Item C24 C.24
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County of Monroe
�y,4 ' ?, "tr, BOARD OF COUNTY COMMISSIONERS
Mayor Michelle Coldiron,District 2
�1 nff `_ll Mayor Pro Tem David Rice,District 4
-Ile Florida.Keys Craig Cates,District 1
Eddie Martinez,District 3
w Mike Forster,District 5
County Commission Meeting
June 16, 2021
Agenda Item Number: C.24
Agenda Item Summary #3354
BULK ITEM: Yes DEPARTMENT: Public Libraries
TIME APPROXIMATE: STAFF CONTACT: Kimberly Matthews (305) 292-4540
NA
AGENDA ITEM WORDING: Approval of an MOU with Friends of the Key Largo Library for
the purpose of creating a mutually beneficial and clear operational understanding between the
"Friends" and the Monroe County Public Library. The Friends mission is to raise money and public
awareness in the community to support the services and programs of the Library. As a non-profit,
501(c)(3) organization, it is a legally distinct entity and is not a part of the Library.
ITEM BACKGROUND:
Approval of a Memorandum of Understanding (MOU)with Friends of the Key Largo Library
(Friends) for the purpose of creating a mutually beneficial and clear operational understanding
between the Friends and the Monroe County Public Library.
This MOU between Friends and the Library, once approved by the Monroe County Board of County
Commissioners will stand until and unless it is modified by mutual agreement of the Friends
executive board and the Library administration with the approval of the BOCC.
The Friends mission is to raise money and public awareness in the community to support the
services and programs of the Library. As a non-profit, 501(c)(3) organization, however, it is a legally
distinct entity and is not a part of the Library.
PREVIOUS RELEVANT BOCC ACTION:
511912021- The BOCC approved a similar MOU with the Marathon Friends of the Library for the
same purpose.
CONTRACT/AGREEMENT CHANGES:
NA
STAFF RECOMMENDATION: Approve
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C.24
DOCUMENTATION:
Libraries - MOU- County and Friends of the Key Largo Library
FINANCIAL IMPACT:
Effective Date: 6/16/21
Expiration Date: Upon termination by the BOCC
Total Dollar Value of Contract: NA
Total Cost to County: NA
Current Year Portion: NA
Budgeted: NA
Source of Funds:NA
CPI: NA
Indirect Costs: NA
Estimated Ongoing Costs Not Included in above dollar amounts: NA
Revenue Producing: NA If yes, amount: NA
Grant: NA
County Match: NA
Insurance Required: NA
Additional Details:
None
REVIEWED BY:
Norma Kula Skipped 06/01/2021 9:42 AM
Kimberly Matthews Completed 06/01/2021 9:45 AM
Pedro Mercado Completed 06/01/2021 9:47 AM
Purchasing Skipped 06/01/2021 9:42 AM
Budget and Finance Skipped 06/01/2021 9:42 AM
Maria Slavik Completed 06/01/2021 9:50 AM
Liz Yongue Completed 06/01/2021 11:04 AM
Board of County Commissioners Pending 06/16/2021 9:00 AM
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C.24.a
MEMORANDUM OF UNDERSTANDING
Between
FRIENDS OF THE KEY LARGO LIBRARY, INC.
And
MONROE COUNTY
THIS MEMORANDUM of UNDERSTANDING, (hereafter"MOU") is entered into on c
May 19, 2021 by and between the Friends of the Key Largo Library, Inc. (hereafter "Friends"), a
Florida not-for-profit 501(c)3 corporation whose address is 101485 Overseas Highway,Key Largo
FL 33037 and Monroe County (hereafter"County"), a political subdivision of the State of Florida
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whose address is 1100 Simonton Street, Key West, Fl. 33040.
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WHEREAS, the County operates the Monroe County Public Library(s) (hereafter
(Library) with branches in the City Key West, Big Pine Key, the City of Marathon, the Villages a
of Islamorada and Key Largo; and
WHEREAS,the Friends mission is to raise money and public awareness in the community
to support the services and programs of the Library; and 0
WHEREAS, the parties desire to enter into the herein described agreement in which they LN
shall work together to accomplish the goals and objectives set forth.
NOW, THEREFORE,be it resolved by the parties as follows; c
A. RESPONSIBILITIES AND OBLIGATIONS OF THE PARTIES
1. County:
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1.1 The County agrees to include the Friends in the long-term planning process to ensure
that the Friends are aware of the goals and direction of the Library. a
1.2 The County agrees to share with the Friends the library's strategic initiatives at the
beginning of each fiscal year and discuss with Friends how their resources and support might help
forward these initiatives.
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1.3 The County agrees to supply the Friends with a"wish list" each year that indicates
the anticipated needs for Friends support.
1.4 The County agrees to provide public space for Friends membership brochures and y
promotional materials. '
1.5 The County agrees to provide the Friends with limited space in the Library for book
storage and sorting, book sales, and office needs when possible.
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2. Friends:
2.1 The Friends agree to publicly support the Library and its policies.
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2.2 The Friends agree to include a member from the Library's administration as a non-
voting presence at all Friends' meetings and to allow room on the agenda for a library report.
2.3 The Friends agree that all monies raised will be spent exclusively for Library programs,
services, and other Library defined needs unless otherwise agreed to by both the Friends and the
County. Pursuant to this agreement, Friends may use up to 5% of the monies collected for the 2
operational needs of Friends.
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2.4 The Friends agree that they will not engage in the creation or hosting of programming
or events without the agreement and prior approval of the Library administration.
2.5 The Friends agree that the Library administration has the final say in accepting or
declining any and all gifts made to the Library.
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2.6 The Friends agree to engage in advocacy efforts on behalf of the Library under the
guidance of the County and Library Administration.
2.7 The Friends agree that if they cease to actively fundraise and promote the Library,they
will disband, allowing for a new Friends group to be established in the future.
B. INDEMNIFICATION AND LIABILITIES
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1. Friends shall be solely responsible to parties with whom it shall deal with in
carrying out the terms of this agreement and shall save the County harmless against all claims of
whatever nature by third parties arising out of the performance of work under this agreement. For
purposes of this agreement, Friends acknowledges that Friends is not an employee or agent of the
County, but is an independent 501 (c) (3)non-profit organization.
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2. To the extent permitted by law set forth in F.S. 768.28, the County shall be solely a
responsible to parties with whom it shall deal in carrying out the terms of this agreement and shall
save Friends harmless against all claims of whatever nature by third parties agrees to be fully
responsible to the limits set forth in such statute for its own negligent acts or omissions, or
intentional tortuous acts, which result in claims or suits arising out of the performance of work
under this agreement.
3. The County recognizes that Friends, its staff and volunteers are not employees or
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agents of the County in any form and that they maintain their own system of management and
personnel policies.
4. Nothing herein is intended to serve as a waiver of sovereign immunity by any party
or recipient to whom sovereign immunity applies. Nothing herein shall be construed as consent by
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a County agency or subdivision of Monroe County to be sued by third parties in any matter arising
out of this or any other contract.
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5. Friends agrees to indemnify, defend, and hold free and harmless, the County and
each of its members, agents, servants, employees, officers, and directors, from and against any and
all actions, claims, liabilities, assertions of liability, losses, costs, and expenses including, but not
limited to, attorney fees, reasonable investigative and discovery costs, and court costs, which in
any manner may arise or be alleged to have arisen, or resulted, or alleged to have resulted, from
the presence and activities, or any nature or otherwise of Friends,its agents, servants,or employees
relating to this MOU, including but not limited to, claim or claims for bodily injury or death of 0
persons, and for loss of or damage to property, including claims or loss by the County or its agents,
servants, and employees 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,
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administrative proceedings, 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 c
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expenses 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 Friends or any of its employees,
agents, volunteers, contractors or other invitees during the term of this Agreement, (B) the
negligence or willful misconduct of Friends or any of its employees, agents, volunteers, sub-
contractors or other invitees, or (C) Friends' default in respect of any of the obligations that it
undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of E
action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts L
or omissions of the County or any of its employees, agents, contractors or invitees (other than
Friends). Insofar as the claims, actions, causes of action, litigation,proceedings, costs or expenses 0
relate to events or circumstances that occur during the term of this Agreement, this section will
survive the expiration of the term of this Agreement or any earlier termination of this Agreement.
6. The County agrees to indemnify, defend, and hold free and harmless to the extent
permitted by law, Friends and each of its volunteers, members, agents, servants, employees, 0
officers, and directors from and against any and all actions, claims, liabilities, assertion of liability,
losses, costs, and expenses including, but not limited to, attorney fees, reasonable investigative
and discovery costs, and court costs, which in any manner may arise or be alleged to have arisen,
or resulted, or alleged to have resulted,from the presence and activities, or any nature or otherwise
of the County its agents, servants, or employees relating to this MOU, including but not limited to
claim or claims for bodily injury or death of persons, and for loss of or damage to property, 0
including claims or loss by the County or its agents, servants, and employees.
C. AMENDMENT OF CANCELLATION OF THIS MEMORANDUM ,
This MOU may be amended or modified at any time in writing by mutual consent of both Parties. 2
In addition, the MOU may be cancelled by either party with 90 days advance written notice, with
the exception where cause for cancellation may include, but is not limited to, a material and E
significant breach of any of the provisions contained herein, when it may be cancelled upon
delivery of written notice to the other party.
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D. MEDIATION DISPUTE RESOLUTION
The Parties to this MOU agree that should any dispute arise through any aspect of this relationship,
including, but not limited to, any matters, disputes or claims, the parties shall confer in good faith
to promptly resolve any dispute. In the event that the parties are unable to resolve the issue or
dispute between them,then the matter shall be mediated in an attempt to resolve any and all issues
between the parties. If the issue or issues are still not resolved to the satisfaction of the parties, 0
then any party shall have the right to seek such relief or remedy as may be provided by this
Agreement or by Florida law. This Agreement is not subject to arbitration.
E. NOTICE
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Any notice or communication required or permitted under this MOU shall be sufficiently given if
delivered in person or by certified mail, return receipt requested, to the address set forth in the
opening paragraph or to such address as one may have furnished to the other in writing.
F. GOVERNING LAW
This MOU shall be governed by and construed in accordance with the laws of the State of Florida. LLN
G. SEVERABIL,ITY CLAUSE 0
In the event that any provision of this MOU shall be deemed to be severable or invalid, and if any
term, condition, phrase or portion of this MOU shall be determined to be unlawful or otherwise
unenforceable,the remainder of the MOU shall remain in full force and effect, so long as the clause
severed does not affect the intent of the parties. If a court should find that any provision of this
MOU to be invalid or unenforceable,but that by limiting said provision it would become valid and
enforceable, then said provision shall be deemed to be written, construed and enforced as so
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limited. .�
H. ASSIGNMENT
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Neither party to this MOU may assign or transfer the responsibilities or agreement made herein
without the prior written consent of the non-assigning party, which approval shall not be
unreasonably withheld.
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I. ENTIRE UNDERSTANDING
The herein contained MOU constitutes the entire understanding of the Parties signing this MOU
desire or intend that any implementing contract, license, or other agreement entered into between E
the Parties subsequent hereto shall supersede and preempt any conflicting provision of this MOU
whether written or oral.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed this
day of , 2021.
(SEAL)
ATTEST: KEVIN MADOK, CLERK BOARD OF COUNTY COMMISSIONERS OF c
MONROE COUNTY, FLORIDA
By: By:
Deputy Clerk Mayor Michelle Coldiron
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FRIENDS OF THE KEY LARGO LIBRARY, INC. '
By:
Title:
2
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P I�CDV�COUNTY
PEb J.J. . RCA
Date 6/1/21 N
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