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D. Tourist Development Council
BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: September 19, 2007 Bulk Item: Yes No x Division: County Administrator Department: County Administrator Staff Contact Person: Connie AGENDA ITEM WORDING: Announcement of one vacant position on the Tourist Development Council District I Advisory Committee for an "At Large" appointment. ITEM BACKGROUND: The District I Advisory Committee has one vacant position for an "At Large" representative due to the end of term for DAC I Member — Kathy Houtz. 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- BUDGETED: Yes No COST TO COUNTY: -0- SOURCE OF FUNDS: REVENUE PRODUCING: Yes No AMOUNT PER MONTH Year APPROVED BY: County Atty OMB/Purchasing Risk Management DOCUMENTATION: Included x Not Required DISPOSITION: AGENDA ITEM # Revised 8/06 Te Florida Keys &Key st am • came ds YOU dre MONROE COUNTY TOl1Rf5L DEVELOPMENT COUNCIL DATE: August 27, 2007 TO: MR. TOM WILLI, COUNTY ADMINISTRATOR FROM: KELLY PAYNE, ADMINISTRATIVE SECRETARY MONROE COUNTY TOURIST DEVELOPMENT COUNCIL RE: DAC I `AT LARGE' VACANCY Please announce the following District I Advisory Committee Vacancy at the SEPTEMBER 2007 BOCC Meeting. This position is being advertised due to the end of term for DAC I Member - Kathy Houtz. District I Advisory Committee (The City Limits of Key West) 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 I 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 SEPTEMBER 21st 2007 at 5:00 p.m. A resume can be attached to the application. BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: September 19, 2007 Bulk Item: Yes No x Division: County Administrator Department: County Administrator Staff Contact Person: Connie AGENDA ITEM WORDING: Announcement of one vacant position on the Tourist Development Council District IV Advisory Committee for an "At Large" appointment. ITEM BACKGROUND: The District IV Advisory Committee has one vacant position for an "At Large" representative due to the end of term for DAC V Member — Hunter Padgett. 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- BUDGETED: Yes No COST TO COUNTY: -0- SOURCE OF FUNDS: REVENUE PRODUCING: Yes No AMOUNT PER MONTH Year APPROVED BY: County Atty OMB/Purchasing Risk Management DOCUMENTATION: Included x Not Required DISPOSITION: AGENDA ITEM # Revised 8/06 Te Florida Keys &Key st am • came ds YOU dre MONROE COUNTY TOl1Rf5L DEVELOPMENT COUNCIL DATE: August 27, 2007 TO: MR. TOM WILLI, COUNTY ADMINISTRATOR FROM: KELLY PAYNE, ADMINISTRATIVE SECRETARY MONROE COUNTY TOURIST DEVELOPMENT COUNCIL RE: DAC IV `AT LARGE' VACANCY Please announce the following District IV Advisory Committee Vacancy at the SEPTEMBER 2007 BOCC Meeting. This position is being advertised due to the end of term for DAC IV member — Hunter Padgett. DISTRICT IV ADVISORY COMMITTEE (Between the Long Key Bridge and mile marker 90.939) 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 directIV. 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 IV 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 SEPTEMBER 21IT. 2007 at 5:00 p.m. A resume may be attached to the application. BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: September 19, 2007 Bulk Item: Yes No x Division: County Administrator Department: County Administrator Staff Contact Person: Connie AGENDA ITEM WORDING: Announcement of one vacant position on the Tourist Development Council District V Advisory Committee for an "At Large" appointment. ITEM BACKGROUND: The District V Advisory Committee has one vacant position for an "At Large" representative due to the end of term for DAC V Member — Craig Fink. 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- BUDGETED: Yes No COST TO COUNTY: -0- SOURCE OF FUNDS: REVENUE PRODUCING: Yes No AMOUNT PER MONTH Year APPROVED BY: County Atty OMB/Purchasing Risk Management DOCUMENTATION: Included x Not Required DISPOSITION: AGENDA ITEM # Revised 8/06 Te Florida Keys &Key st am • came ds YOU dre MONROE COUNTY TOl1Rf5L DEVELOPMENT COUNCIL DATE: August 27, 2007 TO: MR. TOM WILLI, COUNTY ADMINISTRATOR FROM: KELLY PAYNE, ADMINISTRATIVE SECRETARY MONROE COUNTY TOURIST DEVELOPMENT COUNCIL RE: DISTRICT V ADVISORY COMMITTEE -'AT LARGE' VACANCY Please announce the following District V Advisory Committee (DAC V) Vacancy at the SEPTEMBER 2007 BOCC Meeting. This position is being advertised due to the end of term for DAC V member — Craig Fink. DISTRICT V ADVISORY COMMITTEE (Mile Marker 90.940 To The Dade/Monroe County Line and any Mainland portions of Monroe County) 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 directIV. 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 V 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 SEPTEMBER 21st 2007 at 5:00 p.m. A resume may be attached to the application. BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: SEPTEMBER 19, 2007 Division: TDC Bulk Item: Yes X No _ Department: Staff Contact Person/Phone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval of an Agreement with Monroe Council of the Arts commencing October 1, 2007 to fund costs of tourist related programs. ITEM BACKGROUND: TDC approved same at their meeting of July 31, 2007. PREVIOUS RELEVANT BOCC ACTION: CONTRACT/AGREEMENT CHANGES: New Agreement STAFF RECOMMENDATIONS: Approval TOTAL COST: $72,500' COST TO COUNTY: $72,500 BUDGETED: Yes X No 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: AGENDA ITEM # Revised 11/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Monroe Council of the Arts Contract # Effective Date: Expiration Date: 10/ 1 /07 9/30/08 Contract Purpose/Description: Approval of an Agreement with Monroe Council of the Arts commencing October 1 2007 to fund costs of tourist related programs. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext.) (Department/Stop #) 01 for BOCC meeting on Agenda Deadline CONTRACT COSTS Total Dollar Value of Contract: $ 72,500 Current Year Portion: $/ Budgeted? Yes® No ❑ Account Codes : 116-76007-530340-T860-331-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 Changes Date Out Date In Needed i WDivision Director Yes❑ No� ur" Risk Management Yes❑ No� x , O.M.B./Purc asing Yes❑ NoQ-A County Attorney Yes❑ No S.Grimslev -7 01a Comments: 4 At , d4.,.�c, jt,(. rn4-,� . daA OMB Form Revised 2/27/01 MCP 42 AGREEMENT THIS Agreement (Agreement) is entered into this day of , 2007 by and between MONROE COUNTY, Florida (County), and Monroe Council of the Arts Corporation, d/b/a Florida Keys Council of the Arts (Provider). WITNESSETH: WHEREAS, Provider has requested funding to supplement costs of tourist related programs; and WHEREAS, County desires to fund tourist related programs; NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: 1. TERM: The term of this contract is for a period of one year beginning October 1, 2007 and expiring on September 30, 2008. 2. SCOPE OF SERVICES: Provider shall provide the following services: The administration and promotion of cultural/arts tourist related programs, including but not limited to: publishing and distribution for use by tourism industry of annual calendar of cultural events; a gallery guide and the production of an events guide; weekly cultural calendar information provided to print media keys -wide; brochure of locations/map of galleries/museums and other places of historic or cultural interest for tourists; and the maintenance of cultural/arts information services that include Monroe Council of the Arts website (www.keysarts.com). Provider shall maintain rotating displays of visual art at the Key West and Marathon airports and several public buildings, including the historic Gato Cigar Factory County Complex, as well as answering any inquiries from potential travelers or visitors looking for cultural information. 3. COMPENSATION: For the services described in paragraph 2 above, the County shall provide an amount not to exceed $72,500 per year for the period of October 1, 2007 through September 30, 2008, subject to any adjustment for an invoice as described in the last sentence of this paragraph. Payments will be in eleven (11) installments of $6,040 and one (1) installment of $6,060. Last payment contingent upon providing proof of the following items: An Arts Gallery Guide, an annual Calendar of events, an Events Guide, Brochure with map of locations of museums & historic/Cultural site for tourists to visit, Web site for visitors. Monroe County's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the BOCC. Said payment shall occur in compliance with the Local Government Prompt Payment Act upon the TDC Administrative Office receiving an invoice as outlined in Exhibit A. Included with the invoice shall be a Florida Keys Council of the Arts Agreement FY 2008 statement verifying and certifying that the requirements and duties set forth within this agreement have been fully performed for the month for which the invoice is being submitted and that payment for the services have not been duplicated within other grant contracts with the BOCC, State of Florida Division of Cultural Affairs or the National Endowment of the Arts. 4. RECORDS — ACCESS AND AUDITS: The Provider shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. The records to justify all charges, expenses and costs incurred in performing the work shall be maintained by the Provider for at least four (4) years after completion of this contract. The County shall have reasonable and timely access to such books, records, and documents concerning the contracted services. If an auditor employed by the County or Clerk determines that monies paid to Provider pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Provider shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to Provider. (a) PUBLIC ACCESS. The County and Provider 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 Provider in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Provider. 5. INDEPENDENT CONTRACTOR RELATIONSHIP: The Provider, is and shall be, in the performance of all works, services, and activities under this contract, an independent contractor and not an employee, agent or servant of the County. The Provider shall exercise control, direction, and supervision over the means and manner and personnel in which it and its employees perform the work. In all respects, the Provider's relationship and the relationship of its employees to the County shall be that of an independent contractor and not as employees or agents of the County. Moreover, the Provider shall have no authority whatsoever to act on behalf and/or as agent for the County in any promise, contract, or representation other than specifically provided for in this contract. The County shall at no time be legally responsible for any negligence on the part of said Provider, its employees or agents, resulting in either bodily or personal injury or property damage to any individual, form, or corporation. 6. MODIFICATION: Additions to, modification to, or deletions from the Scope of Work and/or costs of work set forth in this contract may be made only by amendment to this contract which must be approved in writing by the County. No modification shall become effective without written approval of County. Florida Keys Council of the Arts Agrbement FY 2008 7. BREACH AND PENALTIES: The parties agree to full performance of the covenants contained in this contract, and the County reserves the right at its discretion, provided any breach is material, to terminate the services in this contract for any misfeasance, malfeasance or nonperformance of the contract terms or negligent performance of the contract terms by Provider. Any waiver of any breach of covenants herein contained shall not be deemed to be a continuing waiver and shall not operate to bar the County from declaring a forfeiture for any succeeding breach either of the same conditions or covenants or otherwise. 8. INDEMNIFICATION AND HOLD HARMLESS: The Provider shall indemnify and hold harmless the County, its departments, agencies, officials, employees, agents, servants and contractors, against any claims, liabilities and expenses (including reasonable attorney's fees) arising as a result of any direct and/or indirect action of Provider, its employees, agents, servants and/or contractors in the performance of the terms of this contract or otherwise related to activity conducted in the furtherance of this contract. Provider shall immediately give notice to County of any suit, claim or action made against Provider that is related to any activity under this contract and will cooperate with the County in the investigation arising as a result of any suit, claim or action related to this Agreement. The first $10.00 of compensation shall be consideration for this indemnification. This provision shall survive the termination of this Agreement. 9. LAWS AND REGULATIONS: It shall be understood and agreed that any and all services, materials and equipment shall comply fully with all Local, State and Federal laws and regulations. 10. TAXES: The County is exempt from Federal, Excise and State of Florida Sales Tax. 11. FINANCE CHARGES: The County will not be responsible for any finance charges. 12. SEVERABILITY: If any term, covenant, condition or provision of this contract shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining terms, covenants, conditions and provisions of this contract, or the application of such provision other than those as to which it is invalid or unenforceable, shall not be affected thereby; and each remaining term, covenant, condition and provision of this contract shall be valid and 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 Provider 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 Council of the Arts Agt32ement FY 2008 13. FORCE MAJEURE: The Provider shall not be liable for delay in performance or failure to perform in whole or in part, the services due to the occurrence of any contingency beyond its control or the control of any of its sub - Providers or suppliers, including labor dispute, strike, labor shortage, war or act or war whether an actual declaration thereof if made or not, insurrection, sabotage, riot or civil commotion, act of public enemy, epidemic, quarantine restriction, accident, fire, explosion, storm, flood, drought, or other act of God, act of any governmental authority, jurisdictional action, or insufficient supply of fuel, electricity, or materials or supplies, or technical failure where the Provider has exercised reasonable care in the prevention thereof, and any such delay or failure shall not constitute a breach of the contract. The Provider shall notify the TDC of any delay or failure to perform within five (5) days of such action. Upon demand of TDC, the Provider, must furnish evidence of the causes of such delay or failure. The Provider shall not resume its performance hereunder unless provided for in the Scope of Services. 14. ASSIGNMENT: Provider shall not assign, transfer, sublease, pledge, hypothecate, surrender, or otherwise encumber of dispose of this contract or any estate created by this contract or any interest in any portion of the same, or permit any other person or persons, company or corporation to perform services under this contract without first obtaining the written consent of the County. In the event of such consent, this contract shall be binding upon the Provider's successors and assigns. 15. DISCLOSURE: The Provider shall be required to list any or all potential conflicts of interest, as defined by Florida Statute 112 and Monroe County Ethics Ordinances. The Provider shall disclose to the County all actual or proposed conflicts of interest, financial or otherwise, direct or indirect, involving any client's interest which may conflict with the interest of the County. 16. ADDITIONAL CONDITIONS: Provider agrees to accept additional conditions governing the use of funds or performance of work as may be required by federal, state or local statute, ordinance or regulation or by other policy adopted by County. Such additional conditions shall not become effective until Provider has been notified in writing and no such additional conditions shall be imposed retroactively. 17. INDEPENDENT PROFESSIONAL JUDGEMENT: Provider shall at all times exercise independent professional judgment and shall assume full responsibility for the service to be provided and work to be completed. 18. CARE OF PROPERTY: The Provider shall be responsible to the County for the safekeeping and proper use of the property entrusted to Provider's care, to include any and all insurance for the value of the equipment and any maintenance or service contracts relating to such equipment for its service life. Florida Keys Council of the Arts Agtement FY 2008 19. ETHICS CLAUSE: The Firm warrants that no person has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee and that no member of the Monroe County government or the TDC has any interest, financially or otherwise, in the Firm or its subcontractors. 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. 20. COVENANT OF NO INTEREST. County and Provider 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. 21. NO SOLICITATIOWPAYMENT. The County and Provider 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 Provider 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. 22. NOTICE: Any notice required or permitted under this contract shall be in writing and hand -delivered or mailed, postage prepaid by certified mail, return receipt requested, to the other parry as follows: For Provider: President, Monroe Council of the Arts Corporation 1100 Simonton Street Room 2-263 Key West, FL 33040 For Monroe County TDC: Ms. Lynda Stuart 1201 White Street Suite 102 Key West, FL 33040 Florida Keys Council of the Arts Agfeement FY 2008 For County: County Attorney P.O. Box 1026, Key West, FL 33041-1026 County shall give notice to Provider of any meetings on which is an agenda item pertaining to Providers contract. Said notice shall be given so that Provider has ample time to make travel arrangements for an Executive Board member to attend the meeting. 23. TERMINATION: Either party shall have the right to cancel this contract at its sole discretion with or without cause upon sixty (60) days prior written notice to the other party. Provider shall deliver to the County all papers, equipment and other material related to the work performed under this contract upon termination thereof. 24. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bind 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. 25. APPROVALS AND CHANGES OF SPECIFICATIONS OF SERVICES: The TDC shall have the sole and exclusive right to approve, modify, reject, or cancel any and all plans, proposals, submissions and other work in process, in which event the TDC's directions shall be immediately implemented. However, nothing in this contract shall be construed as requiring the Provider to violate any contractual commitments to vendors contracted on TDC's behalf. All contractual commitments to contracted vendors require the TDC's prior written approval. The County shall only be liable for charges approved in writing prior to the Provider's entering into such contractual commitment. The performance of all services between Provider as described and otherwise provided under this contract will be in full cooperation with and under the direct supervision of the TDC. Whenever approval is required from the TDC, said approval shall be in writing from the TDC Administrative Director or a designee, according to TDC policy. 26. 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 Florida Keys Council of the Arts Agi(eement FY 2008 entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Provider agree that venue shall lie in the appropriate court or before the appropriate administrative body in the 16"' Judicial Circuit in and for Monroe County, Florida. 27. ATTORNEY'S FEES AND COSTS: The County and Provider 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. 28. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and Provider 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. 29. 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 Provider 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 Provider specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 30. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Provider and their respective legal representatives, successors, and assigns. 31. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. Florida Keys Council of the Arts Agr-kement FY 2008 32. NONDISCRIMINATION. County and Provider 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 Provider 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 VII 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. 33. 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 Provider agree that neither the County nor the Provider 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. 34. ATTESTATIONS. Provider 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. 35. OWNERSHIP: All work performed under the contract shall be the property of the TDC and County, for whatever use and/or disposition the TDC and County may deem appropriate. Such property shall include: a) all plans, documents Florida Keys Council of the Arts Ag&ement FY 2008 and recommendations; b) All manuscripts, copy, graphics, and videotapes. The TDC and County shall have the full right to reproduce and/or use any products derived from the Provider's work under the contract without payment of any royalties, or fees. 36. FULL CONTRACT: This writing embodies the entire contract and understanding between the parties hereto, and there are not other contracts/agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. In order to be effective, any amendment and/or change to this contract shall be in writing recommended by the TDC and approved by the County and signed by both parties. 37. 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. 38. CONSTRUCTION: This contract has been carefully reviewed by legal counsel for both parties. Therefore, this contract shall not be strictly construed against either party on the basis of authorship. (SEAL) Attest: Danny L. Kolhage, Clerk Deputy Clerk (CORPORATE SEAL) Attest: By. Secretary Print Name OR (1) Witness Print Name (2) Witness Print Name Board of County Commissioners of Monroe County Mayor/Chairman Florida Keys Council of the Arts Florida Keys Council of the Arts AgN�ement FY 2008 President Print Name MONROE COUNTY ATTORNEY ZPROV AS T ORM: SUSAN M. G SLEY ASSISTANT COUNTY ATTORNEY Date Exhibit A INVOICE The administration and promotion of cultural/arts tourist related programs, including but not limited to: publishing and distribution for use by tourism industry of annual calendar of cultural events; a gallery guide; An events guide; weekly cultural calendar information provided to print media keys -wide; brochure of locations/map of galleries/museums and other places of historic or cultural interest for tourists. Maintain cultural/arts information services that include Monroe Council of the Arts website (www.keysarts.com). Answering any inquiries from potential travelers or visitors looking for cultural information. Monroe Council of the Arts Corporation The Monroe Council of the Arts Corporation certified that all services and provisions specified within the agreement have been met for the month of , 200 The Monroe Council of the Arts Corporation requests payment of $6,040 for 11 months and $6,060 for one month made payable to the Monroe Council of the Arts Corporation. Only for the Invoice dated September 1 — 30 2008 the following documents must be attached before final payment can be considered: Arts Gallery Guide Annual Calendar of Events Events Guide Brochure with map of locations of museums & historic/Cultural site for tourists to visit Web site for Visitors Signature Date Sworn to and subscribed for me this day of , 200_ Notary Public Personally known _ or produced identification _ Type of identification produced ............................................................................ Monroe County Tourist Development Council Date Administrative Office Florida Keys Council of the Arts Agtdement FY 2008 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: SEPTEMBER 19 2007 Division: TDC Bulk Item: Yes X No _ Department: Staff Contact Person/Phone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval of the FY 2008 Recommendation Committee Members for the Florida Keys Council of the Arts. ITEM BACKGROUND: The current agreement with Florida Key Council of the Arts to act as a county wide Cultural Umbrella to make recommendations to the Monroe County Tourist Development Council and County concerning funding for tourism related cultural activities, requires yearly approval by the TDC and BOCC of the Florida Keys Council of the Arts Recommendation Committee. They are requesting approval to reappoint all of their current members for the period of October 1, 2007 to September 30, 2008. TDC approved same at their meeting of July 31, 2007. PREVIOUS RELEVANT BOCC ACTION: BOCC approved original agreement at their meeting of July 19, 2006 CONTRACT/AGREEMENT CHANGES: Approval of FY 2008 Recommendation Committee STAFF RECOMMENDATIONS: Approval TOTAL COST: $670 800 COST TO COUNTY: $670,800 BUDGETED: Yes X No SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes X No AMOUNT PER MONTH Year APPROVED BY: County Atty N/A OMB/Purchasing N/A Risk Management N/A DOCUMENTATION: DISPOSITION: Included X Not Required AGENDA ITEM # Revised 11 /06 July 17, 2007 To: Tourist Development Council From: Andrea Comstock, Business Manager Re: Request Approval of Cultural Umbrella Committee Members for 2007/08 The Board of Directors of the Florida Keys Council of the Arts at its May 18, 2007 board meeting unanimously approved nomination of the following Cultural Umbrella committee members to another term beginning October 1, 2007 and expiring September 30, 2008, and requests Tourist Development Council approval of same. District 1 Shirley Freeman District 2 Sherry Phillips District 3 Marianne Motches District 4 Chris Sante District 5 Bob Sandifer BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: SEPTEMBER 19, 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 the Conch Republic Offshore Power Boat Racing Association, Inc. to revise the scope of services for the November 4-11, 2007 Key West World Championship Race. ITEM BACKGROUND: TDC approved same at their meeting of July 31, 2007. PREVIOUS RELEVANT BOCC ACTION: BOCC approved original agreement at their meeting of November 15, 2006. CONTRACT/AGREEMENT CHANGES: Amend Agreement to Revise Scope of Services STAFF RECOMMENDATIONS: Approval TOTAL COST: $95 000 COST TO COUNTY: $95,000 BUDGETED: Yes X No 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: Conch Republic Offshore Power Contract # Boat Racing Association, Inc. Effective Date: Expiration Date: TDC ID: 232 9/19/07 3/31 /08 Contract Purpose/Description: Approval of an Amendment to Agreement with the Conch Republic Offshore Power Boat Racing Association, Inc. to revise the scope of services for the November 4-11, 2007 Key West World Championship Race. Contract Manager: for BOCC meeti Maxine Pacini (Name) 9 Iq o� on 3523 TDC # 3 (Ext.) (Department/Stop #) �4�qo genda Deadline CONTRACT COSTS Total Dollar Value of Contract: $ 95,000 Current Year Portion: $ Budgeted? Yes® No ❑ Account Codes : 115-75360-530340-T75M-503-X-530340 Grant: $ County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, E CONTRACT REVIEW Changes Date Out Division Director Date In Needed �— Rev ewer Yes[:] No Risk Mana ement Yes[:] Noo/ ��� m �e �f -0 O.1G .B./Purch�sing _4104o� Yes[:] No[]� County Attorney Yes[:]N S.Grimsle Comments: OMB Form Revised 2/27/01 MCP #2 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 Conch Republic Offshore Power Boat Racing Association, Inc. WHEREAS, there was an agreement entered into on November 15, 2006 between the parties, awarding $95,000 to the Conch Republic Offshore Power Boat Racing Association, Inc. for the production of the Key West World Championship Race on November4-11, 2007; and WHEREAS, the scope of services within the agreement needs to be revised; and NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. Paragraph 2 of the Agreement shall read as follows: Scope of Services: Event Sponsor agrees to provide the County with an event as specified in the Scope of Services described in the funding application, including the following: a). Week long event — sanctioned world championship boat race b). 3 days racing during the event c). Racing within harbor with spectator viewing d). Minimum of 50 boats racing in the event e). Minimum size of boats 24 feet in length racing in the event f). Tinsley Advertising placing print and internet advertising ($25,000) Newman and Associates — Public Relations ($5,000) WaveLive Magazine 2. The remaining provisions of the contract dated November 15, 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) Board of County Commissioners Attest: Danny L. Kolhage, Clerk of Monroe County Deputy Clerk Mayor/Chairman (CORPORATE SEAL) Conch Republic Offshore Power B t Racing Association, Inc. Attest: By. Secretary Presideht Print Name Print Name OR TWO WITNESSES (1) (2) y�v1FiC3E COUNTY ATTORNEY (1) (2) APPROVE �ASTO ORM: Print Name Print Name SUSAN M. GR L Amendment#1 ASSI ANTCOU T ATTORNEY Key West World Championship Race 2007 Date od Turn Key Events Agreement This AGREEMENT dated the 1'�; day of &\Jt*1*2006, is entered into by and between the BOARD OF COUNTY COMMISSIONERS FOR MONROE COUNTY, hereinafter "County" or "BOCC," on behalf of the TOURIST DEVELOPMENT COUNCIL, hereinafter "TDC" and Conch Republic Offshore Power Boat Racing Association, Inc., hereinafter "Event Sponsor". WHEREAS, Event Sponsor has proposed the presentation of a Turnkey Event as described below; and WHEREAS, the BOCC finds it in the best interest of the County to promote tourism by entering into this agreement, NOW, THEREFORE, and in consideration of the mutual covenants, contained herein the parties agree as follows: 1. The BOCC agrees to pay from tourist development tax funds $95,000 (Ninety Five Thousand Dollars) for the Key West World Championship Race on November 4-11, 2007 provided Event Sponsor meets all of its obligations under this agreement. 2. Scope of Services: Event Sponsor agrees to provide the County with an event as specified in the Scope of Services described in the funding application, including the following: a). Week long event — sanctioned world championship boat race b). 3 days racing during the event c). Racing within harbor with spectator viewing d). Minimum of 50 boats racing in the event e). Minimum size of boats 24 feet in length racing in the event f). One hour national TV show with coverage to a minimum of 50 million households to be aired within 90 days after the race 3. Payment: Payment of the sum set forth in Section 1 above will be made upon the completion of the event and upon the airing(s) of national and/or international television when said promotion has been brought forward within the application as a component of qualifying as a TurnKey Event and subsequently outlined within the scope of services within the contract. Upon receipt from Event Sponsor of a proper invoice with documentation, reviewed and verified by the Tourist Development Council (TDC) Administrative Office, proving that event has been produced and promoted through print advertising, news releases, and the required insurance was obtained no less than twenty days prior to the event, BOCC shall pay pursuant to the Florida Prompt Payment Act. Key West World Championship Race Event Funding FY 2007 1 Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the BOCC. 4. Accounting: Event Sponsor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Event Sponsor shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to Event Sponsor. 5. Modification: Any changes to this contract may be made only by written mutual agreement, recommended by the TDC and approved by the BOCC. 6. Termination: This Agreement will terminate on March 31, 2008, unless earlier terminated pursuant to Section 7 below. All invoices must be submitted prior to March 31, 2008. 7. Non Occurrence of Event: Event Sponsor shall give written notice to the Monroe County Tourist Development Council if it is found necessary to cancel an event. The notice shall contain the following specifics: 1) reason for cancellation, 2) documentation of the reason for cancellation and 3) person authorized to cancel including title and stated affiliation. 8. Indemnification and Hold Harmless: Event Sponsor 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 event sponsored by Event Sponsor. 9. 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: Work associated with the Event (including pre -staging of personnel and material) shall not commence 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 shall release County of any obligation to compensate event sponsor. Further, any material misstatement in the application for insurance coverage shall release County from it's obligations to pay under this agreement. Event Sponsor shall provide, to the County, as satisfactory evidence of the required insurance, including the insurance policy application and either: • Original Certificate of Insurance Key West World Championship Race Event Funding FY 2007 2 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 Event. The Insurance policy must state that the Monroe County BOCC and Monroe County TDC is the Certificate Holder and additional Insured for this event. Insurance should be mailed to: Monroe County Board of County Commissioners C/O Risk Management P.O. Box 1026 Key West, FL 33041 All insurance policies must specify that they are not subject to cancellation, non -renewal, material change or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. Acceptance and/or approval of Event Sponsor 's insurance shall not be construed as relieving Event Sponsor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies. Any deviations from these General Insurance Requirements must be requested in writing on the County form titled "Request for Waiver of Insurance Requirements" and must be approved by Monroe County Risk Management. Event Sponsor shall furnish the County with a certificate evidencing the insurance required by this paragraph not later than twenty (20) days prior to the event. Prior to commencement of work governed by this contract, Event Sponsor shall obtain General Liability Insurance Coverage that shall be maintained throughout the life of the contract and include, as a minimum: Premises Operations Products and Completed Operations Blanket contractual Liability Personal Injury Liability Expanded Definition of Property Damage The minimum limits acceptable shall be: $1,000,000.00 combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $500,000.00 per Person $1,000,000.00 per Occurrence Key West World Championship Race Event Funding FY 2007 3 $100,000.00 Proper,, jamage 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. Prior to the commencement of work governed by this contract, Event Sponsor shall obtain Water Craft Liability Insurance with terms no less restrictive than those found in the standard "American Institute Null Clauses" (June 2, 1977 edition). Coverage shall be maintained throughout the life of the contract and include, as a minimum: Injury (including death) to any person Damage to Fixed or Movable Objects Costs Associated with the Removal of Wrecked Vessels Contractual Liability with Respect to this Contract If the policy obtained states that coverage applies for the "Acts or Omissions of a Vessel", it shall be endorsed to provide coverage for the legal liability of the ship owner. The minimum limits acceptable shall be: $1 Million Combined Single Limit (CSL) Coverage provided by a Protection and Indemnity Club (P&I) shall be subject to the approval of the County. 10. Permits: Event Sponsor will secure all required permits, licenses including but not limited to occupational licenses. 11. Laws and Regulations: Any and all services, materials and equipment shall comply fully with all Local, State and Federal laws and regulations. 12. Taxes: The BOCC and TDC are exempt from Federal Excise and State of Florida Sales Tax. 13. Finance Charges: The BOCC and TDC will not be responsible for any finance charges. 14. Relation of BOCC/TDC: It is the intent of the parties hereto that Event Sponsor shall be legally considered as an independent contractor and that neither it nor its employees shall, under any circumstances, be considered servants or agents of the BOCC and TDC, and the BOCC and TDC shall at no time be legally responsible for any negligence on the part of said Event Sponsor, its employees or agents, resulting in either bodily or personal injury or property damage to any individual, firm, or corporation. 15. Disclosure: Event Sponsor shall be required to list any or all potential conflicts or interest, as defined by Florida Statute 112 and Monroe County Code. Event Sponsor shall disclose to the BOCC and TDC all actual or proposed conflicts of interest, financial or otherwise, direct or indirect, involving any client's interest which may conflict with the interest of the BOCC and TDC. Key West World Championship Race Event Funding FY 2007 4 16. Assignment: Ever,. Sponsor shall not assign, transfer, convey, sublet or otherwise dispose of this agreement, or of any or all of its right, title or interest therein, or his or its power to execute such agreement to any person, company or corporation without prior consent of the TDC and BOCC. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Event Sponsor and their respective legal representatives, successors, and assigns. 17. Nondiscrimination: County and Event Sponsor 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 and Event Sponsor 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) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the bases of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 18. Security Protection: Event Sponsor agrees to provide adequate security for the event. 19. Ethics Clause: Event Sponsor warrants that it has not employed, retained or other wise had act on its 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 County may, at its discretion terminate this agreement without liability and may also, at its discretion, deduct from the agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer or employee. Key West World Championship Race Event Funding FY 2007 5 20. Logo: All promotio. ., literature and display advertising �,tith the exception of generic advertising must display the "Florida Keys & Key West, Monroe County Tourist Development Council Come As You Are" logo/trade mark (as per enclosed). This logo/trade mark was adopted by the TDC and County in November 2000. Radio Advertising should 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. 21. Severability: If any provision of this Agreement shall be held by a Court of competent jurisdiction to be invalid or unenforceable, all remaining provisions shall not be affected thereby; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 22. Authority: Each of the signatories for the sponsor below certifies and warrants that: a) The sponsor's name in the agreement is the full name as designated in its corporate charter, and b) they are empowered to act and execute agreement for the sponsors and c) this agreement has been approved by the sponsor's Board of Directors. 23. Public Entity 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 CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list". 24. Force Maieure: The Event Sponsor shall not be liable for delay in performance or failure to produce the event in whole or in part -due to the occurrence of any contingency beyond its control or the control, 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, 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 event to be produced, in full or in part, as described and for which the Event Sponsor has exercised reasonable care in the prevention thereof. 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 Event Sponsor after consideration of all relevant facts and circumstances surrounding the delay in performance or failure to produce the event. Upon demand of TDC or BOCC, the Event Sponsor must furnish evidence of the causes of such delay or failure. BOCC shall not pay for any services or activities, promotional or otherwise, connected with an event produced after the date(s) described in paragraph 1 and Scope of Services. Key West World Championship Race Event Funding FY 2007 C1 25. Governing Law, VE. a: This Agreement shall be g,.arned by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Event Sponsor agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. 26. 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 Event Sponsor 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. 27. Claims for Federal or State Aid. Event Sponsor 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. 28. Adiudication of Disputes or Disagreements. County and Event Sponsor 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. 29. No Solicitation/Payment. The County and Event Sponsor 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 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. 30. Public Access. The County and Event Sponsor 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 Key West World Championship Race Event Funding FY 2007 7 the County and Event Sponsor conjunction with this Agreement; �, id the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Event Sponsor. 31. 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. 32. Legal Obligations and Responsibilities: 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. 33. Non -Waiver of Immunity: Notwithstanding he provisions of Sec. 286.28, Florida Statutes, the participation of the County and the Event Sponsor 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. 34. 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 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 this Agreement. 35. Attorney's Fees and Costs: The County and Event Sponsor 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. Key West World Championship Race Event Funding FY 2007 t'3 36. Section Headings: -)ection headings have been inserteu 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. 37. Entire Agreement: The parties agree that the Agreement above constitutes the entire agreement between the BOCC and Event Sponsor. IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written. (SEAL) Attest: Danny L. Kolhage, Clerk DelSuty Clerk (CORPORATE SEAL) Attest: By. Secretary Print Name OR TWO WITNESSES (1) Print Name Key West World Championship Race Event Funding FY 2007 Board of County Commissioners of Mon e County Mayor/C irman Conch Republic Offshore Power Boat Racing Association Inc. a (2) President Print Name Print Name MONROE COUNTY ATTORNEY APPROVED°(%S TO�FO,RM: SUSAN M. GRIMSIt.EY ASSISTANT. 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ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: BOCC approved original agreement at their meeting of October 18, 2006. CONTRACT/AGREEMENT CHANGES: Amend Agreement to Revise Exhibit A — Dates and Names of events 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 OMB/Purchasing 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: Florida Keys Art Guild Contract #2q5 Inc. Effective Date: 10/18/06 Expiration Date: 9/30/07 Contract Purpose/Description: Approval of an Amendment to Agreement with Florida Keys Art Guild, Inc. to revise Exhibit A showing names and dates of concerts for the Florida Keys Art Guild Outdoor Art Festivals. Contract Manager: Maxine Pacini 3523 TDC 4 3 (Name) (Ext.) (Department/Stop 4) for BOCC meeting on 9/19/07 Agenda Deadline: 9/4/07 CONTRACT COSTS Total Dollar Value of Contract: $ 21,000 Current Year Portion: $ Budgeted? Yes® No ❑ Account Codes: 115-75011-530340-T75C-482-X-530480 \/ Grant: $ 115-75011-530340-T75C-482-X-530410 County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc. CONTRACT REVIEW Changes D to In Needed evi er Division Director . , Yes[-]No®a Risk Mana ement dd5��)Yes❑ No "4 OWB./Purch�ing 01 Yes❑ No� -�e � `� I County Attorney Yes❑ NoE3' S.Grimsley Comments: OMR Form Revised 2/27/01 MCP Date Out ir;:2-i , Aug 14 07 10:48a P•1 08-14-2047 10:35ae From -TOURIST DEVELOPMENT COUNCIL T-120 P.002/003 F-404 AMENDMENT [1st AMENOMEN]] 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, Florida, a political subdivision of the state of Florida, (-County) and Florida Keys Art Guild, Inc. a Florida corporation ("Event Sponsor«). WHEREAS, there was a contract entered into on October 18, 2006 between the parties, awarding $21,000 for the production of Florida Keys Art Guild Outdoor Art Festivals; and WHEREAS, it has become necessary to revise the schedule for the concerts; and WHEREAS, Exhibit A needs to be revised to reflect the change in concert names and dates; NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. Exhibit A of the Agreement dated October 18, 2006 shall be revised, and attached hereto. 2. The remaining provisions of the contract dated October 18, 2006 remain in full force and effect. 1N 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 Amendment #1 Frarida Keys Art Guild Board of County Commissioners of Monroe County MayedChairman Florida Keys Art Guild, Inc. By r President Print Name (2) (2) Print Name 1 . Ff eAq irilniri� �7n REVISED EXHIBIT A MONROE COUNTY TOURIST DEVELOPMENT COUNCIL CULTURAL UMBRELLA SCHEDULE OF EVENTS FISCAL YEAR 2007 EVENT NAME: Florida Keys Art Guild Art Festival 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. Nov. 25 - 26, 2006 City Events Field, Marathon Dec. 16 - 17, 2006 Lorelei Resort Islamorada Jan. 6 - 7, 2007 City Events Field, Marathon Jan. 20 - 21, 2007 Anthony's Key Largo Feb. 3 - 4, 2007 Lorelei Resort Islamorada March 10 - 11, 2007 Lorelei Resort Islamorada March 24 - 25, 2007 City Events Field, Marathon March 31 - April 1, 2007 Marr Properties, Key Largo April 6 - 7, 2007 Robbie's Islamorada August 10, 2007 To: Maxine Pacini, Monroe County Tourist Development Council From: Andrea Comstock, Cultural Umbrella Administrator Re: 2006/07 Cultural Umbrella - Exhibit A Revision Florida Keys Art Guild The attached revision of "Exhibit A - Schedule of Events" for the Florida Keys Art Guild 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 Florida Keys Art Guild, 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 effective October 1, 2006, as described in the event budget, attached hereto as Exhibit B, for production of the Florida Keys Art Guild Outdoor Art Festivals between November 25, 2006 and May 28, 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 Florida Keys Art Guild Outdoor Art Festivals 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 Florida Keys Art Guild Outdoor Art Festivals 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: Florida Keys Art Guild Outdoor Art Festivals 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 party has caused this Agreement to be executed by its duly authorized representative, the day of 2006. (SEAL) Attest: Danny L. Kolhage, Clerk (7-1-L-4 Deputy Clerk (CORPORATE SEAL) Attest: By. _ Secretary Print Name OR TWO WITNESSES (1) Print Name Florida Keys Art Guild Outdoor Art Festivals Cultural Umbrella Funding FY 2007 Board of County Commissioners of Monroe County Mayor/CVPirman Florida Keys Art Guild, Inc. B 0 P sident . ) A LO Prini Name (2 Print Name MONROE COUN 1'Y ATTORNEY APPROVED AS -TO FORM: �1 4 SUSAN M,, ORIMSLEY ASSISTANT COUNTYATTORNEY La EXHIBIT A MONROE COUNTY TOURIST DEVELOPMENT COUNCIL CULTURAL UMBRELLA SCHEDULE OF EVENTS FISCAL YEAR 2006 EVENT NAME:.._ Florida Keys Art Guild Outdoor Art Festivals List scheduled event activities in date order. If pre -promotion is included, indicate the event dates of the next season. If funded, funds will be reimbursed only for the promotion of event activities listed here. November 25-26, 2006 City Events Field Marathon Dec. 16-17, 2006 Lorelei Resort Islamorada Jan. 6-7, 2007 Key Colony Beach Marathon Jan. 20-21, 2007 Waldorf Plaza Key Largo Feb. 3-4, 2007 Lorelei Resort Islamorada Mar. 10-11, 2007 Lorelei Resort Islamorada Mar. 17-18, 2007 City Events Field Marathon Mar. 31-Apr. 1, 2007 Waldorf Plaza Key Largo May 26-28, 2007 Lorelei Resort Islamorada 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 Tourist Development Council Cultural Umbrelle Application EXHIBIT B MONROE COUNTY TOUIST DEVELOPMENT COUNCIL CULTURAL UMBRELLA EVENT FUNDS BUDGET BREAKDOWN FISCAL YEAR 2007 EVENT NAME: FLORIDA KEYS ART GUILD OUTDOOR ART FESTIVALS MEDIA ADVERTISING $ 19,000 BROCHURES, POSTERS, PROGRAMS $ 500 DIRECT MAIL & POSTAGE $ - PHOTO PROGRAM $ - PUBLIC RELATIONS $ - PROMOTIONAL ITEMS $ 500 (As approved by the advertising agency) MISCELLANEOUS* $ 1,000 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. TOE WO —RID A KEVS WIN T01 [to RIDA KIVS & k vWLST T01 rLORIDA KIVS & KLV WEST MONROE (OUNTY TOURIST DEVELOPMENT(OUN(IL MONROE (OUNTY TOURIST DEVELOPMENT(OUN(IL MONROE (OUNTY TOURIST DEVELOPMENT (OUN(IL Come as you are' Come as ,you are` Come as you arc' TOE [LORIDA KEVS 6 NLY WEST MONROE (OUNTY TOURIST DEVELOPMENT (OUN(IL Come as you are-' TNT I O N KEVS Wy WEST MONROE (OUNTY TOURIST DEVELOPMENT (OUN(IL Come as you are' TN1MONKEYSWYCI MONROE (OUNTY TOURIST DEVELOPMENT (OUN(IL Come as you are® tfl-1 LORIDA KKLYWUST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are° tfl-1 I-LOR I DDA K KLYWUST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are' TOE [LORIDA KEVS 6 KEY WEST MONROE (OUNTY TOURIST DEVELOPMENT (OUN(IL Come as you are" T01 MOWN KlVS WYOST MONROE (OUNTY TOURIST DEVELOPMENT (OUN(IL Come as you are® T01 �IORIDA IYS WYOST MONROE (OUNTY TOURIST DEVELOPMENT (OUN(IL Come as you are® TOE FLORIDA KEVS 6 KEV WEST MONROE (OUNTY TOURIST DEVELOPMENT (OUN(IL Come as you are' T01 MOWN Kl VS WYOST MONROE (OUNTY TOURIST DEVELOPMENT (OUN(IL Come as you areo T01 RORIDA KIPS � Y WST MONROE (OUNTY TOURIST DEVELOPMENT (OUN(IL Come as you are' M-1 W R I DDA KKLYWLST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are° N-1 NORIDA K VyWUST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are' WFLORVAKKLYWUST MONROE COUNTY TOURIST DEVELOPMENT [OUN(IL Come as you are° TNT [10RIDAKKLWEST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are' M -I ILORIDAKKVW�ST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are° tfl-1 FOR I DDA KFyWUST MONROE COUNTYTOURIST DEVELOPMENT COUNCIL Come as you are' THE RORIDA K[YS &KLYW�ST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are" THE [10RIDA Klys &KLYW�ST MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Come as you are' MCTG-3125 New Logo Slick L01 1996 Edition ,NIONROE 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: FIOt ida /Ley S A-rh 64 (cl Inc. Name of Event:'FIQ ► ,l cta \I S A Y+ Gu to C,l'}d((y r Fes- VQIS Contract for: Services Address of Contractor: CIO TDC Att: Maxine Phone: 305-296-1552 Scope of work: Advertising and Promotion Reason for Waiver: Providing funds to promote event only Minimal exposure to county Policies Waiver will apply to: See Attached Signature of Contractor: Approved Not Approved Risk Management: Date: County Administrator Appeal: .approved _ Date: -Not Approved Board of County Commissioners Appeal: Approved Not Approved fleeting Date: _ Administration Instruction #4 709.2 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: SEPTEMBER 19, 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 Mitchell Wolfson Family Foundation, Inc. covering the Rehabilitation of the Audubon Geiger House Museum project to revise scope of services and compensation. ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: BOCC approved original agreement at their meeting of October 18, 2006. CONTRACT/AGREEMENT CHANGES: Amend Agreement to Revise Exhibit A — Scope of Services and Compensation STAFF RECOMMENDATIONS: Approval TOTAL COST: $2,420 BUDGETED: Yes X No COST TO COUNTY: $2,420 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: AGENDA ITEM # Revised 11/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Mitchell Wolfson Family Contract # Foundation, Inc. Effective Date: 10/18/06 Expiration Date: 9/30/07 Contract Purpose/Description: Approval of an Amendment to Agreement with Mitchell Wolfson Family Foundation Inc. covering the Rehabilitation of the Audubon Geiger House Museum project to revise scope of services and compensation. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 9/19/07 Agenda Deadline 9/4/07 CONTRACT COSTS Total Dollar Value of Contract: $ 2,420 Current Year Portion: $ Budgeted? Yes® No ❑ Account Codes : 117-77040-530340-T77B-597-X-530340 Grant: $ County Match: $ Estimated Ongoing Costs: $_ (Not included in dollar value above Division Director ADDITIONAL COSTS /yr For: CONTRACT REVIEW Changer 134te In Needed Yes❑ No Risk Manzi ent '�. =�lYes❑ No O.M.B./Purchasing County Attorney Comments: -� 3 -? Yes❑ No Yes❑ No salaries, etc.) Date Out 41��-Z �-' /If U �1; vivits rorm Kevisea ivi(r iTl 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 Mitchell Wolfson Family Foundation, Inc. WHEREAS, there was a contract entered into on October 18, 2006 between the parties, awarding $15,000 for the Rehabilitation of the Audubon/Geiger House Museum project at 205 Whitehead Street, Key West; and A; and WHEREAS, it has become necessary to revise the work outlined in Segment 1 of Exhibit WHEREAS, Mitchell Wolfson Family Foundation will not be completing all work outlined in Segment 1 of Exhibit A; and WHEREAS, the revisions to exhibit A revises the compensation amount in paragraph 3 of the Agreement; and NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. Exhibit A shall be revised and attached hereto. 2. SCOPE OF AGREEMENT. The Grantee shall provide the following scope of services: Segment 1: Fence Repair and Repainting. 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 Louis Wolfson III, 9400 S. Dadeland Blvd. Suite 100, Miami, FL 33156 (Telephone: 305-854-7100/Fax: 305-859-9858/E-mail: Lou isw@pinnaclehousing. 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. 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. Amendment #1 Audubon/Geiger House Museum Project (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 $2,420 (Two Thousand, Four Hundred and Twenty Dollars) for materials and services used to repair and 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. 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 Amendment #1 Audubon/Geiger House Museum Project 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. 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. Amendment #1 Audubon/Geiger House Museum Project 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 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. Amendment #1 Audubon/Geiger House Museum Project Aug-lu. IUUI 1:50PM No-3370 P- 6 (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. 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 Board of County Commissioners of Monroe County Mayor/Chairman (CORPORATE SEAL) Mitchell Wolfson Family Foundation, Inc. Attest: _ By. Secretary Print Name OR PWMI 11 Print Name ennt Name MONROE COUNTY ATTORNEY APPROVED AS o FORM; x SUSAN M. IMSLEY TANTCOUNTYATTppNEY::ASSI te h q � ,���—� Amendment #1 Audubon/Geiger House Museum Project co: 0 rA 0,40 cl a_ 0 EO 00 CL u 'o 0 0 46- = E 0 ---------------------------------------------------------------------------------------------- Z) c Q) 0 V)•Q) Z) Z) C Q) E > V) 0 -C 00 D u 0 D V) Q) -0 0 Q) C) Q) u 75 -D 0 4) (/)Il 0 E -+- 4) 01 U 0 70 _0 C 0.0 Q) D E -0 Q) D V) 06 Q) 0 LL- (/) u Q) Q) > > o Q) 0 0 Q) Q) E 21. 4- E Q) Q) Q) V) Q) u Q> U- 0 V) Q) -0 E x Q) u c 0 C 0 0-1-- V) "0 -1- 0 0 0 -n 4- Z) Z/' 0 4- u E Q) U - Q) Q) CL- A u Q) E Q) 0 Q) 0 E c Q) Q) u Q) 4- u H aci 4- Q) E E Q) Q) u z c :2 >, UJ a X 0 *= Q) E --v > Q) a 4 Q) 0 U > u 4-- 10 CL 0 Q) -5 Q) u Ln 0, C-6 LX-) C LLJ V) -I.- 0 V) Q) C14 C 0 0 V) z ce LL- c — — V, 0 LU a- D V) V� 0 Q) LL. LL.o Q) 0 Q) Q) 0 0 c)-a u V) LLJ 0 0) Q) 0 Q) Lo Q) 0 Q) LU LU CE U c 4) Q) 02 "0C QC4 Q) �&- -0 o0U QQ 0) Q) Q) z z z z 10 S V) r)l Grant Award Agreement This AGREEMENT dated the 19tkday of 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 Mitchell Wolfson Family Foundation, 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 owns and contracts to a not -for -profit corporation for the operation of a museum which is open to the public; and WHEREAS, Grantee has applied for funding for the Rehabilitation of the Audubon/Geiger House Museum project at 205 Whitehead Street, Key West; 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 improve the property for use as a museum 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: Dormer repair; Restoration & Painting; Fence Repair and Repainting. 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 Louis Wolfson III, 9400 S. Dadeland Blvd. Audubon'Geiger House Museum Capital Project Funding FY 2007 Suite 100, Miami, FL 33156 (Telephone: 305-854-7100/Fax: 305-859-9858/E-mail: LouiswCcD-pinnaclehousinq.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. 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 $15,000 (Fifteen Thousand Dollars) for materials and services used to repair and 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% Audubon, Geiger House Museum Capital Project Funding FY 2007 (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. 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 Audubon.'Geiger House Museum Capital Project 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 under this Grant Agreement. However, the Grantee shall maintain, preserve and Audubon'Geigcr House Museum Capital Project Funding FY 2007 4 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 their agents and representatives. In the event of an audit exception, the current fiscal Audubom'Geiger house Museum Capital Project Funding FY 2007 5 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 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 Audubon. Geiger House Museum Capital Project Funding FY 2007 6 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. Audubon,Geiger House Museum 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 Audubon"Geiger House Museum Capital Project Funding FY 2007 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 Audubon Geiger House Museum Capita( Project 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 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. (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 Audubon'Geiger House Museum Capital Project Funding FY 2007 10 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 public building or public work, may not submit bids on leases of real property to public Audubon'Geiger House Muscum Capital Project Funding FY 2007 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. 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 AudubomGeiger House Museum Capital Project Funding FY 2007 12 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: Louis Wolfson III Mitchell Wolfson Family Foundation, Inc. 9400 S. Dadeland Blvd Suite 100 Miami, FL 33156 For Grantor: Lynda Stuart Monroe County Tourist Development Council 1201 White Street, Suite 102 Key West, FL 33040 and Susan Grimsley, Asst. County Attorney P.O. Box 1026 Key West, FL 33041-1026 22. CLAIMS FOR FEDERAL OR STATE AID. Contractor and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 23. NON -DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the Audubon'Geiger House Museum Capital Project Funding FY 2007 13 extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 24. NON -RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Grantee agree that neither the County nor the Grantee or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 25. ATTESTATIONS. Grantee agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. 26. NO PERSONAL LIABILITY. No covenant or Agreement contained herein shall be deemed to be a covenant or Agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 27. FORCE MAJEURE. The Grantee shall not be liable for delay in performance or failure to complete the project, in whole or in part, due to the occurrence of any contingency beyond its control or the control of its contractors and subcontractors, including war or act of war whether an actual declaration thereof is made or not, act of terrorism impacting travel in the United States, insurrection, riot or civil commotion, act of public enemy, epidemic, quarantine restriction, storm, flood, drought or other act of God, or act of nature (including presence of endangered animal species which cannot be timely removed in a safe manner or any act of any governmental authority which prohibits the project from proceeding as described in the scope of services and incorporated references and which the Grantee has exercised reasonable care in the prevention thereof. However, lack of planning for normal and expected weather conditions for the time of year the project is to be executed shall not constitute an act of God excusing a delay. Any delay or failure due to the causes stated shall not constitute a breach of the Agreement; however, the BOCC shall have the right to determine if there will be any reduction to the amount of funds due to the Grantee after consideration of all relevant facts and circumstances surrounding the delay in performance or failure to complete the project within the contract period. Upon demand of TDC or BOCC, the Grantee must furnish evidence of the causes of such delay or failure. BOCC shall not pay for any goods received or services provided after the date(s) described in paragraph 1 and Scope of Services. Audubon'Geiger House Museum Capita( 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. 0-1 Atte4 r0y,,L. Kolhage, Clerk Defputy Clerk (CORPORATE SEAL) Attest: By. Secretary Print Name OR TWO WITNESSES Audubon'Geiger House Museum Capital Project Funding FY 2007 Board of County Commissioners of Monroe County Mayor/Chairman Mitchell Wolfson Family Foundation, Inc. 1't By z7iP esident I /'GJf--, , (�/�": &A Print Name (2) ya,�t J MONAD& COUNTY ATTORNEY AIOPIAQVLED AS TO FORM: AIIISTAN COUNTY,�TTORNEY Ditto �? ,c - C ((� l5 Q N _ E Vl O x v r- W v V1 a U w O E� o D o ,u Q � Ew o O a = v= (D as 3 � 0 0 II 0-0 O Q �O N ?` � C aci O N N O -n 0 E y po0.0 O •y y- E Z 0.vc�� V) H U ryz C .0 >, U : oa >-_ -1 C7 c F- LLJ O v, •y .� ,c Z aC � �� Oct;:= y- 3 00 w o' 4) -v W W cO U E :5 ti v ZZ ZZI-ov S o LO N o o O- — N d' b4 ------------------------------------------------------------------------------------ O O LO N � D o- C3 b9- OR O V) �- > N `� •� o O 0 Q O Q N O O N O °o U0) N N N N O p D N O O N'O Q N N� N _c O co O00 O U Q O O D O N 70 N Q� N �O U No > Q Q�'�� O 0 O OO O O X O E Q O 65� a)p 0 Q "' O O N QN�� N p. 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San Antonio TX 78230 Phone: 888-591-1954 Fax:210-737-35 4j FOR INGCOVERAGE NAIC# INSURED ) INSURER A: ;Hartford Casualty Ins Co 29424 Audubon House, DBA SEpf SU F : Ms. Denise Hastyy INSURERC: 9400 South Dadeland Blvd. 100 INSURERD: Miami FL 33156 E: CAVFRAnFS t1.•. THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUMBER DATE MM/DD XP DATE MWDD/YY LIMITS A X GENERAL LIABILITY X COMMERCIALGENERALLIABILITY CLAIMS MADE ® OCCUR X Business Owners 54SBAEX5579 04/01/06 04/01/07 EACH OCCURRENCE $ 1000000 PREMISES (Ea occurence) $ 300000 MED EXP (Any one person) $ 10000 PERSONAL BADVINJURY $1000000 GENERAL AGGREGATE 3 2000000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PRO-jE LOC PRODUCTS - COMP/OP AGG $2 0 0 0 0 0 0 A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 54SBAEX5579 04/01/06 04/01/07 COMBINED SINGLE LIMIT (Ea accident) $ 1, 0 0 0 , 0 0 0 BODILY INJURY (Per person) $ X BODILY INJURY (Per accident) $ nx PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY F I ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY: AGG $ $ A EXCESS/UMBRELLA LIABILITY X OCCUR CLAIMSMADE DEDUCTIBLE X RETENTION $10, 000 54SBAEX5579 04/01/06 04/01/07 EACH OCCURRENCE $ 51 000, 000 AGGREGATE $ 5, 000, 000 S $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROP RI ETD RIPA.P.TNE?IEXcrUT11IE OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below I! I TORY LIMITS I ER E.L. EACH ACCIDENT - - --- -- - - -- E.L. DISEASE - EA EMPLOYEE _ 3 --- - - - $ E.L. DISEASE • POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Monroe County Board of County and Monroe TDC listed as additional insured with respects to the General Liability policy. CERTIFICATE HOLDER CANCELLATION MONRO - 3 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN Monroe County Board of County NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL c/o Risk Management IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR P.O. Box 1026 Key West FL 33041 REPRES119—TA—TIVIEW AUTHORIZED AGUKU LO (LUUI/UtS) © ACORD CORPORATION 1988 CERTIFICAI OF LIABILITY % r pr , f L , D , DMS INC . an w = LILo= DR., STR 420 Kima PL 33126 Phone:305-262-0086 • Ili-•':• :.'/ :1 . [' '�. i; ' ONLY AND CONFER No. _ .erm UPON THE CERmFtCATE AT10N HOLDER TKS-CERT69CATEHOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. WURERS AFFORDING COVERAGE NAIC 4 aaNFM A.- Zenith Insurance Co. LMBIALLgt l'k V49LAE R C: wYL:w%nvaa OF I GUft%M E LEM MELOW ►lLVL:MEIN SWMIM'n& PWAM KftM AWYE FM7M POL.ILY PEIUM N ATM MDTWfft fAW0*4 YW POLK= My IEi pf34q f, TM Olt OOIEfl1cM OF ANY COWMACf OR OTHM C0CtMMU4TMH ILOWEM TO MARpi 71S Wit - ATE MAY UE LLILLuEC OR MAY PINTAK TFE MWOE AFFOIEM K W POUJC" cLaMMM� MOM 0 MULWTTO ALL TW TELM 5 e)MLLMM NO CONW OM OF 8fXIA POUCEa. 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Box 1026 Roy tint YL 33041 �� 26 i200S/08) ". CERTIFICAT'" -F LIABILITY INSURANCF s _i'� I - 09/06/045 PnoollExLL 7tM6 C6R71RiCATE IS NDr_ _.. w8 A NATTER OF pVFORMA?tON ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE BAR, BUCXIM, DZWS 721C . 6161 BLVi L11 ;DW DR., STM 420 HOLDER THIS CERTIFCATE DOES NOT AMEND, EWMND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. mum !L 33126 phone: 305-262-0086 W&VRERS AFFORDING COVERAGE NAIC 0 LNSULLm 1*0jmmk Sardth lnsuranoe Co. LNLILmtx ik • � UCLrom IP]iB�i= Mstlr a 3%00 ffi,VD STi 100 MASERS TM poUCM Of M:lXMM LWW MLOW HAVE �VM NM TO TW MRJMZ NAIW AWWE MR"& M Y MM M MTL'A. NUM"FilfrAMWO mm OR CONUffM OFAW COfflL M OR UDW p=WWMTH RWWrTO VMCH TLM ClfflTIF"'M MAY LIE OLWM OR MAY I*li7W THE 6MMW*AW=W !YTW PIlL1ClEiB 0E1l[ MM HN L M TM All THE T�. E]fCLLWM& Alta Ca1MfT 0W OF ffiX:H FO EM AO1 AS"' E LMTa SK" MAY #MVE Mai MUM W PAM CLMW T IP[ OF MrIMAItZt Pou" MAR Ulm ' GEMERAL UAM.►IY ~�COUL93CML 9043M UARLR'Y ,xme wm ❑ ODOUR GOMAAOR Pp"SITEWFAMM PIR icy ZR 0 LAC L';i OOGUAAEI m PRO""am mow poem)PII:70NALAAEFWMARY OEI!S L ADOREmTE PRDOUCTa-00MPl0PAG0 i = i i i AUTCWO� LMNUM AM' AUM ALL OLWM AUTM •DR�L� AUTO@ FtO1t�A17iOlr NCKOW BDAUTO6 # + 1 A OuLumm iMOLE LW O BO LMRY O OCALY MAW t PROWNDAMAW ftimm LiAlt ay AW AUM AM Ol&Y - HA ADWE T , CTHM I" EA AOC AUTO Oar. AGO = i L A L�AfLL 1iY 0=X% ❑ CAM W= DEMXT" MCH DOW00910E s AGGPOUTZ Lt s ► A unrNr�l CplL�ATbII AIO Y arrl eee pavTo= S833161411 OS/01/061 05/01/07 _ LLLCH 6200 000 ILL ONFAE - EA ± 1o o v D LL�Dffi0WJE-P0LJCYLAP E5O0 000 oa�rsLaN oP Or■rwTLON� r LAOATLOIM r rLsa�leL►�L,U■OLLte A1�0® t1' mLaORrOMnL�rL•►�Plt.'LAL. PnOLrnICMa mumn AIRY of THE Awn OmMuND POMM m CANXLL® THi EXMMTM Dbnroo County Hoard of County OATIE THWtOW. 7M saLNW N OLXM wE,L. BIMAVOR TO MAL 30 aAYs wwrr M Cawmissioanars %Risk Nanagament mm= m THE convTCATE HOL of R HAMM TO Tla UrT. Mff PAALL►NE TO DO 80 !!HALL Maria Slapik ■ *W NO COUOATLON OR LWOL Y OF ANY KMD UPON TW PdKMM LTa ADEM OR P.O. Box 1026 Key West YL 33041 L FASERrAit M - ---------- I �-Zml AMWn 2912N-IM 1 0 ACORD CORPORA110N im BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: SEPTEMBER 19, 2007 Division: TDC Bulk Item: Yes X No _ Department: Staff Contact Person/Phone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Rescind Agreement with Middle Keys Events Council, Inc. for the Pro-Wakeboard Tour National Championship on October 26-28, 2007. ITEM BACKGROUND: Event has been cancelled. PREVIOUS RELEVANT BOCC ACTION: BOCC approved original agreement at their meeting of November 15, 2006. CONTRACT/AGREEMENT CHANGES: Rescind STAFF RECOMMENDATIONS: Approval TOTAL COST: $65,000 COST TO COUNTY: $65,000 BUDGETED: Yes X No 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 # Aug 24 07 09:27a Randy Mearns 305-743-0922 p.1 Middle Keys Events Council, Inc. 10690 Aviation Boulevard Marathon, Florida 33060 305-743-5805 August 22, 2007 Monroe County Tourist Development Council 1201 White Street Key West, Florida 33040 To whom it may concern: We are sorry to advise you that the Pro Wakeboard National Championships scheduled for October 26 — 28 at Sombrero Beach will not occur. The primary sponsor (Tige Boats) has decided that they wish to visit another venue for this year and without their support, it is not economically feasible to stage this event. We appreciate the support of DAC III, TDC, and the BOCC for this event and hope to be able to bring it back again some day in the future. We are sorry for inconvenience the cancellation has caused you and apologize for the late date of notification, however I just found out myself last week. zinc rely, -..fir Randall Meams, Chairman Turn Key Events Agreement This AGREEMENT dated the I S day of Nuvemhty- 2006, is entered into by and between the BOARD OF COUNTY COMMISSIONERS FOR MONROE COUNTY, hereinafter "County" or "BOCC," on behalf of the TOURIST DEVELOPMENT COUNCIL, hereinafter "TDC" and Middle Keys Events Council, Inc., hereinafter "Event Sponsor". WHEREAS, Event Sponsor has proposed the presentation of a Turnkey Event as described below; and WHEREAS, the BOCC finds it in the best interest of the County to promote tourism by entering into this agreement, NOW, THEREFORE, and in consideration of the mutual covenants, contained herein the parties agree as follows: 1. The BOCC agrees to pay from tourist development tax funds $65,000 (Sixty Five Thousand Dollars) for the Pro Wakeboard Tour National Championship on October 26-28, 2007 provided Event Sponsor meets all of its obligations under this agreement. 2. Scope of Services: Event Sponsor agrees to provide the County with an event as specified in the Scope of Services described in the funding application, including the following: 1. National recognized sponsorship which will guarantee national TV (which shall be aired within ninety days (90) of event taking place), radio and magazine marketing 2. A three (3) day national wakeboard championship with competitions for juniors, men and women 3. Awards ceremony 3. Payment: Payment of the sum set forth in Section 1 above will be made upon the completion of the event and upon the airing(s) of national and/or international television when said promotion has been brought forward within the application as a component of qualifying as a TurnKey Event and subsequently outlined within the scope of services within the contract. Upon receipt from Event Sponsor of a proper invoice with documentation, reviewed and verified by the Tourist Development Council (TDC) Administrative Office, proving that event has been produced and promoted through print advertising, news releases, and the required insurance was obtained no less than twenty days prior to the event, BOCC shall pay pursuant to the Florida Prompt Payment Act. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the BOCC. Pro Wakeboard Tour National Championship Turnkey Funding FY 2007 1 4. Accounting: L-vent Sponsor shall maintain all bulks, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Event Sponsor shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to Event Sponsor. 5. Modification: Any changes to this contract may be made only by written mutual agreement, recommended by the TDC and approved by the BOCC. 6. Termination: This Agreement will terminate on March 31, 2008, unless earlier terminated pursuant to Section 7 below. All invoices must be submitted prior to March 31, 2008. 7. Non Occurrence of Event: Event Sponsor shall give written notice to the Monroe County Tourist Development Council if it is found necessary to cancel an event. The notice shall contain the following specifics: 1) reason for cancellation, 2) documentation of the reason for cancellation and 3) person authorized to cancel including title and stated affiliation. 8. Indemnification and Hold Harmless: Event Sponsor 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 event sponsored by Event Sponsor. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. This provision shall survive the expiration or earlier termination of this Contract. 9. 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: Work associated with the Event (including pre -staging of personnel and material) shall not commence 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 shall release County of any obligation to compensate event sponsor. Further, any material misstatement in the application for insurance coverage shall release County from it's obligations to pay under this agreement. Event Sponsor 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 Pro Wakeboard Tour National Championship Turnkey Funding FY 2007 2 Or • Certificate of Insurance e-mailed from Insurance Ag,--nt/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 Event. The Insurance policy must state that the Monroe County BOCC and Monroe County TDC is the Certificate Holder and additional Insured for this event. Insurance should be mailed to: Monroe County Board of County Commissioners C/O Risk Management P.O. Box 1026 Key West, FL 33041 All insurance policies must specify that they are not subject to cancellation, non -renewal, material change or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. Acceptance and/or approval of Event Sponsor 's insurance shall not be construed as relieving Event Sponsor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies. Any deviations from these General Insurance Requirements must be requested in writing on the County form titled "Request for Waiver of Insurance Requirements" and must be approved by Monroe County Risk Management. Event Sponsor shall furnish the County with a certificate evidencing the insurance required by this paragraph not later than twenty (20) days prior to the event. Prior to commencement of work governed by this contract, Event Sponsor shall obtain General Liability Insurance Coverage that shall be maintained throughout the life of the contract and include, as a minimum: Premises Operations Products and Completed Operations Blanket contractual Liability Personal Injury Liability Expanded Definition of Property Damage The minimum limits acceptable shall be: $1,000,000.00 combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $500,000.00 per Person $1,000,000.00 per Occurrence $100,000.00 Property Damage Pro Wakeboard Tour National Championship Turnkey Funding FY 2007 3 An Occurrence Form polic• preferred. If coverage is providr on a Claims Made policy, its provisions should include coverage ror 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. 10. Permits: Event Sponsor will secure all required permits, licenses including but not limited to occupational licenses. 11. Laws and Regulations: Any and all services, materials and equipment shall comply fully with all Local, State and Federal laws and regulations. 12. Taxes: The BOCC and TDC are exempt from Federal Excise and State of Florida Sales Tax. 13. Finance Charges: The BOCC and TDC will not be responsible for any finance charges. 14. Relation of BOCC/TDC: It is the intent of the parties hereto that Event Sponsor shall be legally considered as an independent contractor and that neither it nor its employees shall, under any circumstances, be considered servants or agents of the BOCC and TDC, and the BOCC and TDC shall at no time be legally responsible for any negligence on the part of said Event Sponsor, its employees or agents, resulting in either bodily or personal injury or property damage to any individual, firm, or corporation. 15. Disclosure: Event Sponsor shall be required to list any or all potential conflicts or interest, as defined by Florida Statute 112 and Monroe County Code. Event Sponsor shall disclose to the BOCC and TDC all actual or proposed conflicts of interest, financial or otherwise, direct or indirect, involving any client's interest which may conflict with the interest of the BOCC and TDC. 16. Assignment: Event Sponsor shall not assign, transfer, convey, sublet or otherwise dispose of this agreement, or of any or all of its right, title or interest therein, or his or its power to execute such agreement to any person, company or corporation without prior consent of the TDC and BOCC. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Event Sponsor and their respective legal representatives, successors, and assigns. 17. Nondiscrimination: County and Event Sponsor 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 and Event Sponsor 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 Pro Wakeboard Tour National Championship Turnkey Funding FY 2007 4 on the basis of drug abuse; 61 The Comprehensive Alcohol Abu-- and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, rei.ang 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 Vill 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) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the bases of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 18. Security Protection: Event Sponsor agrees to provide adequate security for the event. 19. Ethics Clause: Event Sponsor warrants that it has not employed, retained or other wise had act on its 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 County may, at its discretion terminate this agreement without liability and may also, at its discretion, deduct from the agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer or employee. 20. Logo: All promotional literature and display advertising with the exception of generic advertising must display the "Florida Keys & Key West, Monroe County Tourist Development Council Come As You Are" logo/trade mark (as per enclosed). This logo/trade mark was adopted by the TDC and County in November 2000. Radio Advertising should 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. 21. Severability: If any provision of this Agreement shall be held by a Court of competent jurisdiction to be invalid or unenforceable, all remaining provisions shall not be affected thereby; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 22. Authority: Each of the signatories for the sponsor below certifies and warrants that: a) The sponsor's name in the agreement is the full name as designated in its corporate charter, and b) they are empowered to act and execute agreement for the sponsors and c) this agreement has been approved by the sponsor's Board of Directors. 23. Public Entity 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 Pro Wakeboard Tour National Championship Turnkey Funding FY 2007 5 threshold amount provided in Se,",n 287.017, for CATEGORY TWO '-)r a period of 36 months from the date of being placed on the convicted vendor list". 24. Force Maieure: The Event Sponsor shall not be liable for delay in performance or failure to produce the event in whole or in part -due to the occurrence of any contingency beyond its control or the control, 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, 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 event to be produced, in full or in part, as described and for which the Event Sponsor has exercised reasonable care in the prevention thereof. 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 Event Sponsor after consideration of all relevant facts and circumstances surrounding the delay in performance or failure to produce the event. Upon demand of TDC or BOCC, the Event Sponsor must furnish evidence of the causes of such delay or failure. BOCC shall not pay for any services or activities, promotional or otherwise, connected with an event produced after the date(s) described in paragraph 1 and Scope of Services. 25. Governing Law, Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Event Sponsor agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. 26. 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 Event Sponsor 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. 27. Claims for Federal or State Aid. Event Sponsor 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. 28. Adiudication of Disputes or Disagreements. County and Event Sponsor 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 Pro Wakeboard Tour National Championship Turnkey Funding FY 2007 Cl meet and confer session, the iss, or issues shall be discussed at a -ublic meeting of the Board of County Commissioners. If the issue or issues are still not resolved to Lhe 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. 29. No Solicitation/Payment. The County and Event Sponsor 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 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. 30. Public Access. The County and Event Sponsor 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 Event Sponsor in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Event Sponsor. 31. 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. 32. Legal Obligations and Responsibilities: 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. 33. Non -Waiver of Immunity: Notwithstanding he provisions of Sec. 286.28, Florida Statutes, the participation of the County and the Event Sponsor 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. 34. 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 Event Sponsor agree that neither the County nor the Event Sponsor or any agent, officer, or employee of either shall Pro Wakeboard Tour National Championship Turnkey Funding FY 2007 7 have the authority to inform, cot, el, or otherwise indicate that any - 9rticular individual or group of individuals, entity or entities, have entitlements or benefits under this „greement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 35. Attorney's Fees and Costs: The County and Event Sponsor 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. 36. 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. 37. Entire Agreement: The parties agree that the Agreement above constitutes the entire agreement between the BOCC and Event Sponsor. IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written. (SEAL) Attest: Danny L. Kolhage, Clerk Deputy Clerk (CORPORATE SEAL) Attest: a Secretary Print Name OR TWO WITNESSES 0 4"ate Print Name Pro Wakeboard Tour National Championship Turnkey Funding FY 2007 Board of County Commissioners of Monroe C my y M yor/Chairman Middle Keys Events Council, Inc. President Print Name (2) Print ?'�IMNROE COUNTY ATTORNEY APPROVED AS TO FORM: S4 N M. 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