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D. Tourist Development Council
BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: April 18, 2007 Division: County Administrator Bulk Item: Yes No x Department: County Administrator Staff Contact Person: Connie AGENDA ITEM WORDING: Announcement of one vacant position on the Tourist Development Council District III Advisory Committee for an "At Large" appointment. ITEM BACKGROUND: The District III Advisory Committee has one vacant position for an "At Large" representative due to the position bacated by Mr. Jeff Pinkus who is no longer eligible to serve as an `At Large' member. PREVIOUS RELEVANT BOCC ACTION: On September 8, 1999, the Board of County Commissioners passed an Ordinance providing for the appointment of "At Large" members to the District Advisory Committee by the Board of County Commissioners. CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATIONS: No action at this time TOTAL COST: -0- COST TO COUNTY: -0- BUDGETED: Yes No SOURCE OF FUNDS: REVENUE PRODUCING: Yes No AMOUNT PER MONTH Year APPROVED BY: County Atty OMB/Purchasing Risk Management _ DOCUMENTATION: DISPOSITION: Revised 8/06 Included x Not Required AGENDA ITEM # Floridd Keys &Ket y e� come as YOU area MONROE COUNTY TOUR€5T DEV ROPM ENT CO UNC I L DATE: April 2, 2007 TO: MR. TOM WILLI, COUNTY ADMINISTRATOR FROM: SHIRLEY GUN, ADMINISTRATIVE SECRETARY MONROE COUNTY TOURIST DEVELOPMENT COUNCIL RE: DAC III `AT LARGE' VACANCY Please announce the following District III Advisory Committee "At Large" Vacancy at the APRIL BOCC Meeting. This is being advertised due to the position vacated by Mr. Jeff Pinkus who is no longer eligible to serve as an `At Large' member. DISTRICT III ADVISORY COMMITTEE From the West End of the Seven Mile Bridge to the Long Key Bridge of the MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Has an opening for an "At Large" representative — Any resident who is not directly involved in a tourism business and who shall represent the general public. (The operative word within this description is directlV. This word means someone who is not in business nor whose business or economic activity are dependent upon tourists). Any person wishing to participate on the District III Advisory Committee of the Monroe County Tourist Development Council within the district so noted above, may request an application from the Administrative Office by calling (305) 296-1552 and submit an application to the address shown below: Department DAC Monroe County Tourist Development Council 1201 White Street, Suite 102 Key West, FL 33040 Fax #: (305) 296-0788 Deadline for receipt of application at the above address is Friday APRIL 27, 2007 at 5:00 p.m. A resume may be attached to the application. BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: APRIL 18, 2007 Division: TDC Bulk Item: Yes X No _ Department: Staff Contact Person/Phone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval of an Amendment to Agreement with Red Barn Actors' Studio, Inc. to revise Exhibit A — Schedule of events. ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: BOCC approved original Agreement at their meeting of October 18th, 2006 CONTRACT/AGREEMENT CHANGES: Revise Exhibit A STAFF RECOMMENDATIONS: Approval TOTAL COST: $21,000 BUDGETED: Yes X No COST TO COUNTY: $21,000 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes X No AMOUNT PER MONTH Year APPROVED BY: County Atty X VO/Purchasing X Risk Management X DOCUMENTATION: Included X Not Required DISPOSITION: Revised 11/06 AGENDA ITEM # MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Red Barn Actors' Studio, Inc. Contract # Effective Date: 10/1/06 Expiration Date: 12/31/07 Contract Purpose/Description: Approval of an Amendment to Agreement with Red Barn Actors' Studio Inc to revise Exhibit A — Schedule of events. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 4/18/ Agenda Deadline 4/3/07 CONTRACT COSTS Total Dollar Value of Contract: $ 21,000 Current Year Portion: $ Budgeted? Yes® No ❑ Account Codes : 115-75011-530340-T75C-020-X-530410 Grant: $ County Match: ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out Date In Needed Division Director ,� 1 Yes❑ NoR Risk Management Yes❑ No ✓/ b 6 � O.M.B./Purchlsidng 3 6)0(e Yes❑ NoZ County Attorney Yes[:] No❑ S.Grimslev Comments: Ulvm r orm mevisea G/G //v 1 ml;r ffG AMENDMENT Ost AMENDMENT) TO AGREEMENT THIS AMENDMENT to agreement (Amendment) 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 Red Barn Actors Studio, Inc. WHEREAS, there was an agreement (Agreement) entered into on October 18, 2006 between the parties, awarding $21,000 for the production of the Red Barn Theatre/Live Theatre between October 1, 2006 and September 30, 2007; and WHEREAS, it has become necessary to revise the schedule of shows that are outlined in Exhibit A to the agreement; NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to this Amendment as follows: Exhibit A shall be revised and attached hereto. 2. The remaining provisions of the Agreement 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 Deputy Clerk (CORPORATE SEAL) Attest: By. Secretary Print Name OR TWO WITNESSES (1) (1) Print Name Board of County Commissioners of Monroe County Mayor/Chairman � KIN 'h..;w till-w-o" *A-IWV Y "WIA did i 'Print0larne (2 (2 Print Name MONROE COUNTY ATTORNEY APPROVtD AY FORM* SUSAN M. 4 IMSLEY ASSISTANT COUNTY ATTORNEY Date s ~ 1 Amendment #1 Red Barn Theatre REVISED EXHIBIT A MONROE COUNTY TOURIST DEVELOPMENT COUNCIL CULTURAL UMBRELLA SCHEDULE OF EVENTS FISCAL YEAR 2007 EVENT NAME: Red Barn Theatre 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. 2006-07 SEASON Subscription Show #1 December 19, 2006 - January 20, 2007 Incorruptible by Michael Hollinger Directed by J. Barry Lewis Sub Show #2 January 30-March 3, 2007 Five Course Love Book, Music and Lyrics by Gregg Coffin Directed By Moritz von Stuelpnagel Sub Show #3 February 11-26, Sunday/Monday Series Directed by Carole MacCartee The Exonerated Written by Jessica Blank and Erik Jensen Sub Show #4 March 13-April7, 2007 Opus by Michael Hollinger Directed by Joy Hawkins Sub show #5 April 17- May 26, 2007 Bat Boy: The Musical Story& Book by Keythe Farley & Brian Fleming Music & Lyrics by Laurence O'Keefe Directed by Rich Simone. The Garbage People —an interactive children's musical by Kyle Caskey—matinees in January, March, April and May February 28, 2007 To: Maxine Pacini, Monroe County Tourist Development Council From: Monica Haskell, Cultural Umbrella Administrator Re: 2006/07 Cultural Umbrella - Exhibit A Revision Red Barn Actors Studio, Inc. - Red Barn Theatre/Live Theatre The attached revision of "Exhibit A - Schedule of Events" for the Red Barn Theatre is accepted by the Cultural Umbrella. Please incorporate into their contract. 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 Red Barn Actors' Studio, 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 $21,000 (Twenty One Thousand 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 Red Barn Theatre/Live Theatre between October 1, 2006 and September 30, 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. Invoicing: 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 Red Barn Theatre 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 Red Barn Theatre 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. Logo 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 Sponsors 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: Red Barn Theatre 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 d has caused this Agreement to be executed by its duly authorized representative, the day of Q 2006. (SEAL) Attest: Danny L. Kolhage, Clerk Deputy Clerk (CORPORATE SEAL) Attest: By. _ Secretary Print Name OR TWO WITNESSES (1) Print Name Red Barn Theatre Cultural Umbrella Funding FY 2007 Board of County Commissioners of Monroe Co ty Mayor/Chairman Red Barn Actors' Studio, Inc. � � 1► President Print Name (2) VANMVtOUNTY ATTORNEY APPRO ED AS TO FORM: G1.1. , N M. GRIMSLEfY 4 "ATTORNEY C<o i s 1 EXHIBIT A D. MONROE COUNTY TOURIST DEVELOPMENT COUNCIL CULTURAL UMBRELLA SCHEDULE OF EVENTS FISCAL YEAR 2006 EVENT NAME: Red Barn Theatre 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. 2006-07 Season (Final play selection pending royalty agreements) The Garbage People, A Children :v Show by Kyle Caskey Opts by Michael Hollinger The P;gbalous Trolls by Bill Dyer & Music by Dick DeBenedictis Bark by David Troy Frances and Gavin G. Dillard Flaming Guns of 1he Purple .Sage by Jane Martin Fools by Neil Simon Sunday/Monday Night Jacque Brel Is Alive and Well and Living In Paris Talking With by Jane Martin i Proposed Schedule for the 2006-07 Season Children's show: November l l - December 3, 2006 (Saturdays and Sundays only) Pre -Season show: November 14 - December 2 Show # 1: December 20 - January 27, 2007 Special Series: A Tribute to Jerry Herman: January 12-14, 2007 (With the Waterfront Playhouse) Show #2: Sunday/Monday Night Series: January - February Show #3: February 6 - March 10, 2007 Show #4. March 20 - April 21, 2007 Show #5: May I - June 2, 2007 (with possible extension) Children's classes and performances: May - July Adult classes and performances July - October IF FUNDED, EXHIBITS A AND B WILL BECOME PART OF YOUR CONTRACT AND TRANSMITTED TO THE OFFICE OF THE CLERK OF THE COURT. Monroe County Tounst Development Counol Cultural Umbrella Application EXHIBIT B MONROE COUNTY TOUIST DEVELOPMENT COUNCIL CULTURAL UMBRELLA EVENT FUNDS BUDGET BREAKDOWN FISCAL YEAR 2007 EVENT NAME: RED BARN THEATRE MEDIA ADVERTISING $ 15,517 BROCHURES, POSTERS, PROGRAMS $ 5,483 TOTAL: $ 21,000 "MISCELLANEOUS MAY NOT EXCEED 15% OF THE ABOVE BUDGET. ACTUAL EXPENDITURES MAY DEVIATE NO MORE THAN 10% FROM THE BUDGETED LINE ITEMS NOTED ABOVE. THE MAXIMUM REQUEST IS $25,000.00. 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, MONROE COUNTY TOURIST DEVELOPMENT COUNCIL." IF FUNDED, EXHIBITS A AND B WILL BECOME PART OF YOUR CONTRACT AND TRANSMITTED TO THE OFFICE OF THE CLERK OF THE COURT. TN1 WORIDA KIyS � KEY WANT TW1 WORIDA KIyS � KEY WLST W WLOR—ID A K I y S & Kly WLST MONROE (OUNTY TOURIST DEVELOPMENT(OUN(IL MONROE (OUNTY TOURISTDEVELOPMENT(OUN(IL MONROE (OUNTY TOURIST DEVELOPMENT (OUN(I Come as you arc-' Come as you are, Come as you arc" TW1 rioRiDAKIyS &KRW sT MONROE (OUNTY TOURIST DEVELOPMENT (OUN(IL Come as you area' MNf �LORIDA Klys �K�V WEST MONROE (OUNTY TOURIST DEVELOPMENT (OUN(IL Come as you are® IN MOWN Klys Wy WEST MONROE (OUNTY TOURIST DEVELOPMENT (OUN(IL Come as you area T 1 FLOIDA KVyWLST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are' T 1 FLORIDA KVyWLST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are° T N I NORIDA K I y S & K Ly W sT MONROE (OUNTY TOURIST DEVELOPMENT (OUN(IL Come as you area' M1 WON Klys WyWLST MONROE (OUNTY TOURIST DEVELOPMENT (OUN(IL Come as you are® M1 WON Klys WILST MONROE (OUNTYTOURIST DEVELOPMENT (OUN(IL Come as you are® T N I ILORIDA K I y S & K Ly W sT MONROE (OUNTY TOURIST DEVELOPMENT (OUN(IL Come as you arc® M1 WRIDA Iys � y WEST MONROE (OUNTY TOURIST DEVELOPMENT (OUN(IL Come as you are® M1 DLO N Klys � Y WEST MONROE (OUNTY TOURIST DEVELOPMENT (OUN(IL Come as you are® TflI rio-RIDA KFyWLST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are' TflI FLORIDA KFyWEST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are° THE FLORIDA KI YS & KI Y WEST MONROE (OUNTY TOURIST DEVELOPMENT(OUN(IL Come as you are' fluMoRIDA KKEV WEST MONROE (OUNTY TOURIST DEVELOPMENT(OUN(IL Come as you are' T 1 FLORIDA KKLVWLST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are° ME Wo R -ID A KFyWjST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are' TN[ pORIDA KKLYWEST MONROE COUNTY TOURIST DEVELOPMENT (OUN(IL Come as you are' TNI fgim K gy -WIST MONROE (OUNTY TOURIST DEVELOPMENT(OUN(IL Come as you are' MCTG-3125 New Logo Slick L01 1996 Editiou MONROE COUNTY, FLORIDA Request For Waiver of Insurance Requirements It is requested 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 Name of Entity: 'Lr1 T 7 A r t,,i--, C1, ( 10( Name of Event: L F i 7 t ()) T i'- ' i -re % v { i ii , Contract for: Services Address of Contractor: Ci0 TDC Att: Maxine Phone: 305-296-1552 Scope of work: Advertising and Promotion Reason for Waiver: Providin>; funds to nromote event only Minimal exposure to coup v Policies Waiver will apply to: See Attached Signature of Contractor: Approved _ ^�- Not Approved Risk Management: Date: County :Administrator Appeal: Approved Not approved Date: Board of County Commissioners appeal: .approved Not .approved Aleeting Date: Administration Instruction #4709.2 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: APRIL 18, 2007 Bulk Item: Yes X No f f Division: TDC Department: Staff Contact Person/Phone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval of an Amendment to Inter local Agreement with the City of Key West to extend termination date of the McCoy Indigenous Park Habitat and ADA Improvements project to May 31, 2006. ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: BOCC approved original Agreement at their meeting of October 20, 2004 BOCC approved Amendment to Agreement at their meeting of July 20, 2005 CONTRACT/AGREEMENT CHANGES: Amendment to extend STAFF RECOMMENDATIONS: Approval TOTAL COST: $127,000 BUDGETED: Yes X No COST TO COUNTY: $127,000 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes X No AMOUNT PER MONTH Year APPROVED BY: County Atty X / urchasing X Risk Management X DOCUMENTATION: Included X Not Required DISPOSITION: AGENDA ITEM # Revised 11 /06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: City of Key West Contract # Effective Date: 10/20/04 Expiration Date: 5/31/06 Contract Purpose/Description: Approval of an Amendment to Inter local Agreement with the City of Key West to extend termination date of the McCoy Indigenous Park Habitat and ADA Improvements protect to May 31, 2006. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 4/18/07 Agenda Deadline 4/3/07 CONTRACT COSTS Total Dollar Value of Contract: $ 127,000 Current Year Portion: $ 20,554.26 Budgeted? Yes® No ❑ Account Codes : 117-77040-530340-T57B532Z-530340 Grant: $ County Match: $ ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (eg. maintenance. CONTRACT REVIEW Changes salaries, etc. E)ate In Needed er, Division Director Yes❑ NoD Risk Manag ent-, r � Yes❑ No❑" O.YVI B./Purcha 9 3 13 1) Yes❑ No _ County Attorney 241�3-Yes❑ NoD- S.Grimsley Comments: Date Out G2 l( AMENDMENT (2nd AMENDMENT) TO INTERLOCAL 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 The City of Key West. WHEREAS, there was a contract entered into on October 20, 2004, and amended on July 20, 2005 between the parties, awarding $127,000 to the City of Key West for the McCoy Indigenous Park Habitat and ADA Improvements project; and WHEREAS, It has become necessary to extend the contract for an additional period of time to allow for the payment of invoices for work completed by March 31, 2006, but paid for by the City of Key West between April 1, 2006 and May 31, 2006; and NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: I. The contract period as outlined in Paragraph 1 is extended from March 31, 2006 to May 31, 2006. 2. The remaining provisions of the contract dated October 20, 2004 and amended July 20, 2005 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) Board of County Commissioners Attest: Danny L. Kolhage, Clerk of Monroe County Deputy Clerk (CORPORATE SEAL_ ) Atte By. City Glee ' �: Print Name OR TWO WITNESSES (1) (1) Print Name Amendment 42 City of Key West: McCoy Indigenous Park Mayor/Chairman The City of Key West y Mayor Print Nam (2) (2) Print Name MONROE COUNTY ATTORNEY PPROVE�a-AS T�) FORM: SUSAN M. G SLEY ASSISTANT COUNTY ATTORNEY Date —_ l 1311 -U Roland Flowers City Engineer February 9, 2007 Maxine Pacini Monroe County Tourist Development Council 1201 White Street, Suite 102 Key West, FL 33040 Phone (305) 809-3965 Fax (305) 809-3978 Re: McCoy Indigenous Park Habitat and ADA / request for Extension Dear Ms. Pacini: I am requesting that the District 1 Advisory Committee amend the Contract with the City of Key West for the McCoy Indigenous Park Habitat and ADA that expired March 31, 2006 and extend it to May 31, 2006. The purpose of the extension is for completing payments on the project. Please feel free to call me at 809- 3965 if you have any questions. Sincerely, Roland Flowers, P.E. City Engineer City of Key West Post Office Box 1409 Key West, Florida 33041 — 1409 AMENDMENT TO INTERLOCAL AGREEMENT THIS ADDENDUM to agreement is made and entered into this J( day of 2005, between the County of Monroe and The City of Key West. WHEREAS, there was a contract entered into on October 20, 2004, between the parties awarding $127,000 to the City of Key West for the McCoy Indigenous Park Habitat and ADA Improvements project; and WHEREAS, it has become necessary to extend the agreement for an additional six month period to allow for completion of the project; NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. Contract period as outlined in Paragraph 1 shall be extended to March 31, 2006. 2. The remaining provisions of the contract dated October 20, 2004 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: City of Key West Clerk CA"..As J4�� CI (SEA-) ATTEST: DANNY L. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Deputy Clerk ayore/'Chairman MONROE Cl--JUNT'Y ATTORNEY A ED AS T FM`=— ANjX NE U TON ASSISTANT gUNgTTORNEY ',are_==_�,��/LS Grant Awa; Agreement This Interlocal AGREEMENT dated the L Ada - Y of � , � 200 �' 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 CITY OF KEY WEST, a municipal corporation, 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 has included operations and maintenance costs of the facility in its annual budget; and WHEREAS, Grantee has applied for funding for the McCoy Indigenous Park Habitat and ADA Improvements project to improve and rehabilitate the McCoy Indigenous Park property hereinafter "the Property"; 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 improve, repair and rehabilitate the property for use as a 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 October 1, 2004 through September 30, 2005. 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 construction of lirmanent rd habitat structures, connection of bird waste disposal system to sewer, and trail improvements including slip -resistant surfaces, ramps and swing gates, as described in the funding application. All work for which grant funds are to be expended must be completed by the stated termination date of September 30, 2005 and all invoices pertaining to this project shall be submitted to the Finance Department of Monroe County no later than September 30, 2005 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 Annalise Mannix-Lachner, P.E., Manager, Engineering Services, City of Key West, whose address and phone number are 604 Simonton Street, Key West, FI. 33040, and 305-292-8195. 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 the contract and shall require the contractor 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 the contractor, Grantee shall provide County with an amended contract executed by Grantee and its contractor. 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 an independent consultant if necessary, required to establish that materials which are purported to be applied to the project are in fact so applied. 3. AMOUNT OF AGREEMENT AND PAYMENT. The Grantor shall provide an amount not to exceed $127,000 for materials and services used to improve, rehabilitate, repair and renovate the property. 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 BOCC. a) Payment for expenditures permissible by law and County policies shall be made through reimbursement to Grantee upon presentation of Application for Payment Summary — AIA Document G702, invoices, canceled checks and other documentation necessary to support a claim for reimbursement. Included in said documentation shall be proof that the Grantee has received and applied to the property matching funds equivalent to or greater than the amount invoiced to the Grantor. 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. Final payment will not be made until the following documents are complete and submitted to the Grantor: AIA Document G-702 Application for Payment Summary AIA Document G-704 Certificate of Substantial Completion AIA Document G-706 Contractor's Affidavit of Debts & Claims AIA Document G-706A Contractor's Affidavit of Release of Liens AIA Document G-707 Consent of Surety to Final Payment Final Release of Lien Affidavit and Partial Release of Lien All payment requests must be submitted no later than the completion of project of September 30, 2005. Invoices received after September 30, 2005 will not be considered for payment. b) Grantee may elect to have vendors and contractors paid through the direct vendor method, upon submission of appropriate documentation as outlined above and a specific request that payment be made directly to the vendor or contractor rather than to Grantee. c) Application of matching funds requires actual payment of the matching funds, or, in the alternative, a commitment of said funds and that the portion of the project for which the matching funds are to be used has been sufficiently completed to require payment of said matching funds. Mere obligation through execution of a contract or approval of a budget item to be paid from matching funds will not suffice. d) 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 the schedule of values attached hereto and incorporated herein as Exhibit A 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 sued by the project architect, engineer, general contractor or project manager. Photographs showing progress on project shall be included in any payment request. e) Grantee must submit all documentation for final payment on or before the termination date of this grant of September 30, 2005. Invoices received after September 30, 2005 will not be considered for payment. f) At any time that the documentation requirement policies of Monroe County are revised, Grantee shall comply thereafter with such increased requirements, or further funding under the agreement may be terminated by County. g) 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 complete and sign a Property Reporting Form 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 retain ownership of said property in the Grantee. The following terms shall apply: (i) The Grantee shall have the use of the equipment and other personal property 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. (ii) At such time as any of the conditions in sub -paragraph (i) above cease to exist, the Grantee shall transfer ownership and possession of equipment and personal property to alanother not -for -profit organization which is a facility for which tourist development taxes may be used pursuant to Florida Statute; and refund to the County the amount of Tourist Development funding received for the real property phases of the project at such time that the Grantee demolishes the project facility or divests itself of ownership or possession of the real property, or the use of the property no longer has a primary purpose of promoting tourism. 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 provide financial reports in summary of activity on forms provided or approved by the TDC, and quarterly narrative reports of activity under the approved work plan. 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. 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. (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. 4 (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 shalt 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 they 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 pit 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 immediate) y 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 5 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. 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 HARMLESS/INDEMNIFICATION. The Grantee hereby agrees to indemnify and hold harmless 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 result 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. 6 (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) Tide 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 5(4 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 VI11 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, 2005. 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 tens specified herein, this agreement may then be terminated immediately by written notice of tenination 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 in4dnd 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. 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) Attorneys 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 -cif -pocket expenses, as an award against the non -prevailing party, and shall include attorneys fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings 8 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. (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. (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 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 office- 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 Grantee agrees that the Countvis y shall have the right to terminate this Agreement without ion, the 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. 9 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 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. 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 insurance showing that the aforesaid insurance coverage's are in effect. 21. NOTICE. Any written notice to be given to either party under this agreement or related hereto shall be addressed and delivered as follows: 10 For Grantee: Annalise Mannix-Lachner, P. E. Manager, Engineering City of Key West 604 Simonton Street Key West, Florida 33040 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 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 11 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 proceedingas 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. 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 . KOLHAGE, CLERK By: Deputy Clerk (SEAL) ;ITT V ::M� f Cl i BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Mayor/Chaiiihan - f 1.. CITY OF,KEY WEST - � �v`Y �ry 7- PART V: PROJECT BUDGET AND TIMETABLE - ALL PROJECTS 1. Cost Estimates: List all major work items and the estimated costs of each. If the project is phased, segregate clearly those costs for the phase to be assisted by the TDC funds requested. All phases and total estimated cost of the entire project must be listed here. Phase 1: Construction: Total cost of phase/project for which funds are requested: (not to exceed 50% of the total project cost: a)Phase 1 b)Project $254,000 Percentage of TDC funds requested of Total Budget: (not to exceed 50% of the total project cost) a)Phase 1 _ b)Project 50% ($ 0721 00) 2. Confirmation that signed, sealed bid process was utilized for acquiring architectural services, or that project does not require architectural services. Design development has been performed by the City Engineering Department. Construction will be bid out to a private contractor. 3. Matching Funds. List the sources and amounts of confirmed matching funds. (For items involving personnel, include the number of hours to be spent on the project activities and their per -hour value). These funds must not be expended before execution of a Capital Project Agreement. Prior donated services or expenditures are not acceptable as match for grant funds. No more than fifty (50%) percent of matching funds or twenty-five (25%) percent of the total project shall be in -kind services. e) 0 g) h) Please indicate any critical dates and explain why they are critical. 4. What is the total project cost: $ 254,000 5. Length of time for project completion (months and year(s): 12 months EXHIBIT B PROPERTY REPORTING FORM FOR TDC CAPITAL PROJECT GRANT AWARD - GRANTEE: List non -expendable equipment/personal property (not including software) costing S 1,000 or more and purchased under the above Contract. Complete the serial number, cost, location, address, and control number assigned to item by Grantee in appropriate columns of this form. The Grantee shall establish a unique identifier for tracking all personal property, and shall provide access to said property by the TDC, BOCC, or any agents thereof, or the State Controller, upon request. Attach copy of invoice, bill of sale, or other documentation to support purchase. GRANTEE: Signed by Grantee's Project Manager: DATE: BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: APRIL 18, 2007 Division: TDC Bulk Item: Yes X No _ Department: Staff Contact Person/Phone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval is requested of an Amendment to Agreement with the City of Key West to extend the termination date for the White Street Pier Rip Rap project to March 31, 2008 to allow time to complete the project. ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: BOCC approved original agreement at their meeting of October 18, 2006 CONTRACT/AGREEMENT CHANGES: Amendment to extend STAFF RECOMMENDATIONS: Approval TOTAL COST: $43,750 BUDGETED: Yes X No COST TO COUNTY: $43,750 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes X No AMOUNT PER MONTH Year APPROVED BY: County Atty X *urchasing X Risk Management X DOCUMENTATION: Included X Not Required DISPOSITION: AGENDA ITEM # Revised 11/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: City of Key West Contract # Effective Date: 10/18/06 Expiration Date: 3/31/08 Contract Purpose/Description: Approval is requested of an Amendment to Agreement with the City of Key West to extend the termination date for the White Street Pier Rip Rap project to March 31 2008 to allow time to complete the project Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 4/18/07 Agenda Deadline 4/3/07 CONTRACT COSTS Total Dollar Value of Contract: $ 43,750 Current Year Portion: $ Budgeted? Yes® No ❑ Account Codes : 117-77040-530340-T77K-596-X-530340 Grant: $ County Match: $ ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc. CONTRACT REVIEW Changes Date Out D to In Needed }e Division Director =� Yes[:]No❑ t-'�C�L�CC�z Risk Manag ent � ��.-.� 1 Yes No � , �f� � .4 ❑ t`.`' �` w C�,,,�c OWB./Purchasing 10 Yes[:] Nod County Attorney Yes[:] Noe— S.Grimslev Comments: ...•aai a vaaaa i�v♦ --1-/I lv�Vl TtG AMENDMENT 11st AMENDMENT TO INTERLOCAL AGREEMENT THIS AMENDMENT to agreement (Amendment) dated the day of 2007 is entered into by and between the Board of County Commissioners for Monroe County, Florida on behalf of the Tourist Development Council, and The City of Key West, a municipal corporation; WHEREAS, there was an agreement (Agreement) entered into on October 18, 2006, between the parties, awarding $43,750 to the City of Key West for the White Street Pier Rip Rap Installation Project; and WHEREAS, it has become necessary to extend the Agreement for an additional period of time to allow for completion of work; and NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to amend the Agreement as follows: 1. The contract period as outlined in Paragraph 1 is extended from September 30, 2007 to March 31, 2008. 2. The remaining provisions of the Agreement dated October I e, 2006 remain in full force and effect. IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. (SEAL) Attest: Danny L. Kolhage, Clerk Deputy Clerk (SEAL) Attest: By: Ci lerk P int Name Amendment # 1 City of Key West: White Street Pier Rip Rap Board of County Commissioners Of Monroe County, Florida By: Mayor/Chairman MONROE COUNTY ATTORNEY 1 PROV AS TO FORM; �$US M. GRfMS�E AIIISTA CO NTYATTORNEY Date _. The City of Key West 4a4yor Print Name Inter -local Agreement with The City of Key West This AGREEMENT dated the i day of Od*kk 2006, 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 the City of Key West, 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 -profit corporations, and WHEREAS, Grantee has applied for funding for the White Street Pier Rip Rap Installation 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 improve the property for use as a fishing pier 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 October 18, 2006 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: Segment 1: Design, permitting and project management. Segment 2: Enter into contract for construction services; Place 1000 feet of protective rip rap at a 2:1 slope along the Westside and end of White Street Pier; Project 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, 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 Janet Muccino, Project Manager, P.O. Box 1409, Key West, FL 33041 (Telephone: 305-296-0232/Fax: 305-296-7909/E-mail: rflowers(cr�keywestcity com). 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. City of Key West — White Street Pier Rip Rap Capital Project Funding FY 2007 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. (li) 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 $43,750 (Forty Three Thousand, Seven Hundred and Fifty 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 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 BOCC. City of Key Wcst White Street Pier Rip Rap Capital Project Funding FY 2007 2 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—AIA 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: AIA Document G-702 Application for Payment Summary AIA Document G-704 Certificate of Substantial Completion AIA Document G-706 Contractor's Affidavit of Debts & Claims AIA Document G-706A Contractor's Affidavit of Release of Liens AIA 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 AIA 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. City of Key West - White Street Pier Rip Rap Capital Project Funding FY 2007 3 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 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 City ot'Key West White Street Pier Rip Rap Capital Proiect Funding FY 2001 N 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 BOCC. (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 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. City oC Key West White Street Pier Rip Rap Capital Project Funding FY 2007 5 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, g 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 they 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 City of Key West - White street Pier Rip Rap Capital Project Funding FY 2007 6 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. 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 HARMLESS/INDEMNIFICATION. The Grantee hereby agrees to indemnify and hold harmless 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 City of Key West White Street Pier Rip Rap Capital Project Funding FY 2007 7 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 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 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 City of'Key West White Street Pier Rip Rap Capital Proicct Funding FY 2007 M. 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. 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) 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. City of Key West White Street Pier Rip Rap Capital Project Funding FY 2007 9 (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. 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. (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 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 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. City of' Key West White Street Pier Rip Rap Capital Proiect Funding FY 2007 10 (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 CATEGORY 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. 3. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single limit per occurrence. City of Key West White Street Pier Rip Rap Capital Project Funding FY 2007 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) 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 TDC 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: Janet Muccino City of Key West P.O. Box 1409 Key West, FL 33041 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 City of Key West — White Street Pier Rip Rap Capital Project Funding FY 2007 12 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 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 City of Key West White Street Pier Rip Rap Capital Project Funding FY 2007 13 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. 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 C7 Deputy Clerk (CQQFi 'ORATE SEAL) Print Name OR TWO WITNESSES (1) Print Name City of Kcy West White Street Pier Rip Rap Capital Project Funding FY 2007 Board of County Commissioners of Monroe County Mayor/Chair an City of Key West Mayo — Mia &- k M (� &��00 Print Name (2 Print Name MONROE COUNTY ATTORNEY APPROVED AS TO FORM: SU N M. QRIMSL Y 14 Dot SSISTA` T COUNTY ATTORNEY 3 �� H m W 9 v0 �v ya u Jo- 0 v c .0 �a a, C. aQ E a, ouw v= a� 3 � o �+ =E v c .O 0 E, a alD ,o N 4 C� E oc •va, Ln N w 40. Ooo.o •_ 0 N cn �- c •� O V) y .. U 1 ax, c a w �. — to •y z 0: 's •-C 0 0 a-- 5 � W W w o 0 a m U E a! - Q Q u z z z zl a .r. r- c t U a �o 0 U ---------------------------------------------------------------------------- --- 9 014 0 0 �o 00 cY) � c C) O �o Ln C C) C: C)� �0 D c •� 'N w •� 3N(D Ln N-� c (DoC) 0 4- a U � N u u o U Q ,s, LJ h Il N Z LL O O CN Q 0 ry Q N CL N N L to 14 ff m BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: APRIL 18, 2007 Bulk Item: Yes X No Division: TDC Department: Staff Contact Person/Phone #: Maxine Pacini 296-15 52 AGENDA ITEM WORDING: Approval of an Amendment to Agreement with Dove Creek Lodge, LLC covering the Ghost Hunt to revise dates in Agreement to August 10-11, 2007. ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: CONTRACT/AGREEMENT CHANGES: Amendment to revise dates STAFF RECOMMENDATIONS: Approval TOTAL COST: $4 350 BUDGETED: Yes X No COST TO COUNTY: $4,350 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes X No AMOUNT PER MONTH Year APPROVED BY: County Atty X OMB/Purchasing X Risk Management X DOCUMENTATION: Included X Not Required DISPOSITION: Revised 11/06 AGENDA ITEM # MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Dove Creek Lodge Contract # LLC Effective Date: 10/18/06 Expiration Date: 12/7/07 Contract Purpose/Description: Approval of an Amendment to Agreement with Dove Creek Lodge, LLC covering the Ghost Hunt to revise dates in Agreement to August 10-11, 2007. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 4/18/07 Agenda Deadline: 4/3/07 CONTRACT COSTS Total Dollar Value of Contract: $ 4,350 Current Year Portion: $ Budgeted? Yes® No ❑ Account Codes:-115-75022-530340-T75F-473-X-530480 Grant: $ 115-75022-530340-T75F-473-X-530410 County Match: $ Estimated Ongoing Costs: $_ (Not included in dollar value above ADDITIONAL COSTS /yr For: (eg. maintenance, utilities, CONTRACT REVIEW salaries, Changes Date Out ate jn Needed Division Director Yes[:] NoE Risk Mana men��� Yes❑ NoEj-- 1 O.M.B./Pl casing 3 6 OTYes❑ No[� County Attorney 2 22. Yes[:] Noa S.Grimsle I Comments: FMB Form Revised 2/27/01 MCP #2 IV AMENDMENT Ost 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 Dove Creek Lodge, LLC. WHEREAS, there was a contract entered into on October 18, 2006 between the parties, awarding $4,350 for the production of the Ghost Hunt on September 7-8, 2007; and WHEREAS, it has become necessary to revise the dates of event; and NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: Paragraph 1 of the agreement shall be revised as follows: County shall pay a sum not to exceed $4,350 (Four Thousand Three Hundred and Fifty Dollars) for promotion and related expenditures, as described in the event budget, attached hereto as Exhibit B, for production of the Ghost Hunt on August 10-11, 2007 ("Event"). 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. 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 Deputy Clerk (CORPORATE SEAL) Attest: By. Secretary Print Name OR TWO WITNESSES (1) (1) Print Name Amendinent #1 Ghost Hunt Tournament Board of County Commissioners of Monroe County Mayor/Chairman Dove Creek Lodge, LLC s By President 4 )�� 6 � '('G� I IONROE COUNTY ATTORNEY ! �— APPR ED AS TO FORM: Print Name , sU,4AN M. GRIMSLE ASSI5 NT COUNTYATTORNEY Date e2 • 2 Z —O 7 (2) (2 Print Name Page 1 of 1 Pacini-Maxine From: fiishumbrella@aol.com Sent: Thursday, February 22, 2007 12:46 PM To: AdminAsst@Fla-Keys.com Subject: Re: Dove Creek Lodge's Ghost Hunt Tournament FKFT has not problem with Date Change for Dove Creek below. Christina -----Original Message ----- From: jamiee@dovecreeklodge.com To: FishUmbrella@aol.com Sent: Fri, 16 Feb 2007 1:05 PM Subject: Dove Creek Lodge's Ghost Hunt Tournament Christine, We currently have contracted the Ghost Hunt for September 6 - 7, 2007, but are asking to change the date to August loth and llth, 2007. The September dates are the weekend after Labor Day and just before the Baybone Tournament which we also will host. We looked over other possible dates and have decided that the August dates would suit everyone better; its before most schools begin and we feel that we will all benefit from a more captive audience. In speaking with other guides around the area, they are in agreement that this would be a great "warm up" event for the Baybone Tournament in September. Please let me know what else I may do to assist with the movement of these dates. If you send an addendum, I will forward on to Howard Kolbenheyer, the owner of the Dove Creek Lodge and person to sign the contract. Thank you for your cooperation. Jamie Esterline General Manager Dove Creek Lodge 147 Seaside Avenue Key Largo, Florida 33037 Ph: 305-852-6200 Fx: 305-852-6344 E-Mail: jamiee@dovecreeklodge.com www.dovecreekiodge.com Check out the new AOL. Most comprehensive set of free safety and security tools, free access to millions of high -quality videos from across the web, free AOL Mail and more. 2/22/2007 Page 1 of 1 Pacini-Maxine From: fishumbrella@aol.com Sent: Thursday, February 22, 2007 12:46 PM To: AdminAsst@Fla-Keys.com Subject: Re: Dove Creek Lodge's Ghost Hunt Tournament FKFT has not problem with Date Change for Dove Creek below. Christina -----Original Message ----- From: jamiee@dovecreeklodge.com To: FishUmbrella@aol.com Sent: Fri, 16 Feb 2007 1:05 PM Subject: Dove Creek Lodge's Ghost Hunt Tournament Christine, We currently have contracted the Ghost Hunt for September 6 - 7, 2007, but are asking to change the date to August loth and llth, 2007. The September dates are the weekend after Labor Day and just before the Baybone Tournament which we also will host. We looked over other possible dates and have decided that the August dates would suit everyone better; its before most schools begin and we feel that we will all benefit from a more captive audience. In speaking with other guides around the area, they are in agreement that this would be a great "warm up" event for the Baybone Tournament in September. Please let me know what else I may do to assist with the movement of these dates. If you send an addendum, I will forward on to Howard Kolbenheyer, the owner of the Dove Creek Lodge and person to sign the contract. Thank you for your cooperation. Jamie Esterline General Manager Dove Creek Lodge 147 Seaside Avenue Key Largo, Florida 33037 Ph: 305-852-6200 Fx: 305-852-6344 E-Mail: jamiee@dovecreeklodge.com www.dovecreeklodge.com Check out the new AOL. Most comprehensive set of free safety and security tools, free access to millions of high -quality videos from across the web, free AOL Mail and more. 2/22/2007 FUNDING AGREEMENT THIS AGREEMENT is made and entered into by and between Monroe County, Florida, a political subdivision of the state of Florida ("County"), and Dove Creek Lodge, LLC ("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 $4,350 (Four Thousand Three Hundred and Fifty Dollars) for promotion and related expenditures, as described in the event budget, attached hereto as Exhibit B, for production of the Ghost Hunt on September 7 — 8, 2007 ("Event"). 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. 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 TDC and County. The agencies of record, shall receive payment of work in Droaress Ghost Hunt Fishing Umbrella Funding FY 2007 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 event. 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 December 7, 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. 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 Ghost Hunt Fishing Umbrella Funding FY 2007 1) 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. either: Event Sponsor shall provide, to the County, as satisfactory evidence of the required insurance, 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 Sponsors 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 Ghost Hunt Fishing Umbrella Funding FY 2007 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. IN WJTNESS WHEREOF, each party has caused this Agreement to be executed b 't d allL lzpa, repro�entative, the �Gt (SEALS Atte �n �, Ihage, Clerk Dep ty Clerk (CORPORATE SEAL) Attest: By. Secretary Pnnt Name OR (1) Witness Print Name (2) Witness Print Name Ghost Hunt Fishing Umbrella Funding FY 2007 i m day of 2006. y s y Board of Count Commissioners of Monroe Co �rI yt i, Mayor/Chairman Dove Creek Lodge, LLC 1 By'z� President/Event Sponsor ` �I)e Print Name LCAIjELI- MONROE COUNTY ATTORNEY APPROVED AS TO FORM: i SUrS M. GRIMSL ASSISTA T COUNTY ATTORNEY 6 ,�2 '� -&6 4 FLORIDA KEYS FISHING TOURNAMENTS, INC., TOURNAMENT SCHEDULE OF EVENTS FISCAL YEAR 2006-20,07 Exhibit A PRINT TOURNAMENT NA�JE DAY 1 A:•l LINES IN WATER PM LINES OUT OF WATER PM EVENING EVENT PM WEIGH-IN OVER PM OTHER EVENT DAY 2 4- j1 0 AM LINES IN WATER r v PM LINES OUT WATER d (� PM EVENING EVENT OV PM WEIGH-IN OVER PM OTHER EVENT DAY 3 AM LINES IN WATER PM LINES OUT WATER PM EVENING EVENT PM WEIGH-IN OVER PM OTHER EVENT DAY 4 AM LINES IN WATER PM LINES OUT WATER PM EVENING EVENT PM WEIGH-IN OVER PM OTHER EVENT EXHIBIT B BUDGET BREAKDOWN FLCRI DA KEYS FISHING TCURNrTENTS, OCTCBER 1, 2006 70 SE27EM'3ER 30 2C07 Ghost Hunt TCURNA!,?ENT NA2IE Sept. 7-8, 2C07 TOURNAMENT DATE DIRECT MAIL & POSTAGE BROCHURES, POSTERS, PROGRAMS, PATCHES TROPHIES PHOTO PROGRAM MEDIA ADVERTISING T—SHIRTS, CAPS, JACKETS *GENERAL NON —ALLOCATED $ --c-- $1,OOO.00 $ 50.00 $2,000.00 $ 800.00 $ 4CO.O0 $4,350.00 *GENERAL NCN—ALLOCATED IS NOT TO EXCEED 15% OF THE TOURNAMENTS TOTAL BUDGET. *TOURNAMENTS CAN NOT EXCEED MORE THAN 30's OF THE TCTAL BUDGET IN TRCPHY LINE ITEM EXCEPT LEN TOURNAMENTS GET SPECIAL APPRCVAL FROM FKFT, INC. THE [-LORIDA KEVS KEY WEST MONROE (OUNTY TOURIST DEVELOPMENT (OUN(IL Come as you arc® THE [-LORIDA KEVS KEY WEST MONROE (OUNTY TOURIST DEVELOPMENT (OUN(IL Come as you arc® THE F RIDA KEYS & KEY WLST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Comc as you arc® THE FAR DA KEYS WILST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Comc as you arc® MW1 DO R -ID A KFyWLST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are° M 1 DO R -ID A K KEY WLST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are° THE FLORIDA KEMKEYWEST THE [-LORIDA KEVS WYWEST MONROE (OUNTY TOURIST DEVELOPMENT(OUN(IL MONROE (OUNTY TOURIST DEVELOPMENT (OUNOL Come as you arcCome as you are® THE �LORIDA KEVS &KEYWEST THE [-LORIDA KEMKEYWEST MONROE (OUNTY TOURIST DEVELOPMENT(OUN(IL MONROE (OUNTY TOURIST DEVELOPMENT(OUN(IL Come as you arcComc as you arc" THE F RIDA KEYS � KEY WEST T I F RIDA KEYS � KEY WEST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Comc as you arc® Come as you arc® THE 1IORIDA KEYS � KEY WEST TN1 1IORIDA KEYS � KEY WEST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Comc as you arc® Comc as you arc® N-1 DO R -ID A K KEY WN MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are® M-1 FAR IDA K VyCST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are® fluFLORIDA KKEVWEST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you area M 1 FLOIDA K FyWLST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are® MW1 DO R -ID A K VyWLST MONROE COUNTYTOURIST DEVELOPMENT COUNCIL Come as you are® TNI FLORIDA KKLYW�ST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you area fluFLORIDA K�KLY ST TA ORIDA K KLY ST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are' Come as you are' MCTG-3125 New Logo Slick L01 1"16 umn MONROE COUNTY. FWRIDA RAat Fir walvor of Itnnrasa Rsquhvumts It is eagasted *At dw ima wO fib% a *WdW is do CawWs Sdo&k at wwwwas Raquk==M be wstvo d or awdtltsd an d10 lbt MIM 0000za Co.asdors v e ClreeL LL C CSE&Wfor:,Im* < E Os-t- a4Ln+ Address o(CoMrwbn CtO TDC Ate Maxie Moaos 301-196.1352 Saspo o[ Worlts Ron" ow wal"n ....mil. lomAw Wakw wia"totSK SAp.an o(c4a&actsrs Not AppmVed am Maaapasoau Dow -)�)-C- Cosaty Adnbbbufar Appeals Aa►pro"d not Appr.,,W D.1K soard otCooatY coo.nibboaars Appost App mved Not Approved Mood" Deem Adakdoondos InAmetba "M.2 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: APRIL 18, 2007 Bulk Item: Yes X No _ Division: TDC Department: Staff Contact Person/Phone 4: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval of an Amendment to Agreement with Dolphin Research Center, Inc. to extend termination date to March 31, 2008 and revise Exhibit A. ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: BOCC approved original agreement at their meeting of October 181h, 2006 CONTRACT/AGREEMENT CHANGES: Amend to revise exhibit A and extend date of agreement STAFF RECOMMENDATIONS: Approval TOTAL COST: $47,200 BUDGETED: Yes X No _ COST TO COUNTY: $47,200 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes _ No _ AMOUNT PER MONTH Year APPROVED BY: County Atty X O rchasing X Risk Management X DOCUMENTATION: DISPOSITION: Revised 11/06 Included X Not Required, AGENDA ITEM # MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Dolphin Research Center Contract 4 Inc. Effective Date: 10/18/06 Expiration Date: 3/31/08 Contract Purpose/Description: of an Amendment to Agreement with Dolphin Research Center Inc. to extend _Approval termination date to March 31, 2008 and revise Exhibit A. Contract Manager: Maxine Pacini 3523 TDC 4 3 (Name) (Ext.) (Department/Stop 4) for BOCC meeting on 4/18/07 Agenda Deadline 4/3/07 CONTRACT COSTS Total Dollar Value of Contract: $ 47,200 Current Year Portion: $ Budgeted? Yes® No ❑ Account Codes : 119-79040-530340-T79B-592-X530340 Grant: $ County Match: $ Estimated Ongoing Costs: $_ (Not included in dollar value above ADDITIONAL COSTS /yr For: (eg. maintenance, CONTRACT REVIEW anitorial, salaries, etc. Changes Date Out De/In Needed r Division Director j� Yes❑ NoP Risk Manag mentb ��� Yes[-]Noa O.B./PurchaSing _3113 lo-r Yes[-] No[j County Attorney 3 0 Yes[-]No[� S.Grimsley Comments: UM13 Norm Kevisea zi/-nu i ivit.r +ram AMENDMENT fist 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 Dolphin Research Center, Inc. WHEREAS, there was a contract entered into on October 18, 2006 between the parties, awarding $47,200 to the Dolphin Research Center, Inc. for the Hurricane Damage Recovery Project, and WHEREAS, Exhibit A needs to be revised to break segment 2 into two segments, therefore creating a segment 3: and WHEREAS, the contract needs to be extended for an additional period of time to allow for completion of project; NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: Exhibit A of the Agreement dated October 18, 2006 shall be revised, and attached hereto. 2. Paragraph 1 of the Agreement shall read as follows: GRANT AGREEMENT PERIOD. This Agreement is for the period of October 18, 2006 through to March 31, 2008, This Agreement shall remain in effect for the stated period unless one party gives to the other written notification of termination pursuant to and in compliance with paragraphs 7,12 and 13 of original agreement All payment requests must be submitted no later than the completion of project of March 31, 2008. Invoices received after March 31, 2008 will not be considered for payment 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 Deputy Clerk (CORPORATE SEAL) Attest: By, Secretary Print Name OR TWO WITNESSES (1) (1) Print Name Board of County Commissioners of Monroe County Mayor/Chairman Dolphin Research Center, Inc. By ahho - d r President JAYn%l-- SNA/JfUON - A0& C�iF-z- MONROE COUNTY ATTORNEY Print Name aM. (2) (2) Print Name Ff RO D AS TO FO S AN M (G3 MSLEY A89I9 NIT 0 UN� Y ATTORNEY Date .S Amendment #1 Dolphin Aesc=h Center. (Hurricane Damage Recovery project Q� v U 0 n E L CL U n F- E v7 0 0 0 0 0 0 0 LO I'd c-i cl U O O O � L L Q. O U CIL O� .� U O 'Q 00 V) O U p i «- N N L O O N O U 0 U-0— O .N O Lo NU - o0 ralir N n t /� L L. O Q. E E O N n N c x U O E O ,_ I- O m � � U Q O 0 O .� Q o U O � Q O U U O O o O - O - N E3-�� O O O «� 0 0 O O �-0 vT OO 0 O 0 .� E V/ X 0 O _0 O 0- Q Q. U O O U NUo U oo 0 N N a� 0 0 N LL- U u N a� iE Q 0 0 r dI ------------------------------------------------------------------------------------------------------------------------- �II O 00 00 O O O 00 O � O O O O O O O O O O� O O OLO N LO O LO �o uj O O O L 0) L.O O O L x_ 70 O 33 o h- o Q =° C3 �33 3 � 3 0 Qom °N -kz� � �co 3 � o Q �' � o ° X o° ° o��� �����°Noo�o��-a� �o�o n--�0u ����'o� ���Q�L� 3�0� a,''��� L��OO°� a�QO0� Q0�� o ° 0 V) c U Q 0 �- O -- o �, N O O Q U N cn cn O °� — O" O U - O Q OU N N O -a U O� O E O 0 O 0 p 0 �= O O-0 O O O N +- O �- O p �� Q O p O , p O 3 Q.� O> p 0) Loy, �a� L70 o��3Q��� ��=-+- LE�� U 0 • • 01. • • • • 0 • • Ali O O O O 0 64 p a O O U 0 F- 0 0 0 0 0 oo 6 110 0 CD CD 0L 0 0 `r' "' o, '— `O ,O L O O U N = > N N > (� U QC 0-0-- Q O N O N- C O O O N w O U ' U Q� N N N Lu N Lo O r- Cll O p U O N O > Q N Q p C O N Ua-"- O OOU U N U } Q O O N U n O n N C N O U O p O D Oa� �� ���U��0 O p N Q O p U O— p— O N >. U 3 co O p O O C U O N } E U O� O U N C O U in () 0 • 0 • • • m W 0 0 Lo N r- 0 L O U 0 0 o 0 0 0 0 0Lo o as d N O U 0 "0- c�i O O O -- O `n c LO c o r +- QO co E > O O N x O 4- �- o X n -Q � o � O x = O U •- Q O O ( ``- 5 C O o U (A O � O� �_ D 3 O Q L O O N Q o a) -/�� — a) — 0) C: V) 0 cal 0-0l O L U •� a p O o`.`_ O a� Q � x i- U O /� Cj N O E `�' O Grant Award Agreement This AGREEMENT dated theIM day of Ld& 2006, 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 the Dolphin Research Center, 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, 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 Damage Recovery 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 repair and restore the property for use as a zoological park which 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 October 18, 2006 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: Segment 1: Front slab resurfacing; Dolphin beaching platform; Observation Platform 1; Interactive program tray; Customer service tiki; Gift shop awning. Segment 2: Sea Lion Habitat; Disability Access Equipment; Landscaping; Observation platform 2 and 3. 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 Armando Rodriguez, 58901 Overseas Highway, Grassy Key, FL 33050 (Tel: (305) 289-1121 Ext. 220/Fax: (305) 743- Dolphin Research Center Capital Project Funding FY 2007 76271E-mail: mandy@dolphins.org). 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 $47,200 (Forty Seven Thousand and Two Hundred Dollars) for materials and services used to repair and restore 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 Dolphin Research Center Capital Prgiect Funding FY 2007 2 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 BOCC. 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— AIA 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: AIA Document G-702 Application for Payment Summary AIA Document G-704 Certificate of Substantial Completion AIA Document G-706 Contractor's Affidavit of Debts & Claims AIA Document G-706A Contractor's Affidavit of Release of Liens Dolphin Research Center Capital Prgiect Funding FY 2007 3 AIA 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 AIA 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 Dolphin Research Center Capital Project Funding FY 2007 4 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 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 BOCC. (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 Board of County Commissioners for Monroe County, or Dolphin Research Center Capital Project Funding FY 2007 5 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 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, Dolphin Research Center Capital Project Funding FY 2007 6 or physical or mental handicap where the handicap does not affect the ability of an individual to perform in a position of employment, and to abide by all federal and state laws regarding non-discrimination. b) Anti -kickback. Contractor warrants that no person has been employed or retained to solicit or secure this Agreement upon an Agreement or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of the Contractor has any interest, financially or otherwise, in contractor. For breach or violation of this warranty, the Contractor shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. Contractor acknowledges that it is aware that funding for this Agreement is available at least in part through the County and that violation of this paragraph may result in the County withdrawing funding for the Project. c) Hold harmless/indemnification. Contractor acknowledges that this Agreement is funded at least in part by the County and agrees to indemnify and hold harmless the County and any of its officers and employees from and against any and all claims, liabilities, litigation, causes of action, damages, costs, expenses (including but not limited to fees and expenses arising from any factual investigation, discovery or preparation for litigation), and the payment of any and all of the foregoing or any demands, settlements or judgments (collectively claims) arising directly or indirectly from any negligence or criminal conduct on the part of Contractor in the performance of the terms of this Agreement. The Contractor shall immediately give notice to the County of any suit, claim or action made against the Contractor that is related to the activity under this Agreement, and will cooperate with the County in the investigation arising as a result of any suit, action or claim related this Agreement. d) Insurance. Contractor agrees that it maintains in force at its own expense a liability insurance policy which will insure and indemnify the Contractor and the County from any suits, claims or actions brought by any person or persons and from all costs and expenses of litigation brought against the Contractor for such injuries to persons or damage to property occurring during the Agreement or thereafter that results from performance by Contractor of the obligations set forth in this Agreement. At all times during 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. Dolphin Research Center Capital Project Funding FY 2007 7 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. 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 HARMLESS/INDEMNIFICATION. The Grantee hereby agrees to indemnify and hold harmless 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 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 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 Dolphin Research Center Capital Project Funding FY 200? 8 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 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 Dolphin Research Center Capital Proiect Funding FY 2007 9 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. 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 Dolphin Research Center Capital Project Funding FY 2007 10 discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. (e) Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and 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. (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 Dolphin Research Center Capital Project Funding FY 2007 public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, sub -contractor, or consultant under a Agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the 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 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 Dolphin Research Center Capital Project Funding F1' 2007 12 • 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 TDC 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: Armando Rodriguez 58901 Overseas Highway Grassy Key, FL 33050 For Grantor: Lynda Stuart Monroe County Tourist Development Council 1201 White Street, Suite 102 Key West, FL 33040 and Susan Grimsley, Asst. County Attomey 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 Dolphin Research Center Capital Project Funding FY 2007 13 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. Dolphin Research Center Capital Project Funding FY 2007 14 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 c;;Deputy Clerk (CORPORATE SEAL) Attest: By. Secretary Print Name OR TWO WITNESSES (1) Dolphin Research Center Capital Project Funding FY 2007 Board of County Commissioners of Monroe County Mayor/Chairman Dolphin Research Center, Inc. By -1 .- C-A ad 1 . . President Av,U� Jr+Ftnrnien1 - 6 iC 6:7 Print Name (2 MONROE COUNTY ATTORNEY APPROVED AS TO FORM: �i $ SAN M. GRIMSILEY ASSISTANT COUNTY ATTORNEY Date `� / ( ( 15 • Q (D o(DN o0 0- 05- n Q C O Q �J0� J =tn O Q O O x o3o3 O 0 o N Q -+ o Q O (D 0— 0 � o Q (D Q -O Q n U, Q O O n ten - (D 0 Q O- :3 O QO- v) cD O nQ-11 O Q O Q 0-- Q n �. Q Q O 3 Q - — O O = x Q J c ((DD 0 3 '�• Vf ■ n O O n. O , 3 Q -Q Q: Q O CQ � � � � O O O (D -+ -� (D O (D O n O Q cn Q n� O n O cn cD Z7 (D 00 0 Q (D Q n (D n C7 N �v 0 CIO 0 00 O 00 O CIO O O O Q 0 0 o Ic n no IO c c �D c (3n a(D c ?ate (D r;' O (D y3o 3 O O 3 C rn m m 7000 -m -M D-0rn (/) 0 V / m m Z = O 0 � (D CD v' O Q Q Q = n N (D CD (D n O 57 wk 0 LOS o1 . • o . . . -- . cD _ o O N C Cn O __ Q O CAD O n Cn -� ��° _ i° o cDn Q c --I cn O n Q Q 00 -0 O Q Q O n cn 0% Q Qo Q O CQ CD p Q I O CD CD CD CD CO O D �0 Q O Q -+ _ cD - 0--a o -+ Cp�� -Q �Q O cD 3 7 C cD: 0-70 O N Q Lc Z Q - -fi Q o- X c _ _+ o cD D .'O cD oQQV n D O � Q Q XcD --CD ° O -� c- � 0D C� cDO cD -� O 0 Q o„ 0 - �L< O D�N ( �-0- �o��°°3Q� boo cD�Q 'N:-° -- � Q Qon ' �Q O Q O 0- cD -fi 3 O Q n O Ln cn Cn O- Cn 0 Cn cn Cn Cn 0 0 0 0 0 0 0 OW 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ------------------------------------------------------------------------------------------------------------ o' m X N c p D o• • C ' C)• • cn (D (D _ (D (D cn c (DD Q C Q n Q (D n p �. O (D (D (D n Q O O= Q < Q_ , 0 n cD O �, Q- ov — O G (� O Q '% Q C) (D (D < i -C�+ p 7 (DQ (D (D cn 3 10 O fir- ON p -�+ O IN n ; � 0-n Q - �. Q 0 (Q — p (D cn �cn 0 C Q (D O (C) Q0-4- (< C(D ' Q_ � C -QQ -0 v)O n (D O(D ` VO O (D (D p Q O O (D�Q D L"y (D (D (D (D Q O� 0� pv 0- nQ Q 3 n Q Q y, Q (D x Q Q x Q 0 Q (D Q_ Q- -F Q (D 0- -O O Q rn N p° Q (D O (D � 0 O x (D (D Q (D Q = O � � Q 7 (D C 0 C) N C) x ,< C Q O Q D— O cD rnN Q�Q Q Q(D c) 3 Q (QED = 90 Q O Q cn (D Q Q Q (D Q O Q Q Cn O Cn 00 Cn Cn 0 0 0 0 0 0 0 0 0 0 0 0 0 0 w 0 w J u O cD mmt/i `V ^^Q n :r mm `V :3 mm `V -n N O O V O O n O N W 0 0 0 0 Q Q O C. O (D O O' (QQ O O Q� O07 QQo000 �} Sm�(� (V O V -fi O O � O � O n � N � �Q O O (D 0- 0 (D Q O N (OD Q -+ o N O O Q -+ O -T � -� O 3 W U1 0 0 0 0 r` BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: APRIL 18, 2007 Division: TDC Bulk Item: Yes X No _ Department: Staff Contact Person/Phone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval of Amendment to Agreement with The Florida Keys History of Dive Museum, Inc. to revise termination date of Agreement to September 30, 2008. ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: BOCC approved original Agreement at their meeting of March 16, 2005 BOCC approved Amendment to Agreement at their meeting of April 19, 2006 CONTRACT/AGREEMENT CHANGES: Amendment to extend termination date STAFF RECOMMENDATIONS: Approval TOTAL COST: $116,021 BUDGETED: Yes X No COST TO COUNTY: $116,021 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes X No AMOUNT PER MONTH Year APPROVED BY: County Atty X#/purchasing X DOCUMENTATION: Included X Not Required DISPOSITION: Revised 11/06 Risk Management X AGENDA ITEM ## MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: The Florida Keys History Contract # Of Diving Museum, Inc. Effective Date: 3/16/05 Expiration Date: 9/30/08 Contract Purpose/Description: Approval of Amendment to Agreement with The Florida Keys History of Dive Museum, Inc. to revise termination date of Agreement to September 30 2008. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 4/18/07 Agenda Deadline 4/3/07 CONTRACT COSTS Total Dollar Value of Contract: $ 116,021 Current Year Portion: $ Budgeted? Yes® No ❑ Account Codes : 120-70040-530340-T50M-498-Z-530340 Grant: $ County Match: $ - - - ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out D e Jn Needed e er Division Director Yes[—] No[f�'��15; � /w n Risk Management, ° ` Yes ❑ No❑__ V-69 O.M B./Pt`chmsing ( _'Yes❑ No❑✓z�"�`�._, ( �� County Attorney 2 Yes[—] NoE�' S.Grimsley Comments: umt5 Corm Kevlsea 212 //v1 MUF 42 AMENDMENT (2nd 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 The Florida Keys History of Diving Museum, Inc. WHEREAS, there was a contract entered into on March 16, 2005, and amended on April 19, 2006 between the parties, awarding $116,021 to The Florida Keys History of Diving Museum, Inc. for the History of Diving Museum — Phase 1B project to improve, repair and rehabilitate the property for use as a museum open to the public; and WHEREAS, The Florida Keys History of Diving Museum, Inc. has experienced delays in completing the project; and WHEREAS, The Florida Keys History of Diving Museum, Inc. has requested more time to complete the contract; and NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: The contract period as outlined in Paragraph 1 is extended from March 31, 2007 to September 30, 2008. 2. Paragraph 3. shall read: AMOUNT OF AGREEMENT AND PAYMENT. The Grantor shall provide an amount not to exceed $116, 021 (One Hundred and Sixteen Thousand and Twenty One dollars) for materials and services used to renovate the property. 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 BOCC. a) Payment shall be made upon the completion of a specific phase as outlined in the Scope of Services. Payment for expenditures permissible by law and County policies shall be made through reimbursement to Grantee upon presentation of Application for Payment Summary— AIA Document G702, invoices, canceled checks and other documentation necessary to support a claim for reimbursement. Included in said documentation shall be proof that the Grantee has received and applied to the property matching funds equivalent to or greater than the amount invoiced to the Grantor. All submissions for payment shall have a proposed schedule of values for phases 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. When the project requires a county and/or municipal building permit(s), it shall be the responsibility of the project architect, engineer, general contractor or project manager to initiate the communication with the Monroe County Construction Management Department to facilitate the inspection of said phase and obtain the signature of a Monroe County Construction Manager as to the completion of said phase at which time the documentation shall be submitted for payment. 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. Final payment will not be made until the following documents are complete and submitted to the Grantor: AIA DocumentG-702 Application for Payment Summary AIA DocumentG-704 Certificate of Substantial Completion AIA DocumentG-706 Contractor's Affidavit of Debts & Claims AIA DocumentG-706A Contractor's Affidavit of Release of Liens Amendment #2 Florida Keys History Diving Museum AIA DocumentG-707 Consent of Surety to Final Payment Final Release of Lien Affidavit and Partial Release of Lien All payment requests must be submitted no later than the completion of project of September 30, 2008. Invoices received after September 30, 2008 will not be considered for payment. b) Grantee may elect to have vendors and contractors paid through the direct vendor method, upon submission of appropriate documentation as outlined above and a specific request that payment be made directly to the vendor or contractor rather than to Grantee. c) Application of matching funds requires actual payment of the matching funds, or, in the alternative, a commitment of said funds and that the portion of the project for which the matching funds are to be used has been sufficiently completed to require payment of said matching funds. Mere obligation through execution of a contract or approval of a budget item to be paid from matching funds will not suffice. d) 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 the schedule of values attached hereto and incorporated herein as Exhibit A 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. e) Grantee must submit all documentation for final payment on or before the termination date of this grant of September 30, 2008. Invoices received after September 30, 2008 will not be considered for payment. f) 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. g) 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 complete and sign a Property Reporting Form 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 retain ownership of said property in the Grantee. The following terms shall apply: (i) The Grantee shall have the use of the equipment and other personal property 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. (ii) At such time as any of the conditions in sub -paragraph (i) above cease to exist, the Grantee shall transfer ownership and possession of equipment and personal property to a/another not -for -profit organization which is a facility for which tourist development taxes may be used pursuant to Florida Statute; and refund to the County the amount of Tourist Development funding received for the real property phases of the project at such time that the Grantee demolishes the project facility or divests itself of ownership or possession of the real property, or the use of the property no longer has a primary purpose of promoting tourism. 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 Amendment #2 Florida Keys History Diving Museum 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. 3. The remaining provisions of the contract dated March 16, 2005 and amended April 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 Deputy Clerk (CORPORATE SEAL) Attest,, ey. vfv.-:�A," Secretau tv:). Print Name OR TWO WITNESSES M__L� J X-"� (1) _-D Print Name Amendment #2 Florida Kcv� History Divinis MuvPum Board of County Commissioners of Monroe County Mayor/Chairman Florida Keys History of Diving Museum, Inc. By SlbQWfl, President S`Z Print Name (2)�`"'r (2)_ Y Print Name MONROE COUNTY ATTORNEY APPROVQAS 4T-FORM! SUSAN M. dLEY ASSISTANT COUNTY ATTORNEY Date _, '2 I AMENDMENT TO AGREEMENT THIS ADDENDUM to agreement is made and entered into this / da 2006, between the County of Monroe (County) and The Florida Keys History Ivin ) Grantee Inc. , g m Museu. ( WHEREAS, there was a contract entered into on March 16, 2005, between the parties, awarding $116,021 to Grantee for the History of Diving Museum — Phase 1 B project to improve, repair and rehabilitate the property for use as a museum open to the public; and WHEREAS, it has become necessary due to construction delays to phase 1A, which delayed construction for phase 1 B, to extend the contract for an additional period of time to allow the Grantee time to complete the project; and WHEREAS, it has become necessary to change the name of the Project Manager; 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 to March 31, 2007. 2. The Project Manager as outlined in Paragraph 2.a. shall be Mrs. Sally Bauer. 3. The remaining provisions of the contract dated March 16, 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. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK Depu y Clerk Florida Keys History of Diving Museum Amendment The Florida Keys History of Diving Museum, Inc. President BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Mayor/Chairman MONROE COUNTY ATTORNEY APPROVED AST F UZAN U I TON SISTANT C UNTY TORNEY Date 2 Grant Award A �+ This AGREEMENT dated the-(' 4ay of 42005, 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 The Florida Keys History of Diving Museum, 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 open to the public; and WHEREAS, Grantee has applied for funding for the History of Diving Museum — Phase 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 improve, repair and rehabilitate the property for use as a 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 March 16, 2005 through 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 such materials and services as are required for the renovation of facility and Exhibit Design and Construction which will include: (a) extermination; window wall reconstruction; roof repair, sign electricathrenching; engineering/permits; (b) landscaping; parking area; fire hydrant; engineeringipermits (c) interactive technology; educational interactive exhibits enhancement; interpretive/content for exhibits as described in the funding application; and acquisition and installation of remote vehicle tank and remote vehicle equipment. 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. a) There shall be a project manager to acknowledge receipt of goods or work performed. This Project Manager shall be Mr. Daniel W. Kunz, P.O. Box 897, Islamorada, FL 33036 (Telephone: (305) 664-0190). 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. 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 Me 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. 3. AMOUNT OF AGREEMENT AND PAYMENT. The Grantor shall provide an amount not to exceed $116, 021 (One Hundred and Sixteen Thousand and Twenty One dollars) for materials and services used to renovate the property. 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 BOCC. a) Payment shall be made upon the completion of a speck phase as outlined in the Scope of Services. Payment for expenditures permissible by law and County policies shall be made through reimbursement to Grantee upon presentation of Application for Payment Summary— AIA Document G702, invoices, canceled checks and other documentation necessary to support a claim for reimbursement. Included in said documentation shall be proof that the Grantee has received and applied to the property matching funds equivalent to or greater than the amount invoiced to the Grantor. All submissions for payment shall have a proposed schedule of values for phases 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. When the project requires a county and/or municipal building permit(s), it shall be the responsibility of the project architect, engineer, general contractor or project manager to initiate the communication with the Monroe County Construction Management Department to facilitate the inspection of said phase and obtain the signature of a Monroe County Florida Kcys History of Diw Museum 2005 Construction Manager as to the completion of said phase at which time the documentation shall be submitted for payment. 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. Final payment will not be made until the following documents are complete and submitted to the Grantor: AIA Document G-702 Application for Payment Summary AIA Document G-704 Certificate of Substantial Completion AIA Document G-706 Contractor's Affidavit of Debts & Claims AIA Document G-706A Contractor's Affidavit of Release of Liens AIA Document G-707 Consent of Surety to Final Payment Final Release of Lien Affidavit and Partial Release of Lien 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) Grantee may elect to have vendors and contractors paid through the direct vendor method, upon submission of appropriate documentation as outlined above and a specific request that payment be made directly to the vendor or contractor rather than to Grantee. c) Application of matching funds requires actual payment of the matching funds, or, in the alternative, a commitment of said funds and that the portion of the project for which the matching funds are to be used has been sufficiently completed to require payment of said matching funds. Mere obligation through execution of a contract or approval of a budget item to be paid from matching funds will not suffice. d) Documentation shall be submitted to the TDC Administrative Office to show the receipt and application of in4dnd 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 the schedule of values attar hereto and incorporated herein as Exhibit A 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 Florida Keys History of Dive Museum 2005 3 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. e) 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. f) 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. g) 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 Gant Agreement. However, the Grantee shall complete and sign a Property Reporting Form 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 retain ownership of said property in the Grantee. The following terms shall apply: (i) The Grantee shall have the use of the equipment and other personal property 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. (ii) At such time as any of the conditions in sub -paragraph (i) above cease to exist, the Grantee shall transfer ownership and possession of equipment and personal property to alanodw not -for -profit organization which is a facility for which tourist development taxes may be used pursuant to Florida Statute; and refund to the County the amount of Tourist Development funding received for the real property phases of the project at such time that the Grantee demolishes the project facility or divests itself of ownership or possession of the real property, or the use of the property no longer has a primary purpose of promoting tourism. 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 provide financial reports in summary of activity on forms provided or approved by the TDC, and quarterly narrative reports of activity under the approved work plan. 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, Florida Keys History of Dive Museum 2005 4 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. (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 Florida Keys History of Dive Museum 2005 5 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 they will not discriminate against any employees or applicants for employment or against persons for any other benefit or service under this agreement because of their race, color, religion, sex, national origin, or physical or mental handicap where the handicap does not affect the ability of an individual to perform in a position of employment, and to abide by all federal and state laws regarding non-discrimination. b) Anti -kickback. Contractor warrants that no person has been employed or retained to solicit or secure this agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of the Contractor has any interest, financially or otherwise, in contractor. For breach or violation of this warranty, the Contractor shall have the right to annul this agreement without liability or, in its discretion, to deduct from the agreement price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. Contractor acknowledges that it is aware that funding for this agreement is available at least in part through the County and that violation of this paragraph may result in the County withdrawing funding for the Project. c) Hold harmless/indemnification. Contractor acknowledges that this agreement is funded at least in part by the County and agrees to indemnify and hold harmless the County and any of its officers and employees from and against any and all claims, liabilities, litigation, causes of action, damages, costs, expenses (including but not limited to fees and expenses arising from any factual investigation, discovery or preparation for litigation), and the payment of any and all of the foregoing or any demands, settlements or judgments (collectively claims) arising directly or indirectly from any negligence or criminal conduct on the part of Contractor in the performance of the terms of this agreement. The Contractor shall immediately give notice to the County of any suit, claim or action made against the Contractor that is related to the activity under this agreement, and will cooperate with the County in the investigation arising as a result of any suit, action or claim related this agreement. d) Insurance. Contractor agrees that it maintains in force at its own expense a liability insurance policy which will insure and indemnify the Contractor and the County from any suits, claims or actions brought by any person or persons and from all costs and expenses of litigation brought against the Contractor for such injuries to persons or damage to property occurring during the agreement or thereafter that results from performance by Contractor of the obligations set forth in this agreement. At all times during 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: Florida Keys History of Dive Museum 2005 6 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 shah provide no less than 30 days notice of cancellation, non4enewal 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 records at the request of the TDC, 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 harmless the BOCCITDC 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. 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, Florida Keys History of Dive Mmmn 2005 7 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 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 Florida Keys History of Dive Museum 2005 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. 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 tern, 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. Florida Keys History of Dive Museum 2005 9 (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 customary 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. ff 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. ff 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. (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 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. Florida Keys History of Dive Museum 2005 10 (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 services to a public entity, may not submit a bid on a agreement with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, sub- contractor, or consultant under a agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the 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: Florida Keys History of Dive Museum 2005 11 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. 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 insurance showing that the aforesaid insurance coverage's are in effect. 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: Dr. Daniel W. Kunz Florida Keys History of Diving Museum, Inc. PO Box 897 Islamorada, FL 33036 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, Florida Keys Hisrory of Dive Museum 2005 12 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 arty 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 Florida Keys History of Dive Museum 2005 13 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) BOARD OF COUNTY COMMISSIONERS ATTEST: DANNY L KOLFIAGE, CLERK OF MONROE COUNTY, FLORIDA By. 21- � Deputy Clerk Mayor/Chaffyan (SEAL) ATTEST: Florida Keys History of Diving Museum, Inc. By. J�' avv� By. Secretary MONROE COUNTY ATTORN Y A ROVED S TO F UZANNE A. H TON ISTANT CO NTY AyfO NEY Date President Florida Keys History of Dive Museum 2005 14 J.. EAV,t;� A PART V: PROJECT BUDGET AND TIMETABLE - ALL PROJECTS 1. Cost Estimates: List all major work items and the estimated costs of each. If the project is phased, segregate clearly those costs for the phase to be assisted by the TDC funds requested. All phases and total estimated cost of the entire project must be listed here. Phase 1 B: a) Building Renovation S 35,278 b) Additional Physical Requirements $ 21,757 c)Technology Enhancements/Exhlbits 1�,006 Total Phase IS: $232,042 (TDC Assist at 50% or $116,021). Total MUSEUM PROJECT Phases 1-5 (10 Year): $5,845,366 Total cost of phaae/project (Phase IS) for which funds are requested: (not to exceed 50% of the total project cost: TDC — Phase 18 S 116,021 (TDC Grant Request — 50%) Total — Phase 18 $232,042 Percentage of TDC funds requested of Total Budget: (not to exceed 50% Of the total project cost) Phase IS (TDC Request $116,021) a) Phase IS: 50% (by TDC) All Phases —10 Years ($5,845,366) b) % of Project 1.5% 2. Confirmation that signed, sealed bid process was utilized for acquiring architectural services, or that project does not require architectural services. Architectural services are NOT required and sealed bids are not required far project segments under $25,000. Museum shall serve as General Contractor. 3. Matching Funds. List the sources and amounts of confirmed matching funds. (For items involving personnel, include the number of hours to be spent on the project activities and their per -ham value). These funds must not be expended before execution of a Capital Project Agreement. Prior donated services or expenditures are not acceptable as match for grant funds. No more than fifty (50%) percent of matching funds or twenty-five (25%) percent of the total project shall be in4dnd services. (ATTACHMENT f — matching funds by Principals. a) Hard -dollar: Einstein Fund, Village of Isiamorada, Easy Storage, Principals of Museum (Bauer*), Friends of the Museum, Gate, etc. up to $58,011. (ATTACHMENT f, EXHIBIT 6) b) In-IGnd (50%) limit: Total confirmed matching In4(lnd Products:$14,500 Products Total confirmed matching In4dnd Services: S 7,740 Labor (S13fir/585hrs) Exhibit Development by Drs. Bauer S 35,771 Expertise TOTAL $58,011 This amount should equal or exceed TDC Funds requested. (YES, Equal To) 23 Projected in -kind services and goods shall be allocated the following values -tQbiedtoneWiatic>n*thTDC/Counly. List herq all such anticigAted values: (ATTACHMENT f — Valuing In -Kind) The Museum received a TDC Bricks and Mortar grant in 2004 for building renovation and exhibit design and consbucdon (Phase 1A). For the Exhibits, the In -Kind cost figure of $160r9q. ft. to build the structure of static, object -based exhibits was proposed and accepted by the TDC and County Finance Office. This was the lowest of all documented exhibit design and construction costs received. We have used a similar approach for determining the cost of technology - based interactive exhibits. Such exhibits normally cost substantially more than static object -based displays. These rates average $970 per sq. ft. We have used a conservative estimate of $431 per sq. ft. ►— a— JL_ awe: _" .&� _ � . - - - --- — - .� �.+.i. ■:s.� c:i.tL�JZl.L1�L..Z1LLf r i:i.i.i�t: L!t. '1�:1=1!.11i::.li= Volunteer labor, for productioNassembly/tnstallation of exhibit structures Is valued at $131hour based on comparative rates for semi skilled day labor. In addition, contribution of In4dnd products or services shall be booked at Q the value stated in the providers estimate for those products or services (ATTACHMENT f). 4. Outline of expansion opportunity for acquiring further match grants The Museum has been requested to submit a new grant request to the Einstein Fund and has done so. We expect to receive a generous grant to help match the TDC funding. We have already raised a substantial amount of the matching funds required for the prior TDC grant and have another 13 monthe to mach our goal. Other Grant Proposals/Requests are pending. In addition, we have had competent advice from retail experts who have Indicated that the Museum Shop, with its contracts to sell original David Dunieavy and Guy Harvey art should produce significantly greater Income than initially projected. Reflected in budget (EXHIBIT 5 — budgets) Reanalysis of the gate potential was also previously underestimated (EXHIBIT 3 — Community Benefit Analysis). In addition, recent development of interest In co -marketing the Museum by local businesses, hotels and dive shops should significantly Increase estimated revenue. Further, Arts Council, Village of Islamorada and Community Fund of the Florida Keys grants have been sought. 24 3. Tentative timetable. Indicate all major project activities and the anticipated time required to complete each stage of the project on the graph below. Project Timetable (in months) MAJOR SEGMENTS OF WORK Proiect is Seamented into Activities --Each an Individual Comr>onent Project Activity a) Building Renovation L Extermination 1i. Roof ill. Window Wall Iv. Sign/Frame Months: 3.4 4-6 1-2 4-5 b) Additional Physical Requirements I. Landscaping 11. Parking Lot 111. Fire Hydrant c) Technological Enhancements/Exhlbits 1. Interactive Electronics Design 1.3 Installation 4-6 IL Helmet Aquarium 3- 5 Ill. Children's Interactive 4-6 8-9 9-10 Please indicate any critical dates and explain why they are critical. 11-12 Critical dates are influenced by the time necessary to navigate the Village Planning and Building Departments. Further, careful planning of potentially overlapping activities is necessary to ensure adequate cash flow and cash reserves. 4. What is the total project cost Phase 1 B: $ 232,042 Total Project Coat — Phases 1-5 $5,845,366 5. Length of time for project completion (months and year(s): Phase 1 B: 12 Months Total Project — Phases 1-5 10 Years 25 EXHIBIT 6 SUMMARY OF COSTS — Contract Exhibit A HISTORY OF DIVING MUSEUM TDC/BOCC BRICKS AND MORTAR CONTRACT'05206 MUSEUM PHASE 1 B Submissions for reimbursement will be by the categories below and will be by percentage completed in each area for each reimbursement submission. a) Building Renovation 1. Extermination 2. Window Wall 3. Roofing 4. Electrical and Trenching for Sign 5. Design/Engineering/Permits TOTAL (a) BUILDING RENOVATION b) Additional Physical and Code Requirements 1. Landscaping 2. Parking Lot 3. Fire Hydrant 4. Design/Engineering/Permits TOTAL (b) CODE SPECIFICATIONS c) Technology Enhancements/Exhlblts 1A. Technology/Helmet Exhibit - Engineering B. Technology/Helmet Exhibit - Construction 2A. Interactive Helmet Aquarium B. Interactive Gas Effects Exhibit C. Interactive Water Pressure Exhibit 3A. Interactive Robotic Tank B. Interactive Equipment 4. Installation of Technology Enhancements 5. Interpretive/Content Development TOTAL C INTERACTIVE EXHIBITS TOTAL PHASE 1 B COST (100%): TDC Grant Contribution (50%) (a+b+c): Museum Hard Dollar Match (50%): Museum In -Kind Match (50%): a. Products b. Volunteer/Donated Labor @ $13/Hr. b. Principals Professional Services "PROJECT COST" 1,475 20,804 20,150 5,640 7,210 55,279 5,829 2,640 10,450 2,828 21,767 5,500 25,000 11,825 8,750 7,940 21,477 18,871 19,873 35,771 155,006 232,042 116,021 58,011 58,011 15% of a) 1-4 15% of b)1-3 20% of c) 1-3 30% of c) 1-4 14,500 7,740 35,771 EXHIBIT B PROPERTY REPORTING FORM FOR TDC CAPITAL PROJECT GRANT AWARD - GRANTEE: List non -expendable equipment/personal property (not including software) costing $1,000 or more and purchased under the above Contract. Complete the serial number, cost, location, address, and control number assigned to item by Grantee in appropriate columns of this form. The Grantee shall establish a unique identifier for tracking all personal property, and shall provide access to said property by the TDC, BOCC, or any agents thereof, or the State Controller, upon request. Attach copy of invoice, bill of sale, or other documentation to support purchase. GRANTEE: Signed by Grantee's Project Manager: DATE: BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: APRIL 18, 2007 Division: TDC Bulk Item: Yes X No _ Department: Staff Contact Person/Phone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval of an Assignment and Amendment to Agreement for the October 18, 2006 agreement with Hospice Care of Southeast Florida, Inc. for the Key Largo Dolphin Blast to Tammie Gurgiolo who is amending name and date of event. ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: BOCC approved original agreement at their meeting of October 18, 2006 CONTRACT/AGREEMENT CHANGES: Assignment of agreement Amendment to revise name of event and date of event STAFF RECOMMENDATIONS: Approval TOTAL COST: $3 350 BUDGETED: Yes X No COST TO COUNTY: $3,350 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes X No AMOUNT PER MONTH Year _ APPROVED BY: County Atty X U/Purchasing X Risk Managem�n(�'�r—X DOCUMENTATION: Included X Not Required DISPOSITION: 4' c eyaa tn� ; Revised 11 /06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Hospice Care of Southeast Contract # Florida, Inc. Effective Date: 10/18/06 Expiration Date: 9/30/07 Contract Purpose/Description: Approval of an Assignment and Amendment to Agreement for the October 18, 2006 agreement with Hospice Care of Southeast Florida, Inc. for the Key Largo Dolphin Blast to Tammie Gurgiolo who is amending name and date of event. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 4/18/07 Agenda Deadline 4/3/07 CONTRACT COSTS Total Dollar Value of Contract: $ 3,350 Current Year Portion: $ Budgeted? Yes® No ❑ Account Codes : 115-75022-530340-T75F-583-X-530480 Grant: $ County Match: Estimated Ongoing Costs: $_ (Not included in dollar value above ADDITIONAL COSTS /yr For: CONTRACT REVIEW utilities, janitorial, salaries, etc. Changes Date Out D to IIn� Needed � *R v' W r Division Director ��� %Yes❑ No© /��GV - Risk Mana ement d6 1 Yes❑ Noj2/ ON B./Purc asing 3)P -) Yes❑ No[Z �� k3 12491 jj-- County Attorney 34-0: � Yes❑ No[� S.Grimsley 11 Comments: JMB Form Revised 2/27/01 MCP #2 M7 ASSIGNMENT MD AMENDMENT OF AGREEMENT THIS ASSIGNMENT AND AMENDMENT to agreement dated the bi) day of 2007,_is entered into by and between Monroe County, Florida, a political subdivision of the state of Florida ("County"), and the Hospice Care of Southeast Florida, Inc., a Florida non-profit corporation ("Sponsor/Assignor") and Tammie Gurgiolo ("Assignee"). WHEREAS, an Agreement was entered into on October 18, 2006, attached hereto, between County and Event Sponsor/Assignor to use Tourist Development funding for the promotion of the Key Largo Dolphin Blast on April 29, 2007 to May 1, 2007.-and WHEREAS. Event Sponsor/Assignor is not able to continue to sponsor the event; and WHEREAS, Assignee is qualified and has agreed to sponsor and produce the event; and WHEREAS, the name and date of the event need to be revised; NOW THEREFORE, the above parties agree as follows,- 1 • Assignee Tammie Gurgiolo shall assume all obligations and responsibilities of Event Sponsor/Assignor Hospice Care of Southeast Florida, Inc, under the agreement dated October 18, 2006. 2• County approves and consents to the assignment of the contract dated October 18, 2006, from Assignor to Assignee, the new event Sponsor. 3. Paragraph 1 of the contract shall read: County shall pay a sum not to exceed $3.350 (Three Thousand and Three Hundred and Fifty Dollars) for promotion and related expenditures, as described in the event budget, attached hereto as Exhibit B, for production of Big Boys Ofishoro Charity Fishing Tournament on May 4-6, 2007 (Event). 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 vent_ 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 vent 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. 4. All other provisions of the contract dated October 18, 2006, not inconsistent herewith, remain in full force and effect, lssignnlent/,vurndment to Key 1.3rgo Oulphin 813sdt3ig Boy. Olishore Chanty Tournament IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written_ Hospice Care of Southeast Florida, Inc. (Assignor) T to President Print Name OR TWO WITNESSES (1) Print Name Tammie Gurgiolo (Assignee) (2) (2) Print Name �4�,U- 7ammle Gurgiolo Print Name CAM 1 t L K-0 OR TWO WITNESSES (1) (I) Print Name (SEAL) ATTEST: DANNY L. KOLHAGE CLERK Deputy Clerk (2 ) (2) Print Name BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Mayor/Chairman MONF40E COUNTYATTORNEY APPROVEaAS TO FORM: y SUSAN M_ GRli4SLEY ASSISTANT CpUN7 ATTORNEY Dale i -/ 5 —0 A,mgnmcnt/Amcndment to Key Largo Dolphin Biaa/Big BOY-4 OB'shorc Charity Tournament FUNDING AGREEMENT THIS AGREEMENT is made and entered into by and between Monroe County, Florida, a political subdivision of the state of Florida ("County"), and Hospice Care of Southeast Florida, Inc. ("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 $3,350 (Three Thousand and Three Hundred and Fifty Dollars) for promotion and related expenditures, as described in the event budget, attached hereto as Exhibit B, for production of Key Largo Dolphin Blast on April 29, 2007 to May 1, 2007 ("Event"). 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 but not combination the amount of funds original allo allocated asdate, describedthe in rescheduled date up to the amount, the budget, attached hereto as Exhibit B. 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 Key Largo Dolphin Blast Fishing Umbrella Funding FY 2007 agencies of the TDC 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 r. es event sponsors to submit their payment requests within ninety (90) days of the conclusion of thy. n 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 July 30, 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. 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 Key Largo Dolphin Blast Fishing Umbrella Funding FY 2007 2 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/sheCt 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. Event Sponsor shall fumish 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 Key Largo Dolphin Blast Fishing Umbrella Funding FY 2007 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. �_,6 :-�UVITNESS WHEREOF, each party has c use t is Agreement to be executed by its duly �' entative, the day of 2006. 1pT@ Y . .-1 v Board of County Commissioners ti l` Ihage, Clerk of Monroe Cou ty Clerk Mayor/ha man (CORPORATE SEAL) Hospice Care of Southeast Florida, Inc. Attest: By. By Secretary President/Event Spon r Print Name Print Name OR (1) Witness Print Name (2) Witness MONROE COUNTY ATTORNEY Print Name ZAPPRO ED AS TO FORM: Key Largo Dolphin Blast Fishing Umbrella Funding FY 2007 SUS M. G R I M S L E 4 ASSISTAN COUNTY ATTORNEY 6 — cLf —0G 1)AY 1 DAY 2 'TOURNAMENT SCHEDULE OF EVENTS FISCAL YEAR 2006-2007 — _ K L �•- PRINT TOURNAMENT NAME ADq LiiiES IN WATER V (/ em LlNt;J OUT OF WATER pm EVENING EVENT 2M 6vEIGH-IN OVER OTHER EVENT AM LINES IN WATER 3: aP:1 LINES OUT WATER y CD Pm EVENING EVENT EM WEIGH-IN OVER Phi OTHER EVENT DAY 3 ANI LINES IN WATER Phi LINES OUT WATER ri EVENING EVENT Pt1 kiEIGH-IN OVER Phi OTHER EVENT DAY g AM LINES IN WATER Piri LINES OUT WATER PH EVENING EVENT P.l EiEIGH-!N OVER em OTHER EVENT 5 Exhibit A Exhibit B BUDGET BREAKDOWN FLORIDA KEYS FISHING TOURNAMENTS, INC. OCTOBER 1, 2006 TO SEPTEMBER 30, 2007 Key Largo Dolphin Blast TOURNAMENT NAME April 29, 30 & May 1, 2007 TOURNAMENT DATE DIRECT MAIL & POSTAGE $ BROCHURES, POSTERS, PROGRAMS, PATCHES $ 700.00 TROPHIES $ PHOTO PROGRAM $ MEDIA ADVERTISING $ T-SHIRTS, CAPS, JACKETS $2,650.00 *GENERAL NON -ALLOCATED $ $3,350.00 *GENERAL NON -ALLOCATED IS NOT TO EXCEED 15% OF THE TOURNAMENTS TOTAL BUDGET. *TOURNAMENTS CAN NOT EXCEED MORE THAN 30% OF THE TOTAL BUDGET IN TROPHY LINE ITEM EXCEPT WHEN TOURNAMENTS GET SPECIAL APPROVAL FROM FKFT, INC. ..m T-E FIORIDA KEYS � KEY WEST MONROE (OUNTYTOURIST DLYELOPMENTCOUNOL Come as you are® TflE FLORIDAKLYS &KEYWEST MONROE (OUNTY TOURIST DPMPMENT (OUNOL Come as you are® K FLORIDAKLYS&KLYWLST MONROE COUNTY TOURIST DEVELOPMENT(OUN(IL Come as you are® T L 10RIDA KEYS �KLYWLST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are® 1-1 FLO RIDA KEYS KLY Wi S MONROE COUNlYTOURIST DEVELOPMENT COUNCIL Come as you are® TEE 10RIDA KEYS & KLY MONROE COUNTY TOURIST DPMPMENT(OUN(IL Come as you are® Iff FLORIDAKEYSWYWEST MONROE COUNTY TOURIST DEVEOPMENT COUNCIL Come as you are® U FLORIDA KEYS & KLY WEST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are® TL FLORIDAKLYS&KLYWLST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are® THE FIORIDA KEYS &KEYWEST MONROE (OUNTYTOURIST DEVEOPMENT COUNCIL Come as you are" TNL FLORIDA KIYS & KLY WEST MONROE (OUNTYTOURIST DEVELOPMENT(OUNOL Come as you are' TL FLORIDA KEYS & KLYWLST MONROE (OUNTYTOURIST DEVELOPMENT(OUN(IL Come as you are® 11 i0RIDA KEYS & KLYWLST MONROE (OUNTYTOURIST DEVELOPMENT COUNCIL Come as you are® ME WO-RIDA KEYS KEY W S-T MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are® 11 10RIDA KEYS U KLY WIST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are® 1-1 FLO R -ID A KEYS KINUST KIPO-RIDAK EYS KEY WEST 1-1 rio R -ID A KEYS KEY WEST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL MONROE COUNTY TOURIST DEVELOPMENT COUNCIL MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are® Come as you are® Come as you are® K FLORIDA YW SST 1fl� LORIDA VW�S1K MONROE COUNTY TOURIST DEVELOPMENT COUNCIL MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are® g F[ORIDAKKLYWIST MONROE (OUNTYTOURIST DEVELOPMENT(OUN(IL Come as you are' Come as you are® IN[ FLORIDA K[YS & KLY WEST MONROE (OUNTYTOURIST DEVELOPMENT COUN(IL Come as you are® MCTG-3125 New Logo Slick 1-01 MONROs couNrv, TWIUMw Rpdat irw Wswer of Imm"Co Regotreamts u im, goas spwiw ba *a C,omWo Sdodsk of cmJmwe Roq*umft be waived or mOMM = 60 &Uvw nd aoaas& ca.ar.ctm ASWIMMM CA4Z-E 0� co.aset K�"1 LA-2 &0 DotPN t^1 g L,4-sT' T>toMt Sap of WeerG Adkmdt%u ltp9ml ftr Welvet tea.. 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