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E. Tourist Development Council BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: MARCH 21, 2007 Division: TDC Bulk Item: Yes ---K- No Department: Staff Contact PersonlPhone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval of an Amendment to Agreement with the Key West Council on the Arts, Inc. to revise Exhibit A. ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: BOCC approved original Agreement at their meeting of October 18, 2006. CONTRACT/AGREEMENT CHANGES: Amendment to revise Exhibit A - dates of concert STAFF RECOMMENDATIONS: Approval TOTAL COST: $13.500 BUDGETED: Yes ~ No COST TO COUNTY: $13.500 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes X No jOUNTPERMONTH_ Year OMB/Purchasing ~ Risk Management X APPROVED BY: County Atty-2L DOCUMENTATION: Included X Not Required_ DISPOSITION: AGENDA ITEM # Revised 1 1106 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Key West Council on the Arts, Contract # - Inc. Effective Date: 10/1/06 Expiration Date: 10/31/07 Contract Purpose/Description: Approval of an Amendment to Agreement with the Key West Council on the Arts, Inc. to revise Exhibit A. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext. ) (Department/Stop #) for BOCC meeting on 3/21/07 Agenda Deadline 3/6/07 CONTRACT COSTS Total Dollar Value of Contract: $ 13,500 Budgeted? Yes~ No D Account Codes: Grant: $ County Match: $ Current Year Portion: $ 115-75011-530340-T75C-041-X-530410 115-75011-530340- T75C-041-X-530480 ADDITIONAL COSTS Estimated Ongoing Costs: $_/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Date Out County Attorney zJ$ Comments: S.Grimsley -z." OMB Form Revised 2/27/01 Mep #2 AMENDMENT (1st AMENDMENT) TO AGREEMENT THIS AMENDMENT to agreement dated the_day of 2007, is entered into by and between the Board of County Commissioners for Monroe County, on behalf of the Tourist Development Council, and Key West Council on the Arts, Inc. WHEREAS, there was a contract entered into on October 18, 2006 between the parties, awarding $13,500 for the production of Impromptu Concerts between November 2006 and July 2007; and WHEREAS, it has become necessary to revise the schedule for the concerts; and WHEREAS, Exhibit A needs to be revised to reflect the change in concert dates; NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. Exhibit A of the Agreement dated October 18, 2006 shall be revised, and attached hereto. 2. The remaining provisions of the contract dated October 18, 2006 remain in full force and effect. IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. (SEAL) Attest: Danny L. Kolhage. Clerk Board of County Commissioners of Monroe County Deputy Clerk Mayor/Chairman (CORPORATE SEAL) Attest: Key West Council on the Arts, Inc. By. Secretary By President Print Name Print Name OR TWO WITNESSES (1) (1 ) Print Name (2) (2) Print Name MONROE COUNTY ATTORNEY APPROV AS T ORM: Amendment # 1 Impromptu eoncerts AMENDMENT (1st AMENDMENT) TO AGREEMENT THIS AMENDMENT to agreement dated the_day of 2007, is entered into by and between the Board of County Commissioners for Monroe County, on behalf of the Tourist Development Council, and Key West Council on the Arts, Inc. WHEREAS, there was a contract entered into on October 18, 2006 between the parties, awarding $13,500 for the production of Impromptu Concerts between November 2006 and July 2007; and WHEREAS, it has become necessary to revise the schedule for the concerts; and WHEREAS, Exhibit A needs to be revised to reflect the change in concert dates; NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. Exhibit A of the Agreement dated October 18, 2006 shall be revised, and attached hereto. 2. The remaining provisions of the contract dated October 18, 2006 remain in full force and effect. IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. (SEAL) Attest: Danny L. Kolhage, Clerk Board of County Commissioners of Monroe County Deputy Clerk Mayor/Chairman (CORPORATE SEAL) Attest: Key West Council on the Arts, Inc. By. Secretary By,./ Print Name /12 11 t4 /t/ A OR TWO WITNESSES (1 ) (1 ) Print Name (2) (2) Print Name MONROE COUNTY ATTORNEY . /PPROV~AS ~ORM: \. ./' -< A J. 6' - d. / ).rj,( - .-' -' /"L~/l",'l -r;:-<- ASS~~~~ Cr;U~~Y A~~;~NEY 7 Date cv - Y -() j Amendment # I Impromptu Concerts REVISED EXHIBIT A D. MONROE COUNTY TOURIST DEVELOPMENT COUNCil CULTURAL UMBRELLA SCHEDULE OF EVENTS FISCAL YEAR 2007 EVENT NAME: Key West Council on the Arts IMPROMPTU CONCERTS List scheduled event activities in date order. If pre-promotion is included, indicate the event dates of the next season. If funded, funds will be reimbursed only for the promotion of event activities listed here. November 12, 2006 Amemet String Quartet violins, viola, cello, January 7, 2007 Poulenc Trio oboe, piano, bassoon February 11 Frederick Moyer* piano February 18 Brazilian Guitar Quartet guitars March 11 Miami String Quartet / piano violins, viola, cello, piano March 18, 2007 Moscow ehamber Orchestra**_ 15 piece string orchestra Summer concert is an "Impromptu" concert *Mr Moyer will be giving two master classes and two illustrated lectures for three days prior to his Sunday concert. ** This concert will be held at the San earols or TWT Page 1 of 1 Pacini-Maxine From: Florida Keys Council of the Arts [info@keysarts.com] Sent: Monday, January 29,20073:41 PM To: Maxine PacinifTDC Subject: CU Committee Approval Attachments: Impromptu Revised EXHIBIT A 1-29-07.doc To: Maxine Pacini, Monroe County Tourist Development Council From: Monica Haskell, Cultural Umbrella Administrator Re: 2006/07 Cultural Umbrella - Exhibit A Revision Key West Council on the Arts - Impromptu Concert Series The attached revision of "Exhibit A - Schedule of Events" for the Impromptu Concert Series is accepted by the Cultural Umbrella. Please incorporate into their contract. 1/29/2007 FUNDING AGREEMENT THIS AGREEMENT is made and entered into by and between the Board of County Commissioners of Monroe County, Florida, a political subdivision of the state of Florida, ("County") and Key West Council on the Arts, Inc., a Florida corporation ("Event Sponsor"). WHEREAS, the umbrella organization under contract to the County has recommended to the Monroe County Tourist Development Council ("TDC"), which has endorsed the recommendation, that certain monies be allocated for promotion of an event by Event Sponsor; NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: 1. Amount: County shall pay a sum not to exceed $13,500 (Thirteen Thousand and Five Hundred Dollars) for promotion and related expenditures, as described in the event budget, effective October 1, 2006, attached hereto as Exhibit B, for production of the Impromptu Concerts (total of 7 concerts) between November 2006 and July 2007. Payment will be made only after Event Sponsor submits invoices and support documentation acceptable to the County's Finance Department. The advertising and promotion budget using County funding may be altered as to the individual line items, or components, within 10% of the amount stated for that item or component, without increasing the total dollar amount and without requiring a written amendment to this agreement. The general non-allocated section of an Umbrella event budget may be utilized for unforeseen permissible expenditures and for those budget lines that may require additional funds. Monroe County's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the County. 2. Duties of Event Sponsor: Event Sponsor shall provide promotion and related services as described in the Sponsor's application for funding, Exhibit A, attached hereto. All advertising and public relations services or supervision of advertising and public relations will be provided through the contracted agencies of the TDC and County. 3. InvoicinQ: The contracted agencies of record shall receive payment of work in progress upon submission of documented invoices associated with the event. Event sponsor fully understands that funding is obtained from tourist development taxes for which the fiscal year ends September 30, 2007. Event sponsor also understands that the funding process through which this contract was made available by County requires event sponsors to submit their payment requests as quickly as possible and to finalize all such requests before the end of the fiscal year, if at all possible. In order for the tourist development taxes to be utilized most effectively for the purpose for which they were authorized, attracting and promoting tourism, the budgeting process of the County requires the event's funding to be concluded in a timely manner. In recognition that the timeliness of payment requests is of extreme importance to the funding of future advertising and promotion for the stability of the tourist-based economy, Event Sponsor agrees to submit by September 30, 2007, all invoices and support documentation as required by the County's Finance Department rules and policies. Event Sponsor shall not be reimbursed nor will Event Sponsor's vendors be paid directly for any invoices received by the County after September 30, 2007, except Impromptu Concerts Cultural Umbrella Funding FY 2007 that for events with promotional expenditures incurred between July 1 and September 30, 2007, invoices must be submitted within ninety (90) days of the conclusion of the event. 4. Reimbursement to County: Event Sponsor shall reimburse County for any amount of funds expended by County in connection with an event which does not occur as a result of any act or omission by Event Sponsor. 5. Indemnification: Event Sponsor covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of the services provided, event sponsored, or other activities and funding associated with this agreement. Should event involve the serving or distribution of alcoholic beverages, Event Sponsor shall obtain prior to the event a Liquor Liability insurance policy naming Monroe County as a co-insured. 6. Records: Event Sponsor shall maintain records pursuant to generally accepted accounting principles for three (3) years after the event and shall permit County and its agents and employees access to said records at reasonable times. 7. Termination: County may terminate this agreement without cause by providing written notice to Event Sponsor, through its officer, agent, or representative, no less than sixty (60) days prior to the event and may terminate for breach upon providing to Event Sponsor, through its officer, agent or representative, notice at least seven (7) days prior to the effective date of the termination. Notice is deemed received by Event Sponsor when hand delivered, delivered by national courier with proof of delivery, or by U.S. mail upon verified receipt or upon the date of refusal or non-acceptance of delivery. 8. Conflicts: Event sponsor is an independent contractor and shall disclose any potential conflicts of interest as defined by Florida Statutes, Chapter 112 and Monroe County Code, Article XXI. 9. Non-Collusion: By signing below, Event Sponsor warrants that he/she/it has not employed, retained or otherwise had act on his/her/its behalf any former County officer or employee in violation of Section 2 of 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 contract without liability and may also, at its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer or employee. 10. Public Entities Crimes: 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 a contract to provide any goods or services to a public entity, may not submit a bid on a contract 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, subcontractor, or consultant under a contract 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 Impromptu Concerts Cultural Umbrella Funding FY 2007 2 CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 11. LOQO Requirement: All promotional literature and advertising must display the 'The Florida Keys & Key West, Monroe County Tourist Development Council, Come as You Are", logo/trade mark adopted by the TDC and County on November, 2000, (as per attached). Radio Advertising shall quote, "Brought to you by the Monroe County Tourist Development Council". No reimbursement or direct payment will be considered unless this logo/trade mark or slogan is utilized. 12. Insurance Requirements: Event Sponsor, as a pre-requisite of the Special Event governed by this agreement, shall obtain, at its own expense, insurance as specified in this section. Event Sponsor will not be permitted to commence work associated with the Event (including pre-staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the county as specified below. Event Sponsor shall maintain the required insurance throughout the entire duration of the Special Event and any extensions specified in any attached schedules. Failure to comply with this provision may result in the immediate suspension of the Event until the required insurance has been reinstated or replaced. Event Sponsor shall provide, to the County, as satisfactory evidence of the required insurance, either: Certificate of Insurance or * Certified copy of the actual insurance policy A certified copy of any or all insurance policies required by this contract shall be filed with the Clerk of the BOCC prior to the Event. All insurance policies must specify that they are not subject to cancellation, non-renewal, material change or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. Acceptance and/or approval of Event Sponsor's insurance shall not be construed as relieving Event Sponsor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies. Any deviations from these General Insurance Requirements must be requested in writing on the County form titled "Request for Waiver of Insurance Requirements" and must be approved by Monroe County Risk Management. Event Sponsor shall furnish the County with a certificate evidencing the insurance required by this paragraph not later than twenty (20) days prior to the event. Prior to commencement of work governed by this contract, Event Sponsor shall obtain General Liability Insurance. Coverage shall be maintained through out the life of the contract and include, as a minimum: * Premises Operations * Products and Completed Operations * Blanket contractual Liability * Personal Injury Liability * Expanded Definition of Property Damage The minimum limits acceptable shall be: Impromptu Conceits Cultural Umbrella Funding FY 2007 * 3 * $1,000,000.00 combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: * $500,000.00 per person * $1,000,000.00 per Occurrence * $100,000.00 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. Recognizing that the work governed by this contract involves the sales and/or distribution of alcoholic beverages, the Contractor's General Liability Insurance policy shall include Liquor Liability with limits equal to those of the basic coverage. A separate Liquor Liability policy is acceptable if the coverage is not more restrictive than the contractor's General Liability policy. IN WITNESS WHEREOF, each 2rty has caused this Agreement to be executed by its duly authorized representative, the I tt? '" day of ~ . 2006. (SEAL) Attest: Danny L. Kolhage, Clerk C1~ Deputy Clerk Board of County Commissioners of Monroe ~!ty Mayor/cLinnan (CORPORATE SEAL) Key West Council on the Arts, 'nc. Attest: By. Secretary ~ JJPi ;(( A'.- "U(- ~ President , I uW I'rt.-i) k2 ~ n-( nnt Name Print Name OR TWO WITNESSES (1 )'-----7 ) ) L 0/ 1 4 (2r-~/<-(' ('/<;/L-f; /' --- ~.. ~ .. ~ /n~/.i';7C Print Na MONROE COUNTY ATTORNEY APPROVED AS TO FORM: ~&~.~t':-0/ . SUSAN M. G SLEY . ~~, ....T^ ..,. ("'''111\1 v .l'..TTnr:lNI=Y j/~ /1'<"'.// /~ - / lJ ~J 77/ /--}/<-/- Print Name Impromptu Concerts Cultural Umbrella Funding FY 2007 1 I I. 1 .l~ C-r C/ -"CJ ) . , I ! i j I J . j .! : E bObOt A \ ~ I I j ; 1. X I I & ~~~~ ~- .... z:;::r ...--::a. ~ = ---=-- P.o. Box 6244 Key West, Fl 33040 Key West Council on the Arts IMPROMPTU CONCERTS 2006-2007 Season Schedule November 12, 2006 Amemet String Quartet January 7, 2007 Poulenc Trio violins, viola, cello, oboe, piano, bassoon February 11 Frederick Moyer* piano February 18 Brazilian Guitar Quartet March 11 Miami String Quartet / piano March 25, 2007 Moscow Chamber Orchestra**_ gui tars violins, viola, cello, piano 15 piece string orchestra Summer concert is an "Impromptu" concert *Mr Moyer will be giving two master clases and two illustrated lectures for three days prior to his Sunday concert. ** This concert will be held at the San Carlos or TWf BOARD OF DIRECTORS Joseph Viana, President Keith Dempster, Vice President Jon Davis. TreaC:llr,.r IInn.,Jri o~_.... n ~ ~ ~ EXHIBIT I MONROE COUNTY CULTURAL UMBRELLA EVENT FUNDS FY 2007 BUDGET BREAKDOWN Event Name: KWCA Impromptu Concerts Media Advertising $7,500 Brochures, Posters, Programs $3,000 Direct Mail & Postage $ 230 Photo Program Banner $1,500 Public Relations $ 470 Miscellaneous $ 800 Total $13,500 Miscellaneous may not exceed 15% of the above budget Actual expenditures may deviate no more than 10% from this budget The maximum request is $25,000 Funds are paid on a reimbursement basis All print and television materials must display the current TDC logo All Broadcast advertising placed outside Monroe County must include the line "Sponsored in part by the Florida Keys and Key West" All Broadcast advertising placed inside Monroe County must include the line "sponsored in part by the Monroe County Tourist Development Council" fUr flORIDA KfYS & KH WtSI MONRO[ COUNTY TOURIST OmLOPM[NT COUNCIL Come as you are~ fUr flORIDA KfYS & KfY wrST MONRO[ COUNTY TOURIST Orv[LOPM[NT COUNCIl Come as you are~ T~r nORIDA KfYS &KfYwrST MONRO[ COUNTY TOURIST OmLOPM[NT COUNCIL Come as you are ~ fUr flORIDA KfYS & KH wrST MONRO[ COUNTY TOURIST OmLOPM[NT COUNCIL Come as you are ~ fUr flORIDA KfYS & KfY wrST MONRO[ COUNTYTOURIST OmLOPM[NT COUNCIL Come as you are~ fUt nORIDA KfYS & KfY wrST MONRO[ COUNTY TOURIST OmLOPM[NT COUNCIL Come as you are~ THf flORIDA KHS & KfY WfST THf flORIDA KfYS & KfY WfST THf flORIDA KfYS & KH WfST MONROf COUNTY TOURIST OfYHOPMfNT COUNCIL MONROf COUNTY TOURIST DfYHOPMfNT COUNCIL MONROf COUNTY TOURIST DfYHOPMfNT COUNCIL Come as you are~ Come as you arc:~ Come as you are~ THf flORIDA KfYS & KfY WfST THf flORIDA KfYS & KfY WfST THf flORIDA KfYS & KfY WfST MONROf COUNTY TOURIST OfYHOPMfNT COUNCIL MONROf COUNTYTOURlST DfVUOPMfNT COUNOL MONROf COUNTY TOURIST DfYHOPMfNT COUNCIL Come as you are~ Come as you are~ Come as you are~ Tur [LORIDAKHS&KrYwm TUr [LORIDAKHS&KrYwm TUr [LORIDAKHS&KrYwm MONROf COUNTY TOURIST OfYHOPMfNT COUNCIl MONROf COUNTY TOURIST OfYfWPMfNT COUNCIL MONROf COUNTY TOURIST OfVHOPMfNT COUNCIl Come as you are@ Come as you are@ Come as you are@ Tur [LORIDA KHS & KrY wm TUr [LORIDA KHS & KrY wm TUr [LORIDA KHS & KrY wm MONROf COUNTY TOURIST OfYHOPHfNT COUNCIL MONROf COUNTY TOURIST OfYHOPMfNT COUNCIL MONROf COUNTY TOURIST OfYfWPMfNT COUNCIl Come as you are@ Come as you are@ Come as you are@ TUf [WRIDA KfYS & KfY WfST MONROf COUNTY TOURIST DfVfLOPMfNT COUNCIL Come as you are@ TUf nORIDA KfYS & KfY WfST MONROf COUNTY TOURIST DfVfLOPMfNT COUNCIL Come as you are@ TUf nORIDA KfYS & KfY WfST MONROf COUNTY TOURIST DfVfLOPMfNT COUNCIL Come as you are@ TUf nORIDA KfYS & KfY WfST MONROf COUNTY TOURIST DfVfLOPMfNT COUNCIL Come as you are@ MCTG-3125 New Loqo Slick L01 1996 [ditlo. ~IONROE COU~TY, FLORIDA Request For Waiver of Insurance Requirements It is requ~sted that the insurance requirements, as specified in the County's Schedule of Insurance Requirements, be 'Waived or modified on the following contract. Contractor: See Event Attachment --.te \1 west COLU1G/( Ion the Arts I IYlc. J ~ ame o( Entity: J rn p ( 0 rn p f1A. Co n c.eris ~ame o( Event: Contract (or: Services Address of Contractor: c/o mc Att: Maxine Phone: 305-296-1552 Scope oCWork: Advertisimz and Promotion Reason for Waiver: Proviwmz funds to promote event onlv.... Minimal exposure to county PoUdes Waiver wiD apply to: See Attached Signature of Contractor: Approved Not Approved '( y'l <:-., (~) () Risk Management: ----1 J l"-~'-UA_';:G 1 I"" "',' Date: \ &....- . -)- () Ir- County Administrator Appeal: Approved ~'ot Approved Date: Board of County Commissionen Appeal: Approved ~ot .\pproved \fccting Date: Administration Instruction #"709.2 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: MARCH 21, 2007 Division: TDC Bulk Item: Yes ---K- No Department: Staff Contact PersonlPhone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval of a resolution transferring funds into District III Visitor Information Services ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: CONTRACT/AGREEMENT CHANGES: ST AFF RECOMMENDATIONS: Approval TOTAL COST: $9,082 BUDGETED: Yes ~ No COST TO COUNTY: $9,082 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes ---K- No AMOUNTPERMONTH_ Year APPROVED BY: County Atty -2L OMB/Purchasing -L Risk Management X DOCUMENT A TION: Included X Not Required_ DISPOSITION: AGENDA ITEM # Revised 11/06 RESOLUTION NO. ~2007 RESOLUTION TRANSFERRING FUNDS WHEREAS, it is necessary for the Board of County Commissioners of Monroe County, Florida, to make budgeted transfers set up in the M:>nroe County Budget for fiscal year 2006- 2007 and to create new items under said budget, now, therefore. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, that the budgeted amounts previously set up in the Monroe County Budget for the fiscal year 2006-2007 in the amounts hereinafter set forth be transferred to and from the following account. Transfer from District 111,3 CENT Item #119 79020 530480 T79P239X 530480 Function #5500 District Advertising Campaign The sum of $9082.00 Into District III, 3 CENT Item #11979010530340 T79V241X 530340 Function #5500 District Visitor Information Services MONROE COUNTY ATTORNEY APPROVI',D AS ~ \-1AA A.AAV~ ~ SUSAN M. G SLEY ASSISTANT COUNT,!, ~TTORNEY Date ,,J. - J--.. (j v BE IT FURTHER RESOLVED BY SAID BOARD that the Clerk of Board be and he is hereby authorized to take the necessary action to effect the transfers offunds heretofore sEt forth. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the_day of ,A.D. 2007. Mayor di Gennaro Mayor Pro Tem Spehar Commissioner Neugent Commissioner McCoy Commissioner Murphy BY: Mayor/Chairman BOARD OF COUNTY COMMISSION OF MONROE COUNTY, FLORIDA. (SEAL) ATTEST: CLERK APPROVE~e-Y):, J /) f . . --~ /> . / /' L/ ~ t.~ { {(. re..~. r TOURIST DEVELOPMENT COUNCIL BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date:Mf\~\-\. 21, 2007 Division: TDC Bulk Item: Yes No Department: Staff Contact PersonlPhone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval of an Agreement with the Islamorada Village ofIslands in an amount not to exceed $29,975, DAC IV, FY 2007 Capital Resources for the Founders Park Swimming and Diving Pool complex project. ITEM BACKGROUND: TDC approved same at their meeting of November 14,2006 J PREVIOUS RELEVANT BOCC ACTION: CONTRACT/AGREEMENT CHANGES: New Agreement STAFF RECOMMENDATIONS: Approval TOTAL COST: $29,975 BUDGETED: Yes X No COST TO COUNTY: $29,975 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes x No AMOUNTPERMONTH_ Year APPROVED BY: County Atty -2L OMB/Purchasing-X- Risk Management X DOCUMENT A TION: Incl uded X Not Required_ DISPOSITION: AGENDA ITEM # Revised 11/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Islamorada Village of Islands Contract # - Effective Date: 3hll07 Expiration Date: 9/30/07 Contract Purpose/Description: Approval of an Agreement with the Islamorada Village of Islands in an amount not to exceed $29,975, DAC IV, FY 2007 Capital Resources for the Founders Park Swimming and Diving Pool complex project. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext. ) (Department/Stop #) for BOCC meeting on .3 l'tel /07 Agenda Deadline:? J 6/tJ7 CONTRACT COSTS Total Dollar Value of Contract: $ 29,975 Budgeted? Yes[8J No 0 Account Codes: Grant: $ County Match: $ Current Year Portion: $ 120-70040-530340- T701-603-X-530340 ADDITIONAL COSTS Estimated Ongoing Costs: $~yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes ~t~ Needed Division Director ;: I PI' YesD No[j" Risk Mana~men)( ~~ O.Ut./Pu h~sing \ ,l~(0 {)~ esD NoW 6~<lYesDNO~~ I~ YesO NOrz( S.Grimsley Date Out County Attorney Comments: OMB Form Revised 2/27/01 Mep #2 V~(v~(~vvr VO.VI r~^ 141 002/018 Inter-local Agreement With The Islamorada Villaae of Islands This AGREEMENT dated the day of 2007, is entered into by and between the BOARD OF COUNTY COMMISSIONERS FOR MONROE COUNTY, hereinafter "County" or "GRANTOR," on behalf of the TOURIST DEVELOPMENT COUNCIL, hereinafter "TDC" and Islamorada Village of Islands, hereinafter "Grantee". WHEREAS, the third penny of Tourist Development Tax may be used to acquire, construct, extend, enlarge, remodel, repair or improve, convention centers, sports stadiums, sports arenas, coliseums, auditoriums, fishing piers, museums, zoological parks, nature centers, beach improvements and beach park facilities which are publicly owned and operated or owned and operated by not-for-proflt corporations, and WHEREAS, Grantee has applied for funding for the Improvements to Founders Park Swimming and Diving Complex project; and WHEREAS, the Grantor and TDC have determined that it is in the best interest of the County, for purposes of promoting tourism and preserving the heritage of the community, to make it appealing to tourists, and to improve the property for use as an outdoor museum that is open to the public; NOW, THEREFORE, in consideration of the mutual covenants and payments contained herein, the Grantee and the Grantor have entered into this Agreement on the terms and conditions as set forth below. 1. GRANT AGREEMENT PERIOD, This Agreement is for the period of March 21, 2007 through to September 30, 2007. 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 7,12 and 13 below. 2. SCOPE OF AGREEMENT. The Grantee shall provide the following scope of services: Seament 1: Obtain plans; permits and complete construction of a 10')(20' and 6"to 1811 in depth wading pool. Seclment 2: Procure and install a lightning detection system at Founders Park. Segment(s) of the work is/are more particularly described in Exhibit(s) A, detailing the work and the cost allocable to each segment, attached hereto and incorporated herein by reference. All work for which grant funds are to be expended must be completed by the stated termination date of September 30, 2007 and all invoices pertaining to this project shall be submitted to the Finance Department of Monroe County no later than September 30, 2007 to be considered for payment. a) There shall be a project manager to acknowledge receipt of goods or work performed. This Project Manager shall be Jon Sutter, Islamorada Village of Islands, P.O. Box 568, Islamorada, FL 33036 (Tel: 305-853-1685/Fax: 305-853-1778/E-mail: john.sutter@islamorada.fl.us). Should there be a change in the project manager lslamorada Village Founders Park. Swimming Pool Project Capital Project Funding FY 2007 specified in the Grantee's application, a new project manager shall be designated and notice of the designation shall be provided to TDC/County. b) If, and to the extent that, Grantee contracts for any of the work funded under this Agreement to be performed or completed, Grantee shall give notice to County of the contractual relationship, provide County with a copy of any and all contracts and shall require the contractor(s) to comply with all the terms of this contract. Should grantee contract the work and then decrease the scope of work to be performed by a contractor, Grantee shall provide County with an amended contract executed by Grantee and its contractor. (i) A Grantee which is a governmental entity shall comply with the procurement regulations and policies to which it is subject, and shall provide Grantor documentation of the procurement requirements applicable to the project and compliance therewith. (ii) A Grantee which is a not-for-profit entity shall undergo procurement processes for those parts of the project to be contracted (not performed by the entity's employees), which shall, at a minimum, require the acquisition of two written quotes for work expected to be under $25,000 or a notarized statement as to why such written quotes were not feasible. For work expected to be $25,000 or more, a competitive bid process must be performed. County procurement policies and procedures may be used by the Grantee as a guideline. In the event that the monetary contractual process commenced prior to the effective date of this funding grant Agreement, and the guidelines above were not followed, Grantee shall submit with its reimbursement request a notarized statement which details the Grantee's procurement efforts to ensure the best service for the most economical price. Grantee shall provide Grantor detailed documentation of the procurement process used. c) Grantee shall exercise good internal controls to assure that the project as described in the funding application shall be completed on a timely basis within the proposed budget and shall provide to County any certifications, including those by the architect, engineer, contractor or an independent consultant if necessary, required to establish that materials which are purported to be applied to the project are in fact so applied. Further verification shall be required to show that equipment and other fixtures and personal property covered by this Agreement are delivered to and installed in the project site. When any permit is required by any govemmental agency, copies of plans and other documents which are submitted to the applicable agency shall be submitted to the County Engineering Division to enable verification that the scope of services under this Agreement has been provided. 3. AMOUNT OF AGREEMENT AND PAYMENT. The Grantor shall provide an amount not to exceed $29,975 (Twenty Nine Thousand, Nine Hundred and Seventy Five Dollars) for materials and services used to improve the property. Reimbursement request must show that Grantee has paid in full for materials and services relating to the segment prior to seeking the 50% (fifty percent) reimbursement from Grantor. Payment shall be 50% (fifty percent) reimbursement of the total cost of the segment, subject to ISlamorada Village founders Park Swimming Pool Project Capital Project Funding FY 2007 2 8l 0/800 III ~~~ I~:R~ !~~7/~~/7~ the cap on expenditures for that segment as set forth in Exhibit A. Reimbursement can be sought after each segment of the Agreement is completed and signed by the Monroe County Engineering Department as outlined in 3.a. The Board of County Commissioners and the Tourist Development Council assume 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 the SOCC. a) Payment shall be made upon the completion of a specific segment as outlined in the Scope of Services and Exhibit A. Payment for expenditures permissible by law and County policies shall be made through reimbursement to Grantee upon presentation of Application for Payment Summary- AlA Document G702 or similar certification as required below for governmental entities and not-for-profit entities, invoices, canceled checks and other documentation necessary to support a claim for reimbursement. Payment is a 50% (fifty percent) reimbursement of the total cost of each segment of the project, subject to the cap on expenditures for that segment as set forth in Exhibit A. Reimbursement can be sought after each segment of the Agreement is completed and signed by the Monroe County Engineering Department as outlined in 3.a. Included in said documentation shall be proof that the Grantee has received the property, realty or personalty, for each segment of Agreement as outlined in Exhibit A and paid an amount equal to or greater than the amount invoiced to the Grantor. It shall be necessary for the Grantee to contact the County Engineering Division and to arrange for inspections upon the completion of each segment. The documentation needed to support the payment request shall be in the form necessary for submission and available to the County engineer at the time of inspection. All submissions for payment shall have a proposed schedule of values for segment(s) and indicate the percentage of completion of the overall project as of the submission. This document should be signed by the project architect, engineer, general contractor or project manager. Photos of the progress of the work shall also be submitted with the payment application. It shall be the responsibility of the project architect, engineer, general contractor or project manager to initiate the communication with the Monroe County Engineering Division to facilitate the inspection(s) of the segment of the project. All submissions requesting payment shall be approved in writing, and signed, by the Monroe County Engineering Division as to the completion of the segment of the project for which payment is requested. The application> for payment document must be certified through a statement signed by an officer of the organization and notarized, declaring that representations in the invoice are true and factual. Grantee shall also provide partial releases of liens or certifications of non-lien if applicable. Grantor shall retain 10% of any payment on work in progress until the Grantee has provided a Final Release of lien for each vendor/Contractor for whom payment is requested. For projects exceeding $25,000 in TDC funding under this Agreement; final payment will not be made until the following documents are complete and submitted to the Grantor: AlA Document AlA Document AlA Document G-702 Application for Payment Summary G-704 Certificate of Substantial Completion G-706 Contractor's Affidavit of Debts & Claims IsJamorada Village Founders Park Swimming Pool Project Capital Project Funding FY 2007 3 8LO/1I00 ~ ~~~ LO:RO )OO7./~O/7.0 AlA Document G-706A Contractor's Affidavit of Release of Liens AlA Document G-707 Consent of Surety to Final Payment (when applicable) Final Release of Lien or Affidavit and Partial Release of Lien For projects for which TDC funding under this Agreement is $25,000 or less, the AlA documentation is not required, but sufficient documentation must be submitted to County to provide similar assurances that the work has been completed and contractors/suppliers paid. All payment requests must be submitted no later than the completion of project of September 30, 2007. Invoices received after September 30, 2007 will not be considered for payment. b) Documentation shall be submitted to the TDC Administrative Office to show the receipt and application of in-kind donations of goods, professional services, and materials. Said documentation should include invoices, bills of lading, etc., and be verified as received and applied to the project through a notarized statement of the project architect, engineer, general contractor or project manager. The receipt and application to the project of volunteer labor are to be documented and verified by notarized signature of the project architect, engineer, general contractor or project manager, and said documentation submitted to the TOe Administrative Office. All submissions shall identify the items included in Exhibit A and grantee shall complete the Application for Payment form which is provided within the payment/reimbursement kit provided to the grantee, listing the schedule of values which are sought to be reimbursed and shall indicate the percentage of completion of the overall project as of the submission. This document should be signed by the project architect, engineer, general contractor or project manager. Photographs showing progress on project shall be included in any payment request. The Project Manager shall certify delivery to the project site and installation therein of any goods or services provided other than through an architect, engineer or contractor. All work performed and goods received on site and incorporated into the project shall be verified by one of the foregoing. Submission of any documentation which is untrue, falsified, or otherwise misrepresents the work which has been completed, paid, or donated shall constitute a breach of agreement, for which breach the contract may be immediately terminated at the discretion of the County, whose decision shall be final. c) Grantee must submit all documentation for final payment on or before the termination date of this grant of September 30, 2007. Invoices received after September 3D, 2007 will not be considered for payment. d) At any time that the documentation requirement policies of Monroe County are revised, such as to require annual inventory reports for equipment purchased under a TDC capital prOject grant, Grantee shall comply thereafter with such increased requirements, or further funding under the Agreement may be terminated by County. Islamorada Village FOWlders Park Swimming Pool Project Capital Project Funding FY 2007 4 8LO/!100 ~ X~~ LO:RO )OO7.IROI7.O e) Upon successful completion of this Grant Agreement, the Grantee may retain ownership of the real and personal property acquired and/or improved with funding under this Grant Agreement. However, the Grantee shall maintain, preserve and operate the property which was acquired or improved under this Agreement for the uses and purposes which qualified the Grantee for tourist development tax funding. Grantee shall complete and sign a Property Reporting Form (provided within payment/reimbursement package) for personal property and forward said completed form with the appropriate invoice to the TOe Administrative Office. Real property acquired or improved through funding under this Agreement shall remain dedicated for the purposes set forth herein or for other purposes which promote tourism and ownership of said property shall be retained by the Grantee. The following terms shall apply: (I) The Grantee shall have the use of the property, including both realty and personalty acquired with funding under this agreement, at the project site for so long as the facility is operated by Grantee, open to the public, and has a primary purpose of promoting tourism. At such time as any of the conditions in the preceding sentence shall cease to exist, the Grantee shall transfer ownership and possession of equipment and personal property to a local government or another not-for-profit organization which is a facility for which tourist development taxes may be used pursuant to Florida Statute with prior approval from TDC and SOCC. (ii) At any time that the Grantee: (a) elects to stop the project or otherwise decide not to place into service for tourist-related purposes the facility acquired, constructed, or renovated with tourist development tax funding, (b) demolishes the project facility or divests itself of ownership or possession of the real property, or (c) ceases the use of the property with a primary purpose of promoting tourism, Grantee shall, pursuant to the formula set forth hereafter, refund to the County the Tourist Development funding. This provision shall survive the termination date of all other provisions of this contract for a period of ten years. Should the demolition, transfer of ownership, or change to a non-tourist related purpose Occur after the facility has been used for tourist-related purposes for at least three (3) years, the amount of refund shall be pro-rated based on a useful life of ten (10) years. (iii) The Grantee is responsible for the implementation of adequate maintenance procedures to keep the real and personal property in good operating condition. (iv) The Grantee is responsible for any loss, damage, or theft of, and any loss, damage or injury caused by the use of, real or personal property or equipment purchased through funding under this Agreement. 4. RECORDS AND REPORTS. The Grantee 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 TDC, the County, the State of Florida or authorized agents and representatives of said government bodies. The Grantee shall also provide such access to the personal property and equipment purchased under this Agreement. It is the responsibility of the Grantee to maintain appropriate records in accordance with generally accepted accounting principles consistently applied to insure a proper accounting of all funds and expenditures. The lslamorada Village Founders Park Swimming Pool Project Capital Project Funding FY 2007 5 BlO/800 ~ \l1.'~ 1r..Or. 1r.r.7/0A/7A Grantee 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. In the event of an audit exception, the current fiscal year grant award or subsequent grant awards will be offset by the amount of the audit exception. In the event the grant is not renewed or supplemented in future years, the Grantee will be billed by the Grantor for the amount of the audit exception and shall promptly repay any audit exception. (a) Public Access. The County and Grantee 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 Grantee in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Grantee. 5. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the terms of this Agreement shall be only amended in writing and approved by the Board of County Commissioners for Monroe County. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Grantee and their respective legal representatives, successors, and assigns. 6. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the Grantee is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this Agreement shall be construed as to find the Grantee 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. (a) 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. 7. COMPLIANCE WITH LAW. In carrying out its obligations under this Agreement, the Grantee shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating 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 Grantor to terminate this Agreement immediately upon delivery of written notice of tennination to the Grantee. 8. RESTRICTIONS ON AGREEMENTS ENTERED PURSUANT TO THIS AGREEMENT. The Grantee shall include in all Agreements funded under this Agreement the following terms: lslamorada Village Founders Park Swimming Pool Project Capital Project Funding FY 2007 6 8LOILoof21 V'rJJ 7.......0...... '^^'//("'lA/"'7^ 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 indemnrfy 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 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 the insurance of the carriers showing that the aforesaid insurance pOlicy is in effect. The following coverage's shan be provided: 1. Workers Compensation insurance as required by Florida Statutes. Islamorada Village Founders Park Swimming Pool Project Capital Project Funding FY 2007 7 8LO/80012J VV.J ?AOnA I^A-.J/n^/-,^ 2. Commercial General Liability Insurance with minimum limits of $500,000 per oceurrence for bodily injury, personal injury and property damage. 3. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single limit per occurrence. The Contractor, the County and the TOC shall be named as additional insured, exempt 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 coverage's 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 reeords at the request of the roc, the County, the State of Florida or authorized agents and representatives of said government bodies. 9. HOLD HARMLESSIINDEMNIFICATION. The Grantee hereby agrees to indemnify and hold harmless the BOCCfTDC 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 arising directly or indirectly under this Agreement. The Grantee shall immediately give notice to the Grantor of any suit, claim or action made against the Grantor that is related to the activity under this Agreement, and will cooperate with the Grantor in the investigation arising as a result of any suit, action or claim related to this Agreement (a) Non-Waiver of Immunity. Notwithstanding he provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Grantee 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 immuntty 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 Islamorada Village Founders Park Swimming Pool Project Capital Project Funding FY 2007 8 8 L 0/800121 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. 10. NONDISCRIMINATION. County and Grantee 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. County or Grantee agree 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 use S5. 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 use 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 Agreement. 11. ANTI-KICKBACK. The Grantee 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 or TDC has any interest, financially or otherwise, in the said funded project, except for general membership. For breach or violation of this warranty, the Grantor shall have the right to annul this Agreement without liability Of, in its discretion, to deduct from the Agreement price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. 12. TERMINATION. This Agreement shall terminate on September 30, 2007. 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 Grantee. The Grantor may terminate this Agreement Islamorada Village Founders Park Swimming Pool Project Capital Project Funding FY 2007 9 8Lo/oLoIfI \/U I 7A' nA I ^^-, 1........... 1.... A without cause upon giving written notice of termination to Applicant. The Grantor shall not be obligated to pay for any services or goods provided by Grantee after Grantee has received written notice of termination. 13. TERMINATION FOR BREACH, The Grantor may immediately terminate this Agreement for any breach of the terms contained herein. Such termination shall take place im'mediately upon receipt of written notice of said termination. Any waiver of any breach of covenants herein contained to be kept and performed by Grantee shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Grantor from declaring a forfeiture for any succeeding breach either of the same conditions or of any other conditions. Failure to provide Grantor with certification of use of matChing funds or matching in-kind services at or above the rate of request for reimbursement or payment is a breach of Agreement, for which the Grantor may terminate this Agreement upon giving written notification of termination. 14. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior Agreements with respect to such subject matter between the Grantee and the Grantor. 15. 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. 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, (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 Grantee agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. (b) Severability. 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 Grantee 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 Grantee agree that in the event any cause of action or administrative proceeding is initiated or defended by any party lslamorada Village Founders P8rk Swimming Pool Project Capital Project Funding FY 2007 10 8LO/LLOI2J \/U I "'?A' nA I AA...." J......^- J......... 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-ot-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 Grantee 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 ir'!stituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Grantee 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. County and Grantee specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 16. ETHICS CLAUSE: Grantee warrants that he 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 Grantor 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 Grantee 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 Grantee 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 Grantee 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. Islamorada Village Founders Park SwimminS Pool Project Capital Project Funding FY 2007 11 8LO!2:LoliI VU I '/t"'I <nA '^^"'" ~r.^ ~....^ (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. 17. 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 CA TEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 18. AUTHORITY: Grantee 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 Grantee below certifies and warrants that the Grantee'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 Grantee, and this Agreement has been approved by the Board of Directors of Grantee or other appropriate authority. 19. LICENSING AND PERMITS: Grantee 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. 20. INSURANCE: Grantee agrees that it maintains in force at its own expense a liability insurance policy which will insure and indemnify the Grantee and the Grantor from any suits, claims or actions brought by any person or persons and from all costs and expenses of litigation brought against the Grantee for such injuries to persons or damage to property occurring during the Agreement or thereafter that results from performance by Grantee of the obligations set forth in this Agreement. At all times during the term of this Agreement and for one year after acceptance of the project, Grantee shall maintain on file with the Grantor a certificate of the insurance of the carriers showing that the aforesaid insurance policy is in effect. The follOWing coverage's shall be provided: 1. Workers Compensation insurance as required by Florida Statutes. 2. Commercial General Liability Insurance with minimum limits of $500,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be $250,000 per Person $500,000 per occurrence $50,000 property damage. lslamorada Village Founders Park Swimm.ing Pool Project Capital Project Funding FY 2007 12 8LO/8LOl2l uw~ 70'QO J007/~O/70 3. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single limit per occurrence. The Grantee, the Grantor and the TOC shall be named as additional insured, except workers compensation. The policies shall provide no less than 30 days notice of cancellationj non-renewal or reduction of coverage. Grantee shall provide, to the County, as satisfactory evidence of the required insurance, including the insurance policy application and either: · Original Certtficate of Insurance or · Certified copy of the actual insurance policy Or · Certificate of Insurance e..mailed from Insurance Agent/Company to County Risk Management (Telephone Maria Slavik at 295-3178 for details) An original certificate or a certified copy of any or all insurance poliCies required by this contract shall be filed with the Clerk of the BOCC prior to the contract being executed by the Clerks office. The Insurance policy must state that the Monroe County BOCC and Monroe County TOC is the Certificate Holder and additional Insured for this contract Insurance should be mailed to: Monroe County Board of County Commissioners CIO Risk Management 1100 Simonton Street Key West, FL 33041 21. NOTICE. Any written notice to be given to either party under this Agreement or related hereto shall be addressed and delivered as follows: For Grantee: John Sutter Islamorada, Village of Islands P.O. Box 568 Islamorada, FL 33036 For Grantor: Lynda Stuart Monroe County Tourist Development Council 1201 White Street, Suite 102 Key West, FL 33040 and lslamorada Village Founders Park Swimming Pool Project Capital Project Funding FY 2007 13 8l0/t'lOI2J Susan Grimsley, Asst. County Attorney P.O. Box 1026 Key West, FL 33041-1026 22. 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. ' 23. 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 perm!tted by the Florida constitution, state statute, and case law. 24. 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 hereunder, and the County and the Grantee agree that neither the County nor the Grantee or 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 to the community in general or for the purposes contemplated in this Agreement. 25. ATrESTATIONS. Grantee agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. 26. 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. 27. FORCE MAJEURE. The Grantee shall not be liable for delay in performance or failure to complete the project, in whole or in part, due to the occurrence of any contingency beyond its control or' the control of its contractors and subcontractors, including war or act of war whether an actual declaration thereof is made or not, act of terrorism impacting travel in the United States, insurrection, riot or civil commotion, act of public enemy, epidemic, quarantine restriction, storm, flood, drought or other act of God, or act of nature (including presence of endangered animal species which cannot Islamorada Village Founders Park Swimming Pool Project Capital Project Funding FY 2007 14 8LO!YLO~ V~J Q~.O~ I~^~/n^/~^ c( .... - CQ - :t: >< w 8l0!llO~ In .. - .... ..U >..... .... .... ;:::0 Za: WQ. LL. LL. 00 ..... 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VI ""Q C o .!:!2 '0 (]) 0) a ;> o "0 E2 o E o ~ be timely removed in a safe manner or any act of any governmental authority which prohibits the project from proceeding as described in the scope of services and incorporated references and which the Grantee has exercised reasonable care in the prevention thereof. However, lack of planning for normal and expected weather conditions for the time of year the project is to be executed shall not constitute an act of God excusing a delay. Any delay or failure due to the causes stated shall not constitute a breach of the Agreement: however, the SOCC shall have the right to determine if there will be any reduction to the amount of funds due to the Grantee after consideration of all relevant facts and circumstances surrounding the delay in performance or failure to complete the project within the contract period. Upon demand of TOC or BOCC. the Grantee must furnish evidence of the causes of such delay or failure_ SOCC shall not pay for any goods received or services provided after the date(s) described in paragraph 1 and Scope of Services. 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) A TIEST: DANNY L. KOLHAGE. CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY. FLORIDA By: Deputy Clerk By: Mayor/Chairman Islamorada, Village of Islands By: ~~ Mayor Islamorada Village Founders Park Swimming Pool Project Capital Project Funding FY 2007 I U (\( ItGe' PrrrOIU€ Y 15 8LO/9LoliJ BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: MARCH 21, 2007 Division: TDC Bulk Item: Yes ---K- No Department: Staff Contact PersonlPhone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval of an Amendment to Agreement with Del Brown Invitational Permit Tournament to revise dates of event. ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: BOCC approved original Agreement at their meeting of October 18, 2006. CONTRACT/AGREEMENT CHANGES: Amendment to revise dates of events STAFF RECOMMENDATIONS: Approval TOTAL COST: $1,000 BUDGETED: Yes ~ No COST TO COUNTY: $1,000 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes ---K- No AMOUNT PER MONTH Year APPROVED BY: County Atty -2L OMB/Purchasing --K- Risk Management X DOCUMENTATION: Included X Not Required_ DISPOSITION: AGENDA ITEM # Revised 11/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Del Brown Invitational Permit Contract # - Tournament Effective Date: 10/18/06 Expiration Date: 10/29/07 Contract Purpose/Description: Approval of an Amendment to Agreement with Del Brown Invitational Permit Tournament to revise dates of event. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext. ) (Department/Stop #) for BOCC meeting on 3/21/07 Agenda Deadline 3/6/07 CONTRACT COSTS Total Dollar Value of Contract: $ 1,000 Budgeted? Yes~ No D Account Codes: Grant: $ County Match: $ Current Year Portion: $ 115-75022-530340-T75F-404-X-530480 - ----- ADDITIONAL COSTS Estimated Ongoing Costs: $~yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes ~~,~ Needed Division Director '1?!'~ YesD Nola Risk Manag~enh a -(301 Y esD No~ ~~\9 o.KrB./Purch~ing ~6~ YesDNoEJ - \~~ County Attorney *1- YesDNo~ S.Grimsley Comments: OMB Form Revised 2/27/01 Mep #2 AMENDMENT (1st AMENOMENTI TO AGREEMENT THIS AMENDMENT to agreement dated the-le.-day of Rh 20Q7, is entered into by and between the Board of County Commissioners for Monroe County. on behalf of the Tourist Development Council, and Der Brown Invitational Permit Tournament. WHEREAS. there VIaS a contracl entered into on October 1 B. 2006 between the parties, awarding $1.000 for lhe production of the Der Brown Invitational Permit Tournament on July 17-20,2007; and WHEREAS. it has become necessary to revise the dates of event; and NOW. THEREFORE. in consideration of the mutual covenants contained nereln the parties agree to the amended agreement as follows: 1. Paragraph 1 of tlte agreement shall be revised as follows: County shall pay a sum not to exceed $1,000 (One Thousand DOllars) for promotion and related expenditures, as described in the event budget. attached hereto as Exhrbft B. for production of the Del Brown Invitational Permit Tournament on July 16 - 18. 2007 C-evenr). Payment wtrl be made only after Event Sponsor submits invoices and support dOcumel1tatlon acceptable to the County's Finance Department within nInety (90) days of the conclusion of the Event Funding under this agreement terminates ninety days after the conclusion of the Event. The advertising and promotion budget for County funding may be altered as to the i~ividua' lJ.ne items, or components, within 10% of the amount stated for that item or component, without increasing the total dollar amount and Without reqtJiring a 'MJtten amendment to this agreement. The general non-allceated section of the Event budget may be utilized for unforeseen allowabJe expenditures and for those budget lines that may reqUire additional funds, according to County guidelines. Monroe County's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the County. 2. The remaining provisions of the contract dated October 18, 2006 remain In full force and effect. IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. ( SEAL) Attest: Danny L Kolnage, Oerk Board of County Commissioners of Monroe County Deputy Crerk (CORPORATE SEAL) Attest: Mayor/Chairman Del Brown In"itatianal Permit Tournament By. Secretary By' ~ >0 "Oz "'O:D :JJO om <0 t;;g ~z CIl-i -i< ~ 00 :O::c ~z "'.. m -< Print Name OR (2 Cl. (1.b) (J)G Print Name Amendrmnl #- 1 Del BrOwn Invitational Permit Toumamt"f1f FUNDING AGREEMENT THIS AGREEMENT is made and entered into by and between Monroe County, Flocida, a political subdivision of the state of Florida (UCounty"), and Del Brown Invitational Permit Tournament ("Event Sponsor"). WHEREAS, Florida Keys Fishing Tournaments, Inc., the umbrella organization under contract to the County, has recommended to the Monroe County Tourist Development Council (hereinafter "TDC"), which has endorsed the recommendation, that certain monies be allocated for promotion of an event BY Event Sponsor; and WHEREAS, Event Sponsor has represented and agreed that it desires and is able to conduct the event; NOW, THEREFORE; in consideration of the mutual promises contained herein, the parties agree as follows: 1. County shall pay a sum not to exceed $1,000 (One Thousand Dollars) for promotion and related expenditures effective October 18, 2006, as described in the event budget, attached hereto as Exhibit B, for production of the Del Brown Invitational Permit Tournament on July 17-20, 2007 (UEvenf'). Payment will be made only after Event Sponsor submits invoices and support documentation acceptable to the County's Finance Department within ninety (90) days of the conclusion of the Event. Funding under this agreement terminates ninety days after the conclusion of the Event. The advertising and promotion budget for County funding may be altered as to the individual line items, or components, within 10% of the amount stated for that item or component, without increasing the total dollar amount and without requiring a written amendment to this agreement. The general non-allocated section of the Event budget may be utilized for unforeseen allowable expenditures and for those budget lines that may require additional funds, according to County guidelines. Monroe County's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the County. 2. In a situation where the Event has to be postponed due to a named storm or hurricane for which the County orders a visitor and/or resident evacuation order, the Event Sponsor shall have thirty (30) days to provide to Florida Keys Fishing Tournaments, Inc. notice of a new date for the Event, and shall produce the re-scheduled Event within ninety (90) days of the original date of Event. The rescheduled date shall be authorized, in writing, by The Florida Keys Fishing Tournaments, Inc. and forwarded to the Tourist Development Council administrative office to be processed in the form of an Amendment to this Agreement. If the Event Sponsor is unable to reschedule the Event, the Event Sponsor shall provide proof of the cancellation being caused by a named storm or hurricane, and a written statement as to why the Event cannot be rescheduled. If the Event is cancelled or rescheduled due to a named storm or hurricane for which the County orders a visitor and/or resident evacuation order, the County shall pay for promotion or related expenditures of any combination of invoices for the original event date, and/or the rescheduled date up to the amount, but not to exceed the amount of funds allocated as described in the budget, attached hereto as Exhibit B. Del Brown Invitational Permit Tournament Fishing Umbrella Funding FY 2007 3. Event Sponsor shall provide promotion and related services as described in the Sponsor's application for funding, Exhibit A, attached hereto. All advertising and public relations services or supervision of advertising and public relations will be provided through the contracted agencies of the TOC and County. The agencies of record, shall receive payment of work in progress upon submission of documented invoices associated with the Event. Event Sponsor fully understands that funding is obtained from tourist development taxes for which the fiscal year ends September 30, 2007. Event Sponsor also understands that the funding process through which this was Agreement is made available by County requires event sponsors to submit their payment requests within ninety (90) days of the conclusion of the. In order for the tourist development taxes to be utilized most effectively for the purpose for which they were authorized, attracting and promoting tourism, the budgeting process of the County requires the Event's funding to be concluded in a timely manner. In recognition that the timeliness of payment requests is of extreme importance to the funding of future advertising and promotion for the stability of the tourist-based economy, Event Sponsor agrees to submit within ninety (90) days of the conclusion of the Event all invoices and support documentation as required by the County's Finance Department rules and policies. Event Sponsor shall not be reimbursed nor will Event Sponsor's vendors be paid directly for any invoices received by the County after October 29. 2007. 4. 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 or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Event Sponsor agree that neither the County nor the Event Sponsor or 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 to the community in general or for the purposes contemplated in the Agreement. 5. Event Sponsor shall reimburse County for any amount of funds expended by County in connection with the Event if it does not occur as a result of any act or omission by Event Sponsor. 6. Event Sponsor covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of the services provided, event sponsored, or other activities and funding associated with this agreement. Should the Event involve the serving or distribution of alcoholic beverages, Event Sponsor shall obtain prior to the Event, a Liquor Liability insurance policy naming Monroe County as a co-insured. 7. Event Sponsor shall maintain records pursuant to generally accepted accounting principles for three (3) years after the Event and shall permit County and its agents and employees access to said records at reasonable times. 8. County may terminate this agreement without cause upon providing written notice to Event Sponsor no less than sixty (60) days prior to the Event and may terminate for breach upon providing to Event Sponsor notice at least seven (7) days prior to the effective date of the termination. 9. Event Sponsor is an independent contractor and shall disclose any potential conflicts of interest as defined by Florida Statutes, Chapter 112 and Monroe County Code, Article XXI. Del Brown Invitational Permit Tournament Fishing Umbrella Funding FY 2007 2 10. Event Sponsor warrants that he/she/it has not employed, retained or otherwise had act on his/her/its 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 contract without liability and may also, at its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer or employee. 11. 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 a contract to provide any goods or services to a public entity, may not submit a bid on a contract 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, subcontractor, or consultant under a contract 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 convicted vendor list. By signing below, Event Sponsor warrants that he/she/it is not in violation of this paragraph. 12. All promotional literature and advertising must display the "The Florida Keys & Key West, Monroe County Tourist Development Council, Come as You Are", logo/trade mark adopted by the TDC and County on November, 2000, attached hereto. Radio Advertising shall read "Brought to you by the Monroe County Tourist Development Council". No reimbursement or direct payment will be considered unless this logo/trade mark is utilized. 13. Insurance Requirements are as follows: Event Sponsor, as a pre-requisite of the Special Event governed by this agreement, shall obtain, at its own expense, insurance as specified in this section. Event Sponsor will not be permitted to commence work associated with the Event (including pre- staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the county as specified below. Event Sponsor shall maintain the required insurance throughout the entire duration of the Special Event and any extensions specified in any attached schedules. Failure to comply with this provision may result in the immediate suspension of the Event until the required insurance has been reinstated or replaced. Event Sponsor shall provide, to the County, as satisfactory evidence of the required insurance, either: * Certificate of Insurance or * Certified copy of the actual insurance policy A certified copy of any or all insurance policies required by this contract shall be filed with the Clerk of the BOCC prior to the Event. All insurance policies must specify that they are not subject to cancellation, non- renewal, material change or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. Acceptance and/or approval of Event Sponsor's insurance shall not be construed as relieving Event Sponsor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies. Any deviations from these General Insurance Requirements must be requested in writing on the County form titled "Request for Waiver of Insurance Requirements" and must be approved by Monroe County Risk Management. Del Brown Invitational Permit Tournament Fishing Umbrella Funding FY 2007 3 Event Sponsor shall furnish the County with a certificate evidencing the insurance required by this paragraph not later than twenty (20) days prior to the Event. Prior to commencement of work governed by this contract, Event Sponsor shall obtain General Liability Insurance. Coverage shall be maintained through out the life of the contract and include, as a minimum: * Premises Operations * Products and Completed Operations · Blanket contractual Liability * Personal Injury Liability · Expanded Definition of Property Damage The minimum limits acceptable shall be: · $1,000,000.00 combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: · $500,000.00 per person · $1,000,000.00 per Occurrence · $100,000.00 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions shall include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the Event. Recognizing that the work governed by this contract involves the sales and/or distribution of alcoholic beverages, the Contractor's General Liability Insurance policy shall include Liquor Liability with limits equal to those of the basic coverage. A separate Liquor Liability policy is acceptable if the coverage is not more restrictive than the Event Sponsor's General Liability policy. 14. Event Sponsor shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and Vendor, which approval shall be subject to such conditions and provisions as the Board may deem necessary. /;;~'~'N WITNESS WHEREOF" each party has cause9 tpis Agreement to be executed by its duly au~; representative, the / ~ day of ()c.::tN l-L-1 . 2006. " (S~J I"~':: ;.; - Board ot County Commissioners ...~rk of Monroe coUn~. Deputy Clerk Mayor/Chclirman (CORPORATE SEAL) Attest: Del Brown Invitational Permit Tournament By. Secretary &+ By f - , I Pres, ent A ( I I \ I ( . ~~t-\\ \ i" , \'0....,/' / I I \' i i i { Print Name . , , .\ i '~~ f " , Print Name OR 4 ,.ION ROE COUNTY ATTORNEY APPR ED AS TO FORM: 7L ' . /l,.. ' , '.2../\..L. .~.()C~ SU& N M, GRIMSl \SSISTAfJT COUNTY ATTnRl\lCV Del Brown Invitational Permit Tournament Fishing Umbrella Funding FY 2007 (1) Witness Print Name (2) Witness Print Name Del Brown Invitational Permit Tournament Fishing Umbrella Funding FY 2007 5 DAY 1 DAY 2 DAY 3 CAY 4 Exhibit A FLORIDA KEYS FISHING TOURNAMENTS, INC., TOURNAMENT SCHEDULE OF EVENTS FISCAL YEAR 2007-2007 Del Brown Invitational Permit Tournament PRINT TOURNAMENT NAME AM LINES IN WATER PM LINES OUT OF WATER PM EVENING EVENT PM WEIGH-IN OVER 6 : 10 PM OTHER EVENT Captain's Meeting 8 AM LINES IN WATER 4 PM LINES OUT WATER PM EVENING EVENT 4 5:30 PM WEIGH-IN OVER 6 7 AM OTHER EVENT BREAKFAST 8 AM LINES IN WATER 4 PM LINES OUT WATER PM EVENING EVENT 4 5:30 PM WEIGH-IN OVER 6 7 AM OTHER EVENT Breakfast 8 AM LINES IN WATER 4 PM LINES OUT WATER 5: 30: 6 PM EVENING EVENT Angler's Meeting 4 5:30 PM ~EIGH-IN OVER 6 7 fu~ OTHER EVENT Breakfdst Exhibit B :'LOR:::8A :<i::YS F:::SH::::\G:'O;:;?:,A..'<lS:\'::'S, :::NC. 3~0G2T 3~2AK~C~~ CC~022~ :, 2CC6 70 SE?~2~BER 30, 2CC7 Del Brown Permit Tournament TOC'RKFu"lENT NFu'1E July 17 - 20, 2007 TOURNAMENT DATE uIRECT V~IL & POSTAGE $ BROCHURES, POSTERS, PROGRAMS, PATCHES $100.00 TROPHIES $ PHOTO PROGRAM $ MEDIA ADVERTISING $ T-SHIRTS, CAPS, JACKETS $750.00 *GENERAL NON-ALLOCATED $150.00 ----------- $1000.00 *GENERAL NON-ALLOCATED IS NOT TO EXCEED 15% OF THE TOURNAMENTS TOTAL BuDGET. *TOURNfu'1ENTS CAN KOT EXCEED MCRE TEAN 30% CF THE iCTA: 2~CGET :::N TROPHY :INi:: ITi::M EXCi::PT NHi::N TC:;ti:NAXEr,TS Gi::':' S?2CIA:: J'..???C'/A1 :'RCr,r ?KF':', :::NC. fUr nORIDA KrYS & KrY wrST MoNRof COUNTY TOURIST omLDPMfNT COUNCIl Come as you are~ fUr nORIDA KrYS & KrY wrST MoNRof COUNTY TOURIST OfVUoPMfNT COUNCIl Come as you are~ fUr nORIDA KrYS & KrY wrST MoNRof COUNTY TOURIST OfVUoPMfNT COUNCIl Come as you are~ fUr nORIDAKrYS&KrYwrST MoNRof COUNTY TOURIST OfVUoPMDlT COUNCIl Come as you are<8 fUr nORIDA KrYS & KrY wrST MoNROf COUNTY TOURIST OfVUoPMfNT COUNCIl Come as you are3 fUr nORIDA KrYS & KrY wrST MoNRof COUNTY TOURIST Oml.OPMfNT COUNCIl Come as you are<!l fUr [LORIDA Km & KrY wrsr fUr [LORIDA Km & KrY wrsr fUr [LORIDA Km & KrY wrsr MONROf COUNTY TOURIST OfYfLOPMfNT COUNCIL MONROf COUNTY TOURIST OfYf!OPMfNT COUNCIL MONROf (DUNTY TOURIST OfYfLOPMfNT COUNCIL Come as you are<8 Come as you are<!l Come as you are<!l fUr [LORIDA Km & KrY wrsr fUr nORIDA Km & KrY wrsr fUr [LORIDA Km & KrY wrsr MONROf COUNTY TOURIST OfYUOPMfNT COUNCIL MONROf COUNTY TOURIST OfYfLOPMfNT COUNCIL MONROf COUNTY TOURIST OfYfLOPMfNT COUNCIL Come as you are<8 Come as you aretl!l Come as you aretl!l TU[ fWRIDA Km & KfY wm TU[ fWRIDA Km & KfY wm TU[ fWRIDA Km & KfY wm MONROf COUNTY TOURIST DfYHOPMfNT COUNCIl MONROf COUNTY TOURIST DfYHOPMfNT COUNCIl MONROf COUNTY TOURIST DffilOPMfNT COUNCIl Come as you are@ Come as you are@ Come as you are@ TU[ fWRIDA Km & KfY wm TU[ fWRIDA Km & KfY wm TU[ fWRIDA Km &KfY wm MONROf COUNTY TOURIST DfYHOPMfNT COUNCIl MONROf COUNTY TOURIST DfVHOPMfNT COUNCIl MONROf COUNTY TOURIST DfVfLOPMfNT COUNCIl Come as you are@ Come as you are@ Come as you are@ IlJIJlORIDA KrYS & KrY WfST MONRO[ COUNTY TOURIST D[VnOPM[NT COUNCIL Come as you are@ TUf flORIDA KfYS & KrY WfST MONRO[ COUNTY TOURIST D[VnOPM[NT COUNCIL Come as you are@ TUf flOR/DA KfYS & KfY WfST MONRO[ COUNTY TOURIST D[VnOPM[NT COUNCIL Come as you are@ TUf flORIDA KrYS & KfY WfST MONRO[ COUNTY TOURIST D[VnOPM[NT COUNCIL Come as you are@ MCTG-3125 New Loqo Slick L01 .'" ,... MONRO. COUNTY, ILORlDA .......,...Walv... 01 I..unace ReqaJre...tI It Is ~ dIIt cbI........ reqWl~ alplCiJW II.. Coay'. ~ltol.... ~ bit ..uwd.MMI~ ~ die ~ CiCIIMI'Id. CoUncton S. E!\'em Afmrohrneftt 'DEL b f2.c<....JrJ IN U (rl+(J ON ilL fer2.t1 (r Ttx.J Q..JJfH'1. (2Y\.T( Co.... for. StrvfC81 M\.... i!,t2.nWN IN IJ ( Ti\l1 ol\JAL f€'(2M rr /'O...J(( ~ &Jf .u.rn. etc.a..., ('JQ TDC All: Mbm. fto_ 3M-2H-UD ......WOlt:.YwnIt.. at. Jlrl,lAlloI.dGta .... fbr W...., ~ ft.vfa lD 11101..110.8 ft.. anhr....IllIm.-1 ~ to- ...... ....... WI8.... fer See A.......... SIpaGn tlC........~ (fl-',~-00 lUll M.u..ucr u.., Co..., A4J1........., AppMJ: AlPrln" Not Appr.ftd Dee.: ~ fIICOMtJ Coat........ ApJIeIlI: Annw" NOC Appnw. Meedai 0._ Ad....JlCndoe IJastncdoa M47".J BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: MARCH 21, 2007 Division: TDC :=.j Bulk Item: Yes ---K- No Department: Staff Contact PersonlPhone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval of Amendment to Agreement with Florida Keys Land and Sea Trust, Inc.to extend Agreement termination date to September 30,2007. ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: BOCC approved original Agreement at their meeting of October 19, 2005 BOCC approved Amendment to Agreement at their meeting of June 21, 2006 BOCC approved Amendment to Agreement at their meeting of December 20, 2006 CONTRACT/AGREEMENT CHANGES: Amendment to extend termination date STAFF RECOMMENDATIONS: Approval TOTAL COST: $300,000 BUDGETED: Yes X No COST TO COUNTY: $300,000 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes X No AMOUNT PER MONTH_ Year APPROVED BY: County Atty -2L OMB/Purchasing ~ Risk Management X DOCUMENT A TION: Included X Not Required_ DISPOSITION: AGENDA ITEM # Revised 11/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Florida Keys Land and Sea Contract # - Trust, Inc. Effective Date: 10/19/05 Expiration Date: 9/30/07 Contract Purpose/Description: Approval of an Amendment to extend Agreement with Florida Keys Land and Sea Trust, Inc. to September 30, 2007. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 3/21/07 Agenda Deadline 3/6/07 CONTRACT COSTS Total Dollar Value of Contract: $ 300,000 Budgeted? Yes~ No D Account Codes: Grant: $ County Match: $ Current Year Portion: $ 119-79040-530340- T69B-570- Y-530340 ADDITIONAL COSTS Estimated Ongoing Costs: $_/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) - - --- CONTRACT REVIEW Changes Pht~/~ Needed ~.~ i7wer / Division Director !i..7!f#!.' YesO NoEJ iT,.: L{~ Risk Manag~me'!{ a.:B<2) Y esO NO~ . ..~. v.( ~ 1:1'0' .!LJ... f n/ ~ ~ .-- O.K1.B./Purch'rtsing ~Ol YesD NOLld':=J-:- ~ County Attorney ?~ YesDNo~ S.Grimsley Date Out Comments: OMB Form Revised 2/27/01 Mep #2 THIS AMENDMtNT to agreement dated the day of 200.1. is enlered into by and between the Board of County Corn-Sioners for Monroe County. on behalf of the T OUl'ist De "'Iopment Council, and Florida Keys land and Sea Trust, 'nc. AMENDMENT C3RD AMENDMENn TO AGREEMENT WHtREAS, there Was a ""ntract entered into on October 19, 2005, Amended on June 21, 2006 and December 20, 2006 between the parties, awarding $300,000 10 Florida Keys Land and Sea Trust Inc. for lI1e Beautification and Enhancement, Phase lA and PIlese 1B at Museu,"s and Nature Center of Crane POim; and WHEREAS, the Florida Ke~ Land and Sea Trust, Inc. has experienCed d.la~ in obtaJnjng permits end encountered problems With incorrectly manufactured signs; and WHEREAS,the Florida Keys Land and Sea TIUS!. Inc. hes ""lueSled more time to complete the ""ntract; and NOW, THEREFORE, in considerotion of lhe mutual covenants conlained herein the parties agree to the amended agreement as follows: 1. The contract periOd as OUtlined in ParagraPh 11s extended from January 31, 2007 to Seplember 30. 2007. 2. Paragrapn 3. c. sha. read: Grantee must submit all docwnemation for fonal payment on or before the termination dale 01 this grant of Seplember 30, 2007. Invoices received after Septembor 30, 2007 will not b. considered for PaymenL 3. The remaining provisions of lI1e contract daled October 19, 2005 and amended June 26, 2006 and December .20, 2006 remain in full force and effect. iN WITNESS WHEREOF, !he parti.. ha"" selllleir hands and seal on the day and year nOlI above written. (SEAL) Attest.: Danny L. Kolhage. Cleric Board of County CornmjsSiOners af Monroe County Deputy Clerk Mayor/Chairman (CORPORATE SeAl) Attest; By. Secretary Pr,.rdent / C/1rj/t(L G~E/V J5o~ ~rfn' Name - f)rint Name OR TWO WITNESSES (1L (1) Print Name (.2) (2)_ PrInt Name - Aml!odmcll! #3 Florid;! KL:ys Land & Sea Tl"\lst Phase IA and IB t-eb 02 07 04:15p p.2 FLORIDA KEYS ~. . =~_ I I c-~ lA~D & SEA TRUST Crane Point February 2, 2007 Monroe County Tourist Development Council District III Advisory Committee 1201 White Street, Suite 102 Key West, FL 33040 Dear Members of the District In Advisory Committee: The Florida Keys Land and Sea Trust asks for an extension of the completion deadline to September 30,2007 for our $300,000 Beautification and Enhancement contract. We have made tremendous progress towards the completion of the contract but due to matters beyond our control, two specific portions of the contract have been delayed. Specifically, we have discovered that in order to place our new banner pole signs along the U.S. 1 right of way adjacent to our property we must acquire the right of way rather than obtain a permit from the Department of Transportation. Fortunately, we had begun the lengthy process in 2005 in our interest to beautifY the area and thus it appears that the sale is eminent. Due however to the complexities of a property sale with the State of Florida of this nature, we need the extra time to ensure that the transaction with the state is completed and the signage instaHed. The second reason for our request involves our dissatisfaction with several aspects of the various signs being constructed for placement throughout our property. We have sent back signs that were deemed unacceptable and although we are at present set to install the signs beginning the later part of this month, history has demonstrated that unforeseen problems could still arise when working with several manufacturer's located far from our coun!}.. The additional time will allow us to address any challenges we may encOlmter should any of the signs be incorrectly manufactured. Thank you for considering our request and for all your help as we reach the conclusion of this proj eet. P.G. Box 500536.5550 Overseas Highway. Marathon, Florida 33050-0t;1ti AMEND".~NT (Znd AMt:NUMt:N I J I U AuKt:"-t:....~ THIS AMENDMENT to agreement dated the d-..6 day ofOece~ 2006, Is entered into by and between the Board of County Commissioners for Monroe County, on behalf of the Tourist Development Council, and Florida Keys land and Sea Trust, Inc. WHEREAS, there was a contract entered into on October 19. 2005, and Amended on June 21,2006 between the parties. awarding $300,000 to Florida Keys land and Sea Trust, Inc_ for the Beautification and Enhancement. Phase 1A and Phase 1 B at Museums and Nature Center of Crane Point; and WHEREAS. Exhibit A needs to be revised to reflect a change to the cost allocation for each segment of the project; NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. Exhibit A of the Agreement dated October 19,2005 and Amended on June 21,2006 shall be revised, and attached hereto. 2. The remaining provisions of the contract dated October 19, 2005 and-amended June 21,2006 remain in full force and effect. IN WITNESS WHEREOF. the parties have set their hands and seal on the day and year first above written. (SEAL) Attest: Danny L. Kolhage, Clerk Board of County Commissioners of Monroe County ~~ c.. ~~~ Deputy Clerk ~~O;~ Mayor/Chainnan J (CORPORATE SEAL) Attest: Florida Keys Land and Sea Trust, Inc. By. Secretary By \ \ '/ i/. " Pre~ctent .. Print Name ::!vI) C /iL i..~' i /7 f Print Name OR TWO WITNESSES (1) (1 ) Print Name (2) (2) Print Name Amc:ndmcnl,,2 Florida Keys land & Seu TruM. Inc. FY 2006 Funding SUSAN M. 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U a .... u o I- ------------------------------------------- ~:j :::J:t: -+- C Q) E 0) ,Q) IV) '-- 01 '--I '.L e o :+= 'C () V> (]) o --------------------------------------------------.---------------------------- 000 0 0 1..()01..() 0 0 ~C?~ q -..0 O"-"'<t ~ N tA- tA- N -..0 tA- tA- - Vl . . 0 "0 u - 0 0 .... - "C 0 c: l- e - ~ (]) > :+= o Z - - -+- o 0- o (9 (V) Vl (]) () e o .... +- e UJ * o Vl (]) ...0 .... ::> <{ 1: (]) (/) Q) 0 0 > I ~ 'C e _ o 0 J :+= -0 (]) ::> 0- 0) 0 E 0 -2 ~(])(9 e o"tno o E >-~ L1:* (/)- _Vleev> o 0)""0 (]) '- e <1>,- (]) e (]) :+= .l:: +-.... 0) e e+-O I- e .- (]) 0 ::> ,Q) I..() 0 Q) (9O-at:cx:::go .... - 0.- · · 0.-2 · -< Vl * e <{ (]) Vl o .l:: 0- J o u ,/) D +- e (]) E (]) 0) o e o ~ ,- c: ---' . AMENDMENT TO AGREEMENT THIS AMENDMENT to agreement is made and entered into this dl~ay of alA.... - 2006, between Monroe County (County) and Florida Keys Land and Sea Trust, ~antee). WHEREAS, a contract was entered into on October 19, 2005, between the parties, awarding $300,000.00 to Grantee for the project called Beautification and Enhancement, Phase 1 A and 1 B at Museums and Nature Center of Crane Point; and WHEREAS, it has become necessary due to delays caused by Hurricane Wilma, to extend the contract for an additional period of time to allow the Grantee time to complete the project; NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. The contract period as outlined in Paragraph 1 is extended from September 30,2006 to January 31,2007. 2. The remaining provisions of the contract dated October 19, 2005 shall remain in full force and effect. IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. Florida Keys Land and Sea Trust, Inc. 7:1:- Lv uX'-- Print Nam::t ~"e 1-. ;./.d'!t~1 Print Name (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA '~~' (~_..QJ'f?~' Deputy Clerk Florida Keys Land and Sea Trust Amendment # 1 aJI t, ; \ Mayor/Cha~~OE COUNTY ATTORNE APPROVED AS TO FORM: ~. . //. ", / M<.--2.<'~S ".~ . ~_._SL1. ~N_~. GRI LEY Grant Award AQreement This AGREEMENT dated the )q ~ay of Q+c bcr 2005, is entered into by and between the BOARD OF COUNTY COMMISSIONERS FOR MONROE COUNTY, hereinafter "County" or "GRANTOR," on behalf of the TOURIST DEVELOPMENT COUNCIL, hereinafter "TDC" and Florida Keys Land and Sea Trust, Inc., hereinafter "Grantee". WHEREAS, the third penny of Tourist Development Tax may be used to acquire, construct, extend, enlarge, remodel, repair or improve, convention centers, sports stadiums, sports arenas, coliseums, auditoriums, fishing piers, museums, zoological parks, nature centers and beaches which are publicly owned and operated or owned and operated by not-for-profit corporations, and WHEREAS, Grantee owns and contracts to a not-for-profit corporation for the operation of a museum/nature center open to the public; and WHEREAS, Grantee has applied for funding for the Beautification and Enhancement, Phase 1 A and 1 B project; and WHEREAS, the Grantor and TDC have determined that it is in the best interest of the County, for purposes of promoting tourism and preserving the heritage of the community, to construct, remodel and improve the property for use as a museum and nature center open to the public; NOW, THEREFORE, in consideration of the mutual covenants and payments contained herein, the Grantee and the Grantor have entered into this Agreement on the terms and conditions as set forth below. 1. GRANT AGREEMENT PERIOD. This Agreement is for the period of October 19, 2005 through to September 30, 2006. 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 7,12 and 13 below. 2. SCOPE OF AGREEMENT. The Grantee shall provide the following scope of services: Labor and materials as are necessary to complete Segment 1: Invasive Removal, Fence Replacement & Theatre Modifications; Segment 2: Intermediate Landscaping, Decorative Fencing, Initial Signage and Creature Feature Exhibit; Segment 3: Wayfinding, Trail Interpretive Signage, Project Management; Segment 4: Final Signage, Painting & Exhibit Enhancements; Segment 5: Final Landscaping and Design Management. Segment(s) of the work is/are more particularly described in EXhibit(s) A, detailing the work and the cost allocable to each segment, attached hereto and incorporated herein by reference. All work for which grant funds are to be expended must be completed by the stated termination date of September 30,2006 and all invoices pertaining to this project shall be submitted to the Finance Department of Monroe County no later than September 30, 2006 to be considered for payment. Florida Keys Land and Sea Trust FY 2006 a) There shall be a project manager to acknowledge receipt of goods or work performed. This Project Manager shall be Mr. Glen Boe, 318 Stirrup Key Blvd, Marathon, FL 33050 (Telephone: 305-289-0253/Fax: 305-289-0253/e-mail: Qlenboehome@aol.comj. Should there be a change in the project manager specified in the Grantee's application, a new project manager shall be designated and notice of the designation shall be provided to TDC/County. b) If, and to the extent that, Grantee contracts for any of the work funded under this Agreement to be performed or completed, Grantee shall give notice to County of the contractual relationship, provide County with a copy of any and all contracts and shall require the contractor(s) to comply with all the terms of this contract. Should grantee contract the work and then decrease the scope of work to be performed by a contractor, Grantee shall provide County with an amended contract executed by Grantee and its contractor. (i) A Grantee which is a governmental entity shall comply with the procurement regulations and policies to which it is subject, and shall provide Grantor documentation of the procurement requirements applicable to the project and compliance therewith. (ii) A Grantee which is a not-for-profit entity shall undergo procurement processes for those parts of the project to be contracted (not performed by the entity's employees), which shall, at a minimum, require the acquisition of two written quotes for work expected to be under $25,000 or a notarized statement as to why such written quotes were not feasible. For work expected to be $25,000 or more, a competitive bid process must be performed. County procurement policies and procedures may be used by the Grantee as a guideline. In the event that the monetary contractual process commenced prior to the effective date of this funding grant Agreement, and the guidelines above were not followed, Grantee shall submit with its reimbursement request a notarized statement which details the Grantee's procurement efforts to ensure the best service for the most economical price. Grantee shall provide Grantor detailed documentation of the procurement process used. c) Grantee shall exercise good internal controls to assure that the project as described in the funding application shall be completed on a timely basis within the proposed budget and shall provide to County any certifications, including those by the architect, engineer, contractor or an independent consultant if necessary, required to establish that materials which are purported to be applied to the project are in fact so applied. Further verification shall be required to show that equipment and other fixtures and personal property covered by this Agreement are delivered to and installed in the project site. When any permit is required by any governmental agency, copies of plans and other documents which are submitted to the applicable agency shall be submitted to the County Engineering Division to enable verification that the scope of services under this Agreement has been provided. 3. AMOUNT OF AGREEMENT AND PAYMENT. The Grantor shall provide an amount not to exceed $300,000 (Three Hundred Thousand Dollars) for materials and services used to construct, remodel and improve the property. Reimbursement request must show that Grantee has paid in full for materials and services relating to the 2 Florida Keys Land and Sea Trust segment prior to seeking the 50% (fifty percent) reimbursement from Grantor. Payment shall be 50% (fifty percent) reimbursement of the total cost of the segment, subject to the cap on expenditures for that segment as set forth in Exhibit A. Reimbursement can be sought after each segment of the Agreement is completed and signed by the Monroe County Engineering Department as outlined in 3.a. The Board of County Commissioners and the Tourist Development Council assume 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 the SDCC. a) Payment shall be made upon the completion of a specific segment as outlined in the Scope of Services and Exhibit A. Payment for expenditures permissible by law and County policies shall be made through reimbursement to Grantee upon presentation of Application for Payment Summa/}'- AlA Document G702 or similar certification as required below for governmental entities and not-for-profit entities, invoices, canceled checks and other documentation necessa/}' to support a claim for reimbursement Payment is a 50% (fifty percent) reimbursement of the total cost of each segment of the project, subject to the cap on expenditures for that segment as set forth in Exhibit A. Reimbursement can be sought after each segment of the Agreement is completed and signed by the Monroe County Engineering Department as outlined in 3.a. Included in said documentation shall be proof that the Grantee has received the property, realty or personalty, for each segment of Agreement as outlined in Exhibit A and paid an amount equal to or greater than the amount invoiced to the Grantor. " shall be necessa/}' for the Grantee to contact the County Engineering Division and to arrange for inspections upon the completion of each segment The documentation needed to support the payment request shall be in the form necessary for submission and available to the County engineer at the time of inspection. All submissions for payment shall have a proposed schedule of values for segment(s) and indicate the percentage of completion of the overall project as of the submission. This document should be signed by the project architect, engineer, general contractor or project manager. Photos of the progress of the work shall also be submitted with the payment application. "shall be the responsibility of the project architect, engineer, general contractor or project manager to initiate the communication with the Monroe County Engineering Division to facilitate the inspection(s) of the segment of the project All submissions requesting payment shall be approved in writing, and signed, by the Monroe County Engineering Division as to the completion of the segment of the project for which payment is requested. The application for payment document must be certified through a statement signed by an officer of the organization and notarized, declaring that representations in the invoice are true and factual. Grantee shall also provide partial releases of liens or certifications of non-lien if applicable. Grantor shall retain 10% of any payment on work in progress until the Grantee has provided a Final Release of Lien for each vendor/Contractor for whom payment is requested. For projects exceeding $25,000 in TDC funding under this Agreement, final payment will not be made until the fOllowing documents are complete and submitted to the Grantor: AlA Document AlA Document AlA Document G-702 Application for Payment Summary G-704 Certificate of Substantial Completion G-706 Contractor's Affidavit of Debts & Claims 3 Florida Keys Land and Sea Trust AlA Document G-706A Contractor's Affidavit of Release of Liens AlA Document G-707 Consent of Surety to Final Payment (when applicable) Final Release of Lien or Affidavit and Partial Release of Lien For projects for which TDC funding under this Agreement is $25,000 or less, the AlA documentation is not required, but sufficient documentation must be submitted to County to provide similar assurances that the work has been completed and contractors/suppliers paid. All payment requests must be submitted no later than the completion of project of September 30, 2006. Invoices received after September 30, 2006 will not be considered for payment. b) Documentation shall be submitted to the TDC Administrative Office to show the receipt and application of in-kind donations of goods, professional services, and materials. Said documentation should include invoices, bills of lading, etc., and be verified as received and applied to the project through a notarized statement of the project architect, engineer, general contractor or project manager. The receipt and application to the project of volunteer labor are to be documented and verified by notarized signature of the project architect, engineer, general contractor or project manager, and said documentation submitted to the TDC Administrative Office. All submissions shaIJ identify the items included in Exhibit A and grantee shall complete the Application for Payment form which is provided within the payment/reimbursement kit provided to the grantee, listing the schedule of values which are sought to be reimbursed and shall indicate the percentage of completion of the overall project as of the submission. This document should be signed by the project architect, engineer, general contractor or project manager. Photographs showing progress on project shall be included in any payment request The Project Manager shall certify delivery to the project site and installation therein of any goods or services provided other than through an architect, engineer or contractor. All work performed and goods received on site and incorporated into the project shall be verified by one of the foregoing. c) Grantee must submit all documentation for final payment on or before the termination date of this grant of September 30, 2006. Invoices received after September 30, 2006 will not be considered for payment. d) At any time that the documentation requirement policies of Monroe County are revised, such as to require annual inventory reports for equipment purchased under a TDC capital project grant, Grantee shall comply thereafter with such increased requirements, or further funding under the Agreement may be terminated by County. e) Upon successful completion of this Grant Agreement, the Grantee may retain ownership of the real and personal property acquired and/or improved with funding under this Grant Agreement However, the Grantee shall maintain, preserve and operate the property which was acquired or improved under this Agreement for the uses and purposes which qualified the Grantee for tourist development tax funding. Grantee shall complete and sign a Property Reporting Form (provided within 4 Florida Keys Land and Sea Trust paymenVreimbursement package) for personal property and forward said completed form with the appropriate invoice to the TDC Administrative Office. Real property acquired or improved through funding under this Agreement shall remain dedicated for the purposes set forth herein or for other purposes which promote tourism and ownership of said property shall be retained by the Grantee. The following terms shall apply: (i) The Grantee shall have the use of the property, including both realty and personalty acquired with funding under this agreement, at the project site for so long as the facility is operated by Grantee, open to the public, and has a primary purpose of promoting tourism. At such time as any of the conditions in the preceding sentence shall cease to exist, the Grantee shall transfer ownership and POssession of equipment and personal property to a local government or another not-for-profit organization which is a facility for which tourist development taxes may be used pursuant to Florida Statute with prior approval from TOC and SOCC. (ii) At any time that the Grantee: (a) elects to stop the project or otherwise decide not to place into service for tourist-related purposes the facility acquired, constructed, or renovated with tourist development tax funding, (b) demolishes the project facility or divests itself of ownership or possession of the real property, or (c) ceases the use of the property with a primary purpose of promoting tourism, Grantee shall, pursuant to the formula set forth hereafter, refund to the County the Tourist Development funding. This provision shall survive the termination date of all other provisions of this contract for a period of ten years. Should the demolition, transfer of ownership, or change to a non-tourist related purpose occur after the facility has been used for tourist-related purposes for at least three (3) years, the amount of refund shall be pro-rated based on a useful life of ten (10) years. (iii) The Grantee is responsible for the implementation of adequate maintenance procedures to keep the real and personal property in good operating condition. (iv) The Grantee is responsible for any loss, damage, or theft of, and any loss, damage or injury caused by the use of, real or personal property or equipment purchased through funding under this Agreement. 4. RECORDS AND REPORTS. The Grantee shall keep such records as are necessary to document the perfonnance of the Agreement and expenses as incurred, and give access to these records at the request of the TDC, the County, the State of Florida or authorized agents and representatives of said government bodies. The Grantee shall also provide such access to the personal property and equipment purchased under this Agreement. It is the responsibility of the Grantee to maintain appropriate records in accordance with generally accepted accounting principles consistently applied to insure a proper accounting of all funds and expenditures. The Grantee 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. In the event of an audit exception, the current fiscal year grant award or subsequent grant awards will be offset by the amount of the audit exception. In the event the grant is not renewed or supplemented in future years, the Grantee will be billed by the Grantor for the amount of the audit exception and shall promptly repay any audit exception. Florida Keys Land and Sea Trust 5 (a) Public Access. The County and Grantee 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 Grantee in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Grantee. 5. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the terms of this Agreement shall be only amended in writing and approved by the Board of County Commissioners for Monroe County. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Grantee and their respective legal representatives, successors, and assigns. 6. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the Grantee is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this Agreement shall be construed as to find the Grantee 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 rtghts, privileges or benefits of employees of Monroe County. (a) 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. 7. COMPLIANCE WITH LAW. In carrying out its obligations under this Agreement, the Grantee shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating 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 Grantor to terminate this Agreement immediately upon delivery of written notice of termination to the Grantee. 8. RESTRICTIONS ON AGREEMENTS ENTERED PURSUANT TO THIS AGREEMENT. The Grantee shall include in all Agreements funded under this Agreement the following terms: a) Anti-discrtmination. Contractor agrees that they will not discriminate against any employees or applicants for employment or against persons for any other benefit or seNice under this Agreement because of their race, color, religion, sex, nationalorigin, 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, 6 Aorida Keys Land and Sea Trust 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, discove/y 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 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 the insurance of the carriers showing that the aforesaid insurance policy is in effect The following coverage's shall be provided: 1. Workers Compensation insurance as required by Florida Statutes. 2. Commercial General Liability Insurance with minimum limits of $500,000 per Occurrence for bodily injury, personal injury and property damage. 3. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single limit per Occurrence. The Contractor, the County and the TDC shall be named as additional insured, exempt 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 coverage's are in effect. 7 Florida Keys Land and Sea Trust 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 TOC, the County, the State of Florida or authorized agents and representatives of said government bodies. 9. HOLD HARMLESS/INDEMNIFICATION. The Grantee hereby agrees to indemnify and hold hannless the BOCC/TDC 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 arising directly or indirectly under this Agreement The Grantee shall immediately give notice to the Grantor of any suit, claim or action made against the Grantor that is related to the activity under this Agreement, and will cooperate with the Grantor in the investigation arising as a resull of any suit, action or claim related to this Agreement. (a) Non-Waiver of Immunity. Notwithstanding he provisions of Sec. 286.28, Florida Statutes, the participation of the County and the Grantee 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. t O. NONDISCRIMINATION. County and Grantee agree that there will be no discrimination against any person, and it is expressly understood that upon a detennination 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. County or Grantee agree 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 8 Florida Keys Land and Sea Trust 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 Agreement. 11. ANTI-KICKBACK. The Grantee 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 or TDC has any interest, financially or otherwise, in the said funded project, except for general membership. For breach or violation of this warranty, the Grantor 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. 12. TERMINATION. This Agreement shall terminate on September 30, 2006. 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 Grantee. The Grantor may terminate this Agreement without cause upon giving written notice of termination to Applicant. The Grantor shall not be obligated to pay for any services or goods provided by Grantee after Grantee has received written notice of termination. 13. TERMINATION FOR BREACH. The Grantor 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 Grantee shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Grantor from declaring a forfeiture for any succeeding breach either of the same conditions or of any other conditions. Failure to provide Grantor with certification of use of matching funds or matching in-kind services at or above the rate of request for reimbursement or payment by is a breach of Agreement, for which the Grantor may terminate this Agreement upon giving written notification of termination. Florida Keys Land and Sea Trust 9 14. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement of the parties hereto with respect to the Subject matter hereof and supersedes any and all prior Agreements with respect to such subject matter between the Grantee and the Grantor. 15. 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. (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 Grantee agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. (b) Mediation. The County and Grantee agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. (c) Severability. 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 Grantee 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. (d) Attorney's Fees and Costs. The County and Grantee 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. Mediation proceedings initiated and COnducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customal)l procedures required by the circuit court of Monroe County. (e) Adjudication of Disputes or Disagreements. County and Grantee 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. Florida Keys Land and Sea Trust 10 (f) 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 Grantee 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 seNices under this Agreement. County and Grantee specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 16. ETHICS CLAUSE: Grantee warrants that he 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 Grantor 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 Grantee 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 Grantee 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 Grantee 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. 17. 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 seNices 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 Florida Keys Land and Sea Trust II CA TEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 18. AUTHORITY: Grantee 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 Grantee below certifies and warrants that the Grantee'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 Grantee, and this Agreement has been approved by the Board of Directors of Grantee or other appropriate authority. 19. LICENSING AND PERMITS: Grantee 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. 20. INSURANCE: Grantee agrees that it maintains in force at its Own expense a liability insurance policy which will insure and indemnify the Grantee and the Grantor from any suits, claims or actions brought by any person or persons and from all costs and expenses of litigation brought against the Grantee for such injuries to persons or damage to property Occurring during the Agreement or thereafter that results from performance by Grantee of the obligations set forth in this Agreement. At all times during the term of this Agreement and for one year after acceptance of the project, Grantee shall maintain on file with the Grantor a certificate of the insurance of the carriers showing that the aforesaid insurance policy is in effect. The following coverage's shall be provided: 1. Workers Compensation insurance as required by Florida Statutes. 2. Commercial General Liability Insurance with minimum limits of $500,000 per Occurrence for bodily injury, personal injury and property damage. 3. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single limit per Occurrence. The Grantee, the Grantor and the TDC shall be named as additional insured, except workers compensation. The policies shall provide no less than 30 days notice of cancellation, non-renewal or reduction of coverage. Grantee shall provide, to the County, as satisfactory evidence of the required insurance, including the insurance policy application and either: · Original Certificate of Insurance or · Certified copy of the actual insurance policy Or Florida Keys Land and Sea Trust 12 · Certificate of Insurance e-mailed from Insurance Agent/Company to County Risk Management (Telephone Maria Slavik at 295-3178 for details) An original certificate or a certified copy of any or all Insurance policies required by this contract shall be filed with the Clerk of the BOCC prior to the contract being executed by the Clerks office. The Insurance POlicy must state that the Monroe County BOCC and Monroe County TOC Is the Certificate Holder and additional Insured for this contract. Insurance should be mailed to: Monroe County Board of County Commissioners C/O Risk Management P.O. Box 1026 Key West, FL 33041 21. NOTICE Any written notice to be given to either party under this Agreement or related hereto shall be addressed and delivered as follows: For Grantee: Glen Boe Florida Keys Land and Sea Trust, Inc. 318 Stirrup Key Blvd Marathon, FL 33050 For Grantor: Lynda Stuart Monroe County Tourist Development Council 1201 White Street, Suite 102 Key West, FL 33040 and Suzanne Hutton, Asst. County Attorney P.O. Box 1026 Key West, FL 33041-1026 22. 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. 23. 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 13 Florida Keys Land and Sea Trust delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 24. 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 hereunder, and the County and the Grantee agree that neither the County nor the Grantee or 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 to the community in general or for the purposes contemplated in this Agreement. 25. ATTESTATIONS. Grantee agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. 26. 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 27. FORCE MAJEURE The Grantee shall not be liable for delay in performance or failure to complete the project, in whole or in part, due to the OCcurrence of any contingency beyond its control or the control of its contractors and subcontractors, including war or act of war whether an actual declaration thereof is made or not, act of terrorism impacting travel in the United States, insurrection, riot or civil commotion, act of public enemy, epidemic, quarantine restriction, storm, flood, drought or other act of God, or act of nature (including presence of endangered animal species which cannot be timely removed in a safe manner or any act of any governmental authority which prohibits the project from proceeding as described in the scope of services and incorporated references and which the Grantee has exercised reasonable care in the prevention thereof. However, lack of planning for normal and expected weather conditions for the time of year the project is to be executed shall not constitute an act of God excusing a delay. Any delay or failure due to the causes stated shall not constitute a breach of the Agreement; however, the BOCC shall have the right to determine if there will be any reduction to the amount of funds due to the Grantee after consideration of all relevant facts and circumstances surrounding the delay in performance or failure to complete the project within the contract period. Upon demand of TOC or BOCC, the Grantee must furnish evidence of the causes of such delay or failure. BOCC shall not pay for any goods received or services provided after the daters) described in paragraph 1 and Scope of Services. 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. 14 Florida Keys Land and Sea Trust 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: DANNYl.KOLHAGE,ClERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: JJ", W {I .lUu l1~t.~ f Deputy Clerk By: {.4'A >n ~ Mayor/Chairman (SEAL) ATTEST: Florida Keys Land and Sea Trust, Inc. 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C o u if) D C o --I o C LL C o :;::: -.::: () C/) <D o . - - - - - - - - - - - - - - - - -- - - - -- - - - - - - -- - -- - - - - - - - - - - - - - - - - -- - - - - - - -- - - - -- - -- - - - - - - -- - - - - - - - - - - - - - - - - - - -- - - - - -- ~g2 0 0 0 l() 0 r-- Oc-0N ~- l() N...--...-- (/) (/) (/) (/) F'-.. in . . 0 :g U {2 0 -+- '0 0 c ..- e ~ <D > :;::: o z en <D () C o '- +- C W <( BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: MARCH 21, 2007 Division: TDC Bulk Item: Yes ---K- No Department: Staff Contact Person/Phone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval is requested to amend agreement with Marathon Chamber of Commerce to revise scope of services and compensation. ITEM BACKGROUND: TDC to approve same at their meeting of March 14, 2007 PREVIOUS RELEVANT BOCC ACTION: Original Agreement was approved by BOCC at their meeting of July 19, 2006. CONTRACT/AGREEMENT CHANGES: Amend to revise scope of services and compensation. ST AFF RECOMMENDATIONS: Approval TOTAL COST: $120,000 per year ($129,082 FY 2007) BUDGETED: Yes ~ No COST TO COUNTY: $120,000 per year ($129,082 FY 2007) SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes ---K- No AMOUNT PER MONTH Year APPROVED BY: County Atty -2L OMB/Purchasing ~ Risk Management X DOCUMENTATION: Incl uded X Not Required_ DISPOSITION: AGENDA ITEM # Revised 11/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Marathon Chamber of Contract # - Commerce Effective Date: 10/1/06 Expiration Date: 9/30/07 of Amendment Only Contract Purpose/Description: Approval is requested to amend agreement with Marathon Chamber of Commerce to revise scope of services and compensation. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext. ) (Department/Stop #) for BOCC meeting on 3/21/07 Agenda Deadline 3/6/07 CONTRACT COSTS Total Dollar Value of Contract: $ 129,082 Budgeted? Yes~ No D Account Codes: Grant: $ County Match: $ Current Year Portion: $ 119-79010-530340- T79V241X-530340 - --- ADDITIONAL COSTS Estimated Ongoing Costs: $~yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes ~ ~ Dflte fn Needed v.:. /J /J IJJ.-e i e Division Director ~1- YesDNoD ~:J ~ RiskManagl'men~, &-ciJ61 YeSDNO~rn St.~J2; " / t'Vj)' .~ ~ .-/ cr.M.B./Purchasing ~, lo,.YesD No~ _~ (..-- ~ County Attorney ~ YesD Noif S.Grimsley Date Out L'/...'1..c01 Comments: OMB Form Revised 2/27/01 Mep #2 AMENDMENT (1st AMENDMENT) TO AGREEMENT THIS AMENDMENT to agreement dated the dayof 2007, is entered into by and between Monroe County, Florida, a political subdivision of the state of Florida ("County"), and the Marathon Chamber of Commerce, a Florida non-profit corporation ("Provider"). WHEREAS, there was a contract entered into on July 19, 2006 between the parties, awarding $120,000 to Marathon Chamber of Commerce for Visitor Information Services; and WHEREAS, the District III Advisory Committee and Tourist Development Council recommend an addition to the scope of services in the Agreement and an increase in compensation for the scope of services for the period of February 15, 2007 through to September 30,2007; and NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. Paragraph 2 of the original Agreement shall be revised to add the following paragraph to the scope of services: Scope of Services for the months of February 15, 2007 through to September 30,2007: r. For the time period of February 15, 2007 to September 30, 2007, Provider shall have a chamber representative available to greet, assist and gather visitor profile data from those visitors arriving and departing on commercial airline carriers at the Florida Keys Marathon Airport. Representative shall be available to provide service seven (7) days a week (Sunday through Saturday); thirty minutes prior to planes arrival and one hour after arrival, and one hour prior to departure of planes; with the exception of arrivals or departures after 5:00 p.m. 2. Compensation addressed in paragraph a. below replaces paragraph 3.a of the original agreement: COMPENSATION: Compensation shall be paid, subject to availability of Tourist Development Tax Funds and approval as follows: a. The County shall pay to the Provider for services rendered the amount of $120,000.00 (One Hundred and Twenty Thousand Dollars) per year for scope of services outlined in paragraph 2 a through q. Compensation shall be reviewed prior to the option of two (2) year extension being exercised. Amount shall be paid in twelve equal (12) monthly payments per year pursuant to the Florida Local Government Prompt Payment Act upon receipt of a proper invoice. The County shall pay to the Provider for services rendered the amount of $9,082 (Nine Thousand and Eighty Two Dollars) for the time period of February 15, 2007 through to September 30, 2007 for scope of services outlined in paragraph 2 r. The amount of $500.00 (five hundred dollars) shall be paid for the month of February 2007 and an amount of $1,226.00 (one thousand, two hundred and twenty six dollars) shall be paid in seven equal (7) monthly payments for the period of March 1, Amendment # I Marathon Chamber of Commerce 2007 through to September 30, 2007 pursuant to the Florida Local Government Prompt Payment Act upon receipt of a proper invoice. The payment shall occur after TDC's administrative office verifies and certifies that the requirements and data as set forth within the agreement entered into by and between Provider and the County have been fully performed. Payment under this agreement is contingent upon annual appropriation by the County. 3. In the event commercial airline service ceases to be provided to and from the Marathon Airport, the services provided in Paragraph 2r shall cease and the compensation for those services shall be terminated. If such services are terminated, the Provider shall be compensated for any portion of a month for which services were rendered on a pro rata basis. 4. The remaining provisions of the contract dated July 19, 2006 remain in full force and effect. IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. (SEAL) Attest: Danny L. Kolhage, Clerk Board of County Commissioners of Monroe County Deputy Clerk Mayor/Chairman (CORPORATE SEAL) Attest: Marathon Chamber of Commerce Secretary By &-1ftJ-G ~~ President ~-t?~CI(C ~ ~f}.J~) J Print Name By. Print Name OR TWO WITNESSES (1 ) (1 ) (2) (2) Print Name Print Name Amendment # I Marathon Chamber of Commerce MONROE COUNTY ATTORNEY APPROVED AS TO FORM: j ~. (l '", '< ~ ~~~AN ~~G~~S~C~ ASSISTANT COUNTY ATTORNEY Date ~ - /1 -c' 7 AGREEMENT FOR VISITOR INFORMATION SERVICES THIS AGREEMENT ("Agreement") is entered into this /1"'- dayof;[, J!__ , 2006, by and between Monroe County, Florida, a political subd~Of the state of Florida ("County"), and the Marathon Chamber of Commerce, a Florida non-profit corporation ("Provider"). WITNESSETH: WHEREAS, Provider is uniquely qualified to provide Visitor Information Services ("VIS") to answer potential visitor inquiries and to promote tourism; and WHEREAS, Provider has been furnishing Visitor Information Services to County for thirteen years; and WHEREAS, County and Provider currently have a contractual arrangement for services through September 30, 2006; and WHEREAS, the Tourist Development Council ("TOC"), an advisory board to County's Soard of County Commissioners ("SOCC") has recommended to County that a new contract for Visitor Information Services be entered into with Provider; and WHEREAS, County desires to enter into this Agreement for Visitor Information Services with Provider; NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: 1. TERM: The term of this Agreement is for a period of three years beginning October 1, 2006 and expiring on September 30, 2009. The Agreement may be extended for a period of two years by agreement of the parties. 2. SCOPE OF SERVICES: The Provider shall, pursuant to this Agreement, provide Visitor Information Services as described herein: a. The Provider shall respond to all telephone inquires from generic and district toll free number(s), and from its (305) line(s) with information about the Florida Keys and any specified district destination. b. The Provider shall retrieve and record all information from callers or e-mail inquiries resulting in mail fulfillment required by the VIS software program, which includes the name, address and zip code of the caller. The Provider shall request all callers and e- mail inquirers complete the TOC Visitor Inquiry Survey. Provider shall verbally survey consenting callers on a list of questions provided by the TOC and shall record the visitor responses in the VIS software, according to Exhibit A attached hereto. The TOC Marathon Chamber of Commerce 2006 may request that Provider refer e-mail inquiries to a web survey in its return correspondence via web link provided by the TOC. c. Provider shall respond to all e-mail (Internet) inquiries for fulfillment requests and interact with potential visitors requests for destination information. d. Provider shall give the TOC official website address www.fla-keys.com as the first response for destination web site information and shall introduce the official TOC website to all caller and e-mail inquiries as a source for further information on the destination. This provision shall not preclude provider from introducing its own web site as a secondary source of information. e. Provider shall respond to all telephone and Internet inquiries for the benefit of Monroe County as a whole and not for the benefit of Provider or its members. Provider shall not discriminate between chamber and non-chamber members in its responses where generic/district materials are provided by the TOC to Provider. f. Provider may make referrals to lodging accommodations; however, it shall do so only pursuant to a system that provides fair and equitable distribution of referrals to all entities in Provider's district which collect and remit to the County the tourist development tax, with no preferential treatment for any entity having a business relationship with the referral service of Provider. Further, such referral service system shall require the referral service Provider, for itself and any sub-contractor, whether the Chamber of Commerce or a contractor thereof, to have and maintain the following: (i) a binding agreement to hold harmless and indemnify the County from any claims of liability, loses and causes of action which may arise out of or as a result of the referrals; (ii) general liability insurance with a minimum of $1 million coverage which includes Monroe County as a named insured; and (iii) a written policy outlining the system the Provider utilizes to ensure fair and equitable distribution of referrals. The policy shall be provided to County upon request. g. All visitor-related collateral requests shall be entered into the TOC VIS system on a daily basis by Provider to be downloaded by the TOC. Provider may produce collateral material for its district and provide mail fulfillment of said material internally or by subcontract. This provision shall not preclude the Provider from downloading visitor data entered by Provider into the TOC VIS system to create or maintain visitor mailing lists. h. Provider is prohibited from distributing visitor name and address information recorded from visitor collateral requests to third parties without the express verbal or written consent of the visitors. Provider shall provide to the TOC administrative office a distribution list of those parties receiving visitor names and addresses with the monthly reimbursement request. Provider shall at all times comply with the Telecommunications Act, relevant Postal Regulations or other regulations regarding Marathon Cham her of Commerce 2006 2 third party mail distribution. The TDC VIS software program will provide a recording mechanism which Provider may use to designate visitors who have affirmatively indicated a desire to receive collateral material from a third party. The Provider shall have and maintain a binding agreement to hold harmless and indemnify the County from any claims of liability, identity theft, bodily harm, loss of life, losses and causes of action which may arise out of or as a result of the distribution of visitor information by the Provider to a third party. This provision shall not preclude the distribution of district collateral material by a firm subcontracted by the Provider as outlined in paragraph 2.h. of this contract. i. The provider shall provide live telephone and Internet service, the minimum of which shall be as follows: 9:00 a.m. to 5:00 p.m. Monday to Sunday. The Provider may be closed on New Year's Day, Easter Sunday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Even and Christmas Day. Sub-contracted live operator(s), voicemail, answering machine or similar procedures will be provided to capture required information during off hour operation. j. The Provider shall provide Visitor Information Services to visitors walking into the facility during the regular working hours of 9:00 a.m. to 5:00 p.m. Monday to Sunday. The Provider may be closed on New Year's Day, Easter Sunday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Even and Christmas Day. k. Provider may cease fulfillment of service minimum as outlined in items i and j in this contract following an official ordered evacuation of Monroe County residents in its district without penalty or loss of compensation by the County. Further, in the event of a tropical storm warning or hurricane warning to Monroe County, Provider may at its discretion adjust its hours of operation to ensure the safety of its staff and facility without penalty or loss of compensation by the County. In the event of closure due to weather events as outlined above, Provider shall not be required to resume contractual service minimum until such a time as: i. tropical storm and/or hurricane warnings for its district have been lifted ii. resident evacuation orders for its district have been lifted iii. Provider has determined its facility has adequate resources (such as power) and is by its determination sufficiently safe to resume its operations. Subcontracted live operator(s), voicemail, answering machine or similar procedures shall be furnished by Provider to capture required information in the event of unforeseen and unscheduled closing of its operations. This procedure shall be able to function independent of primary power to operation location for a minimum of 60 hours. Providers who are able to remain operational when weather events force closure of other providers shall upon request service calls re-routed by TDC. Marathon Chamber of Commerce 2006 3 l. The Provider shall provide fast Internet access to the TDC web site and TDe VIS software web application for all staff members fulfilling Visitor Information Service program requirements as outlined in this contract. The Provider shall be responsible for the provision and proper maintenance of computer equipment and Internet connections utilized by the staff members to access the Internet in fulfillment of Visitor Information Services requirements. The TDC shall be responsible for the provision and proper maintenance of the VIS software. m. The Visitor Information Service program is subject to review and periodic change by the Monroe County Tourist Development Council. Any significant change resulting in substantial costs and/or time in the scope of services requires the written and signed consent of both parties as an amendment to this Agreement. n. The toll-free numbered telephone lines for which the tourist development tax pays shall be used only for tourism-related business purposes. o. County shall provide the toll-free number phone lines and routing services to handle the required by this Agreement. p. County shall provide e-mail access from the TDC website directly to the Chambers of Commerce. q. Provider shall distribute to all Chambers of Commerce in Monroe County and to the TDC, at a mutually agreed upon time and frequency, a list of the most frequently asked questions by visitors about its district and the recommended tourism operator responses. The TDC may also furnish to the Provider a list of visitors' frequent generic destination questions and the recommended tourism operator responses. (See EXHIBIT B for an example list) Provider is required to review any such documents that are received from other Providers or from the TDC. Provider shall disseminate the information to staff for training purposes. 3. COMPENSATION: Compensation shall be paid, subject to availability of Tourist Development Tax Funds and approval as follows: a. The County shall pay to the Provider for services rendered the amount of $120,000.00 (One Hundred and Twenty Thousand Dollars) per year. Compensation shall be reviewed prior to the option of two (2) year extension being exercised. Amount shall be paid in twelve equal (12) monthly payments per year pursuant to the Florida Local Government Prompt Payment Act upon receipt of a proper invoice. The payment shall occur after TDC's administrative office verifies and certifies that the requirements and data as set forth within the agreement entered into by and between Provider and the County have been fully performed. Payment under this agreement is contingent upon annual appropriation by the County. b. If the option to extend the contract for an additional two years is exercised by the parties, the annual contract amount may be adjusted in accordance with the \;1urathon Chamber of Commerce 2006 4 percentage change in the Consumer Price Index (CPI) for Wage Earners and Clerical Workers in the Miami, Florida area, from January through December 31 of the previous year. c. Periodic monitoring efforts shall be conducted by the TDC for the purposes of system review and compliance of agreement requirements. Monroe County's performance and obligation to pay under this contract, is contingent upon an annual appropriation by the SOCC. 4. INDEMNIFICATION: Except as allowed by law, and subject to the provisions of Florida Statute Section 768.28, County shall indemnify and hold Provider harmless from any suits, claims, damages, costs, or expenses arising in connection with furnishing false, defamatory, or otherwise objectionable advertising material, including material which invades the privacy of individuals, which advertising material has been suggested, ordered or approved by TDC. Provider covenants and agrees to indemnify and hold harmless Monroe County Soard of County Commissioners from any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of seNices provided or not provided by Provider or any of its Subcontractor(s) in any tier, occasioned by the negligence, errors, or other wrongful act of omission of the Provider or its Subcontractors in any tier, their employees, or agents. In the event that the seNice is delayed or suspended as a result of the Provider's failure to purchase or maintain the required insurance, the Provider shall indemnify the County from any and all increased expenses or lost revenue resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the Provider is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. The provisions of this section shall sUNive the expiration or earlier termination of this agreement. 5. APPROVAL AND CHANGES: The TDC shall have the sole and exclusive right to approve or reject changes to the software program, format of questions required to be asked of callers, and other program requirements of the Visitor Information System, in which case the TDC's directions shall be immediately implemented. Periodic monitoring efforts shall be conducted by the TDC for the purposes of system review with feedback to Provider to encourage improvement in the quality of seNice in conjunction with modifications to established standards and training tools made available by TDC to the Provider. 6. RECORDS - ACCESS AND AUDITS: Separate and apart from the Provider's normal business records, the Provider shall maintain books, records and documents concerning the contracted seNices. These records shall be maintained in compliance with generally accepted accounting principles and such records must remain available for at least five (5) years after completion of this Contract. The Provider shall provide TDC/County access to any of the books, records or documents concerning the contracted seNices during regular business hours, upon reasonable notice. In the event such inspection by ~1arathon Chambcr of Commcrcc 2006 5 TOC/County reveals a substantial failure on the part of the Provider to carry out the contracted services, the TOC/County shall make a written demand upon the Provider to repay a reasonable amount of the funds received by the Provider for the unfulfilled contracted services. The TOC/County and Provider agree to attempt to resolve such exceptions/repayments in good faith. In addition, these records are subject to disclosure pursuant to Chapter 119 of the Florida Statutes. Provider shall cooperate with County in furnishing these records if requested. 7. TERMINA TION: Either party shall have the right to cancel this Agreement at its sole discretion with or without cause upon one hundred and twenty (120) days prior written notice to the other party. Upon any termination including the natural termination of this Agreement, Provider shall deliver to the County all papers, software, equipment and other material related to the work performed under this contract. 8. DISCLOSURE OF INTERESTS: The Provider agrees that it has provided to the County prior to the execution of this Agreement written disclosure of any existing financial interest in the business of its suppliers or Provider's subcontractor's utilized in fulfillment of this Agreement, and shall disclose said interests as they may arise from time to time. The Provider shall be required to list any or all potential conflicts or interest, as defined by Florida Statutes Chapter 112 and Monroe County Code and shall disclose to the County and TOC all actual or proposed conflicts of interest, financial or otherwise, direct or indirect, involving any client's interest which may conflict with the interest of the County and TOC. 9. LAWS AND REGULATIONS: Provider shall comply fully with all Local, State and Federal laws and regulations, including state and local licensing laws and ordinances. 10. TAXES: The County and TOC are exempt from Federal Excise and State of Florida Sales Tax. The County is not responsible for any taxes incurred by Provider. 11. FINANCE CHARGES: The County and TOC will not be responsible for any finance charges. 12. FORCE MAJEURE: Provider shall not be liable for delay in performance or failure to perform, in whole or in part, the services due to the occurrence of any contingency beyond its control or the control of any of its subcontractors or suppliers, including labor dispute, strike, labor shortage, war or act of war, whether an actual declaration thereof is made or not, insurrection, sabotage, riot or civil commotion, act of public enemy, epidemic, quarantine restriction, accident, fire, explosion, storm, flood, drought or other act of God, act of any governmental authority, jurisdictional action, or insufficient supply of fuel, electricity, or materials or supplies, or technical failure where Provider has exercised reasonable care in the prevention thereof, and any such delay or failure shall not constitute a breach of this Agreement. 13. ASSIGNMENT: The Provider shall not assign, transfer, convey, sublet or otherwise dispose of this contract, or of any or all of its rights, title or interest therein or information generated or collected in the performance of this agreement (other than Marathon Chamber of Commerce 2006 6 responses to public information requests from any person or entity whether in or out of state), without prior written consent of the County and TDC. 14. COMPLIANCE WITH LAWS-NONDISCRIMINATION: The Provider shall comply with all international, federal, state and local laws and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, age, or national origin in the performance of work under this Agreement. This Agreement shall be subject to all international, federal, state, and local laws and ordinances concerning discrimination. 15. INSURANCE: The Provider shall maintain the following required insurance throughout the entire term of this contract and any extensions. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting from the failure of the Provider to maintain the required insurance shall not extend any deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for Provider's failure to maintain the required insurance. The Provider shall provide, to the County, as satisfactory evidence of the required insurance, either: * Certificate of Insurance or * A Certified copy of the actual insurance policy The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All Insurance policies must specify that they are not subject to cancellation, non- renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the Provider's insurance shall not be construed as relieving the Provider from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation. Any deviations from these General Insurance Requirements must be requested in writing from the County. Such requests shall be prepared from the County's form entitled "Request for Waiver of Insurance Requirements" and approved by Monroe County Risk Management. A. Prior to the commencement of work governed by this contract the Provider shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440. In addition, the Provider shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Marathon Chamber of Commerce 2006 7 Coverage shall be provided by a company or companies authorized to transact business in the state of Florida and the company or companies must maintain a minimum rating of A-V1, as assigned by the A.M. Best Company. B. Prior to the commencement of work governed by this contract, the Provider shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: . Premises Operations and Contents . Products and Completed Operations . Blanket Contractual Liability . Personal Injury Liability . Expanded Definition of Property Damage The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per person $1,000,000 per Occurrence $ 100,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. 16. GOVERNING LAWNENUE: 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. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of the agreement, the County and Provider agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to arbitration. The County and Provider agree that, in the event of conflicting interpretation of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceedings. 17. ENTIRE AGREEMENT: This writing embodies the entire Agreement and understanding between the parties hereto, and there are not other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded. In order to be effective, any amendment to this Agreement shall be in writing, approved by the Board of County Commissioners of Monroe County, and executed by both parties. Marathon Chamber of Commerce 2006 8 18. PROPERTY RIGHTS: The County shall own all equipment and materials supplied for the Visitor Information Services program including computer hardware and software. For the purposes of the public records act, all data entered into the Monroe County Tourist Development Council's computer network system shall be County material. 19. SEVERABILITY: If any provisions of this Agreement shall be held by a Court of competent jurisdiction to be invalid or unenforceable, the remainder of this agreement, or the application of such provision other than those as to which it is invalid or unenforceable, shall not be affected thereby; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 20. NOTICE: Any notice required or permitted under this Agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY Executive Director, TDC 1201 White Street, Suite 102 Key West, FL 33040 AND Monroe County Attorney PO Box 1026 Key West, FL 33041 FOR PROVI DER President Marathon Chamber of Commerce 12222 Overseas Highway Marathon, FL 33050 21. AUTHORITY: Each of the signatories for the Provider below certifies and warrants that: a) The Provider's name in the Agreement is the full name as designated in its corporate charter. b) They are empowered to act and contract for the Provider. c) This Agreement has been approved by the Provider's Board of Directors. 22. ETHICS CLAUSE: Provider warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee in violation of Section 2 of 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 contract without liability and may also, at its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer or employee. 23. 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 a contract to provide any goods or services to a public entity, may not submit a bid on a contract 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 Marathon Chamher of Commerce 2006 9 awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract 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 convicted vendor list. By execution of this document, Provider states that it is not disqualified by the statement above. IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written (SEAL) Attest: Danny L. Kolhage, Clerk Board of County Commissioners of Monroe COU91 G~ Deputy Clerk Mayor/Chairman (CORPORATE SEAL) Marathon Chamber of Commerce Attest: By. Secretary ~ By .~~~ -c: 1:' d< F'../ President ~}-S ;-k"-;1 jtt1C!771AJk">? Print Name Print Name OR (1) Witness Print Name (2) Witness Print Name 10 Marathon Chamber of Commerce 2006 Exhibit A *(Example) Mail Fulfillment Required Data o Name o Business Name (if Travel Agent or Business Address) o Street Add ress o Zip Code o City o State or Province o County (if non U.S.) Visitor Information Survey o What kinds of activities are you interested in? a. Fishing Offshore b. Fishing Back Country c. Diving d. Snorkeling e. Marinas f. Sailing g. Boat Rentals h. Attractions i. Dining/Entertainment j. Weddings/Honeymoons k. Real Estate/Relocation I. Coupon Book m. Guided/Nature Tours n. Water Sports o. Special Events p. Fishing Tournament o What kinds of accommodations are you interested in? a. Hotels/Motels b. B&Bs/Guesthouses c. Vacation Rentals d. Campground/R.V. Parks o Are you a travel agent or consumer? o What month are you planning to travel to the Florida Keys? o How are will you be traveling? a. Commercial Airline c. Automobile e. RV g. Cruise ship i. Undecided b. Private Plane d. Tour bus h. Private Boat h. Fly/Drive o How long will you stay? o How many people will be in your travel party? Children under 17? o What number did you dial to reach us today? o Do you recall seeing any advertising for the Florida Keys and Key West in the past 3 months? Generic type and specific source. ~ Would you like a brochure? *Example - questions may be modified without amendment to Agreement i'v1arathon Chamber of Commerce 2006 11 Exhibit B *(Example) Generic Destination Frequently Asked Visitor Questions & Appropriate Responses 0.1. How long does it take to see the entire Florida Keys? A.1 . About one to two weeks 0.2. How can I get to the Florida Keys? A.2. The Florida Keys are directly accessible by plane, via our two airports Marathon and Key West, car, bus, ferry and Cruise Ship. You can also travel to nearby destinations in Florida via train, plane, bus, etc. and continue on to the Keys through a rented car, shuttle service, ferry or bus. 0.3. Is there a web site where I can find more information on the Florida Keys? A.3. Yes, www.fla-keys.com. 0.4. How long does it take to get to the Keys? All times and distance are to Upper Keys. Add one hour to times for Middle Keys and two hours to times for Lower Keys. A.4. City, State Miami, FL Ft. Myers, FL Tampa, FL Orlando, FL Gainesville, FL Tallahassee, FL Jacksonville, FL Savannah, GA Macon, GA Charleston, SC Atlanta, GA Pensacola, FL Montgomery, AL Birmingham, AL Charlotte, NC New Orleans, LA Louisville, KY Miles 50 200 300 280 380 530 490 530 630 630 700 720 740 860 884 910 1,140 Kilometers 80 320 480 450 610 850 780 850 1,010 1,010 1,120 1,150 1,200 1,370 1 ,400 1,500 1,824 Driving Time 1 hour 4 hours 6 hours 6 hours 8 hours 10 hours 10 hours 11 hours 13 hours 13 hours 14 hours 14 hours 15 hours 17 hours 18 hours 18 hours 23 hours a.5. Do you know of any special deals or bargains? A.5. If you know of any special deals or bargains from accommodations please provide to the caller, else state: Special deals or bargains can generally be found in our off- season. Accommodations prices generally begin reducing during the early summer months and are lowest generally during the fall. However, special events or holidays can affect prices. Marathon Chamber of Commerce 2006 12 0.6. I've heard there is a hurricane/tropical storm headed for the Florida Keys, how can I get more information? A.6. You can visit the official Florida Keys and Key West website, www.fla-keys.com. for information such as any storm warnings affecting the Florida Keys, answers to frequently asked questions about hurricanes and other tips for visitor safety. You can also tune into the Weather Channel for the Tropical update at 50 minutes past the hour. 0.7. Do you have any Gay friendly accommodations? A. 7. All of the Florida Keys are Gay friendly. The Destination Guide can provide you with a list of accommodations designated as Gay Friendly in your district. Also, offer to send caller a copy of the Destination Guide. 0.8. What types of accommodations do you have? 0.8. Provide caller with categories of accommodation types available in your area, such as Hotels, Motels, Bed and Breakfasts, Guest Houses, RV parks, Campgrounds. Also use descriptive terms of accommodations in your area where appropriate. For example, large chain hotels to Mom & Pop type hotels, quaint B&Bs and guest houses, waterfront RV parks & campgrounds, etc. 0.9. What types of restaurants do you have? 0.9. Highlight unique dining experiences of the Florida Keys and Key West, such as local seafood or conch-fusion cuisine, while also providing caller with some general restaurant types available in your area. Examples of restaurant types include: Fine dining, family style, pubs, diners, fast food, ethnic, seafood, vegetarian, cafeteria style, cafes, chain, fast food, etc. Also use descriptive terms for restaurants in your area were appropriate. For example, "We have many wonder dining choices including restaurants specializing in our famous local cuisine which infuses Cuban, Bohemian and American specialties, fresh local seafood, fine-dining, family-style and casual restaurants. " In addition, Operators should be able to provide information appropriate to their area for the following questions: Q.10. Is there any nightlife available? 0.11. What type of family activities are there? Q.12. Where can I (snorkel, dive, fish, swim, sail, visit the reef)? Q.13. Do you have any special events going on? 0.14. Are there any pet friendly accommodations? *Example - questions may be modified without amendment to Agreement Marathon Chamber of Commerce 2006 13 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: MARCH 21, 2007 Division: TDC Bulk Item: Yes ---K- No Department: Staff Contact PersonlPhone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval of an Agreement with the Islamorada Village of Islands in an amount not to exceed $55,000, DAC IV, FY 2007 Capital Resources for the Hurricane Monument Renovation project. ITEM BACKGROUND: TDC approved same at their meeting of November 14,2006 PREVIOUS RELEVANT BOCC ACTION: CONTRACT/AGREEMENT CHANGES: New Agreement ST AFF RECOMMENDATIONS: Approval TOTAL COST: $55,000 BUDGETED: Yes ~ No COST TO COUNTY: $55,000 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes X No AMOUNTPERMONTH_ Year APPROVED BY: County Atty -2L OMB/Purchasing ~ Risk Management X DOCUMENTATION: Included X Not Required_ DISPOSITION:~ AGENDA ITEM # Revised 11106 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: lslamorada Village ofIslands Contract # - Effective Date: 3/21/07 Expiration Date: 9/30/07 Contract Purpose/Description: Approval of an Agreement with the Islamorada Village of Islands in an amount not to exceed $55,000, DAC IV, FY 2007 Capital Resources for the Hurricane Monument Renovation proiect. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext. ) (Department/Stop #) for BOCC meeting on 3/21/07 Agenda Deadline 3/6/07 CONTRACT COSTS Total Dollar Value of Contract: $ 55,000 Budgeted? Yes~ No D Account Codes: Grant: $ County Match: $ Current Year Portion: $ 120-70040-530340- T70 1-602-X-530340 ADDITIONAL COSTS Estimated Ongoing Costs: $~yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REV Date Out Changes ?rte ln Needed Division Director ~1- YesD NoEl Risk Man~~me~1 ~-~J.{) 7 Y esD No~ tt ~.~ /~ O.M.B./Purc~sing ~01'YesDNod ~ I~d County Attorney ~1- Y esD No~ S.Grimsley Comments: OMB Form Revised 2/27/01 Mep #2 Grant Award AQreement THIS AGREEMENT (Agreement) is entered into this day of , 2007 by and between MONROE COUNTY, a political subdivision of the state of Florida (County) and ISlamorada, Village of Islands a municipal corporation organized pursuant to the laws of the state of Florida. WHEREAS, the third penny of Tourist Development Tax may be used to acquire, construct, extend, enlarge, remodel, repair or improve, convention centers, sports stadiums, sports arenas, coliseums, auditoriums, fishing piers, museums, zoological parks, nature centers, beach improvements and beach park facilities which are publicly owned and operated or owned and operated by not-for-profit corporations, and WHEREAS, Grantee has applied for funding for the Hurricane Monument Renovation project; and WHEREAS, the Grantor and TDC have determined that it is in the best interest of the County, for purposes of promoting tourism and preserving the heritage of the community, to attract tourists, to renovate the property for use as an outdoor museum open to the public; . NOW, THEREFORE, in consideration of the mutual covenants and payments contained herein, the Grantee and the Grantor have entered into this Agreement on the terms and conditions as set forth below. 1. GRANT AGREEMENT PERIOD. This Agreement is for the period of March 21, 2007 through to September 30, 2007. 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 7,12 and 13 below. 2. SCOPE OF AGREEMENT. The Grantee shall provide the following scope of services: Seqment 1: Complete landscape architect plan; Tree and shrub removal and/or relocation; Hardscape installation; landscape installation. Segment(s) of the work is/are more particularly described in Exhibit(s) A, detailing the work and the cost allocable to each segment, attached hereto and incorporated herein by reference. All work for which grant funds are to be expended must be completed by the stated termination date of September 30, 2007 and all invoices pertaining to this project shall be submitted to the Finance Department of Monroe County no later than September 30, 2007 to be considered for payment. a) There shall be a project manager to acknowledge receipt of goods or work performed. This Project Manager shall be Zully Hemeyer, Islamorada Village of Islands, P.O. Box 568, Islamorada, FL 33036 (Tel: 305-852-6933/Fax: 305-853-1778/E-mail: zullv.hemever@islamorada.fl.us). Should there be a change in the project manager specified in the Grantee's application, a new project manager shall be designated and notice of the designation shall be provided to TDC/County. Monroe County Tourist Development Council FY 2007 Capital Project Application Hurricane Monument Project b) If, and to the extent that, Grantee contracts for any of the work funded under this Agreement to be performed or completed, Grantee shall give notice to County of the contractual relationship, provide County with a copy of any and all contracts and shall require the contractor(s) to comply with all the terms of this contract. Should grantee contract the work and then decrease the scope of work to be performed by a contractor, Grantee shall provide County with an amended contract executed by Grantee and its contractor. (i) A Grantee which is a governmental entity shall comply with the procurement regulations and policies to which it is subject, and shall provide Grantor documentation of the procurement requirements applicable to the project and compliance therewith. (ii) A Grantee which is a not-for-profit entity shall undergo procurement processes for those parts of the project to be contracted (not performed by the entity's employees), which shall, at a minimum, require the acquisition of two written quotes for work expected to be under $25,000 or a notarized statement as to why such written quotes were not feasible. For work expected to be $25,000 or more, a competitive bid process must be performed. County procurement policies and procedures may be used by the Grantee as a guideline. In the event that the monetary contractual process commenced prior to the effective date of this funding grant Agreement, and the guidelines above were not followed, Grantee shall submit with its reimbursement request a notarized statement which details the Grantee's procurement efforts to ensure the best service for the most economical price. Grantee shall provide Grantor detailed documentation of the procurement process used. c) Grantee shall exercise good internal controls to assure that the project as described in the funding application shall be completed on a timely basis within the proposed budget and shall provide to County any certifications, including those by the architect, engineer, contractor or an independent consultant if necessary, required to establish that materials which are purported to be applied to the project are in fact so applied. Further verification shall be required to show that equipment and other fixtures and personal property covered by this Agreement are delivered to and installed in the project site. When any permit is required by any governmental agency, copies of plans and other documents which are submitted to the applicable agency shall be submitted to the County Engineering Division to enable verification that the scope of services under this Agreement has been provided. 3. AMOUNT OF AGREEMENT AND PAYMENT. The Grantor shall provide an amount not to exceed $55,000 (Fifty Five Thousand Dollars) for materials and services used to renovate the property. Reimbursement request must show that Grantee has paid in full for materials and services relating to the segment prior to seeking the 50% (fifty percent) reimbursement from Grantor. Payment shall be 50% (fifty percent) reimbursement of the total cost of the segment, subject to the cap on expenditures for that segment as set forth in Exhibit A. Reimbursement can be sought after each segment of the Agreement is completed and signed by the Monroe County Engineering Department as outlined in 3.a. The Board of County Commissioners and the Tourist Development Monroe County Tourist Development Council FY 2007 Capital Project Application Hurricane Monument 2 Council assume 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 the SOCC. a) Payment shall be made upon the completion of a specific segment as outlined in the Scope of Services and Exhibit A. Payment for expenditures permissible by law and County policies shall be made through reimbursement to Grantee upon presentation of Application for Payment Summary- AlA Document G702 or similar certification as required below for governmental entities and not-for-profit entities, invoices, canceled checks and other documentation necessary to support a claim for reimbursement. Payment is a 50% (fifty percent) reimbursement of the total cost of each segment of the project, subject to the cap on expenditures for that segment as set forth in Exhibit A. Reimbursement can be sought after each segment of the Agreement is completed and signed by the Monroe County Engineering Department as outlined in 3.a. Included in said documentation shall be proof that the Grantee has received the property, realty or personalty, for each segment of Agreement as outlined in Exhibit A and paid an amount equal to or greater than the amount invoiced to the Grantor. It shall be necessary for the Grantee to contact the County Engineering Division and to arrange for inspections upon the completion of each segment. The documentation needed to support the payment request shall be in the form necessary for submission and available to the County engineer at the time of inspection. All submissions for payment shall have a proposed schedule of values for segment(s) and indicate the percentage of completion of the overall project as of the submission. This document should be signed by the project architect, engineer, general contractor or project manager. Photos of the progress of the work shall also be submitted with the payment application. It shall be the responsibility of the project architect, engineer, general contractor or project manager to initiate the communication with the Monroe County Engineering Division to facilitate the inspection(s) of the segment of the project. All submissions requesting payment shall be approved in writing, and signed, by the Monroe County Engineering Division as to the completion of the segment of the project for which payment is requested. The application for payment document must be certified through a statement signed by an officer of the organization and notarized, declaring that representations in the invoice are true and factual. Grantee shall also provide partial releases of liens or certifications of non-lien if applicable. Grantor shall retain 10% of any payment on work in progress until the Grantee has provided a Final Release of Lien for each vendor/Contractor for whom payment is requested. For projects exceeding $25,000 in TDC funding under this Agreement, final payment will not be made until the following documents are complete and submitted to the Grantor: AlA Document G-702 Application for Payment Summary AlA Document G-704 Certificate of Substantial Completion AlA Document G-706 Contractor's Affidavit of Debts & Claims AlA Document G-706A Contractor's Affidavit of Release of Liens AlA Document G-707 Consent of Surety to Final Payment (when applicable) Final Release of Lien or Affidavit and Partial Release of Lien Monroe County Tourist Development Council FY 2007 Capital Project Application Hurricane Monument 3 For projects for which TDC funding under this Agreement is $25,000 or less, the AlA documentation is not required, but sufficient documentation must be submitted to County to provide similar assurances that the work has been completed and contractors/suppliers paid. All payment requests must be submitted no later than the completion of project of September 30, 2007. Invoices received after September 30, 2007 will not be considered for payment. b) Documentation shall be submitted to the TDC Administrative Office to show the receipt and application of in-kind donations of goods, professional services, and materials. Said documentation should include invoices, bills of lading, etc., and be verified as received and applied to the project through a notarized statement of the project architect, engineer, general contractor or project manager. The receipt and application to the project of volunteer labor are to be documented and verified by notarized signature of the project architect, engineer, general contractor or project manager, and said documentation submitted to the TDC Administrative Office. All submissions shall identify the items included in Exhibit A and grantee shall complete the Application for Payment form which is provided within the payment/reimbursement kit provided to the grantee, listing the schedule of values which are sought to be reimbursed and shall indicate the percentage of completion of the overall project as of the submission. This document should be signed by the project architect, engineer, general contractor or project manager. Photographs showing progress on project shall be included in any payment request. The Project Manager shall certify delivery to the project site and installation therein of any goods or services provided other than through an architect, engineer or contractor. All work performed and goods received on site and incorporated into the project shall be verified by one of the foregoing. Submission of any documentation which is untrue, falsified, or otherwise misrepresents the work which has been completed, paid, or donated shall constitute a breach of agreement, for which breach the contract may be immediately terminated at the discretion of the County, whose decision shall be final. c) Grantee must submit all documentation for final payment on or before the termination date of this grant of September 30,2007. Invoices received after September 30, 2007 will not be considered for payment. d) At any time that the documentation requirement policies of Monroe County are revised, such as to require annual inventory reports for equipment purchased under a TDC capital project grant, Grantee shall comply thereafter with such increased requirements, or further funding under the Agreement may be terminated by County. e) Upon successful completion of this Grant Agreement, the Grantee may retain ownership of the real and personal property acquired and/or improved with funding under this Grant Agreement. However, the Grantee shall maintain, preserve and operate the property which was acquired or improved under this Agreement for the uses and purposes which qualified the Grantee for tourist development tax funding. Grantee shall complete Monroe County Tourist Development Council FY 2007 Capital Project Application Hurricane Monument 4 and sign a Property Reporting Form (provided within payment/reimbursement package) for personal property and forward said completed form with the appropriate invoice to the TDC Administrative Office. Real property acquired or improved through funding under this Agreement shall remain dedicated for the purposes set forth herein or for other purposes which promote tourism and ownership of said property shall be retained by the Grantee. The following terms shall apply: (i) The Grantee shall have the use of the property, including both realty and personalty acquired with funding under this agreement, at the project site for so long as the facility is operated by Grantee, open to the public, and has a primary purpose of promoting tourism. At such time as any of the conditions in the preceding sentence shall cease to exist, the Grantee shall transfer ownership and possession of equipment and personal property to a local government or another not-for-profit organization which is a facility for which tourist development taxes may be used pursuant to Florida Statute with prior approval from TDC and SOCC. (ii) At any time that the Grantee: (a) elects to stop the project or otherwise decide not to place into service for tourist-related purposes the facility acquired, constructed, or renovated with tourist development tax funding, (b) demolishes the project facility or divests itself of ownership or possession of the real property, or (c) ceases the use of the property with a primary purpose of promoting tourism, Grantee shall, pursuant to the formula set forth hereafter, refund to the County the Tourist Development funding. This provision shall survive the termination date of all other provisions of this contract for a period of ten years. Should the demolition, transfer of ownership, or change to a non- tourist related purpose occur after the facility has been used for tourist-related purposes for at least three (3) years, the amount of refund shall be pro-rated based on a useful life of ten (10) years. (iii) The Grantee is responsible for the implementation of adequate maintenance procedures to keep the real and personal property in good operating condition. (iv) The Grantee is responsible for any loss, damage, or theft of, and any loss, damage or injury caused by the use of, real or personal property or equipment purchased through funding under this Agreement. 4. RECORDS AND REPORTS. The Grantee 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 TDC, the County, the State of Florida or authorized agents and representatives of said government bodies. The Grantee shall also provide such access to the personal property and equipment purchased under this Agreement. It is the responsibility of the Grantee to maintain appropriate records in accordance with generally accepted accounting principles consistently applied to insure a proper accounting of all funds and expenditures. The Grantee 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 Soard of County Commissioners for Monroe County, or their agents and representatives. In the event of an audit exception, the current fiscal year grant award or subsequent grant awards will be offset by the amount of the audit exception. In the event the grant is not Monroe County Tourist Development Council FY 2007 Capital Project Application Hurricane Monument 5 renewed or supplemented in future years, the Grantee will be billed by the Grantor for the amount of the audit exception and shall promptly repay any audit exception. (a) Public Access. The County and Grantee 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 Grantee in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Grantee. 5. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the terms of this Agreement shall be only amended in writing and approved by the Board of County Commissioners for Monroe County. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Grantee and their respective legal representatives, successors, and assigns. 6. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the Grantee is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this Agreement shall be construed as to find the Grantee 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. 7. COMPLIANCE WITH LAW. In carrying out its obligations under this Agreement, the Grantee shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating 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 Grantor to terminate this Agreement immediately upon delivery of written notice of termination to the Grantee. 8. RESTRICTIONS ON AGREEMENTS ENTERED PURSUANT TO THIS AGREEMENT. The Grantee 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 Monroe County Tourist Development Council FY 2007 Capital Project Application Hurricane Monument 6 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 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 the insurance of the carriers showing that the aforesaid insurance policy is in effect. The following coverage's shall be provided: 1. Workers Compensation insurance as required by Florida Statutes. 2. Commercial General Liability Insurance with minimum limits of $500,000 per occurrence for bodily injury, personal injury and property damage. 3. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single limit per occurrence. The Contractor, the County and the TDC shall be named as additional insured, exempt 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 coverage's are in effect. Monroe County Tourist Development Council FY 2007 Capital Project Application Hurricane Monument 7 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 TDC, the County, the State of Florida or authorized agents and representatives of said government bodies. 9. HOLD HARMLESSIINDEMNIFICA TION. The Grantee hereby agrees to indemnify and hold harmless the BOCCITDC and the 3406 North Roosevelt Blvd. Corporation or 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 arising directly or indirectly under this Agreement. The Grantee shall immediately give notice to the Grantor of any suit, claim or action made against the Grantor that is related to the activity under this Agreement, and will cooperate with the Grantor 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 the County and the Grantee 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. 10. NONDISCRIMINATION. County and Grantee 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. County or Grantee agree 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 Monroe County Tourist Development Council FY 2007 Capital Project Application Hurricane Monument 8 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 Agreement. 11. ANTI-KICKBACK. The Grantee 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 or TDC has any interest, financially or otherwise, in the said funded project, except for general membership. For breach or violation of this warranty, the Grantor 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. 12. TERMINATION. This Agreement shall terminate on September 30, 2007. 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 Grantee. The Grantor may terminate this Agreement without cause upon giving written notice of termination to Applicant. The Grantor shall not be obligated to pay for any services or goods provided by Grantee after Grantee has received written notice of termination. 13. TERMINATION FOR BREACH. The Grantor 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 Grantee shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Grantor from declaring a forfeiture for any succeeding breach either of the same conditions or of any other conditions. Failure to provide Grantor with certification of use of matching funds or matching in-kind services at or above the rate of request for reimbursement or payment is a breach of Agreement, for which the Grantor may terminate this Agreement upon giving written notification of termination. Monroe County Tourist Development Council FY 2007 Capital Project Application Hurricane Monument 9 14. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior Agreements with respect to such subject matter between the Grantee and the Grantor. 15. 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. 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. (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 Grantee agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. (b) Severability. 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 Grantee 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 Grantee 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 Grantee 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. This agreement shall not be subject to arbitration. Monroe County Tourist Development Council FY 2007 Capital Project Application Hurricane Monument 10 (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 Grantee 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. County and Grantee specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 16. ETHICS CLAUSE: Grantee warrants that it has not employed, retained or otherwise had act on its 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 Grantor 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 QI; employee. The County and Grantee 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 Grantee 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 Grantee 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 and Grantee agree that officers and employees of the County and Grantee 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. 17. 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 Monroe County Tourist Development Council FY 2007 Capital Project Application Hurricane Monument 11 period of 36 months from the date of being placed on the convicted vendor list. By executing this document grantee warrants that it is in compliance with this paragraph. 18. AUTHORITY: Grantee 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 Grantee below certifies and warrants that the Grantee'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 Grantee, and this Agreement has been approved by the Board of Directors of Grantee or other appropriate authority. 19. LICENSING AND PERMITS: Grantee warrants that it shall have, pnor 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. 20. INSURANCE: Grantee agrees that it maintains in force at its own expense a liability insurance policy which will insure and indemnify the Grantee and the Grantor from any suits, claims or actions brought by any person or persons and from all costs and expenses of litigation brought against the Grantee for such injuries to persons or damage to property occurring during the Agreement or thereafter that results from performance by Grantee of the obligations set forth in this Agreement. At all times during the term of this Agreement and for one year after acceptance of the project, Grantee shall maintain on file with the Grantor a certificate of the insurance of the carriers showing that the aforesaid insurance policy is in effect. The following coverage's shall be provided: 1. Workers Compensation insurance as required by Florida Statutes. 2. Commercial General Liability Insurance with minimum limits of $500,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be $250,000 per Person $500,000 per occurrence $50,000 property damage. 3. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single limit per occurrence. The Grantee, the Grantor and the TDC shall be named as additional insured, except workers compensation. The policies shall provide no less than 30 days notice of cancellation, non-renewal or reduction of coverage. Grantee shall provide, to the County, as satisfactory evidence of the required insurance, including the insurance policy application and either: . Original Certificate of Insurance or · Certified copy of the actual insurance policy Or · Certificate of Insurance e-mailed from Insurance Agent/Company to County Risk Management - Telephone Maria Slavik at 295-3178 for details Monroe County Tourist Development Council FY 2007 Capital Project Application Hurricane Monument 12 (Certificates can be e-mailed directly from the insurance agency to: Slavik-Maria@MonroeCountv-FL.Gov - The e-mail must state that this is a certificate for a TOC project and should be forwarded to Maxine Pacini at the TOC administrative office) An original certificate or a certified copy of any or all insurance policies required by this contract shall be filed with the Clerk of the BOCC prior to the contract being executed by the Clerks office. The Insurance policy must state that the Monroe County BOCC and Monroe County TOC is the Certificate Holder and additional Insured for this contract. Insurance should be mailed to: Monroe County Board of County Commissioners C/O Risk Management P.O. Box 1026 Key West, FL 33041 21. NOTICE. Any notice required or permitted under this agreement shall be in writing and had delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested to the following: For Grantee: Zully Hemeyer Islamorada, Village of Islands P.O. Box 568 Islamorada, FL 33036 For Grantor: Lynda Stuart Monroe County Tourist Development Council 1201 White Street, Suite 102 Key West, FL 33040 and Susan Grimsley, Asst. County Attorney P.O. Box 1026 Key West, FL 33041-1026 22. 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. 23. NON-DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity Monroe County Tourist Development Council FY 2007 Capital Project Application Hurricane Monument 13 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. 24. 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 hereunder, and the County and the Grantee agree that neither the County nor the Grantee or 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 to the community in general or for the purposes contemplated in this Agreement. 25. ATTESTATIONS. Grantee agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. 26. 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. 27. FORCE MAJEURE. The Grantee shall not be liable for delay in performance or failure to complete the project, in whole or in part, due to the occurrence of any contingency beyond its control or the control of its contractors and subcontractors, including war or act of war whether an actual declaration thereof is made or not, act of terrorism impacting travel in the United States, insurrection, riot or civil commotion, act of public enemy, epidemic, quarantine restriction, storm, flood, drought or other act of God, or act of nature (including presence of endangered animal species which cannot be timely removed in a safe manner or any act of any governmental authority which prohibits the project from proceeding as described in the scope of services and incorporated references and which the Grantee has exercised reasonable care in the prevention thereof. However, lack of planning for normal and expected weather conditions for the time of year the project is to be executed shall not constitute an act of God excusing a delay. Any delay or failure due to the causes stated shall not constitute a breach of the Agreement; however, the BOCC shall have the right to determine if there will be any reduction to the amount of funds due to the Grantee after consideration of all relevant facts and circumstances surrounding the delay in performance or failure to complete the project within the contract period. Upon demand of TDC or BOCC, the Grantee must furnish evidence of the causes of such delay or failure. BOCC shall not pay for any goods received or services provided after the date(s) described in paragraph 1 and Scope of Services. Monroe County Tourist Development Council FY 2007 Capital Project Application Hurricane Monument 14 V~fL~/Lvvr V~v( rAX 141018/018 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 Deputy Clerk Mayor/Chairman ,,;;:=-~- 1 ,.. ~ ., . i ,f; I !T APPROVED AS TO FORM i ,~ AND LEGALITY FOR TAE USE AND BENEFIT OF ISLAMORADA, VILLAGE OF ISLANDS ONLY Isramorada. 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