10/20/1993 Agreement
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AGREEMENT FOR ADMINISTRATIVE SERVICES
THIS AGREEMENT, made this J<J..J::J;::::'Cfay of ~~ 1993. by and between the Board
of County Commissioners of Monroe County, Florida (hereinafter referred to as County) and 3406
North Roosevelt Boulevard Corporation (hereinafter referred to as Provider), a corporation
incorporated in the State of Florida.
WHEREAS, the County is authorized to contract for the provision of services of operating an
administrative office for tourism promotion; and
WHEREAS, Provider was created for the purpose of continuity in the provision of said
services; and
WHEREAS, Provider has satisfactorily provided such services for one year; and
WHEREAS, the parties anticipate a change of the Providers Board of Directors to be
constituted of the Monroe County Tourist Development Council (hereinafter referred to as TDC)
members; and
WHEREAS, the TDC has, by a majority vote of a quorum meeting on September 15, 1993,
recommended to County execution of an agreement to continue administrative services through
provider;
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the
parties agree as follows:
1. Contract Period: This agreement is for the period commencing November 12, 1993
through September 30, 1996, unless earlier terminated pursuant to paragraphs 8 or 26 below.
County shall not be obligated to pay for any services provided by Provider after the effective date of
"7 "1
termination. ~ r. ~
2. Scope of Agreement: The Provider shall provide the work plan a~jrvic~ des~ibed in
detail in Exhibit A, attached hereto and incorporated herein by reference. T~ ~Provid~shalI~rovide
competent personnel necessary to perform this Agreement and shall be wtiffiy resp6nsibl~, for the
successful completion of services required under this Agreement. -< . ';':; , ~
""r'
3. Payment: > ~-~
a) County shall pay from tourist development tax funds, an amount not to exceed Three
hundred and ninety-four thousand dollars ($394,000.00) for the first period of this agreement which
period shall be from November 12, 1993, through September 30, 1994 in order to coordinate the
contractual period with the County's fiscal year. For each of the remaining years, under this
agreement, County shall pay from tourist development tax funds such amounts as are established in
amendments to this agreement. The budget the for period ending September 30, 1994 is attached
hereto as Exhibit B and incorporated herein.
b) Payment shall be made as follows:
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o Provider shall submit monthly, to the County's finance office, an estimate of
payroll costs, including salaries and related fringe benefits, necessary to be paid during the following
month. The submitted documentation shall include an accounting for the monies advanced
previously for the payroll costs. Any monies previously advanced and not expended at the time of
submission of this documentation shall be deducted from the total estimate of costs for the following
month in determining th~ amount to be advanced. Payment for the following month's payroll cost will
be remitted to Provider in advance of the corporate employee pay dates provided the request for
advance with necessary documentation has been submitted to County's finance office in a timely
manner prior to said pay date.
ii) Provider shall be reimbursed for all reasonable corporate expenditures
reimbursable under County's guidelines and policies as applied to the 3406 North Roosevelt
boulevard Corporation. Provider may submit bills for reimbursable expenditures to County's finance
office to be paid directly from County to any payee entitled to said reimbursement.
(c) Subject to the appropriation of funds, the County shall make payment under this
Agreement upon presentation to the Tourist Development Council, at 3406 North Roosevelt
Boulevard, Suite 201, Key West, Florida of an invoice, or requisition for payment, by the Provider.
The request for payment shall indicate the time periods for which payment is requested and shall be
accompanied by documentation certifying that services for which the payment request is made have
been rendered. (See paragraph below regarding records and accounts.)
4. Records - Access and Audits: The Provider shall maintain adequate and complete records
to justify all charges, expenses and costs incurred in performing the work for at least three (3) years
after completion of this Agreement. The County shall have access to such books, records, and
documents concerning the contracted services. The access to and inspection of such books, records,
and documents by the TDC/County shall occur at any reasonable time. Provider understands that it
shall be responsible for repayment of any and all audit exceptions identified by TDC/County. Any
current or subsequent contract awards will be offset by the amount of any audit exceptions. In the
event there are not funds still held by TDC/County for a contract award, the amount of audit exception
shall be billed to Provider who shall promptly pay same.
5. PersonneVPrincipals:
a) The Provider acknowledges that a major reason for its selection by the County to perform
the services described in this agreement is the qualification and experience of the principal personnel
and executive directors which Provider has represented will be responsible therefor. The Provider
therefore agrees that the directors and officers shall be primarily responsible for the performance of
this Agreement.
b) The Provider may employ such personnel as are necessary to provide the services, subject
to availability of funding by County. Provider agrees to provide documentation or evidence of the
actual amounts of time expended by said personnel upon request from County.
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c) Should any material change in the directorship and officers of the Provider occur during the
term of this Agreement, it shall be necessary for the Provider, as newly constituted, to provide such
documentation of ability of new principals to continue to perform this contract. Such assurances of
ability to perform shall include, but not be limited histories of related experience of directors and
officers.
6. Offices: County shall provide such premises, equipment and supplies as are required for
the day to day operation of the administrative office pursuant to County policy and guidelines. As of
the commencement of this contract, said premises, equipment, and existing supplies are located at
3406 North Roosevelt Boulevard, Suite 201. All additional procurements for use by the administrative
office shall comply with all statutes, ordinances, rules and regulations governing such procurements
by the County.
7. Independent Contractor Relationship: The Provider, is and shall be, in the performance of
all works, services, and activities under this Agreement, an independent contractor and not an
employee, agent or servant of the County. The Provider shall exercise control, direction, and
supervision over the means and manner and personnel in which it and its employees perform the
work. In all respects, the "Provider's" relationship and the relationship of its employees to the County
shall be that of an independent contractor and not as employees or agents of the county. Moreover,
the Provider shall have no authority whatsoever to act on behalf and/or as agent for the County in any
promise, agreement, or representation other than specifically provided for in this Agreement. The
County shall at no time be legally responsible for any negligence on the part of said contractor, its
employees or agents, resulting in either bodily or personal injury or property damage to any individual,
form, or corporation.
8. Modification: Additions to, modification to, or deletions from the Scope of Work and/or
costs of work set forth in this contract may be made only by amendment to this agreement which
must be approved in writing by the County. No modification shall become effective without written
approval of County.
9. Breach and Penalties: The parties agree to full performance of the covenants contained in
this contract, and the County reserves the right at its discretion to terminate the services in this
contract for any misfeasance, malfeasance, or nonperformance of the contract terms or negligent
performance of the contract terms by Provider. Any waiver of any breach of covenants herein
contained shall not be deemed to be a continuing waiver and shall not operate to bar the County from
declaring a forfeiture for any succeeding breach either of the same conditions or covenants or
otherwise.
10. Insurance Requirements: The Provider shall carry during the term of this agreement public
liability insurance, including bodily injury and property loss damage to cover all claims, demands or
actions by any person or entity in anyway arising from the operation, of the agreement. Such liability
insurance shall !'fleet the following minimum requirements:
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A) Workers' Compensation and Employer's Liability:
Workers' Compensation............ ....... ....Statutory Limits
Employers' Liability.............................. .$200,000/$500,000
B) General Liability:
$250,000 per Person; $500,000 per Occurrence
$50,000 Property Damage; $5,000 Mad. Payments
or
$500,000 Combined Single Limit; $5,000 Med. Payments
C) Vehicle Liability:
As a minimum, coverage should extend to liability for:
o Owned; Non owned; and Hired Vehicles
o Medical Payments
$100,000 per Person; $300,000 per Occurrence
$50,000 Property Damage; $5,000 Med. Payments
or
$300,000 Combined Single Limit; $5,000 Med. Payments
D) Professional Liability:
$2,000,000 per Occurrence
Monroe County and the Monroe County Tourist Development Council shall be named as additional
insureds under the insurance policy and such insurance shall be primary and non-contributing with
any insurance carried by the County. The Provider shall furnish the County with a certificate
evidencing the insurance required by this paragraph at the time of executing this agreement.
11. Indemnification and Hold Harmless: The Provider shall indemnify and hold harmless the
County, their departments, agencies, officials, employees, agents, servants and contractors, against
any claims, liabilities and expenses (including reasonable attorney's fees) arising as a result of any
direct and/or indirect action of Provider, its employees, agents, servants and/or contractors in the
performance of the terms of this agreement or otherwise related to activity conducted in the
furtherance of this agreement except to the extent that, in the case of any act of negligence, Provider
reasonably relied upon material supplied by the County or any employee of County. Provider shall
immediately give notice to County of any suit, claim or action made against Provider that is related to
any activity under this Agreement and will cooperate with the County in the investigation arising as a
result of any suit, claim or action related to this Agreement.
12. Permits: The Provider shall secure all required permits, and/or licenses necessary for this
project, subject to reimbursement or direct pay provisions of paragraph 3.
13. Laws and Regulations: (a) This Agreement shall be construed by and governed under the
laws of the State of Florida unless in an area of law pre-empted be federal law. Provider agrees for
venue of any dispute to lie in Monroe County, Florida.
(b) Provider shall comply with all laws, including but not limited to those listed in Exhibit C.
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(c) The Provider shall comply with all federal, state and local laws and ordinances applicable to
the work or payment for work thereof, and shall not discriminate on the grounds of race, color,
religion, sex, age, or national origin in the performance of work under this Agreement.
(d) Any violation of said statutes, ordinances, rutes, regulations and executive orders shall
constitute a material breach of this Agreement and shall entitle the County to terminate this
Agreement immediately. upon delivery of written notice to the Provider.
14. Taxes: The County is exempt from Federal, Excise and State of Florida Sales Tax.
15. Finance Charges: The County will not be responsible for any finance charges.
16. Severability: If any provision of this contract shall be held by a court of competent
jurisdiction to be invalid or unenforceable, the remainder of this contract, or the application of such
provision other than those as to which it is invalid or unenforceable, shall not be affected thereby; and
each provision of this contract shall be valid and enforceable to the fullest extent permitted by law.
17. Liquidated Damages: Any delay in performance or failure to perform not excused under the
next paragraph, No. 17, shall result in County deducting $50.00 per day of delay or of non-
performance from monthly payment.
18. Force Maieure: The Provider shall not be liable for delay in performance or failure to
perform in whole or in part, the services due to the occurrence of any contingency beyond its control
or the control of any of its sub-providers or suppliers, including labor dispute, strike, labor shortage,
war or act of war whether an actual declaration thereof if made or not, insurrection, sabotage, riot or
civil commotion, act of public enemy, epidemic, quarantine restriction, accident, fire, explosion, storm,
flood, drought, or other act of God, act of any governmental authority, jurisdictional action, or
insufficient supply of fuel, electricity, or materials or supplies, or technical failure where the Provider
has exercised reasonable care in the prevention thereof, and any such delay or failure shall not
constitute a breach of the Agreement. The Provider shall notify the County of any delay or failure to
perform within five (5) days of such action. Upon demand of County, the Provider, must furnish
evidence of the causes of such delay or failure.
19. Assignment: Provider shall not assign, transfer, sublease, pledge, hypothecate,
surrender, or otherwise encumber of dispose of this contract or any estate created by this contract or
any interest in any portion of the same, or permit any other person or persons, company or
corporation to perform services under this contract without first obtaining the written consent of the
County. In the event of such consent, this agreement shall be binding upon the Provider's successors
and assigns.
20. Disclosure: The Provider shall be required to list any or all potential conflicts of
interest, as defined by Florida Statute 112 and Monroe County Ethics Ordinance. The Provider shall
disclose to the COl:Jnty all actual or proposed conflicts of interest, financial or otherwise, direct or
indirect, involving any client's interest which may conflict with the interest of the TDC/County.
21. Additional Conditions: Provider agrees to accept additional conditions governing the use of
funds or performance of work as may be required by federal, state or local statute, ordinance or
regulation or by other policy adopted by County. Such additional conditions shall not become
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. effective until Provider has been notified in writing and no such additional conditions shall be imposed
retroactively.
22. Independent Professional Judament: Provider shall at all times exercise independent
professional judgment and shall assume full responsibility for the service to be provided and work to
be completed.
23. Care of Property: The Provider shall be responsible to the TDC and County for the
safekeeping and proper use of the property entrusted to Provider's care, and to process all
documents necessary to continue, without interruptions any maintenance or service contracts relating
to such equipment for its service life.
24. Ethics Clause: The Provider warrants that it has not employed, retained or otherwise had
act on its behalf any former county officer or employee subject to the prohibition of Section 2 of
Ordinance No. 010-1990 or any TDC or County officer or employee in violation of Section 3 of
Ordnance No. 010-1990. For breach or violation of this provision the County may, in its discretion,
terminate this contract without liability and may also, in its discretion, deduct from the contract or
purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or
consideration paid to the former TDC or County officer or employee.
25. Notice: Any notice required or permitted under this Agreement shall be in writing and hand-
delivered or mailed, postage prepaid by certified mail, return receipt requested, to the other party as
follows:
To Provider:
3406 North Roosevelt Boulevard Corporation
c/o Mr. John E. Bigler, Jr. Attorney-At-Law
604 Whitehead Street
Key West, FL 33040
To TDC/County:
County Attorney
310 Fleming Street
Room 29
Key West, FL 33040
26. Termination: Termination of this Agreement shall occur at the natural ending date, or
earlier should County determine that there has occurred any material breach of any covenants herein
contained, a change in organization of either Provider or TDC occurs or the source of funds be
exhausted, eliminated or otherwise ceased, or the County otherwise deems it in the best interest of
the County to terminate. Termination may be with or without cause.
(a) In the event that funds are partially reduced, the parties hereto shall renegotiate the
terms of this agreement. If no agreement can be reached within 30 days of notice of reduction of
funds, the Agreement may be terminated at the County's option upon written notification to Provider.
County shall not be obligated to pay for any service of work provided after the effective date of
termination.
(b) In the event County terminates for breach of contract, termination shall be effective
immediately or at such time as County shall declare in its act to terminate for cause.
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(c) In the event County terminates without cause, the termination shall not take effect until
at least two weeks (fourteen calendar days) subsequent to written notice to Provider.
27. Time: Time shall be of the essence as to this Agreement.
28. Full Agreement: This Agreement constitutes the entire and full understanding between the
parties hereto and neither party shall be bound by any representations, statements, promises or
agreements not expressly set forth herein and in duly executed amendments under paragraph 8
hereof.
IN WITNESS WHEREOF, the parties have executed this agreement the day and year first
above written.
3406 North
(SEAL) ..
Attest DANNY L. KOLHAGE, Clerk
~C.~
Clerk
Monroe County Board of County
Co . ioners
Approved as to form and legal sufficiency: ~_flC?(~
Date: /0 1(, I 'j:J
. I ,
~
Mayor/Chairman
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EXHtBIT A
SCOPE OF SERVICES
1. Administration, maintenance and supervision of a full-time office located in Key West,
Florida, and used exclusively for activities of the Monroe County Tourist Development Council,
an advisory board to the County. Regular hours of business shall be from 9:00 a.m. to 5:00
p.m. Monday through Friday, excluding holidays observed by County. Provider shall provide a
full staff for administration of TDC business during Regular Hours of Business and shall keep
the administrative office open to the public and County during said hours.
2. Placing public notices required for all meetings of the Tourist Development Council,
District Advisory Committees and all other committees of both; preparing and delivering to
designated recipients agenda packets for said meetings; attending, recording, and transcribing
minutes of all such public meetings.
3. Represent TDC in tourist development matters in accordance with TOC policy and
directives, as approved by County.
4. Coordinate advertising, public relations, telemarketing and market research agency
functions.
5. Disseminate TOC information upon receipt of written requests for such information
and subject to laws governing public records and disclosure.
6. Prepare and maintain TOC documents, records and reports required by TDC or
County.
7. Maintain the existing policy and procedure service manual, update as required by
TOC and County directives, and adhere to the provisions of said manual.
8. Prepare annual TDC budgets in accordance with all state and local statutes,
ordinances, rules and regulations.
9. Coordinate TDC participation in trade shows and similar events, nationally and
internationally.
10. Supervise, coordinate and provide to County and appropriate District Advisory
Committees applications for TDC funding and responses to TDC RFP's.
11. Assist coordination and intercommunication between and among the Districts and
their Advisory Committees.
12. Assist Chambers and any other contractors in the maintenance of Tourist Information
Service agreements.
13. Provide to TDC and County all financial information available regarding requests for
advertising, marketing, public relations, and events expenditures.
14. Carry out marketing research and analyze said research as required by TDC to
continuously address the need for changed directions in advertising and promotion of Monroe
County as a tourist destination.
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EXHIBIT B
ADMINISTRATIVE BUDGET
SALARIES & RELATED COSTS
INSURANCE & RELATED
CORPORATE COSTS'
$363,815
$30,185
$394,000
* Accounting fees
legal fees
annual corporate fees
name change
bank charges
J. Arden Medical Insurance
Worker1s Compensation
Gen eral Liability
Professional Liability
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EXHIBIT C
Laws And Regulations
(1) The National Environmental Policy Act of 1969 (42 U.S.C. s. 4321 et seq.) and 24
C.F.R. Part 59:
(2) Executive. Order 11988, Flood plan Management;
(3) Executive Order 11990, Protection of Wetlands;
(4) The Endangered Species Act of 1973, as amended (16 U.S.C. s. 1531 et seq.);
(5) The Fish and Wildlife Coordination Act of 1958, as amended, (16 U.S.C. s 661 et seq.);
(6) The Wild and Scenic Rivers Act of 1968, as amended, (16 U. S. C. s 1271 et seq.);
(7) The Safe Drinking Water Act of 1974, as amended (42 U. S. C. s 300f et seq.);
(8) Section 401 (f) of the Lead-Based Paint Poisoning Prevention Act, as amended (42
U.S.C. s 4831 (b) et seq.);
(9) The Clean Air Act of 1970, as amended (42 U.S.C. s. 7401 et seq.);
(10) The Federal Water Pollution Control Act of 1072, as amended (33 U.S.C. s 1251 et
seq.);
(11) The Clean Water Act of 1977 (Public Law 95-217);
(12) The Solid Waste Disposal Act, as amended by the Resource Conservation and
Recovery Act of 1975 (42 U.S.C. s. 6901 et seq.);
(13) Noise Abatement and Control: Departmental Policy Implementation Responsibilities,
and Standards, 24 C.F.R. Part 52, Subpart B;
(14) Flood Disaster Protection Act of 1973, P.L. 93-234;
(15) Protection of Historic and Cultural Properties under HUD Programs, 24 C.F.R. Part 59;
(16) Coastal Zone Management Act of 1972, P.L. 92-583;
(17) Executive Order 11593, "Protection and Enhancement of The Cultural Environment";
(18) Architectural and Construction Standards;
(19) Architectural Barriers Act of 1968,42 U.S.C. 4151;
(20) Executive Order 11296, relating to evaluation of flood hazards;
(21) Executive Order 11288, relating to the prevention, control and abatement of water
pollution;
(22) Cost-Effective Energy Conservation Standards, 24 C.F.R. Part 39;
(23) Section 8 Existing Housing Quality Standards, 24 C.F.R. Part 882;
(24) Section 319 of Public Law 101-121, as provided in the "Government wide Guidance for
New Restrictions on Lobbying; Interim Final Guidance" published in the December 20,
1989 Federal Register, which prohibits recipients of federal contracts or grants from
using appropriated funds for lobbying in connection with a grant or contract, and
requires that each which requests or receives a federal contract or grant, and their sub-
recipients, disclose lobbying undertaken with non-federal funds (See attachment D); and
(25) Executive Order No. 11246 of September.
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SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(a),
FLORIDA STATUTES. ON PUBLIC ENTITY CRIMES
THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER
omCIAL AlJTHORIZED TO ADMINISTER OATHS. .
1. This sworn statement is submitted to/f!t>NR/)& ~iLJIJi~Afd cP (It..)I..UJv (Jr1(/Il/<;.c;/'o-ner.s. .
_ <:" / --r' r [print e or the pubUc entity]
by I....J~Mi.I~ _ oJ. re/ ',uer
[print IDclIvklual'l ..me and tltleJ
tor 3i/tJ~ AJor..f4t ~lJcSpue f.I- {1/ucJ. (1L)rp.
. [print name or entity lubmJttfna IWOI'D ltatement]
whose business address is
_']4{)(p AJ". ~~<:; Ec.I~ /+- glue!
f\:. (/ LUt! $-1 FL. < '3 8(J <h
, "
and (if applicable) its Federal Employer Identification Number (FEIN) is
(If the entity bas no FEIN, include the.Sodal Security N~ of the individual sijning this
sworn statement: o4~ - (J."g- .:J..j'b.s- .)
2. I understand that a -public entity crime- as detlned in Paragraph 287.133(1)(g), Florida Statutes. means a
violation of any state or federal law by a penon with respect to and directly related to the traDsaction of
busiDas with any public entity or with an &geDCy or poIiticall1lbdiYision of any other state or onbe United
States, iDcluding. but not limited to, any bid or oontract for JOOds or seivices to be pl'OYided to any public
entity or an agency or political subdivision of any other state or of the United States and involving antitrust,
fraud. theft, bribery, collusion, racketeering. conspiracy, or material misrepresentation.
3. I understand that -oonvicted- or .conviction- as defined in Parapph 287.133(1)(b),1'IorIda ~tMDtaIL maDS
a finding of guilt or a conviction of a public entity crime, with or without an adjudication of pilt, in any
federal or state trial court of record relating to charges brought by indictment or information after July 1,
1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo oontendere.
4. I undcntand that an -affiliate- as defined in Paragraph 287.133{I)(a), Florida Statutes. means:
1. A predecasor or successor of a person oonvicted of a public -entity crime; or
2. An entity under the oontrol of any natural perIOn who is Ktive in the management of the entity and
who has been oonvicted of a public entity aime. The tenD .atmiate- Includes thole ofticen, directors,
execu~ partners, shareholders, employees, members, IDd agents who are active in the JDaDaFlDent of
an affiliate. The ownership by one person of shares oonstituting a oontrolling interest in another person,
or a pooling of equipment or inoome among persons when not for fair market value under an arm's length
agreement, shall be a prima facie case that ODe person oontrols another person. A person who knowingly
enters into a joint venture with a person wbo has been CODVictec1 of a public entity crime in Florida during
the preceding 36 months shall be oonsidere4 an amuate.
S. I understand that a .person- as defined in Parapph 287.133(l)(e), P'lorida Statutes. means any natural
person or entity organized under the laws of any state or of the United States with the legal power to enter
into a binding contract and which bids or applies to bid on oontracts fOr the provision of goods or services
let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The
term -person" includes those omeers, directors, e:recutM=s. panDen,. shareholders, employees, members, and
agents who are active in management of an entity.