBER will not discriminate against any individual because of that individual s race, color, religion, sex, national origin, age, handicaps or marital status with respect to any activity occurring or conducted on the Property. 31. UNAUTHORIZED USES. CHAMBER will, through its agents and employees, use reasonable efforts to prevent the unauthorized use of the Property or any use of the Property not in conformance with this Agreement. 32. TAXES AND ASSESSMENTS. If any ad valorem taxes, intangible property taxes, personal property taxes, or other taxes or assessments of any kind are assessed or levied lawfully on the Property based on the Chamber s management or use thereof during the term of this Agreement, the Chamber will have such property released from such levy, through payment of such taxes or otherwise, within thirty (30) days after receiving written notice thereof from the County. In the event, if the Chamber fails to have such property so released within such time frame, the County may, at its sole option, pay said taxes subject to immediate reimbursement thereof in full together with any interest thereon at the maximum rate allowed by law and any administrative costs thereof incurred by the County, including reasonable attorneys fees. Failure of Chamber to have the property released from such levy shall constitute a material breach of this Agreement. 33. NO REGULATORY AUTHORITY GRANTED. This Agreement will not be construed to grant any permits or regulatory authority as to any uses or activity upon the Property. 34. NOTICES. Any and all notices, requests or other communications hereunder will be deemed to have been duly given if in writing and if transmitted by hand delivery with receipt therefore, or by registered mail posted prior to the expiration date for such notice, return receipt requested and first class postage prepaid to the parties at the addresses set out in the definitions section of this Agreement or to such other address as designated by a party in writing. 35. SEVERABILITY. The invalidity or illegality of any provision shall not affect the remainder of the Agreement. 36. MISCELLANEOUS. This Agreement is made in the State of Florida and shall be governed by Florida law, regardless of its conflict of laws rules. Once executed, a photocopy of this Agreement shall have the same force and effect as the original. In the event a day of performance falls on a Saturday, Sunday or legal holiday under the laws of the State of Florida, the day of performance shall be extended to the next day not a Saturday, Sunday or legal holiday. (The remainder of this page was intentionally left blank.) Page 8 of 13

43 IN WITNESS WHEREOF, the County has caused this Agreement to be executed on this day of, BOARD OF COUNTY COMMISSIONERS OF MADISON COUNTY FLORIDA Attest: William Washington Clerk By: Wayne Vickers Chair IN WITNESS WHEREOF, the Chamber has caused this Agreement to be executed on this day of, GREATER MADISON COUNTY CHAMBER OF COMMERCE, INC. By: As its authorized representative. (The remainder of this page was intentionally left bank.) Page 9 of 13

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45 EXHIBIT B Page 11 of 13

46 EXHIBIT C Policies for Use of Property The Chamber shall ensure that: 1. There shall be no consumption, sale, delivery or use of alcoholic beverages on the Property. 2. There shall be no consumption, sale, delivery or use of illegal drugs on the Property. 3. There shall be no consumption, sale, delivery or use of tobacco products on the Property, except that such use is allowed across the pavement surrounding the main building and more than 25 feet away from any entry. For the purposes of this paragraph the term tobacco products shall include, cigarettes, cigars, pipes, smokeless tobacco, and electronic cigarettes. 4. All functions and events on the Property must end by 10:00 p.m. and the Property vacated by 11:00 p.m. The Property shall not be used between 11:00 p.m. and 6:30 a.m. the next day. 5. There shall be no unusual or loud noises, bright lights or other activities constituting a nuisance, either public or private on the Property. 6. There shall be no partial or complete nudity on the Property. 7. There shall be no damage to or destruction of any building, grounds or items on the Property. 8. All use of the Property shall be cancelled in the event of a declared national, state or local state of emergency. Page 12 of 13

47 EXHIBIT D Legal Description of Property Page 13 of 13

48 Davis, Latreca Scott, Jayne T. Washington, Eugene Scott, Jayne E. Scott, Jayne T. Thomas Meck EST Property owners addressed on SW Scruggs Ave, located in the unincorporated area.