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B. County Administrator BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: December 8. 2006 Division: Countv Administration Bulk Item: Yes --X- No Department: Countv Administration Staff Contact Person: Debbie Frederick AGENDA ITEM WORDING: Acceptance of award from South Florida Workforce for an Employed Worker Training Program. ITEM BACKGROUND: South Florida Workforce has awarded Monroe County funding to implement an Employed Worker Training Program. The initial training will be held for supervisors. Most supervisors have participated in minimal training and many have not had any formal training since they have held their respective supervisory positions. Additional training sessions for all employees will be offered in a subsequent program beginning in January. PREVIOUS RELEVANT BOCC ACTION: N/A CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATIONS: Approval. TOTAL COST: $111.702.61 BUDGETED: Yes --X- No COST TO COUNTY: $63.199.91 in Matching Funds: use of Count v facilities. trainee wages SOURCE OF FUNDS: REVENUE PRODUCING: Yes No -X- AMOUNT PER MONTH_ Year APPROVED BY: County Atty _ OMB/Purchasing _ Risk Management_ DOCUMENTATION: Included X Not Required_ DISPOSITION: AGENDA ITEM # B.1 Revised 2/05 Frederick-Debble From: Sent: To: Subject: jcoslas@ycoop.org Thursday, December 07, 2006 12:53 PM Frederick-Debbie Fw: REVISED COVER LETTER FOR TRAINING PROPOSAL /""-~-_._---~...... ('" Approved --"'~, ~::::::~ [,...6"" m~BlackBerry@ wireless device -----Original Message----- From: "Juan Hernandez" <jhernandez02@southfloridaworkforce.com> Date: Thu, 7 Dec 2006 12:31:41 To:<jcostas@ycoop.org> Cc:"Don Walker" <dwalker@southfloridaworkforce.com> Subject: FW: REVISED COVER LETTER FOR TRAINING PROPOSAL Jorge, please see the e-mail below from Mr. Beasley approving the training. Thanks, Juan -----Original Message----- From: Rick Beasley Sent: Thursday, December 07, 2006 11:24 AM To: Juan Hernandez Subject: RE: REVISED COVER LETTER FOR TRAINING PROPOSAL The training is approved. Rick Beasley Executive Director South Florida Workforce 7300 Corporate Center Drive - Suite 500 Miami, Florida 33126 305-594-7615 Ext. 369 rbeasley@southfloridaworkforce.com -----Original Message----- From: Juan Hernandez Sent: Wednesday, December 06, 2006 5:27 PM To: Rick Beasley Subject: FW: REVISED COVER LETTER FOR TRAINING PROPOSAL Mr. Beasley, please review the revised Need Statement attached it explains the need for training. Please advice, Juan -----Original Message----- From: jcostas@ycoop.org [mailto:jcostas@ycoop.org] Sent: Wednesday, December 06, 2006 2:05 PM To: Juan Hernandez Subject: Fw: REVISED COVER LETTER FOR TRAINING PROPOSAL Sent from my BlackBerry@ wireless device -----Original Message----- From: "Frederick-Debbie" <Frederick-Debbie@MonroeCounty-FL.Gov> Date: Wed, 6 Dee 2006 13:01:38 To:"Jorge Costas" <jcostas@ycoop.org> 1 Subject; REVISED COVER LETTER FOR TRAINING PROPOSAL Attached please find a revised cover letter for Monroe County's funding request. Debbie 2 ?p.!.lth flO'tkoda t" \\).\;;;",110 jro,r,O)!,":-r_ (et \1 v I.;\j.. .u. ' '-'--. iI~~;JJ- ~ ~~. . --if ;:'~':':~k-Empll1yF/o~;d/J .- A' ~, City & County: utl1ori::ted Contact PenlOn: Telephone Numb$r: 33040 DIrector, Employee ServIces 0110111823 Are you currem on aU Federal, Stete-, and Local Taxes? Whet is the legal stNcture of your OI'g8f\Jzallon? Wha1 is your organtzatioo., primary SIC Code? What are yOlK organization's other SIC Codes? What 1& your Federal Employer Ideotlfioafion Number (EIN)? What is your Unemployment Compensation (UC) 10*-7 Whal is your Aorida Sales & USe Tax (FSVT) number? ,.. YES Government enc 9199 Check your SIC Codes here: - - EIN 55-630749 self insured Leam about EINs nere: Lelilm about UC here; Please describe yoor business, ns products and/or servlce$, enet your CU$lomerbeae: Public service responsive to the needs of the citizens, community. and environment of Monroe County, 8rtefly deSCribe the anticipated benelfts and outcomes of your lralr'ling ptOgtam: The fin;t monlt1 01 an anticipated six month !raIning program win cover two main teplc8: 1) Overview of Policies and Procedures: Organlzaflonal ctlart, Performance review. and Improvement plans; Review of requlfed f0lm3 and wrlttefl reports; SupaM"SOty t*lulrementt. and re6pOfl61bllities; Goals and professional developf'nftnt; 2) Adminiltratlon and interpretalion o1lhe Myars.-Br\g99 Type lmilcator; de~ng increased tlnow!edge in personality preferences and hOw each personality type affects communication. d~on-making, problem solving and Interac1iOfl WIth colleagues and emplcyeef_ Training Start Dale: (a) Grant Request Dollars: (b) Your Malchlng Funds: (c) Total C06t (d) Matching Fund 'Yo: $ S (c. a+b) $ (d=b/c) 31..f.Aay.07 0Ia1 NumberofTraineee (f) SFW Cosl Per Trainee: (g) Total Hourly Wage 111Cl88se" {h) Average Hourly Wage Increa58: (f=aJel $ 170 285.31 (tl=g/e) Will this uainiog creale any vacanCies Ihat SFW can helD mn j ~mH WWWH Hm~WU wmu jl'WU~H H"H'U f ;~;-~~~~~:~a~~~::;a;5 n fj ~ ! 5 ~ a a ~ & ~ a ~ i ~ ~ ~ ~ ~ ~ a a f !~~~~~~~~~~~~~~~~ ! . . . . ~ ~ ti . . . ! ~~~~~~~~~~~~~~~~~~~~~ 1 ! !i ! ) : j > - ~ ~ i i J III j j j ! ~ ~ I.' _ _ _ _ _ _ . . 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Mye,-s..8riggs Step 1IInt&rpr&tJve b Report (Form QJ for 170 supervisors @$24.75p/svpelVlsor. $4.207.10 $ 4,207.70 c On-line SElH.fJ fee 595.00 $ 595.00 d "TyPff in Organizations~ booklet. 170@$10.DOelJCh 1700.00 $ 1,700,00 . a b c d south florhda /"J VVCGYil'k ltOlErr;rg; ]IJ "",;,,, fmp/;y f1odd, C"L PriVate Instructor 33462,00000 Title: Tralnl Consultant Fax Number: 561-588-9788 Tralnln Location Monroe Coun Monroe Coun Various Locations Various Locations provider Name (2 : Street Address: ell & County: thorized Contact Person Tele hone Number: T of Trainer: ( lease ZIp Code: -: Fax Number: """'list} # 1 2 3 Traini Oesc ' tIon Tralnl location Attach your latest 10K, audit report, annual report, or equivalent financial statement. As an authortzed representative of tOe o!'gsnization applying tor the "CuslomlZe Trakling Award-. I hereby certify that the Information listed above and attached to this application Is true and aCaJrate. I am aware that any false information or Intended omissions may subject me to dvil or criminal penalties for flltng of false pubKc records anel/or forfeiture of any training award approved through this program. NAME: Debbie Frederick , TITLE: Deputy County Administrator SIGNA TUR .' ))/ ',~ ::,/, ./~ ,,'J/ _.,j ,=l..ilcAl, -..7/c./ '...tn', F.. . DATE: 12/05/06 EMPLOYED WORKER TRAINING PROGRAM PROCEDURE (EWTP) The EWTP is funded by the Workforce Investment Act (WIA) to provide training for employed adults (18 years and older) who are deemed in need of training in order to obtain a new position within their current employer's operation or for those employed adults who are at risk of losing their employment unless additional training or services are received. In both instances the training provided, to eligible employed adults, must lead the participant to self-sufficiency as defined by the SFW. The request for training assistance under the EWTP is available to eligible employers in Miami Dade and Monroe counties. Employers can apply tor training assistance tor their workforce by contacting any of the region's One-Stop Career Centers or by contacting the Employer Services unit at SFW. Training services that may be provided in the EWTP includes On-the-Job and/or Customized Training. Funding tor the EWTP is subject to the availability of funds from the region's training pool allocation. Training pool funds are allocated by the SFW board on a yearly basis, therefore all training activities begun during a program year under the EWTP must be concluded prior to June 30th. Commitments for training services beyond June 30th will not be made by the SFW until the board has allocated new program funding to the training pool. Application Criteria Application for the EWTP is open to all employers in Miami-Dade and Monroe counties that meet the following criteria: I. The employer must have been operating in Miami-Dade or Monroe county tor a minimum of one year prior to the date of application, 2. Must be fully licensed to conduct business in Miami-Dade or Monroe county, 3. Must have at least one full-time employee, 4. Must demonstrate financial viability (a favorable report from Dun and Bradstreet or SEC ] OK schedule or submission of any of the following: current financial audit (no more than two years old) or financial compilation prepared by a certified public accountant, Federal Income Tax Return (no more than two years old), 5. Must be current on all federal, state and/or local tax obligations, 6. Must be able to provide a written "Need for Training" statement tor each employed worker as tollows: Page I REV 3/4/03 With application: · Employee(s) current job title(s) and projected post-training job title(s) . Employee(s) current wage(s) and projected post-training wage(s) After approval of application (during intake process): . An assessment must be made of the employee(s) aptitude and interest in training. · Employers must provide documentation of the reason that the employee(s) need the training in order for eligibility to be determined: o Adults who do not meet the definition of Self-Sufficiency: "The employee must be in need of training in order to obtain employment within the employer organization that will lead to self-sufficiency" Include employees' name, social security number, current wage information and projected wage after training. o Adults who do meet the definition of Self-Sufficiency: "Employee will not be retained by the employer unless additional training or services are received" Note: Final approval of application is contingent on employee(s) being determined eligible. Priority of Service In order to allow both large and small employers to have access to EWTP funds, the recommended starting division offunds from the training pool will be 60% for training of 25 or more employees and 40% for 24 employees or less. Through monitoring of the utilization of funds in the pool changes in the funding priority may be taken back to the Board for re-prioritization, if needed. Within these funding parameters the SFW, during the application process, will give priority to those employers that: · Request funding in occupations and industries that have been prioritized through the High Skills/High Wage Committee and approved by the full Board. . Request to upgrade skills of employees in the region's targeted occupations (refer to Targeted Occupation List), and/or in an occupation that is vital to the economic viability of the community. Page 2 REV 3/4/03 . In their grant proposal demonstrate a significant upgrade in employee skills that will therefore lead to their employees retaining self-sufficient employment or obtaining self-sufficiency as applicable. . Providc training at a cost that is reasonable as measured by SFW IT A expenditure guidelines with a cost differential applied to allow for the higher costs of a Customized Training program. Funding Conditions . Employers approved for funding by the SFW must enter into a contract with an SFW funded One Stop Career Center that commits the employer to complete the training project as proposed in their application and/or as negotiated with the SFETC and/or One Stop Career Center opcrator. . All employees selected by the employer for training must complete the SFW WIA enrollment process prior to the commencement of any training or the provision of any services. . For On-the-Job Training employer must pay 50% or more of the trainees' wages. . For Customized Training, employers must provide a matching contribution at least equal to 50% of the total project cost. Allowable match includes, but is not limited to: I. Wages earned by trainees while in training, 2. Wages paid to employecs who are trainers, 3. The documented fair market value of in-kind space costs when training is conducted at the employer's place of business ,or 4. The cost of facilities the employer has rented to conduct the training. . For Customized Training, employers must negotiate a line item budget prior to the commencement of training. . Employers shall keep accurate records during the lifetime of the project and five years after completion of the contract. If any litigation, claim, or audit finding is started before the retention period expires, records shall be retained until all litigation, claims or audit findings involving the records have been resolved and a final disposition made. . Employers are required to submit reimbursement requests along with the required supporting documentation as specified in the contract. . Employers must certify that all information provided lor the purpose of requesting reimbursements and reporting training activities is true and accurate. Page 3 REV 3/4103 . Training must result in the obtainment of a credential by the employee, as established during the contract negotiations, retention for a minimum of six (6) months (or negotiated period) in the self-sufficient employment of individual employees who have obtained a new skill set in new technologies or new production or service procedures, and/or must lead to a promotion and/or an increase in wages earned. Employers that fail to achieve the required employee credentialing and retention, or those that fail to promote employees that complete the training and achieve the credentials, may not be considered for future EWTP funding. Project Completion . All EWTP projects shall be performance based with specific measurable performance outcomes: including the completion of the training project and the number of employees trained. . Final payment for employers receiving EWTP funds will be withheld until the final report is submitted and all performance criteria specified in the grant have been achieved. All final reports and invoices are due to the SFETC no later than 20 days after the completion of the project. All invoices received after the closeout date are subject to disallowancc. . Employers shall provide to the SFETC contract manager sufficient documentation in order to calculate the performance measures required by WIA, and any other outcomes deemed pertinent. Application Review Employers applying for EWTP funding must submit an. original signed application plus one copy to the SFW. Applications received from employers applying for EWTP funding will be reviewed and approved based on the requirements outlined under "application criteria" and the "priority of service" guidelines. When the application is received by SFW the following process will be adhered to: I. The original application and one copy will be date stamped and signed by the staff receiving the application. 2. The original application will be kept in the SFW file and a copy forwarded to the SFW Executive Director. Five additional copies will be made. 3. Funding availability will be monitored by the comptroller who will provide weekly reports to pertinent SFETC/SFW staff. 4. One copy will be forwarded to the Director of the Independent Monitoring Office. IMO staff will review the documentation submitted by the employer and verify Page 4 REV 314103 that the employer: has operated in Miami-Dade or Monroe county a minimum of one year prior to date of application, is tiIlly licensed to conduct business in Miami-Dade or Monroe county, has at least one tiIll-time employee, has demonstrated financial viability and is current on all federal, state and/or local tax obligations. 5. IMO will certifY the employer meets the minimum criteria as outlined above, and inform the appropriate SFW staff to forward three copies of the application to the review team. The review team shall consist of one WIA program staff, one SFW policy analyst, and an employer services staff that is assigned to the specific industry. This review process will be performed under the State of Florida Sunshine Statute and will be open to the public. Notice of the meeting will be posted in the SFW website (www.southfloridaworktt1fce.org) five days in advance of the meeting. 6. The review team will score each application using the EWTP rating worksheet. If application scores 60% the application ",ill be signed oft. by all review staff and one copy sent to the Comptroller to review funding availability. 7. If funds are available the comotroller will sign the application and forward it to the SFW Executive Director. 8. Staff will approve applications requesting funding of less than $50,000. Awards made ofless than $50,000 will be reported to the SFW Board. 9. For funding requests less than $50,000, once the comptroller certifies funding availability, the authorized One Stop representative will contact the employer and make arrangements for a contract negotiation meeting and provision of One Stop services. 10. Applications requesting funding of $50,000 or more will be included in the next scheduled Employer Services Committee meeting agenda for review and, if approved by this committee, included in the Executive Committee agenda. II.. For request of funding of $50,000 or more, if the Executive Committee approves an application, the SFETC Contract Administrator or designee along with the designated One Stop representative will contact the employer and make arrangements for a negotiation meeting between contract staff and the appropriate employer representative. Executive Committee approval of an employer's application provides the Contract Administrator and Employer Consultant the ability to initiate negotiations. Final approval of the application however, is contingent upon the eligibility determination of all the employees to be trained. The final allocation to the employer will be based on the employee(s)' eligibility determination. A report will be provided to the full SFW board that will include the status of contracts, tinal allocations, and progress of the contracted programs. Page 5 REV3J4/0J 12. Applications that fail the IMO review or do not score 60% or better during the application review process will not be recommended for approval. If staff and/or the Employer Serviees or Executive Committees do not approve the application, the appropriate SFW staff will notify the employer of the denial \'1ith the reason(s) for the denial. All applicants denied funding can appeal the decision to the SFW in accordancc with the SFW appeal process. (The appeal process may be accessed through the SFW website) Role of the One Stop Career Center Assignment {!f One Stop for provision of services: I. When the One Stop Career Center is the first point of contact for an employer, either through performing the outreach themselves or if the employer has elected to contact them for the services, the One Stop Career Center staff will be responsible for all eligible participant services. 2. When the contact is done through the SFW Employer Services Unit or job line, the employer will be assigned to the One Stop Career Center using the same criteria as the Employer Consultant account assignments if applicable or based on One Stop proximity to the worksite location. Once assigned, if the EWT funding is under $50,000 the One Stop Career Center operator will be responsible for contract negotiation and provision of services to the employer/employees. If EWT funding is $50,000 or more, the One Stop Career Center operator will be responsible for coordinating contract negotiations with the SFETC contract staff and provision of services to the employer/employees. The One Stop Career Center to which the account is assigned will determine eligibility in accordance with the WIA Adult Employed Worker Training program, provide case management, support services, and ensure that services provided are coordinated through the Employer Consultant assigned to the account. Eligibility and enrollment: The assigned One Stop Career Center shall provide the following services at the worksite or at a location that is convenient to the employer and/or employee: 1. Complete a WIA Application and obtain required eligibility documentation: . Valid Florida identification and social security card, or other acceptable 1-9 documentation in order to establish that the applicant is eligible to work in the United States, and . Proof of selective service registration (for males only). Page 6 REV 3/4/03 2. Assign the participant to an Employer Consultant/case manager who will coordinate services to the employer/cmployee from the One Stop Career Center. 3. Complete an Individual Employment Plan. 4. Obtain from the contract manager a signed and completed Employee Application Documentation Form provided by the employer which contains the following information: . Applicant's current and post training job title . Applicant's current and post training wage . Reason why the applicant is in need of the training . Aptitude and interest for training These services may be provided either at the worksite or the One-Stop Career Center(s) dependent upon the employer's preference and coordinated by the assigned Employer Consultant. 5. Complete all MIS functions to assign a participant to Customized Training and/or On-the-Job Training as appropriate. 6. Provide ongoing case management with participant contact at a minimum of once per month. Contact with the participant during working hours must be scheduled at the participant's convenicnce so as not to interfere with the employer's operations. All participant contacts and the results of the contact must be documented in the participant file. The assigned Employer Consultant must approve all methods of contact that will be uscd by the case manager. 7. Provide follow-up case management for a period of twelve months upon program completion. Performance: The credentialing performance standard for cmployed workers, is set at 70% and is calculated as follows: Number of adults employed at registration who exit employed with a credential Number of adults employed at registration who exit From March 1,2003 through June 30, 2003 this measure will be implemented only tor data gathering informational purposes. Starting July I, 2003 this will be a state measure that will impact performance for the region. Page 7 REV 3/4/03 Allowable Activities Employers may request approval for a Customized or On-the-Job training design. Customized Training for Emploved Workers: Customized Training is training that is designed to meet the special requirements of an employer (including a group of employers); that is conducted with a commitment by an employer to employ, or in the case of employed workers, continue to employ in another capacity an individual on successful completion of training; and for which the employer contributes not less than fifty-percent (50%) of the cost of the training. Customized Training of an eligible employed individual may be provided for an employer or group of employers when the following criteria are met: 1. An application for funding award has been approved by the SFW Board, 2. the employee is not earning a self-sufficient wage as defined by SFW, 3. the training relates to the introduction of new technologies, introduction of new production or service procedures, upgrading to new jobs that require additional skills or workplace literacy. Customized Training services may be provided by community colleges, school districts, area vocational-technical centers, state universities or licensed and certified private institutions at a location determined by the employer that meet placement rate, retention rate and minimum wage at placement performance standards and are approved by SFW. Employers may provide the training themselves from a curriculum that has been purchased or developed in-house. The SFETC, during contract negotiations, must approve the curriculum and instructors prior to services being rendered. Reimbursable training expenses may include: . Instructor's Itrainer's salaries . Curriculum development . T extbooks/manuals . Materials and supplies . Tuition/fees to approved educational institutions Non-reimbursable costs include: . Trainee wages . Purchase of capital equipment . Purchase of any item or service that may possibly be used outside of the training project Page 8 REV 3/4/03 . Travel expenses of trainers or trainees . Assessment, testing or certification fees Note: these costs can be included as part of the employer's match. On-the-Job Training (OJTl for Emoloved Workers OJT contracts for Employed Workers may be negotiated for eligible employed workers when: the employee is not earning a wage that provides self-sufficiency (as defined by the SFW), and the OJT relates to the introduction of new technologies, service procedures or upgrades the employee to a new job that will require additional skills or workplace literacy. At the completion of the OJT the employee must earn a wage that will provide himlher with self-sufliciency. Other requirements and procedures for OJT are listed in the SFETC OJT Policies and Procedures Program Directive. Reimbursable OJT expenses: up to 50% of trainee wages Page 9 REV3/4!03 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: December 8. 2006 Division: County Administration Bulk Item: Yes --X- No Department: County Administration Staff Contact Person: Debbie Frederick AGENDA ITEM WORDING: Approval of Agreement with Corporate Consulting & Coaching, Inc. to provide training services to Momoe County employees. ITEM BACKGROUND: The South Florida Workforce has awarded Momoe County $48,502.70 to implement an Employed Worker Training Program. One of the requirements of the program is to hire a Management Consultant to provide training design and delivery of those services. Corporate Consulting will develop training curriculum and hold training sessions which will be scheduled in Key West, Marathon and the Upper Keys for specified County employees. The first session will be targeted at the new supervisor that wants to be a more effective supervisor and member of our leadership team. Future training sessions will include all County employees. The total cost to Momoe County incurred by this Agreement will be reimbursed 100% by South Florida Workforce. PREVIOUS RELEVANT BOCC ACTION: N/A CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATIONS: Approval. TOTAL COST: Not to exceed $48.502.70 - based on the number of trainees that comolete training. BUDGETED: Yes N/A No COST TO COUNTY:Not to exceed $48.502.70 - 100% reimbursable from South Florida Workforce. REVENUE PRODUCING: Yes No X AMOUNT PER MONTH_ Year APPROVED BY: County Atty _ ~urchasing _ Risk Management_ DOCUMENTATION: Included X Not Required_ DISPOSITION: AGENDA ITEM #"{i!;y;;;... Revised 2/05 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Corporate Consulting Contract #_ Effective Date: 12/11/06 Expiration Date: 12/22/06 Contract Purpose/Description: Agreement with Corporate Consulting & Coaching, Inc. to provide training services to Momoe County employees. Contract Manager: Debbie Frederick 4741 Co. Administration/StoD #1 (Name) (Ext.) (Department/Stop #) for BOCC meetinl! on 12/8/06 Agenda Deadline: CONTRACT COSTS Total Dollar Value of Contract: $ 48,502.70 Budgeted? YesD No 0 Account Codes: Grant: $ Reimbursable from South Florida Workforce - $48,502.70 County Match: $ Current Year Portion: $ - - - - ----- - - - - ----- - - - - ----- - - - - ----- ADDITIONAL COSTS Estimated Ongoing Costs: $-"yr For: I !Not included in dollar value above) (eg. maintenance, utilities, ianitorial, salaries, etc.) CONTRACT REVIEW Risk Management ec- O.M.B./Purchasing ''')-7{jp 1- ~", Change~-u' D.~~ Needed ..' eview,er '/ / /.)u ()~ YesDNo /, (. ~ c:1rJ/IICZ, YesDNoGY ]).~~ YesDNo[2f - f.- ~. _ YesD No[]]/" 1}CCT (}~YJ!-1? /G;;! / Date Out Division Director County Attorney { - 12/5:/ t:L. /,2 60 Comments: 3052923516 MONROE COUNTY ATT 10:48:458_m 12-04-2006 2/9 AGUDIENT WITH CORPORATE CONSULTlNG.I: COACRlNG.INC. TO PROVIDE TRAINING !Ir.1IVlCES TO MONROE C01JNTY This Agreement is made and en1med into this day of . 2006. between MONROE COUNTY, FLORIDA ("COUN1Y"), a political subdivision of the State of Florida, w&.- address is 1100 Simnntnn Stm:t, Key West, Florida 33040, and Corporate CcmsulliDg It Coaching. Inc. ("CONSULTANT"), a Florida Corporalioo, whose address is 2096 Circ:1e Place Drive, Lantana, Florida 33462. WIIKRJ:AS, COUNlY desires to provide 1rainiog to employees besed on the results of the Needs Assesllllalt completed by Monroe County supervisors and upon approval of South Florida Workfun:e Development: and WHEREAS, CONSULTANT desires and is able to provide such training; and NOW TIII3lUOU IN CONSIDERATION of the mutual promises and covenanIs con1lIined hCl'Cin, it is agreed as follows: 1. TD it.GRR'RllRNT The Agrcemcut c:onsisIs of this documeat, and its exhibits o.nIy. 1. SCOPE OJ' TIIJ; WORTC A. CONSULTANT sbalI provide training and deli->, services, besed 011 the resul1s of the Needs " ._t comp\elIld by Monroe Camty 9IIpClrVisas and upon approval of South FIorlda WCMiWl.... Developmall(SWD). CONSULTANT will deveJopthe 1rainiog curriculum and f......l...worksbops to.- the UDique needs ofeeeb ~hu..Aldivi$ion of COUNTY. CONSULTANT will submit.draft of the IIIDdouIs, topical ~ wi1h timeu-, and 111ll1dkoltl. whidl will be U8Ild fortraiaing. COUNlY sbalI have the ript offinal8lJlll1Mll of all itans befute IMir use in lnIiniD& -lions; aDd 1benl will be COIIIIIIeIclaIIy avUIIble 'II 111_ inslrumenIs and powa'poalR ,'''''lnas 1hlIl WIll be utilized during ~ The JIUI'CI- of such mah:riaIs will be the sole .....,..,...;biIity of CONSULTANT. In addmo., the phomcopying of such 1rlIiIJiq session will be the BOle responsibility of CONSULT ANT. B. AU traiuiug r . <JIIS deliwnld will be ""-"oe'ed by the __ia.1IUIIIba- of traiDen and besed 011 the skills... .......i-... oftraiuen.. Vdh the exception ofiDitial intbrmmouaI __ for supervison, training win be limited to . nximum of twenty-five (25) participents. TIlIinia& sessions will be cIeIivenld 10 COUN1Y . facilities, limes aDd dales apJlIOJIriate to COUNTY tmploy1:es. 3. PAnaNTSTOCONSllLTANT A. COUNTrS 1""'-_ aDd obliptiou 10 JIIIY uud<< this ......-.. is c:ontiDgeut upon lIIIDlIaI__Mitim by the Bcwd of County CommiIsimaa. B. COUNTY ahaIl JIIIY in scc:mIuce wi1h the Florida Loc:aI <m.._1 Prompt Payment Act; JI8YIIHlIIt will be made after delivay and inspection by COUNTY aDd Upoll suhmj..inn ofiuvoice by CONSULTANT. C. CONSULTANT sbalI submit 10 COUN1Y invoices with supportiDg do.~",,,,"",,'"'" acceptable to the CIest, on. DIOIIIhIy -...,'" iu anars. AccqJl8bility to the CIert is '-d on geaeraIIy ~ ~ principlesaad such law&, rules ud reguJatioos.. may aovem the Clerk's disbursal of fimds. D. ToIlII Compeusstion lD under Ibis Aareemenl ahaIl not ~ FOIly-Nine Thousand Five HUIIdJed and FOlly-five Dollars ($49,545.00). I 3052923516 MONROE COUNTY A TT 10:49:21 a.m 12-04-2006 3/9 E. Expenses fur travel, Iodgiog. pel" diem and other aulboriZ1ld expenses sbaII be not be paid to CONSULTANT uoderthis Agreement. F. Inwices.... to be ........- to Debbie Fn:deric:k, Do:puty County Adminislntor of Monroe County, for approval prior to being submitted to Clerk for payment. G. The pIU1ies understand that COUNTY will eater into . sepatlIIe Agreenk>.d with SWD in wbicb SWD will reimburse COUNTY for all approved trainins costs and malerials, which is to include instructor. delivery u-, curriculum devek'fl"........1D8IIlria1.. supplies and textbooks aud approved indinoct costs such as -..diu.otioo ofb';";" JIIOInm. R CONSULTANT shall suIlmlt aD requimI docw...WioR to SWD in. timely IIWllIeI' to verify trainee's completion of training sessions, in order to llIISW"C that COUNTY will receive paymCllt from SWD for training program. 4. n:RM OF AGRKEMENT This Ajp1IlCIDCld sball become effective upon SWO's approval of proposal. Delivery of1raining -..ions wiD COIDIIIeDCe upoallJllll"OVlll, with aD"':- .~" bolginnillg date for trainins of December 11.2006 and . completion date ofT1ecember 22, 2006. 5. ACCl:PTANCI: 01' CONDmONS B\' CONSULTANT CONSULTANT h8s, 8Dd shaD III8inl8ia lIuoot!bout the tam of this Aw-'lIppIOp. 6cea.s. Proof of sucllliCClll8a 8Dd approvals sbalI be SIIbnti1rid to the COUNTY upon JeqUeSL 6. FINANCIAL JlJ:COItDS 01' CONStJI.TANT CONSULTANT shall .....in"'in aD boob, teconIs, 8Dd docUlDllllts direc:tIy patineat 10 perfurmance uacIer this Asr--t in ~ with geaeraJly accepted 8CCO\wling principles eoo>.:.koutIy Ipplied. ElICh perty 10 this Aw- or their.........h...d 1..........<b4i.es sbalI have -"""""'" sod timely -=cess 10 such records of -=II olher perty 10 this Aw-...l for public reconIs JlUIJIOS88 dming the tam of the 4.......... 8Dd for lUaryears ~ the tcnnilUltit,g of this A,._d. If aD 8Udifor llIIIpIoyaI by the COUNTY or Clerk detamines that lDORieI paid 10 CONSULTANT pursumd 10 this A,.-1eIIt MnlIpCllt for 1MJIOI88 not authorized by this Aareemmrt. the CONSULTANT sbalI rqJay the DIIlIIics ~ with inIaat c.....I...... purswmt 10 See. SS.03. F8. nmning from the date the DIIlIIics _ paid 10 CONSULTANT. 7. -.Ie ACCI'SS The COUNlY and CONSULTANT shall aDow lIlId permit nuonabIe -10, and inspection of, aD ~ pIpeIS, letters or odler III8terials in its pu lieN or UDder its COIIIroI sul!ject 10 the provisions of Chapter 119. Florida --.. 8Dd mIIlle or received by the COUNTY 8Dd CONSULTANT in coqjunction with this Aw-"'''-'; sod the COUNTY sbal1 have the right 10 lIIIi1almalJy ClIIIC81 this AgJ-.t upon violldioa of this provision by CONSULTANT. .. HOLD Il"IIMJ W-lllI AND 1NSUIlANCJ: CONSULTANT COYeIIlmts 8Dd asr-lo indemnify aDd hold harmless MOIII'Oe County BolIId of County Commissioacn from auy and aD cI8ims for bodily iqjury (iucluding death), pcrsonal iqjwy. aDd fIlo~y ........,.. (including ll'llt-ty owned by Monroe Couoty) 8Dd .uy oilier losses, dp~"ll"". 8Dd expenses (mcludins ....""Y.5 fees) which arise out 0( in COIIIIoMiOD with, or by '- ofsenic.., provided by CONSULTANT Of- "':"wd by tbe oegIisr:nce, aron, or other wroogfu1 act of omission of CONSULTANT, its employees, or agent&. Prior 10 execution of this agrceme..l. CONSULTANT shaI1 famish t1Ie COUN1Y CertificaIes of Inswaace indir.Pti"1l the minimnm coveraae IimiIIIIicos in the fullowing lIIIIOWIts: 2 3052923516 MONROE COUNTY A TT 1049:59 a.m 12~04-2006 419 WORKERS COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE. Whare applicable, coverago to apply fur all employees .. a minimum ~ limits as required by Florida Law. PROFESSIONAL LIABILITY INSURANCE. Professional liability coverage with limits of liability of not less than S1,000,000.00 pel' 0CCUJTtlIlCCl aacI S3,000,000.00 iD the aggR:gate. COMMERCIAL GENERAL LIABILITY. Commeroial goooraI liability coverage with limits of liability of not less 1h8n SI,OOO,ooo.OO pel' OllCIII!CIIce and $3,000,000.00 iD tho aggregate combined single limit fur Bodily Injury Liability and PJup<o1y I>amase Liability. CERTIFICAlES OF INSURANCE. Original Certific:ms of InSlll'llllCe shall be provided to the COUN1Y at the time of execution of this Agreement aDd certified copies provided if requested. Ellch policy ....~ shaD be endorsed with a provisioo that not less than tbirty (30) ca......... days' writ1eo notice shall be provided to the COUNTY before any policy or coverall" is C8Ill:eIed or mJlricted. Tho undcnwite. of such insunmce shaD be '1".Ji~ to do business in the State of Florida. If req..-l by the Conaty AdminiBIrafar, tho ~ ccmrase shall be prinuuy insurance with I'1l8pGCt to the COUNTY, its officials, empJoy-. agents and volUlltllcn. ,. NON-WAlVl:ROI'IMMUNITY NotwitbstandiDa the provisioos of Florida llt_ 1286.28, the puticiplllion of COUNTY and CONSULTANT iD this A.-- and the acquisition of any common:ia1 liability insuraJace coverage, seIf-iuur...... CCJVa1IlI", lII' local JlmIIIIIDCId liability inswaDcc pool coverage shall not be deemed a waiver of immunity to the extent of liability CO\'eI88". nor shall any Asr-a-t entered iDto by the COUNTY be reqnired to contain any provision for waiver. 18. INDEPENDJ:NT CONSVLTANT At all u-s and fur aD ........-. under this ...-u CONSULTANT is an independent aDd not an employee of the Bcwd of COUNTY CnonmiacL _ ofM_ COUNlY. No $""""-t contained iD this lI&feen...lt sha1J be ecostnJed 10 as to find CONSULTANT or any ofbis employ-. sub&, scrvauts, or agents to be employees of th8 BoanI of COUNTY Commissioners of Monroe COUNTY. 11. NONDJSCIUMINA TlON COUNTY and CONSULTANT IjJIee that Jbcn wiD be 110 discriminaIion against any pason, and it is exprealy undt..otwcI thM upin a deIennination by a court of COIlll'"'~'oI jwisdidion that discrimination bas occurred, this A~ automatic:aIIy lIlrmillllles without any further action on the pert of any puty, elfectiVll the dUe of tho court order. COUNTY and CONSULTANT aaree to comply with aD F.... and Florida ---. aDd aD local ordi._... fe, as applicable, relating to -mscrimination. n.e include but are not linaitIed to: I) idlo VI of'" Civil RiJlhts Act of 1964 (PL8I-352) which probibils discrimination 011'" basis ofraa; color 01' nationaJ origin; 2) Title IX of1llo Edo..-... Amendmem of 1972, as -.!ed (20 use IlL 1681- 1683, and 1685-1686), which proIIibits discrimination 011 1110 buisof.x; 3) Section 504 of'" RdlabiIitation Act of 1973, as -.do.d (20 use s. 194). wbich probibits discrimiDalion on the basis ofbAnd/caps; 4) Tho Age Disl:riminatioo Act of 1975, as.......&ocl (42 use SIl. 6101- 6101) which probibils disw:...i...d)nn on 1110 basis of.; S) The DrugAbuae otJice and T"",,_ Act of 1972 (PL 92-255), as amended, relating to nnndisuimiDArinQ on lbe blISis of chg abuse; 6) The c.........Jt-siw AkoboI Abuse.... AlcoboIism f\".eation, TreaImcnt and Rllh8biIitation Act of 1970 (PI. 91-616). as .~ Ielatiag to JIODdiscrimiution oolbe basis of aIcobol abuse orakoholiml; 7) The Public Health Service Act of 1'12. ss. 523 and 527 (42 use IS. 690dd-3 and ~3). as IIIIICIIde.d, relating to """~Jl1;y of aIcobol and dru8 abuse patient rec:onIs; 8) 3 3052923516 MONROE COUNTY A TT 10:50:41 am 12-04-2006 5/9 Title vm of the Civil Rights Act of 1968 (42 use s. el seq.), as amendod, relating to oondisaimination in tile sale, reutaJ or flnaociDg of housing; 9) The Americans with Disabilities Act of 1990(42 use s. 1201), as maybe ameaded li'llmtimetotime, relating to nondiscrimination 00 the basis of disability; 10) Any other llOIIdiscrimination provisions in any Federal or ShIbl statutes which may apply to CouNrv 8nd CONSULTANT to, or the subject matll,.. of, this A~ 11. ASSIGNMENTIS1JBCONTRACl CONSULTANT shaD not assign or subcontract its obIipboas under tbis agreemcut te others, except in writing and with the prior writ1m IpIII'OVlII oftbe Board ofCounly CommisaioDers of Monroe County and CONSULTANT, which ~a1 shaIJ be subject to such conditions and provisions as tile Board may deem nec:css8IY. This pamaraph shall be iocorporaIM by reference into any assignment or subo..uub..ct aod any assipe or sub shall comply with aD of the provisions oftbis ~ Un1e811 expressly provided fbr therein, such ~ shall in DO IIlIlJUIeJ or event be deemed te impose any additionaJ obliption upon the oo.rd. 13. COMPUANCJ: WITH LAW AND LICENSJ: BOIIIRnnr.N"I'1il In providing aD B"Viceslaoods purSUIIIIl to this ,,--_. CONSULTANT shall abide by all SllItIdes, ordinancea, roIClI and "'8".....,.pertainiDg te, or regulatiD8 tile proviaions at; such servic:ea, ineluding those DOW in offect md b.,...;...a.. acIoptIld. Any violllDoa of said dlol\lles, ordinances, ...... and regulatbls shaD mnlditnUl a material breach oftbis ~ md shaD entitle the Board to ~ this AAoOOdlwd. CONSULTANT shall pc: proper IiCCDllllS to perform work in lICOOIda!x:., with U- specificatimM throughout the term of this Agreement 14. DISCLOSUIlI: AND CONI'LICT 01' 1N'IT.IIwsr A. CONSULTANT 1~1" Ib lhlIl it, its diIecten, principles and emp~ pI-..dy have DO interest and shaD acqaDe DO iolereIt, eitIIeI- direct or indirect. which would oonflict in any manner with tile performaace ofllCll'Vices nopm.d bytbis......b..A, aa provided in Sect. 11231 I, et. seq., Florida SlIWtcs. COUN1Y agrees lhlIl oflicen and employa:s of the COUNTY recogni2le aod win be required to comply with tbe standards of oonduct fbr public offiCCI'B 8nd employ1lllS as delineated in Section 112313, Fbi... SlEtes, regarding, but not limited to, aoIicitmoa or......"....... of &ifta; doiog "".me. with OlIO'S 1IpIICy; -olh(.;..,.d WuIpo:olaation; misuoe of pubJic poIitiOll, c:ont1icting employmeat or CClIIlmcIaaI m~ and discJ_ or use of certain infbrmatioa. B. Upon em:ution oftbis CODtnIct, aod tberea1hlr as cItan&w may require, the CON.~T ANT sbaI! aoti1Y the COUN1Y of any financial in1r:nlst it may have in any and aD prosrama in Moaroe ~ which the CONSULTANT sponsors, eadorses, recommends, superviRs, or requirea fbr coUDllllIing, ----. eveIu.tioo, or p..t.._ This provision shaD appJy whether or not such ......... is requbaI by!Dbde, aa condition ofprob8tioa, or is pnwidcd 011 a voIuDIIIy baais. . C. COUNTY and CONSULTANT waIDIIt that, in respect to itself; it has neither employecl nor retained any compIIIY or persoa, olbea-than a bolla fide employee working solely for it, to solicit or _this Agreemeat md that it has DOt paid or apeed te JllIY any persoD, compIIIY, COIpoullion, individu8J, or firm, other than a bolla fide employee wod.i..a solely fbr it, any fee, commissioa, ""',-~.. gift, or other considerllliun CllIItinplDt upon or resulting fium the awant or mating oftlris AAl-- .Fortbe breKh orviolalion of the provision, the CONSULTANT agrees that the COUN1Y shaD have the right te 1aIIIiD8IIl tbis Agreement without liability and, at iIB discretion, to offiIet from monies owed, or otherwise recover, the full antoUlIlt of such fee, commission, pe.~ gift, or considcntioo. 4 3052923516 MONROE COUNTY A TT 10:51 :23 a,m 12-04-2006 6/9 15. NO PLEDGE 01' r.RJ':Drr CONSULTANT shall net pledge the COUNTY'S ciedit... make it a guaranmr of ~ or surety for any contrlIct, debt, obliption,jl~ Jieo, ... any form of ~. CONSULTANT further wamDts and l'll...s..ub that it bu DO obligation or indebtedness !hat would impair its ability to fulfill the tenns of this contract. 16. NOTICE RI'.nlIfRIlMli'.NT Any notice requUed or penniaed under this aar-t sbell be in writing and band delivered or mailed, JKIllIa8e prepeid, to the otha- party by catified mul, returned l'llCeipt ~ to the following: FOR COUNTY: TomWiIJi COWlty Administrator 1100 Simonton Street Key West, FI. 33040 30S-292-444I FOR CONSULTANT: Lori B. Danford, President Corporate Consulting .I; (".--.hi"" Inc. 2096 Circle 1>*0 Drive I..anlImlI, FL 33462 S61-662-2076 17. TA.YI'Ji COUNlY is cacempt fiom payment of Florida SllIIe Sales and Use taxes. CONSULTANT shall not be aumpted by virtuD of the COUNTY'S -<l'..,cioo fiom p&ying sales _ to its suppliers for materials used to fulfill its obliplions under this contract, nor is CONSULTANT authorized to Ilse the COUNTY'S Tax Exemption Number in securing such _iaIs. CONSULTANT shall be respoaslbJe f... any and a1lll1x1ls, or pByIDftIts of withholding. rdakd to services reoden:d UDder this ~nlClllt II. Tr.llMlNATION A. T......i~OIl for ("...... The COUNTY may terminate this Agreement with cause should you fail to fuJfiD your obligations under this Asr-t, ... vioIatc any of the ~ ago--..Is... stlp'Lotitww of Ibis Aarecmrmt The COUNTY may terminate this Agreement for cause with seven (7) days DOtice to CONSULTANT and specifyiDg the effec:tM date of such termination. In lblIt event. all fiDisbed aad IIIIfiaisbed ~ or work 1'""1""'" by CONSULTANT sbaI1, aube oplio8 ofCOUDty, become1lle property ofCouuty. CONSULTANT sbeII be entitled to receive just and equilable compensation for any satisfIcIory work comp1eled prior to 1l:nninatioa. B. T.....inlIIin.. f... ("""......;..".., If for any lll880Il the expected fioaDcial assistaoce fiom SWD for Ibis tnining~ is withdrawn or otherwise becoJJ. UD8VIIiJabIe, COUNTY sbeII have the right to terminla this Agreement by giving writm ROtice of its ~, to do so with _ (7) days notice to CONSULTANT aad specifyiDg the dfecIift _ ofsuch termination. In that event. all finished and UllfiaiohM du........".,b or WOlle {lI~ed by CONSULTANT sbaIJ. at the oplioo of County, become the flouporty of County. CONSULTANT sbaII be aItitIed to receive just and equitable compeosation for any ..n.~ WOlle compIded prior 11> termination. C. Notwithstandina the aIJove, COUNlY sbaII not be relieved of liability to COUNTY for dMn.... !IV-mod to COUNTY by viI1DO or any m.:h of this AgIeemeot, and COUNTY may withhold my payIIleIIb to CONSULTANT for the purpose of setoff until such time as the exact amount of dMn"8"'" doe to COUNTY can be determined. 1'. GOVERNING LAW. VJ:NlJiL INTDPRI:TATION. COSTS. AND Dti This A&<eement sbaII be ao-ned by and COIIIIIued in _....... with !be laws of the SIlIte of Florida applic8ble to AlIfCCIlICllb made and 10 be l""t;".-I entirely in the State.. III the evaIt 5 3052923516 MONROE COUNTY A TT 10:51:59am 12-04-2006 719 that any cause of action or administndive ",....-liDs is instituted for the enf........ad or intaprdaIim oflhis AsJeement, the COUNTY and CONSULTANT agree th8tvenue wiII lie in the sppropriaIe oomt or befunt the 8pJlI'OJlIiaCe lllIministrativ body in Mooroe COUNTY, Florida. 20. MEDTATION The COUNTY and CONSULTANT agree that, in the event of conflicting interpretations of the terms or a lenD of Ibis Agio.,m...t by or boot.._ any of!f)em the issue shall be submitted to mediation prior to the institution of any other administrative or Ieg8l 1'11),._1;.., Mediation pro<:tedinp initiated and conducted puiosuam to this Ap'eement shall be in IICCmIaooe with the Florida JWIes ofCivU Procedure and '-' and customary procedures RqUired by the circuit oomt ofMontoe County. 21. SEVEIlARnJTV If any lenD, coveJWlt, condition or provision of this Agr_ (or the sppIiadion thereof to any cin:umstllllC:e or persoo) sbaJJ be declared invalid or wtenfilr'ceabJe to 8IIY exleDt by a oomt of competeDtjurisdietion, the remainins terms, COYenanl8, coaditions and provisions of Ibis AgrllelDCOt, shall DOt be atm:ted thereby; and each remainiq ,...", co_t, condition and provision ofthia Agreement shall be valid and shall be enfcreeabIe to the fullest extent permitted by law unIea the ..d".........-I of the mnaiDinS terms, COYaI&IItI, conditions and provisions of this Agreemeat would prevent the accompIisbmeIIl of the original intent of this Apement. The COUNTY and CONSULTANT agree to reform the Agr-.t to repJ.ce any strickeo provision with a valid provision tha comes as close as possible to the inteat of the stricken provision. 21. AlTORNErSFJ:a AND COSTS COUN1Y and CONSULTANT agree that in the event any cause of action or administrative proceeding is initiated or defended by any puty relative to the em~c.....ut or htr...",,,tation of this A81 eeD*lt, the prevaiIins party sbaJJ be entit1ed to m1l1O'lftbJe Iltomey's r-. Each plIrty agrees In JllIY its own court COlIs, investiptive, and out-of-pocbt expellSCS wbetber it is the prevailing party or DOt, tbrougb l1li levels of the court systan. 23. ADJUDICATION O. DmruuJl OR DISAGRDMJ:NTS COUN'IY and CONSULTANT agree tIuIt all dispu1llS and ~ shall be atIempted In be resolved by IIIl:d and coofer sell' ." bot.._ ~ of eech of COUN1Y and CONSULTANT. If no resolution can be agreed lIpOD within 30 days after the first meet and coofar , 'l1li, the issue or iuues sbaJJ be discussed.. a public IIIl:dinS of the &md of County Commissiooen. If the issue or issues _ slill DOt IllSOIved In the ........tion of COUN1Y and CONSULTANT, then any plIrty shall have the right In seek such relief or Jemedy as may be provided by this Agreement or by FIcJrida law. 24. COOPI:RATION In the m:ot any .dmini4>.tive or IegaJ procoodi..g is instituted asain. eithes party relalioSIn the formatiOll, c:xccution, peafo,JD&DCe, or brearJ1 of this Agreemto1t, COUN1Y and CONSULTANT agree 10 perticipete, to the extent required by the other puty, in all proceedings, hen1gs, proces-. meetings, and other activities related to the substlmee of this Apement or provision of the servic:es UDder this A8JeClIDCliL COUN1Y and CONSULTANT specificaJJy agree that 110 puty 10 this Agreemeid shall be required to enter into any arbitration proceecJinp related to this Apemeal. 6 3052923516 MONROE COUNTY ATT 10:52:36am 12-04-2006 819 Z5. BINDING J:ll'FECT The tatns, COY_Is, conditions, and provisiOll8 of this Agreement shall bind 8Dd inure to lite benefit of COUNTY 8Dd CONSULTANT 8Dd their l~ivc JegIlI.ep.uealldioes, SllCcessors, and assigns. U. AUTHORITY Each party .""'.......tli and warrants to lite otber that lite execution, delivay and performance of this Agreement have been duly authorized by aU DOC IBSIlI)' COUNTY and COl'pOIllt.e action, as required by law. 27. CLAlM8I'ORI'EDERALORSTATJ:AID CONSULTANT 8Dd COUNIY apeo that Il8Ch shall be, and is, empowered to apply foe, seek, and obtain federal and state fonds to further the purpose of this Agreemeot; provided that aU applicalions, reqUClSts, l!IlIIIt proposals, and funding solicitations shaU he approved by eacIt party prior to oubmiasion. 28. _JVJI.J'.GES AND IMMIINITTI'Jl All ofllte privileges and hnmllllities from 1i8biI~, exemptions from laws, ordinances, and rules and peosioDs and relief; disabiI~, worbn' ~uJ*lsation, 8Dd oIher benerrts which apply to the activity of offictn, ..... or emp\oyMs of any public 9IIts or empIoy.s of lite COUNTY, w'- pa fo.uiliJg their JI'lSI*Cive fanetions under this Aar-rt within the 1mitoriaI1imits of the COUNTY sball app\y to the same deslee and extent to the ~ of such timctioas and dutias of such officers, agents, vollmlMn, or employees outside the tJ:rritoriallimits of the COUNTY. 29. LEGAL Olll.ICAll0NS AND R"I'JlPONlURn .lTI"l'Jl This ~ is not inIended to, nor sball it he amsIrued as, relieving IDY peni~ipatjng ~ from any ob\iplion or respllIISibil~ imposed upon the ~ by law except to the extent of acluaI and timely performance thereof by any pdlti..ipating entity, in which case the performance may he offered in SPti~ of the obllplion orrespc1ll8ibi~. Fortbel', this Apement is not intended to, DOl' sbaII it he COD8Iroed 8lI, 8Utborizing the de\egatiOll of the c:onstitutioaal or sIaIutory dldiea of !be COUNlY, except to the extent permitllld by the F10rida ~stitution, state sUtute, 8Dd cue law. 30. NON-RELIAN'CE BY NON-PAR~ No person or entity sbaII he entitled to rely upon the tams, or any of them, of Ibis Asreement to enforce or attempt to ~ any third-perty claim or entitlement to or bcuefit of any service or l"v&oaw ~ he.euudl.., and the COUNIY and the CONSULTANT apeo that DDither the COUNlY nor the CONSULTANT or my 8lIent. officer, 01' employee of either shall have the auth~ to inform, oounae~ cw otberwise indicue that any pMticular individual or group of individuals, entity cw entities, have entitlements or bencfiIo. undIIr this Agr.nent septIlIte and apart, inferior to, or superior to the community in geuo:raI or for the PUl')lOSeS ~p1ated in this Agreement. 31. AITJ:STAllONS CONSULTANT agrees to exec:ute such documoots IS the COUNTY may reISOD8bly require, to include a Pnblic Entity Crime Statement, an Ethics Stwl~....1t, and 8 DnIg-Free WoJtpIace Statement. 7 3052923516 MONROE COUNTY A TT 10 53:09a.m 12-04-2006 9/9 31. NO Pv.RR01'rAL Ll,t.RD .ITY No covenant or lI8let.lIl(.j)t coolllined herein shall be deemed to be a covenant or lIllJ1'C'IIlent of any member, officer, agent or aaployee ofMomoe County in his or bet individual capacity, and no member, officer, agent or employee of Monroe County shall be liable persooal1y on this Agreement or be subject to any personaIliabiIity or lICCOUIltIIbility by reason of the execution of tIIis Agreement 33. COPYRIGHT-PATENT No reports or other doc:umc:lotatio produced in wboIe or in pBrt U1Idea- this Agr..--t sh81l be tile suiject of ->' applic8tioo for copyrigbt by CONSULTANT; since fedensJ funds support the endeavors oftllis training project for COUNTY its products must be Deely available to otber agencies. 34. COMPLEn AGRUMENT It is expnl8Sly unde.stood aDd agreed that lids Agreement coolllitutes tile entUe Agreemellt bet.._. the perties. No C'..........IIJDllDdments, or modifiadiODs tIIcnof shaI1 be effi:clive and binding 011 1be parties unless in writin& siped by the petties. 35. USE OF MONROE COUNTY'S NAME CONSULTANT sbaJl not refer to COUNIY or use COUNIY'S name for the JIIII1lO6Illl of adva1ising or public relatillllS wilbout the COlJN1Y'S written permissioo. 36. CONTROL 01' THJ: WORK All of the services performed ~ shaI1 he performed as requested by the Director of the Employee Se:rvices Division for COUNTY (Teresa Aguiar, 305-292-4565). Any questions regarding tIIis AlS'.........d sbaI1 be cIUected to bet iDitially. 38. SI'.CTION lD.-u)INGS Section beadings have been inserted in this Aar-nt as a malla" of convenience of reference only, and it is agreed that such section headings arc not a put of this Agreement and will not he used in the interpretation of any provision of Ibis Agreemeot. IN WITNESS WHHREOF COUNTY and CONSULTANT hereto have executed Ibis Agrennant 011 the day and date first wriIIIln above in fuur (4) C01IDtaq>6its, ascii of whidl sh8II. witbout proof or 8llCOUIIting for the other counterp8rtS, be deemed In originaJ coatraI:t. BOARD OF COUNlY COMMISSIONERS OF MONROE COUNTY, FLORIDA (SEAL) Attest: DANNY L. KOLHAGE. CLERK By: Deputy CIcd. By: Mayor Mario DiGennaro DIIc: Date:_ ~z Print N Date:_ jj, / 1/ () (p COL~W~: J WriB.~,~}r Date: 8 MONROE COUNTY ATTORNEY APPROVED AS TO~M: ~,e~_)L) ~.~/ HATILE:ENE W. CASSEL ASS/STANT COUNTY ATTOR~ O.t. JQ-~_I!J~ ,..c;". ..,.... 14.1_",""""'" .....'010 """'" Certificate of Insurance (Proof of Coverage) Date Issued: 12/412006 THIS CEKTlFICATE IS ISSUED Ali A MATTEK OF INIi'OKMATlON ONLY AND CONRKS NO IUGHTS UPON THECEKTIli'ICATJ: HOLDEK.IHIS CEIUl1'lCAlli: J)OI!IJ NOl. AMEND t:.>':lIi:ND OK ALn:KlHE CO\Ii:KAUI!: .U~UKDW B~ lHE I'OLIClES Bnow. Insured Name and Mallin Address * Pro ram Administrator Lori Dunford Administered By: CPH and Associates 711 S. Dearborn, Suite 205 Chicago, IL 60605 2096 Circle Place Dr. Lantana, FL 33462 .Additional mnued locatio", are oftlYf. reqll.eJlted by inml'idJUJl busmess OWIIBl wlto 1I4).'e ItIDn tlltm olle office. rour cm>erage is portable, meaning that JON IllY cm'end at alf)' location for pradiee Ulfder tlte occ arwlf liated 0" 'OM' ;". Underwritten By: Philadelphia Indemnity Insurance Company Coverage Polley #: PHCP058874 ElI'edlve Date: 04113/06 Expiration Date: 04113/07 THE POLICIES QFINSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURID N.\rtIED .-\BOlE FOR lHE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUlREl\ffiNT. TERM OR CONDITION OF .'NY CONTRACT OR OrnER DOCmffiNT WITH RESPECT TO W111C11 THIS CERTIFICA lE MAYBE ISSUED .OR MAY PERTAIN. THE INSURANCE AFFf.lIDED BY nlE PCUCIES DESCRJBID HEREIN IS l)'UBJECT TO ALL TIlE TERl\I& EXCLUBIONS AND CONDITIONS OF SUCH POLICIES. AOOREO..\TE LIMITS SHOWN MAY HAYE BEEN REDUCED BY P.\ID t1.,-\II\JS. Limits ofLiahm EACH OCCURRENCE 'Per individual c $1,000,000 AGGREGA TE 'otalllmOllfft $3,000,000 Coverage Part etll': N/A N/A $1,000 000 UnlbDted $25,000 $5,000 $5,000 52..';00/ 1'S0n $2,500 Do,,,,rlptloJ>'Sp<<101 Pro.bIons: $3,000 000 UllibHted $25,000 $5,000 $15,000 $25000 $2,500 Certificate Holder Monroe County Florid. The Historic Gato ('ill'r Factory 1100 Simonton St Room 2- 205 Ke W 051, FL JJ044l Holder has also IJeen added to the poIky as an addltional insured:" X Yes/_No "If lIoe ~Ika" ...,_,... ADDITIONAL INSURED, ... pollcy(Ie.) __.._ A __oa ......._.. _.... """'.. ......,. ""_10 ....... lit..... of _ ......_nt(S). Cancellation Should any of the above described policy be caneeDed before the elplration date thereof, the issuing Insurer will endeavor to maD 30 days written notIu to the unUlcate holder named to the left, but failure to do so shaD impose no obligation or DabUity of any kind upon the insurer, Its agents or representatives, Authorized Representative (.PH~ C. PhIIi Hodson DISCLillfER: The C.rtillcau of In_onc. ..... not __ . ton_t betw.... the iullilll: illS....r(.), .ulhorizrcl r.pr...nlati.. or prodllter, .nd tbe t.rtIfk.t. holdor, nor d.... it affirm.tlv.1y or oepti..1y ....od, ..tond, or .lter the .""...... .Il'orded by the poUd.. Ilstrd th.rroD. uate; lO4l1l.l.AR IU;~ I'l,M TIns ENDORSEMENT (~HANGES THE POLICY. PLEASE READ IT CAREFULLY Additional Insured Endorsement TIli. endorsement modifies insurance provided under the following: ALLIED HEAL THC.\RE PROVIDERS PROFESSIONAL AND SUPPLEMENTAL LIABILITY POLICY In consideration of the premium paid, thi. policy ia amended a. follow.: Monroe Connty Florida, The Historic Gato Cigar Factory is hereby added a. an Additional In.ured, .olely for Damages arising out of. Proressional Inddent covered under this policy. The Proressionai Incident must arise out of services provided by tlte Insured, under contract ..,tit Monroe County Florida, The Historic Gato Cigar Factory. Monroe County }<'Iorida The Historic Gato Cigar Factory 1100 Simonton St. Room 2-2~ Key West, FL 33040 Added to the policy effective 12101106 All other tenus and conditions of this Policyrernain unchanged. This endorsement is part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown below. Policy II: PHCP058874 Effective on or after: I2IOli06 Issued to: Lori Dunford E"..piration date: 04i 13i07 Endorsement #:PHCP-06 By: &O-7yO Jamie Maguire, Authorized Representative PI-PHCP-06 ( 3/01 ) BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Dat,~: December 8. 2006 Division: Countv Administrator Bulk Item: Yes -L No Department: Countv Administrator Staff Contact Person/Phone #: Tom Willi #4441 AGENDA ITEM WORDING: Approval of an Interlocal Agreement between Monroe County and the City of Key West for the sinking of the USS Gen. H.S. Vandenberg. ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATIONS: Approval TOTAL COST: $2.000.000 BUDGETED: Yes ~ No COST TO COUNTY: $2.000.000 SOURCE OF FUNDS: REVENUE I'RODUCING: Yes No AMOUNT PER MONTH_ Year APPROVED BY: County Atty _ OMB/Purchasing _ Risk Management_ DOCUMENTATION: Included Not Required_ DISPOSITION: AGENDA ITEM # 'B. S Revised 8/06 Inter-local Aareement between Monroe County and the City of Kev West for the Sinkina of the USS Gen. H.S. Vandenbera This AGREEMENT ("Agreement") dated the_day of 2006, is entered into by and between MONROE COUNTY, a political subdivision of the state of Florida, ("County") and the City of Key West ("City"), a municipal corporation of the State of Florida WITNESSETH: NOW, THEREFORE, in consideration of the mutual covenants and payments contained herein, the City and the County have entered into this Agreement on the terms and conditions as set forth below. 1. RECITALS. (A) Chapter 163, Florida Statutes, known as the "Florida Interlocal Cooperation Act Of 1969" ("the Act"), specifically provides that its' purpose is to permit local governmental units to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage and thereby to provide services and facilities in a manner and pursuant to forms of governmental organization that will accord best with geographic, economic, population, and other factors influencing the needs and development of the local community. (Sec. 163.01 (2), F.S.). (8) The Act further provides that "a public agency of this state may exercise jointly with any other public agency of the state ... any power, privilege, or authority which such agencies share in common and which each might exercise separately." (Sec. 161.01 (4).) (C) The Act's definition of "public agency" includes a county government and a municipality. (Sec. 163.01 (3)(b). (D) The County and City, pursuant to this Act, desire to enter into this Interlocal Agreement ("the Agreement") for the purposes, and upon the terms and conditions, described below, believing that this Agreement will allow each agency to make more efficient use of facilities, personnel, and services necessary to, common to, or available to each agency. (E) City has permits which enable it to sink the USS Gen. H. S. Vandenberg ("Vandenberg") in County waters within the Florida Keys National Marine Sanctuary. City of Key West- Vandenberg Project Capital Project Funding FY 2007 (F) The City has entered into an agreement with Artificial Reefs of the Keys, Inl~. (the "Contractor"), approved in City of Key West Resolution No. 01-174, whereby the Contractor has agreed to assume all responsibilities in the sinking and operatin~1 of the Vandenberg. (G) The parties have a mutual goal of providing an artificial reef which is accessible to residents and visitors of City and County and which will benefit the waters and aquatic habitat surrounding City and County. (H) County has funds designated to assist City with its efforts, among other sOLlrces of funds available to City. 2. TERM AND TERMINATION DATE. This Agreement is effective upon execution by both parties and expires September 30, 2008. This Agreement shall remain in effect for the stated period unless one party gives to the other written notification of termination pursuant to and in compliance with paragraphs 8,13 and 14 below. 3. SCOPE OF AGREEMENT. City shall sink the Vandenberg on the ocean bottom as an artificial reef within County's boundaries, in waters approximately 7 miles south of Key West, Florida. The sinking of the vessel must be completed before payment is made and by the stated Agreement termination date of September 30, 2008. Prior to payment, which is solely for the sinking of the vessel, documentation showing proof of permittinu (ACOE, FDEP, FKNMS; Vessel preparation - all cleaning and reef preparation; and Transportation - Towing to yard and reef site) shall be submitted to the Finance Department of Monroe County no later than September 30, 2008. 4. AMOUNT OF AGREEMENT AND PAYMENT. County agrees to fund the sinking in an amount of Two Million Dollars ($2,000,000.00). Upon the legal and appropriate placement of the Vandenberg on the ocean bottom approximately 7 miles south of Key West, Florida, City shall submit to the County Finance Department an invoice verifying that the vessel was sunk according to the scope of services in paragrapll 2 of this Agreement. This verification must be approved by the Monroe County Engineering Department. The County assumes no liability to fund this Agreement for an amount in excess of this award. Monroe County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by its Board of County Commissioners. County shall make no payments prior to the vessel's sinking. City must submit all documentation for final payment on or before September 30, 2008. However, payment will be made by County prior to that date if the sinking occurs and the appropriate documentation is furnished to County. 5. RECORDS AND REPORTS. City shall keep such records as are necessary to document the performance of the Agreement and expenses as incurred, and give access to these records at the request of County, the State of Florida, the Federal GovernmElnt, or authorized agents and representatives of said government bodies. City shall also provide access to the personal property reports, pernlits, engineering studies, and equipment purchased or utilized under this Agreement. It is the City of Key Vvest - Vandenberg Project 2M 20061203 2 responsibility of City to maintain appropriate records in accordance with generally accepted accounting principles consistently applied to insure a proper accounting of all funds aml expenditures. Records shall be kept for a period of five (5) years following September 30, 2008. City understands that it shall be responsible for repayment of any and all audit exceptions which are identified by the Auditor General for the State of Florida, the Clerk of Court for Monroe County, the Board of County Commissioners for Monroe County, or their agents and representatives. County shall bill City for the amount of the audit exception and City shall promptly repay any audit exception. The County and City shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and City in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by City. 6. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the terms of this Agreement shall be in writing and approved by the City and County. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit OIF the County and City and their respective legal representatives, successors, and assigns. 7. RELATIONSHIP OF THE PARTIES. At all times and for all purposes hereunder, the City is an independent contractor responsible for all activities concerning the sinking of the Vandenberg and not an employee or agent of the Board of County Commissioners of Monroe County. No statement contained in this Agreement shall be construed as to find the City or any of its employees, contractors, servants or agents to the employees of the Board of County Commissioners of Monroe County, and they shall be entitled to none of the rights, privileges or benefits of employees of Monroe County. No covenant or Agreement contained herein shall be deemed to be a covenant or Agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. This Agreement is for the partial assistance with funding the sinking of the Vandenberg and shall not be construed as a joint venture. 8. COMPLIANCE WITH LAW. In carrying out its obligations under this Agreement, the City shall abide by all statutes, ordinances, rules and regulations pertaining to or regulatingl the provisions of this Agreement, including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement and shall entitle the County to terminate this Agreement immediately upon delivery of written notice of termination to the City. 9. RESTRICTIONS ON AGREEMENTS ENTERED PURSUANT TO THIS AGREEMENT. The City shall include in all Agreements funded under this Agreement the following terms: City of Key VI/est - Vandenberg Project 2M 20061203 3 a) Anti-discrimination. Contractor agrees that it will not discriminate against any employees or applicants for employment or against persons for any other benefit or service under this Agreement because of their race, color, religion, sex, national origin, or physical or mental handicap where the handicap does not affect the ability of an individual to perform in a position of employment, and to abide by all federal and state laws regarding non-discrimination. b) Anti-kickback. Contractor warrants that no person has been employed or retained to solicit or :secure this Agreement upon an Agreement or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of the Contractor has any interest, financially or otherwise, in contractor. For breach or violation of this warranty, the Contractor shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. Contractor acknowledges that it is aware that funding for this Agreement is available at least in part through the County and that violation of this paragraph may result in the County withdrawing funding for the Project. c) Hold harmless/indemnification. Contractor acknowledges that this Agreement is funded at least in part by the County and agrees to indemnify and hold harmless the County and any of its officers and employees from and against any and all claims, liabilities, litigation, causes of action, damages, costs, expenses (including but not limited to fees and expenses arising from any factual investigation, discovery or preparation for litigation), and the payment of any and all of the foregoing or any demands, settlements or judgments (collectively claims) arising directly or indirectly from any negligence or criminal conduct on the part of Contractor in the performance of the terms of this Agreement. The Contractor shall immediately give notice to the County of any suit, claim or action made against the Contractor that is related to the activity under this Agreement, and will cooperate with the County in the investigation arising as; a result of any suit, action or claim related this Agreement. d) Insurance. Contractor agrees that it maintains in force at its own expense a liability insurance policy which will insure and indemnify the Contractor and the County from any suits, claims or actions brought by any person or persons and from all costs and expenses of litigation brought against the Contractor for such injuries to persons or damage to property occurring during the Agreement or thereafter that results from performance by Contractor of the obligations set forth in this Agreement. At all times during this term of this Agreement and for one year after acceptance of the project, Contractor shall maintain on file with the County a certificate of the insurance of the carriers showing that the aforesaid insurance policy is in effect. The following coverage's shall be provided: Workers Compensation insurance as required by Florida Statutes, and $1 Million for coverage for employees affected by the Jones Act. City of Key West - Vandenberg Project 2M 20061203 4 Commercial General Liability Insurance with minimum limits of $500,000 per occurrence for bodily injury, personal injury and property damage. Environmental Impairment Liability in the amount of $500,000. Watercraft Liability in an amount sufficient to cover the vessel. Compretlensive Auto Liability Insurance with minimum limits of $300,000 combined single limit per occurrence. The City and the County shall be named as additional insured, except for workers compensation. The policies shall provide no less than 30 days notice of cancellation, non-renewal or reduction of coverage. At all times during the term of this Agreement and for one year after acceptance of the project, Contractor shall maintain on file with the County a certificate of insurance showing that the aforesaid insurance coverages are in effect. e) Licensing and Permits. Contractor warrants that it shall have, prior to commencement of work under this Agreement and at all times during said work, all required licenses and permits whether federal, state, County or City. f) Right to Audit. The Contractor shall keep such records as are necessary to document the performance of the Agreement and expenses as incurred, and give access to these records at the request of the City, the County, the State of Florida or authorized agents and representatives of said government bodies. 10. HOLD HARMLESS/INDEMNIFICATION. To the extent allowed by law, City hereby agrees to indemnify and hold harmless County and any of its officers and employeEls from and against any and all claims, liabilities, litigation, causes of action, damages, costs, expenses (including but not limited to fees and expenses arising from any factual investigation, discovery or preparation for litigation), and the payment of any and all of the foregoing or any demands, settlements or judgments arising directly or indirectly under this Agreement. The parties agree to immediately give notice to the other of any suit, claim or action made against it that is related to the activity under this Agreement, and will cooperate with each other in the investigation arising as a result of any suit, action or claim related to this Agreement. (a) Non.Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of County and City in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. (b) Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, City of Key West - Vandenberg Project 2M 20061203 5 workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the tenitoriallimits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 11. NONDISCRIMINATION. County and City agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. City agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Tille IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 use s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Allreement. 12. ANT,I-KICKBACK. City warrants that no person has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percenta!le, brokerage or contingent fee, and that no employee or officer of the County has any interest, financially or otherwise, in the procurement or sinking of the Vandenberg. For breach or violation of this warranty, the County shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. 13. TERMINATION. This Agreement shall terminate on September 30, 2008. Termination prior thereto shall occur whenever funds cannot be obtained or cannot be continued at a level sufficient to allow for the continuation of this Agreement pursuant to the terms herein. In the event that funds cannot be continued at a level sufficient to City of Key West - Vandenberg Project 2M 20061203 6 allow the continuation of this Agreement pursuant to the terms specified herein, this Agreement may then be terminated immediately by written notice of termination delivered in person or by mail to City. The City may terminate this Agreement without cause upon giving written notice of termination to Applicant. The County shall not be obligated to pay for any services or goods provided by City after City has received written nlJtice of termination. 14. TERMINATION FOR BREACH. The County may immediately terminate this Agreement for any breach of the terms contained herein. Such termination shall take place immediately upon receipt of written notice of said termination. Any waiver of any breach of covenants herein contained to be kept and performed by City shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the County from declaring a forfeiture for any succeeding breach either of the same conditions or of any other conditions. 15. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement of the parties hl~reto with respect to the subject matter hereof. . 16. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. This Agreement is not subject to arbitration. (a) Venue. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and City agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. (b) Se,verability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and City agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as pOSSible to the intent of the stricken provision. (c) Attorney's Fees and Costs. The County and City agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative tQ the enforcement or interpretation of this Agreement, the prevailing party shall City of Key 'West - Vandenberg Project 2M 20061203 7 be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. (d) Adjudication of Disputes or Disagreements. County and City agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon wittlin 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. (e) Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and City agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. 17. ETHICS CLAUSE: City warrants that it has not employed, retained or otherwise had act on his behalf any former County officer or employee in violation of Section 2 or Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of the provision the County may, at its discretion terminate this Agreement without liability and may also, at its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer or employee. The County and City warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working :solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the City agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. (a) Covenant of No Interest. County and City covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. (b) Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida City of Key West - Vandenberg Project 2M 20061203 8 Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 18. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on an Agreement to provide any goods or services to a public entity, may not submit a bid on a Agreement with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, sub-contractor, or consultant under a Agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convictecl vendor list. By execution of this Agreement, City agrees that it will not employ any person in violation of this provision. 19. AUTHORITY: City warrants that it is authorized by law to engage in the performance of the activities encompassed by the project herein described. Each of the signatories for the City below certifies and warrants that the City's name in this Agreement is the full name as designated in its corporate charter (if a corporation); they are empowered to act and contract for the City, and this Agreement has been approved by the City Commission. 20. LICENSING AND PERMITS: City warrants that it shall have, prior to commenc;ement of work under this Agreement and at all times during said work, all required licenses and permits whether federal, state, County or City. 21. INSURANCE. The parties to this agreement stipulate that each is a state governmental agency as defined by Florida Statutes and represents to the other that it has purchased suitable Public Liability, Vehicle Liability, and Workers' Compensation insurance, or is self-insured, in amounts adequate to respond to any and all claims under federal or state actions for civil rights violations, which are not limited by Florida Statutes Section 768.28 and Chapter 440, as well as any and all claims within the limitations of Florida Statutes Section 768.28 and Chapter 440, arising out of the activities governed by this agreement. To the extent allowed by law, each party shall be responsible for any acts of negligence on the part of its employees, agents, contractors, and subcontractors and shall defend, indemnify and hold the other party harmless from all claims arising out of such aGtions. City agrees to keep in full force and effect the required insurance coverage during the term of this Agreement. If the insurance policies originally purchased which meet the requirements of this Agreement are canceled, terminated or reduced in coverage, then City mlJst immediately substitute complying policies so that no gap in coverage City of Key West - Vandenberg Project 2M 20061203 9 occurs. Copies of current policy certificates shall be filed with the County whenever acquired or amended. 22. NOTICE. Any written notice to be given to either party under this Agreement or related hereto shall be addressed and delivered as follows: For City: BY COURIER City Manager, City of Key West 525 Angela Street Key West, FL 33040 BY MAIL City Manager, Key West PO Box 1409 Key West, FL 33041 For County: BY COURIER County Administrator 1100 Simonton Street Key West, FL 33040 BY MAIL County Administrator PO Box 1026 Key West, FL 33041 23. CLAIMS FOR FEDERAL OR STATE AID. Contractor and County agree that eac~1 shall be, and is, empowered to apply for, seek, and obtain federal and state funds to 'further the purpose of this Agreement; provided that all applications, requests, grant prc>posals, and funding solicitations shall be approved by each party prior to submission. 24. NON-DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 25. NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereundeir, and the County and the City agree that neither the County nor the City or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwisEl indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 26. ATTESTATIONS. City agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a DnJg-Free Workplace Statement. City of Key West - Vandenberg Project 2M 20061203 10 27. NO PERSONAL LIABILITY. No covenant or Agreement contained herein shall be deemed to be a covenant or Agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 28. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by singing any such counterpart. 29. SECTION HEADINGS. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. (SEAL) Attest: Danny L. Kolhage, Clerk Board of County Commissioners of Monroe County D€,puty Clerk Mayor/Chairman (CORPOI~ATE SEAL) Attest: City of Key West By. By City Clerk Mayor Print Name Print Name City of Key West - Vandenberg Project 2M 20061203 11 6;::; 1.;2)r}~ Inter-local Aareement between Monroe County and the City of Kev West for the Sinkina of the USS Gen. H.S. Vandenbera This AGREEMENT ("Agreement") dated the_day of 2006, is entered into by and between MONROE COUNTY, a political subdivision of the state of Florida, ("County") and the City of Key West ("City"), a municipal corporation of the State of Florida WITNESSETH: NOW, THEREFORE, in consideration of the mutual covenants and payments contained herein, tho City and the County have entered into this Agreement on the terms and conditions as set forth below. 1. RECITALS. (A) Chapter 163, Florida Statutes, known as the "Florida Interlocal Cooperation Act Of 1969" ("the Act"), specifically provides that its' purpose is to permit local governmental units to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage and thereby to provide services and facilities in a manner and pursuant to forms of governmental organization that will accord best with geographic, economic, population, and other factors influencing the needs and development of the local community. (Sec. 163.01 (2), F.S.). (8) The Act further provides that "a public agency of this state may exercise jointly with any other public agency of the state ... any power, privilege, or authority which such agencies share in common and which each might exercise separately." (Sec. 161.01 (4).) (C) The Act's definition of "public agency" includes a county government and a municipality. (Sec. 163.01 (3)(b). (D) The County and City, pursuant to this Act, desire to enter into this Interlocal Agreement ("the Agreement") for the purposes, and upon the terms and conditions, described below, believing that this Agreement will allow each agency to make more efficient use of facilities, personnel, and services necessary to, common to, or available to each agency. (E) City has permits which enable it to sink the USS Gen. H. S. Vandenbeq~ ("Vandenberg") in County waters within the Florida Keys National Marine Sanctuary. City of Key We:st - Vandenberg Project Capital Proj ect Funding FY 2007 1 (F) The City has entered into an agreement with Artificial Reefs of the Keys, Inc. (the "Contractor"), approved in City of Key West Resolution No. 01-174, whereby the Contractor has agreed to assume all responsibilities in the sinking and operating of the Vandenberg. (G) The parties have a mutual goal of providing an artificial reef which is accessible to residents and visitors of City and County and which will benefit the waters and aquatic habitat surrounding City and County. (H) County has funds designated to assist City with its efforts, among other sources of funds available to Ci . 2. TERM AND TERMINATION DATE. This Agreement is effective upon execution by both parties and expires September 30, 2008. This Agreement shall remain in effect for the stated period unless one party gives to the other written notification of termination pursuant to and in compliance with paragraphs 8,13 and 14 below. 3. SCOPE OF AGREEMENT. City shall sink the Vandenberg .... on the ocean bottom as an artificial reef within County's boundaries, in waters approximately 7 miles south of Key West, Florida. The sinking of the vessel must be completed before payment is made ~~~,~~~J~~_t:!!!~lle!!!lil1.lition date of September 30, 2008. Prior to payment, _ documentation showing pro, 0, f.O" f permitting (ACOE, FDEP, FKNMS; Vessel preparation -;;,,~lLf~.!~!:l_q.L~~f preparation; and Transportation - Towing to yard and reef site) ____ - shall be submitted to the Finance Department of Monroe County no later than September 30, 2008. 4. AMOUNT OF AGREEMENT AND PAYMENT. County agrees to fund the sinking in an amount of Two Million Dollars ($2,000,000.00). Upon the legal and appropriate, placement of the Vandenberg on the ocean bottom approximately 7 miles south of Key West, Florida, City shall submit to the County Finance Department an invoice vel:i!yi~g that the vessel was sunk according to the scope of services in paragraph I~.. of this Agreement. This verification must be approved by the Monroe County Engineering Department. The County assumes no liability to fund this Agreement for an amount in excess of this award. Monroe County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by its Board of County Commissioners. County shall make no payments prior to the vessel's sinking. City must submit all documentation for final payment on or before September 30, 2008. However, payment will be made by County prior to that date if the sinkin occurs and the a ro riate documentation is furnished to Coun . City of Key West- Vandenberg Project 2M 20061203 2 5. RECORDS AND REPORTS. City shall keep such records as are necessary to document the performance of the Agreement and expenses as incurred, and give access to these records at the request of County, the State of Florida, the Federal Government, or authorized agents and representatives of said government bodies. City shall also provide access to the personal property reports, permits, engineering studies, and equipment purchased or utilized under this Agreement. It is the responsibility of City to maintain appropriate records in accordance with generally accepted accounting principles consistently applied to insure a proper accounting of all funds and expenditures. Records shall be kept for a period of five (5) years following September 3D, 2008. City understands that it shall be responsible for repayment of any and all audit exceptions which are identified by the Auditor General for the State of Florida, the Clerk of Court for Monroe County, the Board of County Commissioners for Monroe County, or their agents and representatives. County shall bill City for the amount of the audit exce tion and Ci shall rom tl re a an audit exce tion. The County and City shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and City in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by City. 6. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the terms of this Agreement shall be in writing and approved by the City and County. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and City and their respective legal representatives, successors, and assigns. gi;~~~'i~~e~~~~~ ~o~~::O~ ~ and not an employee or agent of the Board of County Commissioners of Monroe County. No statement contained in this Agreement shall be construed as to find the City or any of its employees, contractors, servants or agents to the employees of the Board of County Commissioners of Monroe County, and they shall be entitled to none of the rights, privileges or benefits of employees of Monroe County. No covenant or Agreement contained herein shall be deemed to be a covenant or Agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. This Agreement is for the partial assistance with funding the sinking of the Vandenberg and shall not be construed as a joint venture. 8;,<::QMPH,6.~9E WITH LAW. In carrying out its obligations under this Agreement,. _iW__ shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provisions of this Agreement, including those now in effect and City of Key West - Vandenberg Project 2M 20061203 3 hereafter adopted. Any violation of said statutes, ordinances, rules or regulations shal.1 con~titutea"':laterial breach of this Agreement and shall entitle the __ -- to te.r"':lina,t,E; t.reement immediately upon delivery of written notice of termination to the __ . 9. RESTRICTIONS ON AGREEMENTS ENTERED PURSUANT TO THIS AGREEMENT. The City shall include in all Agreements funded under this Agreement the following terms: a) Anti-discrimination. Contractor agrees that it will not discriminate against any employees or applicants for employment or against persons for any other benefit or service under this Agreement because of their race, color, religion, sex, national origin, or physical or mental handicap where the handicap does not affect the ability of an individual to perform in a position of employment, and to abide by all federal and state laws regarding non-discrimination. b) Anti-kickback. Contractor warrants that no person has been employed or retained to solicit or secure this Agreement upon an Agreement or understanding for a commission, percentagE~, brokerage or contingent fee, and that no employee or officer of the Contractor has any interest, financially or otherwise, in contractor. For breach or violation of this warranty, the Contractor shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. Contractor acknowledges that it is aware that funding for this Agreement is available at least in part through the County and that violation of this paragraph may result in the County withdrawing funding for the Project. c) Hold harmless/indemnification. Contractor acknowledges that this Agreement is funded at least in part by the County and agrees to indemnify and hold harmless the County and any of its officers and employees from and against any and all claims, liabilities, Ilitigation, causes of action, damages, costs, expenses (including but not limited to fees and expenses arising from any factual investigation, discovery or preparation for litigation), and the payment of any and all of the foregoing or any demands, settlements or judgments (collectively claims) arising directly or indirectly from any nE~gligence or criminal conduct on the part of Contractor in the performance of the terms of this Agreement. The Contractor shall immediately give notice to the County of any suit, claim or action made against the Contractor that is related to the activity under this Agreement, and will cooperate with the County in the investigation arising as a result of any suit, action or claim related this Agreement. d) InsuranGe. Contractor agrees that it maintains in force at its own expense a liability insurance policy which will insure and indemnify the Contractor and the County from any suits, claims or actions brought by any person or persons and from all costs and expenses of litigation brought against the Contractor for such injuries to persons or damage to property occurring during the Agreement or thereafter that results from performance by Contractor of the obligations set forth in this Agreement. At all times City of Key West - Vandenberg Project 2M 20061203 4 during thl9 term of this Agreement and for one year after acceptance of the project, Contractor shall maintain on file with the County a certificate of the insurance of the carriers showing that the aforesaid insurance policy is in effect. The following coverage's shall be provided: Workers Compensation insurance as required by Florida Statutes, and $1 Million for coverage for employees affected by the Jones Act. Commercial General Liability Insurance with minimum limits of $500,000 per occurrence for bodily linjury, personal injury and property damage. EnvironmElntallmpairment Liability in the amount of $500,000. Watercraft: Liability in an amount sufficient to cover the vessel. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single limit per occurrence. The City and the County shall be named as additional insured, except for workers compensation. The policies shall provide no less than 30 days notice of cancellation, non-renewal or reduction of coverage. At all times during the term of this Agreement and for one year after acceptance of the project, Contractor shall maintain on file with the County a certificate of insurance showing that the aforesaid insurance coverages are in effect. e) Licensing and Permits. Contractor warrants that it shall have, prior to commencement of work under this Agreement and at all times during said work, all required licenses and permits whether federal, state, County or City. f) Right to Audit. The Contractor shall keep such records as are necessary to document the performance of the Agreement and expenses as incurred, and give access to these records at the request of the City, the County, the State of Florida or authorized agents and representatives of said government bodies. 1D,:HOLD HARMLESS/INDEMNIFICATION. To the. extent allo.lIVed bll;i _ IIIIi hereby agrees to indemnify and hold harmless ~ and any of its officers and employees from and against any and all claims, liabilities, litigation, causes of action, damages, costs, expenses (including but not limited to fees and expenses arisin from an factual investi ation, discove or preparation for litigation), in"';:!!> 1P,'Y" Vib.' , m "I ',,' -; , . ",.'" and the payment of any and all of the foregoing or any demands, settlements or judgments arising directly or indirectly under this Agreement. The parties agree to immediately give notice to the other of any suit, claim or action made against it that is related to the activity under this Agreement, and will cooperate with each other in the investigation arising as a result of any suit, action or claim related to this Agreement. City of Key West - Vandenberg Project 2M 20061203 5 (a) Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of County and City in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. (b) Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 11. NONDISCRIMINATION. County and City agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competont jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court ordelr. City agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreiement. 12. ANTI-K.lCKBACK. City warrants that no person has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of the County has any interest, financially or otherwise, in the procurement or sinking of the City of Key West - Vandenberg Project 2M 20061203 6 Vandenbmg. For breach or violation of this warranty, the County shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. 13. TERMINATION. This Agreement shall terminate on September 30, 2008. Termination prior thereto shall occur whenever funds cannot be obtained or cannot be continued at a level sufficient to allow for the continuation of this Agreement pursuant to the terms herein. In the event that funds cannot be continued at a level sufficient to allow the continuation of this Agreement pursuant to the terms specified herein, this Agreement may then be terminated immediately by written notice of termination delivered in person or by mail to City. The City may terminate this Agreement without cause upon giving written notice of termination to Applicant. The County shall not be obligated to pay for any services or goods provided by City after City has received written notice of termination. 14. TEHMINATION FOR BREACH. The County may immediately terminate this Agreement for any breach of the terms contained herein. Such termination shall take place immediately upon receipt of written notice of said termination. Any waiver of any breach of covenants herein contained to be kept and performed by City shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the County from declaring a forfeiture for any succeeding breach either of the same conditions or of any other conditions. 15. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement of the parties hel'l3to with respect to the subject matter hereof. . 16. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. This Agreement is not subject to arbitration. (a) Venue. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and City agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. Mediation proceedings initiated and conducted lPursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. (b) Sev€irability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each reimaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the City of Key West - Vandenberg Project 2M 20061203 7 enforcement of the remaining terms, covenants, conditions and provIsions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and City agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. (c) AttlJrney's Fees and Costs. The County and City agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. (d) Adjudication of Disputes or Disagreements. County and City agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. (e) Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and City agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. 17. ETHICS CLAUSE: City warrants that it has not employed, retained or otherwise had act on his behalf any former County officer or employee in violation of Section 2 or Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of the provision the County may, at its discretion terminate this Agreement without liability and may also, at its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer or employee. The County and City warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide emplo}'ee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the City agrees that the County shall have the right to Iterminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. City of Key West - Vandenberg Project 2M 20061203 8 (a) Covenant of No Interest. County and City covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. (b) Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 18. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on an Agreement to proVide any goods or services to a public entity, may not submit a bid on a Agreement with a public entity for the construction or repair of a public builljing or public work, may not submit bids on leases of real property to public entity, ma}' not be awarded or perform work as a contractor, supplier, sub-contractor, or consultant under a Agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGOFitY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By execution of this Agreement, City agrees that it will not employ any person in violation of this provision. 19. AUTHORITY: City warrants that it is authorized by law to engage in the performance of the activities encompassed by the project herein described. Each of the signatories for the City below certifies and warrants that the City's name in this Agreement is the full name as designated in its corporate charter (if a corporation); they are empowered to act and contract for the City, and this Agreement has been approved by the City Commission. 20. LICENSING AND PERMITS: City warrants that it shall have, prior to commencement of work under this Agreement and at all times during said work, all required IicEmses and permits whether federal, state, County or City. 21. INSURANCE. The parties to this agreement stipulate that each is a state governmental agency as defined by Florida Statutes and represents to the other that it has purchased suitable Public Liability, Vehicle Liability, and Workers' Compensation insurance. or is self-insured, in amounts adequate to respond to any and all claims under fedE~ral or state actions for civil rights violations, which are not limited by Florida Statutes Section 768.28 and Chapter 440, as well as any and all claims within the limitations of Florida Statutes Section 768.28 and Chapter 440, arising out of the activities governed by this agreement. City of Key West - Vandenberg Project 2M 20061203 9 To the extent allowed by law, each party shall be responsible for any acts of negligence on the part of its employees, agents, contractors, and subcontractors and shall defend, indemnify and hold the other party harmless from all claims arising out of such actions. City agmes to keep in full force and effect the required insurance coverage during the term of this Agreement. If the insurance policies originally purchased which meet the requirements of this Agreement are canceled, terminated or reduced in coverage, then City must immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be filed with the County whenever acquired or amended. 22. NOTICE. Any written notice to be given to either party under this Agreement or related hereto shall be addressed and delivered as follows: For City: BY COURIER City Manager, City of Key West 525 Angela Street Key West, FL 33040 BY MAIL City Manager, Key West PO Box 1409 Key West, FL 33041 For County': BY COURIER County Administrator 11 00 Simonton Street Key West, FL 33040 BY MAIL County Administrator PO Box 1026 Key West, FL 33041 23. CLAIMS FOR FEDERAL OR STATE AID. Contractor and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 24. NONI-DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the pmformance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 25. NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party c:laim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the City agree that neither the County nor the City or City of Key West - Vandenberg Project 2M 20061203 10 any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior Ito the community in general or for the purposes contemplated in this Agreement. 26. ATrESTATIONS. City agrees to execute such documents as the County may reasonabl:V require, to include a Public Entity Crime Statement, an Ethics Statement, and a Dru!~-Free Workplace Statement. 27. NO PERSONAL LIABILITY. No covenant or Agreement contained herein shall be deemed to be a covenant or Agreement of any member, officer, agent or employee of , . P in his or her individual capacity, and no member, officer, agent or employee of . shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 28. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto ma~' execute this Agreement by singing any such counterpart. 29. SECTION HEADINGS. Section headings have been inserted in this Agreement as a mattE~r of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. (SEAL) Attest: Danny L. Kolhage, Clerk Board of County Commissioners of Monroe County DepUlty Clerk Mayor/Chairman (CORPORATE SEAL) City of Key We:;t - Vandenberg Project 2M 20061203 City of Key West 11 Attest: By. Ci~V Clerk Print Name City of Key West - Vandenberg Project 2M 20061203 By Mayor 12 Print Name