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F. Tourist Development Council , BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: NOVEMBER 14,2007 Division: TDC Bulk Item: Yes X No - Department: Staff Contact PersonlPhone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval of an Agreement with Middle Keys Events Council, Inc. covering the Marathon SBI Offshore Grand Prix on May 15-18,2008 in an amount not to exceed $75,000, DAC III, FY 2008 Event Resources. ITEM BACKGROUND: TDC approved same at the September 11, 2007 meeting PREVIOUS RELEVANT BOCC ACTION: CONTRACT/AGREEMENT CHANGES: New Contract ST AFF RECOMMENDATIONS: Approval TOTAL COST: $75,000 BUDGETED: Yes X No - COST TO COUNTY: $75,000 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes X No AMOUNT PER MONTH - Year - APPROVED BY: County Atty ~ OMB/Purchasing --K- Risk Management X DOCUMENT ATION: Included X Not Required_ DISPOSITION: AGENDA ITEM # Revised 11/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Middle Keys Events Council Contract # TDC #: 403 - Inc. Effective Date: 11/14/07 Expiration Date: 9/30/08 Contract Purpose/Description: Approval of an Agreement with Middle Keys Events Council, Inc. covering the Marathon SBI Offshore Grand Prix on May 15-18,2008 in an amount not to exceed $75,000, DAC III, FY 2008 Event Resources. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext. ) (Department/Stop #) for BOCC meeting on 11/14/07 Agenda Deadline 10/30/07 CONTRACT COSTS Total Dollar Value of Contract: $ 75,000 Current Year Portion: $ Budgeted? Y es~ NoD Account Codes: 119-79030-530340- T89S-452-X-530340 / Grant: $ County Match: $ - - - - ----- - - - - - --- ADDITIONAL COSTS Estimated Ongoing Costs: $_/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out ~7: Needed . :?;1J'Ivi'l'f."r Division Director 0;; xl Y esD N08 -/:,~ " / / < RiskManag!ment !fa12J YesDNo~ II ", th V ~il\ -=K~ O. . .!Purcha ing _ YesDNoIT County Attorney Wi-g;:y- YesDNo~ S. Grimsley Comments: OMB Form Revised 2/27/01 Mep #2 Turn Key Events Agreement THIS AGREEMENT (Agreement) is entered into this day of , 2007, by and between MONROE COUNTY, a political subdivision of the state of Florida (County) and Middle Keys Events Council, Inc. a not for profit business organized under the laws of the state of Florida (Event Sponsor). WITNESSETH: In consideration of the mutual covenants contained herein the parties agree as follows: 1. Payment: The COUNTY agrees to pay $75,000 (Seventy Five Thousand Dollars) for: Marathon S81 Offshore Grand Prix on May 15-18, 2008 from tourist development tax funds provided Event Sponsor meets all of its obligations under this agreement. 2. Scope of Services: The Event Sponsor agrees to provide the County with an event as specified in the Scope of Services below (Event): a). 3 day event with minimum of 1 day boat racing b). 25 boats no less than 24 feet racing c). Tinsley Advertising and Stuart Newman Associates to approve $15,000 out of county allocation d). Report on participation to be provided to the TDC administrative office within 30 days of the conclusion of event 3. Payment: Upon receipt from Event Sponsor of documentation, reviewed and verified by the Tourist Development Council (TDC) Administrative Office, proving that event has been produced and promoted through marketing literature, advertising program/publication ads, television coverage, publicity and on-site advertising, and that the required insurance was obtained no less than twenty days prior to the event, COUNTY shall pay the sum in Paragraph 1. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the COUNTY. 4. Accounting: Financial records of Sponsor pertaining to this project shall be kept according to generally recognized accounting principles and shall be available to the COUNTY or to an authorized representative for audit. Records shall be retained a minimum of three years after contract has been performed. 2008 Marathon Boat Race FY 2008 Contract #.' 403 1 5. Mod ification: Any changes to this contract may be made only by written mutual agreement, recommended by the TDC and approved by the COUNTY. 6. Termination: This Agreement terminates on September 30, 2008. All invoices must be submitted prior to September 30, 2008. 7. Non Occurrence of Event: The 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: The Event Sponsor covenants and agrees to indemnify and hold harmless and defend Monroe County, its officers, employees and agents including the Tourist Development Council and Visit Florida Keys 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, except those losses or damages caused by COUNTY or its agents. 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. 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 through out the entire duration of the 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 2008 Marathon Boat Race FY 2008 Contract #,' 403 2 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 COUNTY prior to the Event. The insurance policy must state that the Monroe County is the certificate holder and additional Insured. Insurance should be mailed to: Monroe County Board of County Commissioners C/O Risk Management 1100 Simonton Street Room 1-213 Key West, FL 33040 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 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 shall 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 evidencinQ the insurance reQuired by this paraQraph 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 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 2008 Marathon Boat Race FY 2008 Contract #,' 403 3 * $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 that the contractor's General Liability policy. 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 Hull 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: The Event Sponsor will secure all required permits, licenses including but not limited to occupational licenses. 11. Laws and Requlations: Any and all services, materials and equipment shall comply fully with all Local, State and Federal laws and regulations. 12. Taxes: The COUNTY and TDC are exempt from Federal Excise and State of Florida Sales Tax. 13. Finance Charqes: The COUNTY and TDC will not be responsible for any finance charges. 2008 Marathon Boat Race FY 2008 Contract #,' 403 4 14. Relation of COUNTYITDC: It is the intent of the parties hereto that the 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 COUNTY and TDC, and the COUNTY 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: The Event Sponsor shall be required to list any or all potential conflicts or interest, as defined by Florida Statute 112 and Monroe County Code. The Event Sponsor shall disclose to the COUNTY 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 COUNTY and TDC. 16. Assiqnment: The 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 COUNTY. 17. Compliance with laws - Nondiscrimination: The Event Sponsor, shall comply with all federal, state and local laws and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, age, or national origin in the performance of work under this Agreement. This Agreement shall be subject to all federal, state, and local laws and ordinances. 18. Security Protection: The Event Sponsor agrees to provide adequate security for the event. 19. Ethics Clause: The 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.1 0-1990 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. Media riqhts: The TDC shall have the right to broadcast, rebroadcast, use, reproduce or transmit for any purpose whatsoever, radio, television, pictures, sound, film and tape motion pictures and still photographs paid by the COUNTY and TDC under this agreement. 2008 Marathon Boat Race FY 2008 Contract #: 403 5 21. LOQo: All promotional literature and display advertising with the exception of generic advertising must display the "Florida Keys & Key West Come As You Are" logo/trade mark (as per attached logo sample). This logo/trade mark was adopted by the TDC and County in December 2006. In-County Loqo: The logo that includes the "Monroe County Tourist Development Council" designation is to be utilized in all approved in-county print newspaper ads, magazine ads, street banners, posters and other approved signage efforts. Radio commercials should include "Brought to you by The Monroe County Tourist Development Council". To seek approval, clarification and/or logo in electronic format (eps or jpg file), contact John Underwood with Tinsley Advertising at 305-856-6060. Out of County Loqo: The out of county logo does NOT include the "Monroe County Tourist Development Council" designation and is to be utilized in all other efforts including any approved out-of-county print newspaper ads, magazine ads, television commercials, internet advertising (banners, buttons, e-mail blasts), direct mail promotions (brochures and pamphlets) and any approved promotional items including programs, T-shirts, hats, jackets, trophies and koozie cups. Radio commercials should include "Brought to you by The Monroe County Tourist Development Council". To seek approval, clarification and/or logo in electronic format (eps or jpg file), contact Emerson Fales or John Underwood at Tinsley Advertising at 305-856-6060. 22. 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. 23. 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 the agreement for the Sponsor and c) this Agreement has been approved by the Sponsor's Board of Directors. 24. 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 proposal on a contract to provide any goods or services to a public entity, may not submit a proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit proposals 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 2008 Marathon Boat Race FY 2008 Contract #, 403 6 transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list". By execution of this Agreement, Sponsor warrants that it is in compliance with this requirement. 25. Governinq LawNenue: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of the agreement, the County and Sponsor agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to arbitration. 26. Notice: Any notice required or permitted under this agreement shall be in writing and had delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested to the following: For Grantee: Randall Mearns 10690 Aviation Boulevard Marathon, FL 33050 For Grantor: Lynda Stuart Monroe County Tourist Development Council 1201 White Street, Suite 102 Key West, FL 33040 And Susan Grimsley, Asst. County Attorney P.O. Box 1026 Key West, FL 33041-1026 27. Entire Aqreement: The parties agree that the Agreement above constitutes the entire agreement between the COUNTY and Event Sponsor IN WITNESS WHEREOF, the parties hereto have executed this agreement the 2008 Marathon Boat Race FY 2008 Contract #: 403 7 day and year first above written. (S EAL) Board of County Commissioners Attest: Danny L. Kolhage, Clerk of Monroe County Deputy Clerk Mayor/Chairman (CORPORATE SEAL) Middle Keys Events Council, Inc. Attest: ...-;{ )~ By. BY::t:: ! . '&4-tAJ S Secretary p~nl /iJf~S' Dfi-tl Print Name Print Name Date: Date: '7 /Z7~) r l ORTWM~ (1) ~) , ~ ~ Print Name: ((j/,Z eJc/!Jt!JJ Date: q/d-llo / Date: c/9b7~/ I ' { MONAOE COUNTY ATTORNEY APPROVED AS T FORM: -"~-'!:::::. ,. ~-- SUSAN M. C ~ASLEY j A~NT CjCUNTY ATTORNEY Date ~L, a II J.-~ J /' - 2008 Marathon Boat Race FY 2008 Contract #: 403 8 In-County LOQO The Florida Keys -.- MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Out-oJ-County LOQO The Florida Keys -.- 2008 Marathon Boat Race FY 2008 Contract #. 403 9 . BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: NOVEMBER t4, 2007 Division: TDC Bulk Item: Yes X No - Department: Staff Contact PersonlPhone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval of an Agreement with Green Living & Energy Education, Inc. covering the 3rd Green Living and Energy Education Expo on May 9-11, 2008 in an amount not to exceed $18,500 (Eighteen Thousand and Five Hundred Dollars: District II allocation = $1,500, District III allocation = $14,000, District IV allocation = $1,500, District V allocation = $1,500, FY 2008 Event Resources) ITEM BACKGROUND: TDC approved same at their meeting of September 11, 2007 PREVIOUS RELEVANT BOCC ACTION: CONTRACT/AGREEMENT CHANGES: New Agreement STAFF RECOMMENDATIONS: Approval TOT AL COST: $18,500 BUDGETED: Yes X No - COST TO COUNTY: $18,500 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes ~ No AMOUNT PER MONTH Year - APPROVED BY: County Atty ~ OMB/Purchasing --K- Risk Management X DOCUMENTATION: Included X Not Required_ DISPOSITION: AGENDA ITEM # Revised 11/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Premiere Racing, Inc. Contract # - TDC #: 425 Effective Date: Il1JI(fD7 Expiration Date: 9/30/08 Contract Purpose/Description: Approval of an Aqreement with Green Livinq & Enerqy Education, Inc. coverinq the 3rd Green Livinq and Enerqy Education Expo on May 9-11 , 2008 in an amount not to exceed $18,500 (Eiqhteen Thousand and Five Hundred Dollars: District II allocation = $1 ,500, District III allocation = $14,000, District IV allocation = $1 500 District V allocation = $1 500 FY 2008 Event Resources) Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext. ) (Department/Stop #) 1"t 10~07 for BOCC meeting on 11/~/07 Agenda Deadline CONTRACT COSTS Total Dollar Value of Contract: $ 18,500 Current Year Portion: $ Budgeted? Y es~ NoD Account Codes: 115-75360-530340- T85M-623-X-530340 ,,- Grant: $ 119-79030-530340- T89S-623-X-530340 ./ County Match: $ 121-71030-530340- T81 S-623-X-530480 / - - - - - --- ADDITIONAL COSTS Estimated Ongoing Costs: $~yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out Date In Needed ~/~tt~4/ Division Director ?f~'1 YesD Noc:J RiSkM~ment q'~101 YesONoQ fi\S:~U"~ !h ~1,~~ O. . .!Purch'ing _ YesDNol3" ~ ~ Connty Attomey 1~ Y esO No~ S,Grimsley Comments: OMB Form Revised 2/27/01 Mep #2 <, Destination Events Aareement THIS AGREEMENT (Agreement) is entered into this day of , 2007 by and between MONROE COUNTY, a political subdivision of the state of Florida (County) and Green Living & E'nergy Education, Inc. a not for profit business, organized and operating under the laws of the state of Florida (Event Sponsor). WITNESSETH: in consideration of the mutual covenants contained herein, the parties agree as follows: 1. The County agrees to pay up to $18,500 (Eighteen Thousand and Five Hundred Dollars: District II allocation = $1,500, District III allocation = $14,000, District IV allocation = $1,500, District V allocation = $1,500) for 3rd Green Living and Energy Education Expo on May 9 - 11, 2008 from tourist development tax funds (See Exhibit A). No more than 10% of the total advertising and promotional costs paid under this agreement shall be attributable to in-county advertising and promotion. 2. Scope of Services: The event sponsor agrees to provide the County with an event as specified below: a). A three (3) day eco-tourism event b). A one (1) day exposition with a minimum of 45 exhibits and 25 presentations b). Awards Ceremony and Social c). Green Home Tour with a minimum participation of 10 homes d). A minimum of 1 eco-tour experience in each district (District I, II, III, IV, V) 3. All advertising and public relations services or supervision of advertising and public relations will be provided through the contracted agencies of the Tourist Development Council (TDC) and COUNTY. The agencies of record shall receive payment for work in progress upon submission of documented invoices associated with the event. 4. Payment: Any payments directly to the event sponsor or vendors associated with said event shall be as follows: Payment upon presentation of an invoice shall indicate the task completed for which payment is sought, with proper documentation attached. Upon completion of said event, a financial statement detailing all revenue and expenses utilizing generally accepted accounting principals shall be prepared, notarized and submitted by Event Sponsor. The County's contracted public relations firm shall confirm compliance with the Scope of Services. Green Living and Energy Education Expo FY 2008 Contract #: 425 Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the COUNTY. Only acceptable expenses listed in the Monroe County Tourist Development Council Operations Manual shall be paid. 5. Accountinq: Financial records of the Sponsor pertaining to this project shall be kept according to generally recognized accounting principles and shall be available to the COUNTY or to an authorized representative for audit. 6. Mod ification: Line item changes to the advertising and promotion budget may be made up to but not exceeding 10% of the larger line item amount without requiring COUNTY approval of the particular change. 7. Breach and Penalties: The parties agree to full performance of the covenants contained in this agreement, and the COUNTY reserves the right at its discretion, provided such breach is material, to terminate this agreement for any misfeasance, malfeasance, or nonperformance of the agreement terms or negligent performance of the agreement terms by the event sponsor. 8. Termination: This Agreement will be terminated on September 30, 2008. All invoices must be submitted prior to September 30, 2008. 9. Non Occurrence of Event: If the event does not take place for any reason under control of Event Sponsor except for those reasons in paragraph 19, then Event Sponsor agrees to refund to the COUNTY any amounts already paid to them under this agreement, and relieve the COUNTY from any further payments. The 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. 10. Indemnification and Hold Harmless: The event sponsor covenants and agrees to indemnify and hold harmless and defend Monroe County, its officers, employees and agents including the Tourist Development Council and Visit Florida Keys 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, except those losses or damages caused by COUNTY or its agents. 11. 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 Green Living and Energy Education Expo FY 2008 Contract #: 425 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: * Original 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 COUNTY prior to the Event. All insurance policies must specify that they are not subject to cancellation, non-renewal, material change or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. Acceptance and/or approval of event sponsor's insurance shall not be construed as relieving event sponsor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies. Any deviations from these General Insurance Requirements must be requested in writing on the County form titled "Request for Waiver of Insurance Requirements" and must be approved by Monroe County Risk Management. Event sponsor shall furnish the County with a certificate evidencing the insurance required by this paragraph not later than twenty (20) days prior to the event. Prior to commencement of work governed by this contract, event sponsor shall obtain General Liability Insurance. Coverage shall be maintained through out the life of the contract and include, as a minimum: * Premises Operations * Products and Completed Operations * Blanket contractual Liability * Personal Injury Liability * Expanded Definition of Property Damage The minimum limits acceptable shall be: * $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 Green Living and Energy Education Expo FY 2008 Contract #: 425 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. 12. Permits: The event sponsor will secure all required permits, licenses including but not limited to occupational licenses. 13. Taxes: The COUNTY and TDC are exempt from Federal Excise and State of Florida Sales Tax. 14. Finance Charqes: The COUNTY and TDC shall not be responsible for any finance charges. 15. Relation of COUNTYITDC: It is the intent of the parties hereto that the event sponsor shall be legally considered as an independent Event Sponsor and that neither it nor its employees shall, under any circumstances, be considered employees, servants or agents of the COUNTY and TDC and the COUNTY 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. 16. Disclosure: The event sponsor shall be required to list any or all potential conflicts or interest, as defined by Florida Statute 112 and Monroe County Code. The event sponsor shall disclose to the COUNTY 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 COUNTY and TDC. 17. Assiqnment: The 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 COUNTY. 18. Compliance with laws - Nondiscrimination: The event sponsor, shall comply with all federal, state and local laws and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, age, or national origin in the performance of work under this Agreement. This Agreement shall be subject to all federal, state, and local laws and ordinances. 19. Force Majeure: The event sponsor shall not be liable for delay in performance or failure to perform in whole or in part, the services due to the occurrence of any contingency beyond its control or the control of any of its subcontractors or suppliers, including labor dispute, strike, labor shortage, war or Green Living and Energy Education Expo FY 2008 Contract #: 425 act of war whether an actual declaration thereof if made or not, insurrection, sabotage, riot or civil commotion, act of public enemy, epidemic, quarantine restriction, accident, fire, explosion, storm, flood, drought or other act of God, act of any governmental authority, jurisdictional action, or insufficient supply of fuel, electricity, or materials or supplies, or technical failure where the event sponsor has exercised reasonable care in the prevention or mitigation of damages and delay, any such delay or failure shall not constitute a breach of the Agreement. Upon demand of TDC or COUNTY, the event sponsor must furnish evidence of the causes of such delay or failure. COUNTY 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. 20. Governinq LawNenue: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of the agreement, the County and Sponsor agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to arbitration. 21. Security Protection: The event sponsor agrees to provide adequate security for the event. No TDC funds will be used for this purpose. 22. Ownership: All advertising and promotion work performed under the agreement and paid for by the COUNTY and TDC shall be the property of the COUNTY and TDC, for whatever use and/or disposition the COUNTY and TDC may deem appropriate. 23. Media riqhts: The TDC shall have the right to broadcast, rebroadcast, use, reproduce or transmit for any purpose whatsoever, radio, television, pictures, sound, film and tape motion pictures and still photographs paid by the COUNTY and TDC under this agreement. 24. LOQo: All promotional literature and display advertising with the exception of generic advertising must display the "Florida Keys & Key West Come As You Are" logo/trade mark (as per attached logo sample). This logo/trade mark was adopted by the TDC and County in December 2006. In-County Loqo: The logo that includes the "Monroe County Tourist Development Council" designation is to be utilized in all approved in-county print newspaper ads, magazine ads, street banners, posters and other approved signage efforts. Radio commercials should include "Brought to you by The Monroe County Tourist Development Council". To seek approval, clarification and/or logo in electronic format (eps or jpg file), contact John Underwood with Tinsley Advertising at 305-856-6060. Out of County Loqo: The out of county logo does NOT include the "Monroe County Tourist Development Council" designation and is to be utilized in all other efforts including any approved out-of-county print newspaper ads, magazine ads, television commercials, internet advertising (banners, buttons, e-mail blasts), direct mail promotions (brochures and pamphlets) and any approved promotional items including Green Living and Energy Education Expo FY 2008 Contract #: 425 programs, T-shirts, hats, jackets, trophies and koozie cups. Radio commercials should include "Brought to you by The Monroe County Tourist Development Council". To seek approval, clarification and/or logo in electronic format (eps or jpg file), contact John Underwood at Tinsley Advertising at 305-856-6060. 25. Severability: If any provision of this Agreement shall be held by a Court of competent jurisdiction to be invalid or unenforceable, the 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. 26. 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 the agreement for the Sponsor and c) this Agreement has been approved by the Sponsor's Board of Directors. 27. Ethics Clause: The 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.1 0-1990. 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. 28. 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 proposal on a contract to provide any goods or services to a public entity, may not submit a proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit proposals 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 period of 36 months from the date of being placed on the convicted vendor list." 29. Notice: Any notice required or permitted under this agreement shall be in writing and had delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested to the following: For Grantee: Alison Higgins The Nature Conservancy PO Box 420237 Summerland Key FL 33042 Green Living and Energy Education Expo FY 2008 Contract #: 425 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 30. Entire Aqreement: The parties agree that the Agreement above constitutes the entire agreement between the COUNTY and event sponsor. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. (SEAL) Board of County Commissioners Attest: Danny L. Kolhage, Clerk of Monroe County j Deputy Clerk Mayor/Chairman (CORPORATE SEAL) Green Living and Energy Education, Inc. Attest: By. ByiI.~),~dffikj;~ Secretary Presi ent \t ~D!\ K\' Print Name Prmt ame ~ '" q/ ;D/6'l_ \~ ' Date: Date: )- / . w.. z~ OR TWO WITNESSES a: a: 00 I-u.. I- (1 ) (2) <(0 )-1- I-(/) z<( ':::>0 Ow Print Name: Print Name: 0> wO ocr: Date: a: 0.. Date: zo.. 0<( Z Green Living and Energy Education Expo FY 2008 Contract #: 425 In-Countv Loao The Floridd Keys -.- MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Out-of-County Loao The Floridd Keys -.- Green Living and Energy Education Expo FY 2008 Contract #: 425 EXHIBIT "A" MONROE COUNTY TOURIST DEVELOPMENT COUNCIL DESTINATION EVENT BUDGET BUDGET BREAKDOWN Line items listed below must be approved by the appropriate agency of record EVENT NAME: MEDIA PLACEMENT & PRODUCTION COSTS: $14,500 newspaper, radio, magazines, TV, websitelinternet advertising only PROMOTIONAL SIGNS: posterslbanners $ 1 ,000 PROMOTIONAL ITEMS: t-shirts, hats, jackets, coozie cups $ 700 DIRECT MAIL PROMOTIONS: brochures/pamphlets/postage & shipping $ 0 PROGRAMS: $ 0 PUBLIC RELATIONS: $ 1 ,500 "GENERAL NON-ALLOCATED $ 800 TOTAL $ 18,500 *GENERAL NON ALLOCATED MAY NOT EXCEED 15% OF THE ABOVE BUDGET AND CAN ONLY BE UTILIZED FOR ACCEPTABLE TDC ITEMS AS APPROVED BY THE ADVERTISING AND PUBLIC RELATIONS AGENCY OF RECORD. ACTUAL EXPENDITURES MAY DEVIATE NO MORE THAN 10% FROM THE BUDGETED LINE ITEMS NOTED ABOVE. Monroe County Tourist Development DestinationlTurnKey Event Application FY 2008 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: NOVEMBER 14, 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 Upper Keys Community Pool, inc. covering the Orange Bowl Winter Training & Swim Classic between December 15, 2008 and January 18, 2009 in an amount not to exceed $35,000, DAC V, FY 2008 Event Resources. ITEM BACKGROUND: TDC approved same at their meeting of September 11, 2007 PREVIOUS RELEVANT BOCC ACTION: CONTRACT/AGREEMENT CHANGES: New Agreement STAFF RECOMMENDATIONS: Approval TOTAL COST: $35,000 BUDGETED: Yes X No - COST TO COUNTY: $35,000 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes-1L No AMOUNT PER MONTH - Year - APPROVED BY: County Atty ~ o MB/Purchasing --K- Risk Management X DOCUMENTATION: Included X Not Required_ DISPOSITION: AGENDA ITEM # Revised 11/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Islamorada Village of Islands Contract # _ TDC #: 404 Effective Date: 11/14/07 Expiration Date: 9/30/09 Contract Purpose/Description: Approval of an Agreement with Upper Keys Community Pool, inc. covering the Orange Bowl Winter Training & Swim Classic between December 15, 2008 and January 18, 2009 in an amount not to exceed $35,000, DAC V, FY 2008 Event Resources. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 11/14/07 Agenda Deadline 10/30/07 CONTRACT COSTS Total Dollar Value of Contract: $ 35,000 Current Year Portion: $ j Budgeted? Yes~ No D Account Codes: 121-71030-530340-T81S-490-X-530340 Grant: $ County Match: $ _-_-_-_-_ - - - - - --- ADDITIONAL COSTS Estimated Ongoing Costs: $~yr For: (N ot included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out ~~n Needed/J Rr~er _ Division Director ~, . /1 YesD No~ ,-../';///1/ ~~tL~/ n,Yl"l J V\f\ ~ Risk Mana~ment -u&0 Y esO N~ ill O~B,/PnrCh~~g ili/o'rYesONOd ::::r;::;~. County Attorney 1-bJ-cr:r YesD No~ S.Grimsley Comments: OMB Form Revised 2/27/01 Mep #2 Turn Key Events Agreement THIS AGREEMENT (Agreement) is entered into this day of , 2007, by and between MONROE COUNTY, a political subdivision of the state of Florida (County) and Upper Keys Community Pool, inc. a not for profit business organized under the laws of the state of Florida (Event Sponsor). WITNESSETH: In consideration of the mutual covenants contained herein the parties agree as follows: 1. Payment: The COUNTY agrees to pay $35,000 (Thirty Five Thousand Dollars) for: Orange Bowl Winter Training & Swim Classic between December 15, 2008 and January 18, 2009 from tourist development tax funds provided Event Sponsor meets all of its obligations under this agreement. 2. Scope of Services: The Event Sponsor agrees to provide the County with an event as specified in the Scope of Services below (Event): 1. Provide National recognized sponsorship which will guarantee national TV, radio and newspaper advertising 2. An intercollegiate swim meet with a minimum of six (6) participating men and women's teams 3. Regional and National media marketing 4. Intercollegiate Marketing 3. Payment: Upon receipt from Event Sponsor of documentation, reviewed and verified by the Tourist Development Council (TDC) Administrative Office, proving that event has been produced and promoted through marketing literature, advertising program/publication ads, television coverage, publicity and on-site advertising, and that the required insurance was obtained no less than twenty days prior to the event, COUNTY shall pay the sum in Paragraph 1. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the COUNTY. 4. Accountinq: Financial records of Sponsor pertaining to this project shall be kept according to generally recognized accounting principles and shall be available to the COUNTY or to an authorized representative for audit. Records shall be retained a minimum of three years after contract has been performed. Orange Bowl Winter Training & Swim Classic FY 2008 Contract #: 404 1 5. Modification: Any changes to this contract may be made only by written mutual agreement, recommended by the TDC and approved by the COUNTY. 6. Termination: This Agreement terminates on September 30, 2009. All invoices must be submitted prior to September 30, 2009. 7. Non Occurrence of Event: The 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: The Event Sponsor covenants and agrees to indemnify and hold harmless and defend Monroe County, its officers, employees and agents including the Tourist Development Council and Visit Florida Keys 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, except those losses or damages caused by COUNTY or its agents. 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. 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 through out the entire duration of the 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 Orange Bowl Winter Training & Swim Classic FY 2008 Contract #: 404 2 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 COUNTY prior to the Event. The insurance policy must state that the Monroe County is the certificate holder and additional Insured. Insurance should be mailed to: Monroe County Board of County Commissioners C/O Risk Management 1100 Simonton Street Room 1-213 Key West, FL 33040 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 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 shall 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 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 Orange Bowl Winter Training & Swim Classic FY 2008 Contract #. 404 3 * $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 that the contractor's General Liability policy. 10. Permits: The Event Sponsor will secure all required permits, licenses including but not limited to occupational licenses. 11. Laws and Requlations: Any and all services, materials and equipment shall comply fully with all Local, State and Federal laws and regulations. 12. Taxes: The COUNTY and TDC are exempt from Federal Excise and State of Florida Sales Tax. 13. Finance Charqes: The COUNTY and TDC will not be responsible for any finance charges. 14. Relation of COUNTYITDC: It is the intent of the parties hereto that the 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 COUNTY and TDC, and the COUNTY 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: The Event Sponsor shall be required to list any or all potential conflicts or interest, as defined by Florida Statute 112 and Monroe County Code. The Event Sponsor shall disclose to the COUNTY 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 COUNTY and TDC. 16. Assiqnment: The 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 Orange Bowl Winter Training & Swim Classic FY 2008 Contract #: 404 4 therein, or his or its power to execute such agreement to any person, company or corporation without prior consent of the TDC and COUNTY. 17. Compliance with laws - Nondiscrimination: The Event Sponsor, shall comply with all federal, state and local laws and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, age, or national origin in the performance of work under this Agreement. This Agreement shall be subject to all federal, state, and local laws and ordinances. 18. Security Protection: The Event Sponsor agrees to provide adequate security for the event. 19. Ethics Clause: The 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.1 0-1990. 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. Media riqhts: The TDC shall have the right to broadcast, rebroadcast, use, reproduce or transmit for any purpose whatsoever, radio, television, pictures, sound, film and tape motion pictures and still photographs paid by the COUNTY and TDC under this agreement. 21. Loao: All promotional literature and display advertising with the exception of generic advertising must display the "Florida Keys & Key West Come As You Are" logo/trade mark (as per attached logo sample). This logo/trade mark was adopted by the TDC and County in December 2006. In-County Loqo: The logo that includes the "Monroe County Tourist Development Council" designation is to be utilized in all approved in-county print newspaper ads, magazine ads, street banners, posters and other approved signage efforts. Radio commercials should include "Brought to you by The Monroe County Tourist Development Council". To seek approval, clarification and/or logo in electronic format (eps or jpg file), contact John Underwood with Tinsley Advertising at 305-856-6060. Out of County Loqo: The out of county logo does NOT include the "Monroe County Tourist Development Council" designation and is to be utilized in all other efforts including any approved out-of-county print newspaper ads, magazine ads, television Orange Bowl Winter Training & Swim Classic FY 2008 Contract #: 404 5 commercials, internet advertising (banners, buttons, e-mail blasts), direct mail promotions (brochures and pamphlets) and any approved promotional items including programs, T-shirts, hats, jackets, trophies and koozie cups. Radio commercials should include "Brought to you by The Monroe County Tourist Development Council". To seek approval, clarification and/or logo in electronic format (eps or jpg file), contact Emerson Fales or John Underwood at Tinsley Advertising at 305-856-6060. 22. 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. 23. 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 the agreement for the Sponsor and c) this Agreement has been approved by the Sponsor's Board of Directors. 24. 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 proposal on a contract to provide any goods or services to a public entity, may not submit a proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit proposals on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list". By execution of this Agreement, Sponsor warrants that it is in compliance with this requirement. 25. Governinq LawNenue: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of the agreement, the County and Sponsor agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to arbitration. Orange Bowl Winter Training & Swim Classic FY 2008 Contract #: 404 6 26. Notice: Any notice required or permitted under this agreement shall be in writing and had delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested to the following: For Grantee: Jim Boilini 99696 Overseas Highway Key Largo, FL 33037 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 27. Entire AQreement: The parties agree that the Agreement above ..constitutes the entire agreement between the COUNTY and Event Sponsor IN WITNESS WHEREOF, the parties hereto have executed this agreement 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) Upper Keys Community Pool, Inc. Attest: c .~. '" By. By' Secretary Preside .-;--' ~ 6c,/~, ~ I :J /lINeS :J . Print Name Print Name !a j, Iv'; Date: Date: Orange Bowl Winter Traming & Swim Classic FY 2008 Contract #. 404 7 OR TWO WITNESSES (1 ) (2) Print Name: Print Name: Date: Date: MONROE COUNTY ATTORNEY APPR'""'cr')\c. rrF ~ "ORM: . ."'" (;' . _ '("I ,t /.' , .. /..r .Si~~ /,'J ,iI r,;~l~sLEy'/CJ[) ASS"c: ,A\!' '''U Date '",It ~) '/' i.,IJTY ATTORNEY , J "L.,..r.d vl 7 Orange Bowl Winter Training & Swim Classic FY 2008 Contract #: 404 8 In-County Loao The Florida Keys -.- MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Out-of-County Loao The Florida Keys -.- Orange Bowl Winter Training & Swim Classic FY 2008 Contract #: 404 9 , BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: NOVEMBER '1'f;-2007 Division: TDC Bulk Item: Yes X No - Department: Staff Contact PersonlPhone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval of an Agreement with Conch Republic Offshore Powerboat Racing Association covering the Key West World Championship Race on November 2,2008 through to November 9,2008 in an amount not to exceed $70,000, DAC I, FY 2008 Event Resources. ITEM BACKGROUND: TDC approved same at their meeting of September 11, 2007 PREVIOUS RELEVANT BOCC ACTION: CONTRACT/AGREEMENT CHANGES: New Agreement ST AFF RECOMMENDATIONS: Approval TOTAL COST: $70,000 BUDGETED: Yes X No - COST TO COUNTY: $70,000 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes X No AMOUNT PER MONTH Year - - APPROVED BY: County Atty --X- OMB/Purchasing ~ Risk Management X DOCUMENT A TION: Ind uded X Not Required_ DISPOSITION: AGENDA ITEM # Revised 11/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Conch Republic Offshore Contract # TDC #: 406 - Powerboat Racing Association Effective Date: II J1'-t-JC7J Expiration Date: <1/30109 Contract Purpose/Description: Approval of an Agreement with Conch Republic Offshore Powerboat Racing Association covering the Key West World Championship Race on November 2,2008 through to November 9, 2008 in an amount not to exceed $70,000, DAC 1, FY 2008 Event Resources. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext. ) ~Department/Stop #) for BOCC meeting on /I h'+ 10' Agenda Deadline to /3<:' L/C>V' CONTRACT COSTS Total Dollar Value of Contract: $ 70,000 Current Year Portion: $ Budgeted? Yesrgj NoD Account Codes: 115-75360-530340- T85M-503-X-530340 / Grant: $ County Match: $ - - - - ----- - - - - - --- ADDITIONAL COSTS Estimated Ongoing Costs: $~yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out ~ Needed ~ /~ ~7 Division Director ;, " / Y esO No~ m . , RiskMana~r~'l\ \Dtb-ohesONol3 I~ O~B./Purch~ing _ YesD NoS \---....~ ~ "'- County Attorney -'!ZI (fr" Y esD No~ S.Grimsley Comments: OMB Form Revised 2/27/01 MCP #2 " t Turn Key Events Agreement THIS AGREEMENT (Agreement) is entered into this day of ,2007, by and between MONROE COUNTY, a political subdivision of the state of Florida (County) and Conch Republic Offshore Powerboat Racing Association a not for profit business organized under the laws of the state of Florida (Event Sponsor). WITNESSETH: In consideration of the mutual covenants contained herein the parties agree as follows: 1. Payment: The COUNTY agrees to pay $70,000 (Seventy Thousand Dollars) for: Key West World Championship Race on November 2, 2008 through to November 9, 2008 from tourist development tax funds provided Event Sponsor meets all of its obligations under this agreement. 2. Scope of Services: The Event Sponsor agrees to provide the County with an event as specified in the Scope of Services below (Event): 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 size of boats 24 feet in length racing in the event e). Tinsley Advertising placing print and internet advertising ($15,000) Newman and Associates - Public Relations ($5,000) Wave Live Magazine f). National marketing and media exposure 3. Payment: Upon receipt from Event Sponsor of documentation, reviewed and verified by the Tourist Development Council (TDC) Administrative Office, proving that event has been produced and promoted through marketing literature, advertising program/publication ads, television coverage, publicity and on-site advertising, and that the required insurance was obtained no less than twenty days prior to the event, COUNTY shall pay the sum in Paragraph 1. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the COUNTY. 4. AccountinQ: Financial records of Sponsor pertaining to this project shall be kept according to generally recognized accounting principles and shall be available to the COUNTY or to an authorized representative for audit. Records shall be retained a minimum of three years after contract has been performed. 2008 Key West World Championship Race FY 2008 Contract #: 406 1 5. Modification: Any changes to this contract may be made only by written mutual agreement, recommended by the TDC and approved by the COUNTY. 6. Termination: This Agreement terminates on September 30, 2009. All invoices must be submitted prior to September 30, 2009. 7. Non Occurrence of Event: The 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: The Event Sponsor covenants and agrees to indemnify and hold harmless and defend Monroe County, its officers, employees and agents including the Tourist Development Council and Visit Florida Keys 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, except those losses or damages caused by COUNTY or its agents. 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. 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 through out the entire duration of the 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 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 COUNTY prior to the Event. 2008 Key West World Championship Race FY 2008 Contract #. 406 2 The insurance policy must state that the Monroe County is the certificate holder and additional Insured. Insurance should be mailed to: Monroe County Board of County Commissioners C/O Risk Management 1100 Simonton Street Room 1-213 Key West, FL 33040 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 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 shall 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 evidencinQ the insurance required by this paraQraph 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 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 2008 Key West World Championship Race FY 2008 Contract #.' 406 3 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 that the contractor's General Liability policy. 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 Hull 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: The Event Sponsor will secure all required permits, licenses including but not limited to occupational licenses. 11. Laws and Requlations: Any and all services, materials and equipment shall comply fully with all Local, State and Federal laws and regulations. 12. Taxes: The COUNTY and TDC are exempt from Federal Excise and State of Florida Sales Tax. 13. Finance CharQes: The COUNTY and TDC will not be responsible for any finance charges. 14. Relation of COUNTYITDC: It is the intent of the parties hereto that the 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 COUNTY and TDC, and the COUNTY and TDC shall at no time be legally 2008 Key West World Championship Race FY 2008 Contract #: 406 4 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: The Event Sponsor shall be required to list any or all potential conflicts or interest, as defined by Florida Statute 112 and Monroe County Code. The Event Sponsor shall disclose to the COUNTY 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 COUNTY and TDC. 16. AssiQnment: The 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 COUNTY. 17. Compliance with laws - Nondiscrimination: The Event Sponsor, shall comply with all federal, state and local laws and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, age, or national origin in the performance of work under this Agreement. This Agreement shall be subject to all federal, state, and local laws and ordinances. 18. Security Protection: The Event Sponsor agrees to provide adequate security for the event. 19. Ethics Clause: The 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.1 0-1990. 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. Media riQhts: The TDC shall have the right to broadcast, rebroadcast, use, reproduce or transmit for any purpose whatsoever, radio, television, pictures, sound, film and tape motion pictures and still photographs paid by the COUNTY and TDC under this agreement. 21. LOQo: All promotional literature and display advertising with the exception of generic advertising must display the "Florida Keys & Key West Come As You Are" logo/trade mark (as per attached logo sample). This logo/trade mark was adopted by the TDC and County in December 2006. 2008 Key West World Championship Race FY 2008 Contract #. 406 5 In-County Loqo: The logo that includes the "Monroe County Tourist Development Council" designation is to be utilized in all approved in-county print newspaper ads, magazine ads, street banners, posters and other approved signage efforts. Radio commercials should include "Brought to you by The Monroe County Tourist Development Council". To seek approval, clarification and/or logo in electronic format (eps or jpg file), contact John Underwood with Tinsley Advertising at 305-856-6060. Out of County LOQo: The out of county logo does NOT include the "Monroe County Tourist Development Council" designation and is to be utilized in all other efforts including any approved out-of-county print newspaper ads, magazine ads, television commercials, internet advertising (banners, buttons, e-mail blasts), direct mail promotions (brochures and pamphlets) and any approved promotional items including programs, T-shirts, hats, jackets, trophies and koozie cups. Radio commercials should include "Brought to you by The Monroe County Tourist Development Council". To seek approval, clarification and/or logo in electronic format (eps or jpg file), contact Emerson Fales or John Underwood at Tinsley Advertising at 305-856-6060. 22. Severa bility: 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. 23. 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 the agreement for the Sponsor and c) this Agreement has been approved by the Sponsor's Board of Directors. 24. 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 proposal on a contract to provide any goods or services to a public entity, may not submit a proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit proposals on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list". By execution of this Agreement, Sponsor warrants that it is in compliance with this requirement. 2008 Key West World Championship Race FY 2008 Contract #, 406 6 25. Governinq LawNenue: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of the agreement, the County and Sponsor agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to arbitration. 26. Notice: Any notice required or permitted under this agreement shall be in writing and had delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested to the following: For Grantee: Larry Bliel 500 Fleming Street Key West, FL 33040 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 27. Entire AQreement: The parties agree that the Agreement above constitutes the entire agreement between the COUNTY and Event Sponsor IN WITNESS WHEREOF, the parties hereto have executed this agreement 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 Powerboat Racing Association Attest: / ~--- C /7 By. ~- ,;' -, / "~L:i4....' \-.~ ,~/'-/ / Secretary President \ l ~-~ /~2 ~ .....\ '" --::> '-~ I \... Print Name Print Name 2008 Key West World Championship Race ,'vH~NF1()r,' },\~;-'( .\rrOANE'( FY 2008 }O,. 'Co. I (' ,- ,... , .' , "-'.", I () ,-qRM: Contract #: 406 /~C---CL~ t~;Z//('" / 7 ---- .....,-, ':--"~--".f.-~.~' 8L"~i"1 t' I :'llEY . ASS/: 7' ,ill.' ; itTOHNEY r ,....,~_ . < Date: Date: OR TWO WITNESSES (1 ) (2) Print Name: Print Name: Date: Date: MONROE COUNTY ATTORNEY PPRO\fEt1S T!)FORM:_ :2/ -I / , / (/.....'~ SUSAN M, GRI SLEY ASSISTt~l C~[ ATTORNEY Date ~J . 4 ~.J ~d 0""" 2008 Key West World Championship Race FY 2008 Contract #.' 406 8 , -, In-County Loao The Florida Keys -.- MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Out-of-County Loao The Florida Keys -.- 2008 Key West World Championship Race FY 2008 Contract #. 406 9 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: NOVEMBER 14, 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 Islamorada Village of Islands to rescind Segment 1 of their Agreement for the wading pool at Founders Park in an amount of $24,000. ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: Original Agreement was approved by BOCC at their meeting of March 21, 2007 CONTRACT/AGREEMENT CHANGES: Amendment to rescind segment 1 STAFF RECOMMENDATIONS: Approval TOT AL COST: $29,975 BUDGETED: Yes X No - COST TO COUNTY: $29,975 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes-2L No AMOUNT PER MONTH Year - - APPROVED BY: County Atty --X- OMB/Purchasing ~ Risk Management X DOCUMENT A TION: Included X Not Required_ DISPOSITION: AGENDA ITEM # Revised 1l/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Islamorada Village ofIslands Contract # TDC #: 305 - Effective Date: 3/21/07 Expiration Date: 9/30/07 Contract Purpose/Description: Approval of an Amendment to Agreement with Islamorada Village of Islands to rescind Segment 1 of their Agreement for the wading pool at Founders Park in an amount of $24,000. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext. ) (Department/Stop #) for BOCC meeting on 11/14/07 Agenda Deadline 10/30/07 CONTRACT COSTS Total Dollar Value of Contract: $ 29,975 Current Year Portion: $ 5~~~.CO Budgeted? Yesrgj NoD Account Codes: 120-70040-530340- T70I-603X-530340 Grant: $ County Match: $ - - - - ----- - - - - - --- ADDITIONAL COSTS Estimated Ongoing Costs: $_/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out ~ate In Needed ~er DivisionDirector ~~ YesDNo0. >.. ~.// Risk Management ~/ YesD NO~' J O~B./PurchaSing ~16jYesDNod' ~~ County Attorney #r YesDNo~ S.Grimsley Comments: OMB Form Revised 2/27/01 Mep #2 AMENDMENT (1st AMENDMENT) TO INTER-LOCAL AGREEMENT THIS INTER-LOCAL 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 Islamorada Village of Islands. WHEREAS, there was a contract entered into on March 21, 2007 between the parties, awarding $29,975 to the Islamorada Village of Islands for the Founders Park Swimming and Diving Complex Project; and WHEREAS, the Islamorada Village of Islands wishes to rescind segment 1 of their agreement in an amount of $24,000 for the construction of the wading pool at Founders; and NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. SCOPE OF AGREEMENT. The Grantee shall provide the following scope of services: Seqment 2: Procure and install a lightning detection system at Founders Park. Segment(s) of the work is/are more particularly described in Exhibit(s) A, detailing the work and the cost allocable to each segment, attached hereto and incorporated herein by reference. All work for which grant funds are to be expended must be completed by the stated termination date of September 30, 2007 and all invoices pertaining to this project shall be submitted to the Finance Department of Monroe County no later than September 30,2007 to be considered for payment. a) There shall be a project manager to acknowledge receipt of goods or work performed. This Project Manager shall be Jon Sutter, Islamorada Village of Islands, P.O. Box 568, Islamorada, FL 33036 (Tel: 305-853-1685/Fax: 305-853-1778/E-mail: john .sutter@islamorada.fl.us). Should there be a change in the project manager 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 # I Islamorada Village oflslands: Pool Project FY 07 Funding (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 $5,975 (Five Thousand, Nine Hundred and Seventy Five Dollars) for materials and services used to improve the property. Reimbursement request must show that Grantee has paid in full for materials and services relating to the segment prior to seeking the 50% (fifty percent) reimbursement from Grantor. Payment shall be 50% (fifty percent) reimbursement of the total cost of the segment, subject to 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- AlA Document G702 or similar certification as required below for governmental entities and not-for-profit entities, invoices, canceled checks and other docu mentation necessary to support a claim for Amendment # 1 Islamorada Village ofIslands: Pool Project FY 07 Funding 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 personally, for each segment of Agreement as outlined in Exhibit A and paid an amount equal to or greater than the amount invoiced to the Grantor. It shall be necessary for the Grantee to contact the County Engineering Division and to arrange for inspections upon the completion of each segment. The documentation needed to support the payment request shall be in the form necessary for submission and available to the County engineer at the time of inspection. All submissions for payment shall have a proposed schedule of values for segment(s) and indicate the percentage of completion of the overall project as of the submission. This document should be signed by the project architect, engineer, general contractor or project manager. Photos of the progress of the work shall also be submitted with the payment application. It shall be the responsibility of the project architect, engineer, general contractor or project manager to initiate the communication with the Monroe County Engineering Division to facilitate the inspection(s) of the segment of the project. All submissions requesting payment shall be approved in writing, and signed, by the Monroe County Engineering Division as to the completion of the segment of the project for which payment is requested. The application for payment document must be certified through a statement signed by an officer of the organization and notarized, declaring that representations in the invoice are true and factual. Grantee shall also provide partial releases of liens or certifications of non-lien if applicable. Grantor shall retain 10% of any payment on work in progress until the Grantee has provided a Final Release of Lien for each vendor/Contractor for whom payment is requested. For projects exceeding $25,000 in TDC funding under this Agreement, final payment will not be made until the following documents are complete and submitted to the Grantor: AlA Document G-702 Application for Payment Summary AlA Document G-704 Certificate of Substantial Completion AlA Document G-706 Contractor's Affidavit of Debts & Claims AlA Document G-706A Contractor's Affidavit of Release of Liens AlA Document G-707 Consent of Surety to Final Payment (when applicable) Final Release of Lien or Affidavit and Partial Release of Lien For projects for which TDC funding under this Agreement is $25,000 or less, the AlA documentation is not required, but sufficient documentation must be submitted to County to provide similar assurances that the work has been completed and contractors/suppliers paid. All payment requests must be submitted no later than the completion of project of September 30, 2007. Invoices received after September 30, 2007 will not be considered for payment. Amendment # I Islamorada Village offslands: Pool Project FY 07 Funding 10/04/2007 13:58 FAX 141 002/002 2. The remaining provisions of the contract dated March 21, 2007 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) Islamorada Village of Islands Attest: BY__~~- By. 13...f~ ~I,q- ~- Village Mayor RA ~ 'D 1+ r2-. ~ -r;; ~eI {'I ~ ~4. "I ~ '~o~.-n- Print Name Print Name OR TWO WITNESSES (1 ) (2) (1 ) (2) Print Name Print Name \ APPROVE::'. ~C' - ::OAM ANDU'" " :1' THE USF OF 'SLA~ ' . :"'EOF . 'J, _ '( ~ MONROE COUNTY ATTORNEY APPROV AS ORM: Vll, . ,,_ ATTORNEY SUSAN M, IMSI.EY ASSI~ANT ~u ~TTORNeY -- Date - / - 0 - Amendment #1 Isla.morada Village ofIslands: Pool Project FY 07 Funding FROM : FAX NO. : Oct. 07 2002 03:58AM P2 Is Camorarfa, YilIage Of IsfandS September 19, 2007 To: District IV Advisory Committee to The Monroe County Tourist Development Council Please be advised that the Village of Islamorada requests an amendment to the grant award contract of March 21, 2007, pertaining to the project at Founders Park Aquatics Center. Segment 2 of the project, the purchase and installation of the Thorguard Lightning Protection System has been purchased for S10,015.00 and is installed and operational. Segment 1 construction of a 10'x20' kiddie pool, is the segment for which we are requesting the amendment We have decided that the current design is not adequate for our current and projected needs due to the recent addition of several new swim programs. Depending upon design and cost feasibility yet to be determined, we may wish to resubmit a new grant application for the project in the next budget cycle. Therefore, we are requesting the contract be amended to delete the kiddie pool segment. Thank. you for your consideration, ~~J John Sutter Director Parks, Recreation and Marina Inter-local AQreement With The Islamorada VillaQe of Islands ( / This AGREEMENT dated the cJ/~.Jday of ;:k1:c(.L2007, is entered into by and between the BOARD OF COUNTY COMMISSIONERS FOR MONROE COUNTY, hereinafter "County" or "GRANTOR, " on behalf of the TOURIST DEVELOPMENT COUNCIL, hereinafter "TDC" and Islamorada Village of Islands, hereinafter "Grantee". WHEREAS, the third penny of Tourist Development Tax may be used to acquire, construct, extend, enlarge, remodel, repair or improve, convention centers, sports stadiums, sports arenas, coliseums, auditoriums, fishing piers, museums, zoological parks, nature centers, beach improvements and beach park facilities which are publicly owned and operated or owned and operated by not-for-profit corporations, and WHEREAS, Grantee has applied for funding for the Improvements to Founders Park Swimming and Diving Complex project; and WHEREAS, the Grantor and TDC have determined that it is in the best interest of the County, for purposes of promoting tourism and preserving the heritage of the community, to make it appealing to tourists, and to improve the property for use as an outdoor museum that is open to the public; I NOW, THEREFORE, in consideration of the mutual covenants and i payments contained herein, the Grantee and the Grantor have entered into this Agreement on the terms and conditions as set forth below. 1. GRANT AGREEMENT PERIOD. This Agreement is for the period of March 21, 2007 through to September 30, 2007. This Agreement shall remain in effect for the stated period unless one party gives to the other written notification of termination pursuant to and in compliance with paragraphs 7,12 and 13 below. 2. SCOPE OF AGREEMENT. The Grantee shall provide the following scope of services: SeQment 1: Obtain plans; permits and complete construction of a 10'X20' and 6"to 18" in depth wading pool. Seament 2: Procure and install a lightning detection system at Founders Park. Segment(s) of the work is/are more particularly described in Exhibit(s) A, detailing the work and the cost allocable to each segment, attached hereto and incorporated herein by reference. All work for which grant funds are to be expended must be completed by the stated termination date of September 30, 2007 and all invoices pertaining to this project shall be submitted to the Finance Department of Monroe County no later than September 30,2007 to be considered for payment. a) There shall be a project manager to acknowledge receipt of goods or work performed. This Project Manager shall be Jon Sutter, Islamorada Village of Islands, P.O. Box 568, Islamorada, FL 33036 (Tel: 305-853-1685/F ax: 305-853-1778/E-mail: iQbll.~uttes@ islEtmQ[ada, fIJd~). Should there be a change in the project manager Islamorada Village Founders Park Swimming Pool Project Capital Project Funding FY 2007 1 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 $29,975 (Twenty Nine Thousand, Nine Hundred and Seventy Five Dollars) for materials and services used to improve the property. Reimbursement request must show that Grantee has paid in full for materials and services relating to the segment prior to seeking the 50% (fifty percent) reimbursement from Grantor. Payment shall be 50% (fifty percent) reimbursement of the total cost of the segment, subject to Islamorada Village Founders Park Swimming Pool Project Capital Project Funding FY 2007 2 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 SeNices and Exhibit A. Payment for expenditures permissible by law and County policies shall be made through reimbursement to Grantee upon presentation of Application for Payment Summary- AlA Document G702 or similar certification as required below for governmental entities and not-for-profit entities, invoices, canceled checks and other documentation necessary to support a claim for reimbursement. Payment is a 50% (fifty percent) reimbursement of the total cost of each segment of the project, subject to the cap on expenditures for that segment as set forth in Exhibit A. Reimbursement can be sought after each segment of the Agreement is completed and signed by the Monroe County Engineering Department as outlined in 3.a. Included in said documentation shall be proof that the Grantee has received the property, realty or personalty, for each segment of Agreement as outlined in Exhibit A and paid an amount equal to or greater than the amount invoiced to the Grantor. It shall be necessary for the Grantee to contact the County Engineering Division and to arrange for inspections upon the completion of each segment. The documentation needed to ( support the payment request shall be in the form necessary for submission and '. available to the County engineer at the time of inspection. All submissions for payment shall have a proposed schedule of values for segment(s) and indicate the percentage of completion of the overall project as of the submission. This document should be signed by the project architect, engineer, general contractor or project manager. Photos of the progress of the work shall also be submitted with the payment application. It shall be the responsibility of the project architect, engineer, general contractor or project manager to initiate the communication with the Monroe County Engineering Division to facilitate the inspection(s) of the segment of the project. All submissions requesting payment shall be approved in writing, and signed, by the Monroe County Engineering Division as to the completion of the segment of the project for which payment is requested. The application for payment document must be certified through a statement signed by an officer of the organization and notarized, declaring that representations in the invoice are true and factual. Grantee shall also provide partial releases of liens or certifications of non-lien if applicable. Grantor shall retain 10% of any payment on work in progress until the Grantee has provided a Final Release of Lien for each vendor/Contractor for whom payment is requested. For projects exceeding $25,000 in TDC funding under this Agreement, final payment will not be made until the following documents are complete and submitted to the Grantor: AlA Document G-702 Application for Payment Summary AlA Document G-704 Certificate of Substantial Completion AlA Document G-706 Contractor's Affidavit of Debts & Claims Islamorada Village Founders Park Swimming Pool Project Capital Project Funding FY 2007 3 AlA Document G-706A Contractor's Affidavit of Release of Liens AlA Document G-707 Consent of Surety to Final Payment (when applicable) Final Release of Lien or Affidavit and Partial Release of Lien For projects for which TDC funding under this Agreement is $25,000 or less, the AlA documentation is not required, but sufficient documentation must be submitted to County to provide similar assurances that the work has been completed and contractors/suppliers paid. All payment requests must be submitted no later than the completion of project of September 30, 2007. Invoices received after September 30, 2007 will not be considered for payment. b) Documentation shall be submitted to the TDC Administrative Office to show the receipt and application of in-kind donations of goods, professional services, and materials. Said documentation should include invoices, bills of lading, etc., and be verified as received and applied to the project through a notarized statement of the project architect, engineer, general contractor or project manager. The receipt and application to the project of volunteer labor are to be documented and verified by notarized signature of the project architect, engineer, general contractor or project manager, and said documentation submitted to the 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 t 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, Islamorada Village Founders Park Swimming Pool Project Capital Project Funding FY 2007 4 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. (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 Islamorada Village Founders Park Swimming Pool Project Capital Project Funding FY 2007 5 Grantee understands that it shall be responsible for repayment of any and all audit ( exceptions which are identified by the Auditor General for the State of Florida, the Clerk of Court for Monroe County, the Board of County Commissioners for Monroe County, or their agents and representatives. In the event of an audit exception, the current fiscal year grant award or subsequent grant awards will be offset by the amount of the audit exception. In the event the grant is not renewed or supplemented in future years, the Grantee will be billed by the Grantor for the amount of the audit exception and shall promptly repay any audit exception. (a) Public Access. The County and Grantee shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Grantee in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Grantee. 5. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the terms of this Agreement shall be only amended in writing and approved by the Board of County Commissioners for Monroe County. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Grantee and their respective legal representatives, successors, and assigns. 6. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the Grantee is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this Agreement shall be construed as to find the Grantee or any of its employees, contractors, servants or agents to the employees of the Board of County Commissioners of Monroe County, and they shall be entitled to none of the rights, privileges or benefits of employees of Monroe County. (a) No Personal Liability. No covenant or Agreement contained herein shall be deemed to be a covenant or Agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 7. COMPLIANCE WITH LAW. In carrying out its obligations under this Agreement, the Grantee shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provisions of this Agreement, including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement and shall entitle the Grantor to terminate this Agreement immediately upon delivery of written notice of 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: Islamorada Villag~ Founders Park Swimming Pool Project Capital Project Funding FY 2007 6 /' a) Anti-d iscrim ination. Contractor agrees that it will not discriminate against any ( employees or applicants for employment or against persons for any other benefit or seNice under this Agreement because of their race, color, religion, sex, national origin, or physical or mental handicap where the handicap does not affect the ability of an individual to perform in a position of employment, and to abide by all federal and state laws regarding non-discrimination. b) Anti-kickback. Contractor warrants that no person has been employed or retained to solicit or secure this Agreement upon an Agreement or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of the Contractor has any interest, financially or otherwise, in contractor. For breach or violation of this warranty, the Contractor shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. Contractor acknowledges that it is aware that funding for this Agreement is available at least in part through the County and that violation of this paragraph may result in the County withdrawing funding for the Project. c) Hold harmless/indemnification. Contractor acknowledges that this Agreement is funded at least in part by the County and agrees to indemnify and hold harmless the County and any of its officers and employees from and against any and all claims, liabilities, litigation, causes of action, damages, costs, expenses (including but not I limited to fees and expenses arising from any factual investigation, discovery or l 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. Islamorada Village Founders Park Swimming Pool Project Capital Project Funding FY 2007 7 2. Commercial General Liability Insurance with minimum limits of $500,000 per occurrence for bodily injury, personal injury and property damage. 3. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single limit per occurrence. The Contractor, the County and the TDC shall be named as additional insured, exempt workers compensation. The policies shall provide no less than 30 days notice of cancellation, non-renewal or reduction of coverage. At all times during the term of this Agreement and for one year after acceptance of the project, Contractor shall maintain on file with the County a certificate of insurance showing that the aforesaid insurance coverage's are in effect. e) Licensing and Permits. Contractor warrants that it shall have, prior to commencement of work under this Agreement and at all times during said work, all required licenses and permits whether federal, state, County or City. f) Right to Audit. The Contractor shall keep such records as are necessary to document the performance of the Agreement and expenses as incurred, and give access to these records at the request of the TDC, the County, the State of Florida or authorized agents and representatives of said government bodies. 9. HOLD HARMLESS/INDEMNIFICATION. The Grantee hereby agrees to indemnify and hold harmless the BOCCrrDC 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 Islamorada Village Founders Park Swimming Pool Project Capital Project Funding FY 2007 8 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. NONDISCRIMINA TION. County and Grantee agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or Grantee agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91- 616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug ( abuse patent records; 8) Title VII I 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 Islamorada Villagc Foundcrs Park Swimming Pool Project Capital Project Funding FY 2007 9 without cause upon giving written notice of termination to Applicant. The Grantor shall .' not be obligated to pay for any services or goods provided by Grantee after Grantee has ( received written notice of termination. 13. TERMINATION FOR BREACH. The Grantor may immediately terminate this Agreement for any breach of the terms contained herein. Such termination shall take place immediately upon receipt of written notice of said termination. Any waiver of any breach of covenants herein contained to be kept and performed by Grantee shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Grantor from declaring a forfeiture for any succeeding breach either of the same conditions or of any other conditions. Failure to provide Grantor with certification of use of matching funds or matching in-kind services at or above the rate of request for reimbursement or payment is a breach of Agreement, for which the Grantor may terminate this Agreement upon giving written notification of termination. 14. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior Agreements with respect to such subject matter between the Grantee and the Grantor. 15. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. This Agreement is not subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. (a) Venue. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Grantee agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. (b) Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Grantee agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. (c) Attorney's Fees and Costs. The County and Grantee agree that in the event any cause of action or administrative proceeding is initiated or defended by any party Islamorada Village Founders Park Swimming Pool Project Capital Project Funding FY 2007 10 relative to the enforcement or interpretation of this Agreement, the prevailing party shall ( be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. (d) Adjudication of Disputes or Disagreements. County and Grantee agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. (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. Islamorada Village Founders Park Swimming Pool Project Capital Project Funding FY 2007 I I (b) Code of Ethics, County agrees that officers and employees of the County ( recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 17. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on an Agreement to provide any goods or services to a public entity, may not submit a bid on a Agreement with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, sub-contractor, or consultant under a Agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 18. AUTHORITY: Grantee warrants that it is authorized by law to engage in the performance of the activities encompassed by the project herein described. Each of the signatories for the Grantee below certifies and warrants that the Grantee's name in this Agreement is the full name as designated in its corporate charter (if a corporation); they are empowered to act and contract for the Grantee, and this Agreement has been approved by the Board of Directors of Grantee or other appropriate authority. 19. LICENSING AND PERMITS: Grantee warrants that it shall have, prior to commencement of work under this Agreement and at all times during said work, all required licenses and permits whether federal, state, County or City. 20. INSURANCE: Grantee agrees that it maintains in force at its own expense a liability insurance policy which will insure and indemnify the Grantee and the Grantor from any suits, claims or actions brought by any person or persons and from all costs and expenses of litigation brought against the Grantee for such injuries to persons or damage to property occurring during the Agreement or thereafter that results from performance by Grantee of the obligations set forth in this Agreement. At all times during the term of this Agreement and for one year after acceptance of the project, Grantee shall maintain on file with the Grantor a certificate of the insurance of the carriers showing that the aforesaid insurance policy is in effect. The following coverage's shall be provided: 1. Workers Compensation insurance as required by Florida Statutes. 2. Commercial General Liability Insurance with minimum limits of $500,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be $250,000 per Person $500,000 per occurrence $50,000 property damage. Islamorada Village Founders Park Swimming Pool Project Capital Project Funding FY 2007 12 3. Comprehensive Auto Liability Insurance with minimum limits of $300,000 ( combined single limit per occurrence. The Grantee, the Grantor and the TDC shall be named as additional insured, except workers compensation. The policies shall provide no less than 30 days notice of cancellation, non-renewal or reduction of coverage. Grantee shall provide, to the County, as satisfactory evidence of the required insurance, including the insurance policy application and either: . Original Certificate of Insurance or . Certified copy of the actual insurance policy Or . Certificate of Insurance e-mailed from Insurance Agent/Company to County Risk Management (Telephone Maria Slavik at 295-3178 for details) 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 1100 Simonton Street Key West, FL 33041 21. NOTICE. Any written notice to be given to either party under this Agreement or related hereto shall be addressed and delivered as follows: For Grantee: John Sutter Islamorada, Village of Islands P.O. Box 568 Islamorada, FL 33036 For Grantor: Lynda Stuart Monroe County Tourist Development Council 1201 White Street, Suite 102 Key West, FL 33040 and Islamorada Village Founders Park Swimming Pool Project Capital Project Funding FY 2007 13 Susan Grimsley, Asst. County Attorney ( P.O. Box 1026 \. Key West, FL 33041-1026 22. CLAIMS FOR FEDERAL OR STATE AID, Contractor and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 23. NON-DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent 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 Islamorada Village Founders Park Swimming Pool Project Capital Project Funding FY 2007 14 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. 28. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by singing any such counterpart. 29. SECTION HEADINGS. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. (SEAL) BOARD OF COUNTY 0 III COMMISSIONERS iD> " (J) ';to A TTEST: DANNY L. KOLHAGE, CLERK OF MONROE COUNTY, FLORIDA C/) (j) (J) \ 1J BCl~ ~c 1J By: ~lY~ v.,)> (J) :n ,Z;to 0 i--,-Iz \'... <{ () ",' m ~'-O ~ -. 0 ( c' r ;to 5 Deputy Clerk Mayor/Chairman ~.;Z::;G) '_ en ~ -I :0 ' '_..' 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BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: NOVEMBER 14, 2007 Division: TDC Bulk Item: Yes X No - Department: Staff Contact PersonlPhone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval of an Agreement with Gay & Lesbian Center of Key West, Inc. covering Pridefest 2008 on June 7-15,2008 in an amount not to exceed $8,~T3, DAC I, FY 2008 Event Resources. ITEM BACKGROUND: TDC approved same at their meeting of September 11,2007 PREVIOUS RELEVANT BOCC ACTION: CONTRACT/AGREEMENT CHANGES: New Contract ST AFF RECOMMENDATIONS: Approval TOT AL COST: $8,ln3 BUDGETED: Yes X No - COST TO COUNTY: $8,Grt3 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes-1L No AMOUNT PER MONTH Year - APPROVED BY: County Atty --X- OMB/Purchasing ~ Risk Management X DOCUMENT A TION: Included X Not Required_ DISPOSITION: AGENDA ITEM # Revised 11/06 I MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Gay & Lesbian Center of Key Contract # TDC #: 413 - West, Inc. Effective Date: 11/14/07 Expiration Date: 9/30/08 Contract Purpose/Description: Approval of an Agreement with Gay & Lesbian Center of Key West, Inc. covering Pridefest 2008 on June 7-15, 2008 in an amount not to exceed $8,b1"3, DAC 1, FY 2008 Event Resources. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext. ) (Department/Stop #) for BOCC meeting on 11/14/07 Agenda Deadline 10/30/07 CONTRACT COSTS Total Dollar Value of Contract: $ 8,'~3 Current Year Portion: $ Budgeted? Yesrgj NoD Account Codes: 115-75360-530340- T85M-423-X-530340/ Grant: $ County Match: $ - - - - ----- - - - - - --- ADDITIONAL COSTS Estimated Ongoing Costs: $_/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out D~;t Needed /~iewer /1' Division Director ,o.r.'/ Y esO NO~ ...' '::!J:4/ (0 Ri sk Mana;rment tv 15-0) YesO No[2(. , ev ~ ~k>'\ J:ili if, ~ O.M.B./P rCh1ismg ('0 /Cg!o:YYesD No -==F 1 County Attorney #tA- YesDN~ .s-: Grimsley Comments: '* ~~d Q4fl-1. cIa~-/o~ OMB Form Revised 2/27/01 Mep #2 Destination Events Agreement THIS AGREEMENT (Agreement) is entered into this day of , 2007 by and between MONROE COUNTY, a political subdivision of the state of Florida (County) and Gay & Lesbian Community Center of Key West, Inc. a not for profit business organized and operating under the laws of the state of Florida (Event Sponsor). WITNESSETH: in consideration of the mutual covenants contained herein, the parties agree as follows: 1. The County agrees to pay up to $8,673 (Eight Thousand, Seven Hundred and Sixty Three Dollars) for Pridefest 2008 on June 7-15, 2008 from tourist development tax funds (See Exhibit A). No more than 10% of the total advertising and promotional costs paid under this agreement shall be attributable to in-county advertising and promotion. 2. Scope of Services: The event sponsor agrees to provide the County with an event as specified below: a). Mr., Ms., and Miss Pridefest contest b). Theatre Production c). CAP Awards d). Parade e). Street Fair f). Rainbow Tea Dance g). Bad Boys Party and Bad Girls Party 3. All advertising and public relations services or supervision of advertising and public relations will be provided through the contracted agencies of the Tourist Development Council (TDC) and COUNTY. The agencies of record shall receive payment for work in progress upon submission of documented invoices associated with the event. 4. Payment: Any payments directly to the event sponsor or vendors associated with said event shall be as follows: Payment upon presentation of an invoice shall indicate the task completed for which payment is sought, with proper documentation attached. Upon completion of said event, a financial statement detailing all revenue and expenses utilizing generally accepted accounting principals shall be prepared, notarized and submitted by Event Sponsor. The County's contracted public relations firm shall confirm compliance with the Scope of Services. Pridefest 200S Contract #: 413 Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the COUNTY. Only acceptable expenses listed in the Monroe County Tourist Development Council Operations Manual shall be paid. 5. AccountinQ: Financial records of the Sponsor pertaining to this project shall be kept according to generally recognized accounting principles and shall be available to the COUNTY or to an authorized representative for audit. 6. Modification: Line item changes to the advertising and promotion budget may be made up to but not exceeding 10% of the larger line item amount without requiring COUNTY approval of the particular change. 7. Breach and Penalties: The parties agree to full performance of the covenants contained in this agreement, and the COUNTY reserves the right at its discretion, provided such breach is material, to terminate this agreement for any misfeasance, malfeasance, or nonperformance of the agreement terms or negligent performance of the agreement terms by the event sponsor. S. Termination: This Agreement will be terminated on September 30, 200S. All invoices must be submitted prior to September 30, 2008. 9. Non Occurrence of Event If the event does not take place for any reason under control of Event Sponsor except for those reasons in paragraph 19, then Event Sponsor agrees to refund to the COUNTY any amounts already paid to them under this agreement, and relieve the COUNTY from any further payments. The 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. 10. Indemnification and Hold Harmless: The event sponsor covenants and agrees to indemnify and hold harmless and defend Monroe County, its officers, employees and agents including the Tourist Development Council and Visit Florida Keys 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, except those losses or damages caused by COUNTY or its agents. 11. 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 Pridefest 200S Contract #: 413 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: * Original 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 COUNTY prior to the Event. All insurance policies must specify that they are not subject to cancellation, non-renewal, material change or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. Acceptance and/or approval of event sponsor's insurance shall not be construed as relieving event sponsor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies. Any deviations from these General Insurance Requirements must be requested in writing on the County form titled "Request for Waiver of Insurance Requirements" and must be approved by Monroe County Risk Management. Event sponsor shall furnish the County with a certificate evidencing the insurance required by this paragraph not later than twenty (20) days prior to the event. Prior to commencement of work governed by this contract, event sponsor shall obtain . General Liability Insurance. Coverage shall be maintained through out the life of the contract and include, as a minimum: * Premises Operations * Products and Completed Operations * Blanket contractual Liability * Personal Injury Liability * Expanded Definition of Property Damage The minimum limits acceptable shall be: * $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 Pridefest 200S Contract #: 413 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. 12. Permits: The event sponsor will secure all required permits, licenses including but not limited to occupational licenses. 13. Taxes: The COUNTY and TDC are exempt from Federal Excise and State of Florida Sales Tax. 14. Finance CharQes: The COUNTY and TDC shall not be responsible for any finance charges. 15. Relation of COUNTYrrDC: It is the intent of the parties hereto that the event sponsor shall be legally considered as an independent Event Sponsor and that neither it nor its employees shall, under any circumstances, be considered employees, servants or agents of the COUNTY and TDC and the COUNTY 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. 16. Disclosure: The event sponsor shall be required to list any or all potential conflicts or interest, as defined by Florida Statute 112 and Monroe County Code. The event sponsor shall disclose to the COUNTY 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 COUNTY and TDC. 17. AssiQnment: The 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 COUNTY. 18. Compliance with laws - Nondiscrimination: The event sponsor, shall comply with all federal, state and local laws and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, age, or national origin in the performance of work under this Agreement. This Agreement shall be subject to all federal, state, and local laws and ordinances. 19. Force Maieure: The event sponsor shall not be liable for delay in performance or failure to perform in whole or in part, the services due to the occurrence of any contingency beyond its control or the control of any of its subcontractors or suppliers, including labor dispute, strike, labor shortage, war or act of war whether an actual declaration thereof if made or not, insurrection, sabotage, riot or civil commotion, act of public Pridefest 2008 Contract #: 413 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 event sponsor has exercised reasonable care in the prevention or mitigation of damages and delay, any such delay or failure shall not constitute a breach of the Agreement. Upon demand of TDC or COUNTY, the event sponsor must furnish evidence of the causes of such delay or failure. COUNTY 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. 20. GoverninQ LawNenue: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of the agreement, the County and Sponsor agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to arbitration. 21. Security Protection: The event sponsor agrees to provide adequate security for the event. No TDC funds will be used for this purpose. 22. Ownership: All advertising and promotion work performed under the agreement and paid for by the COUNTY and TDC shall be the property of the COUNTY and TDC, for whatever use and/or disposition the COUNTY and TDC may deem appropriate. 23. Media riQhts: The TDC shall have the right to broadcast, rebroadcast, use, reproduce or transmit for any purpose whatsoever, radio, television, pictures, sound, film and tape motion pictures and still photographs paid by the COUNTY and TDC under this agreement. 24. LOQo: All promotional literature and display advertising with the exception of generic advertising must display the "Florida Keys & Key West Come As You Are" logo/trade mark (as per attached logo sample). This logo/trade mark was adopted by the TDC and County in December 2006. In-County LOQo: The logo that includes the "Monroe County Tourist Development Council" designation is to be utilized in all approved in-county print newspaper ads, magazine ads, street banners, posters and other approved signage efforts. Radio commercials should include "Brought to you by The Monroe County Tourist Development Council". To seek approval, clarification and/or logo in electronic format (eps or jpg file), contact John Underwood with Tinsley Advertising at 305-856- 6060. Out of County LOQo: The out of county logo does NOT include the "Monroe County Tourist Development Council" designation and is to be utilized in all other efforts including any approved out- of-county print newspaper ads, magazine ads, television commercials, internet advertising (banners, buttons, e-mail blasts), direct mail promotions (brochures and pamphlets) and any approved promotional items including programs, T-shirts, hats, jackets, trophies and koozie cups. Radio Pridefest 2008 Contract #: 413 commercials should include "Brought to you by The Monroe County Tourist Development Council". To seek approval, clarification and/or logo in electronic format (eps orjpg file), contact John Underwood at Tinsley Advertising at 305-856-6060. 25. Severability: If any provision of this Agreement shall be held by a Court of competent jurisdiction to be invalid or unenforceable, the 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. 26. 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 the agreement for the Sponsor and c) this Agreement has been approved by the Sponsor's Board of Directors. 27. Ethics Clause: The 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. 28. 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 proposal on a contract to provide any goods or services to a public entity, may not submit a proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit proposals 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 TVVO for period of 36 months from the date of being placed on the convicted vendor list." 29. Notice: Any notice required or permitted under this agreement shall be in writing and had delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested to the following: For Grantee: Mr. John Andola Gay & Lesbian Community Center of Key West, Inc. 616 Frances Street Key West, FL 33040 For Grantor: Lynda Stuart Monroe County Tourist Development Council 1201 White Street, Suite 102 Key West, FL 33040 Pridefest 2008 Contract #: 413 And Susan Grimsley, Asst. County Attorney P.O. Box 1026 Key West, FL 33041-1026 30. Entire AQreement: The parties agree that the Agreement above constitutes the entire agreement between the COUNTY and event sponsor. IN WITNESS WHEREOF, the parties hereto have executed this Agreement 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) Gay & Lesbian Community Center of Key West, Inc. Attest: By. B~tJ P ../../- Secretary PIi dent :So /..(.N IL A-NDo LI!- Print Name Print Name Date: Date: r{)- /.,0- - () 7 OR TWO WITNESSES (1 ) (2) Print Name: Print Name: Date: Date: Pridefest 200S Contract #: 413 , . In-Countv Loao The Florida Keys -.- MONR.OE COUNTY TOUR.IST DEVELOPMENT COUNCIL Out-of-County Loao The Florida Keys -.- Pridefest 200S Contract #: 413 , ' EXHIBIT A MONROE COUNTY TOURIST DEVELOPMENT COUNCIL CUL TURAL UMBRELLA EVENT FUNDS BUDGET BREAKDOWN BOCC 9/20/06 Line items listed below must be approved by the appropriate agency of record FISCAL YEAR 2008 EVENT NAME: PideFest 2008 MEDIA PLACEMENT & PRODUCTION COSTS: newspaper, magazines, radio, TV, website/internet advertising only $ 8,673.00 PROMOTIONAL SIGNS: posters/banners PROMOTIONAL ITEMS: t-shirts, hats, jackets, koozie cups f, DIRECT MAIL PROMOTIONS: brochures/pamphlets/ postage & shipping PROGRAMS: PUBLIC RELATIONS: *GENERAL NON-ALLOCATED: TOTAL: $ 8,673,00 *GENERAL NON ALLOCATED MAY NOT EXCEED 15% OF THE ABOVE BUDGET AND CAN ONLY BE UTILIZED FOR ACCEPTABLE TDC ITEMS. :3l.:J::;et form com!) etd(j 9- ;807 o,/Jol1n (\,~,joia f.~Li:(= Pr2s:'~ent ACTUAL EXPENDITURES MAY DEVIATE NO MORE THAN 10% FROM THE BUDGETED LINE ITEMS NOTED ABOVE. , BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: NOVEMBER 14,2007 Division: TDC Bulk Item: Yes X No - Department: Staff Contact PersonlPhone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval of an Amendment to Agreement with Key West Players, Inc. to revise Exhibit A of the Waterfront Playhouse Lobby RestorationlRenovation project. ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: BOCC approved original Agreement at their meeting of November 15,2006. CONTRACT/AGREEMENT CHANGES: Amendment to revise Exhibit A STAFF RECOMMENDATIONS: Approval TOTAL COST: $153,216 BUDGETED: Yes X No - COST TO COUNTY: $153,216 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes-X- No AMOUNT PER MONTH Year - - APPROVED BY: County Atty --X- OMB/Purchasing ~ Risk Management X DOCUMENT A TION: Included X Not Required_ DISPOSITION: AGENDA ITEM # Revised 11/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Key West Players, Inc. Contract # - TDC #: 285 Effective Date: 11/15/06 Expiration Date: 3/31/08 Contract Purpose/Description: Approval of an Amendment to Agreement with Key West Players, Inc. to revise Exhibit A of the Waterfront Playhouse Lobby RestorationlRenovation project. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext. ) (Department/Stop #) for BOCC meeting on 11/14/07 Agenda Deadline 10/30/07 CONTRACT COSTS Total Dollar Value of Contract: $ 153,216 Current Year Portion: $ _ J~ S~ Budgeted? Yesrgj No D Account Codes: 117-77040-530340- T77B-023- Y -530340...... Grant: $ County Match: $ - - - - ----- - - - - - --- ADDITIONAL COSTS Estimated Ongoing Costs: $ ~yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out Division Director Date In Needed ~ /1C)'ff'? YesO NoEl "_ ,/J a~j Risk Man~ement \o(50JYesDNof2( ~_. I O'-/S-u ') e:.. 1Y\~ !\. ~O'I' YesDNoB -=-\~ 1J-o-~ JO 17/0'7 O.M.B./Purc~sing County Attorney l~o1-' YesD No~ S.Grimsley I r t cIJ- Comments: OMB Form Revised 2/27/01 Mep #2 September 28, 2007 Dear District I Advisory Committee: Key West Players, Inc. requests an amendment to the scope of services within our FY 2007 Capital Project Funding Grant. The grant was awarded for the Waterfront Playhouse Lobby RestorationlRenovation project in an amount not to exceed $153,216. We had originally planned to complete some structural repairs and concrete repairs, but the total cost of the project exceeded our expectations and we decided not to contract with our architects to complete that work at this time. The cost of that work would have been $30,000. We are asking the DAC to approve the deletion of the following items from segment 2 of our contract: . Structural repairs: Installation of reinforcement . Concrete repairs: Installation of patching materials We are requesting that the grant amount remain at $153,216. Thank you for your continued support of this needed restoration. S incerel y, ~1{f~... Henry Woods Project Manager and Past Board President Key West Players, Inc. Key West Players, Inc. P.O. Box 724 Key West, FL 33041..0724 305..294..5015 ,- /' / AMENDMENT (1st AMENDMENT) TO AGREEMENT THIS AMENDMENT to agreement dated the. day of _ 2007, is entered into by and between the Board of County Commissioners for Monroe County, on behalf of the Tourist Development Council, and Key West Players, Inc. WHEREAS, there was a contract entered into on November 15, 2006 between the parties, awarding $153,216 for the Waterfront Playhouse Lobby Restoration/Renovation project; and WHEREAS, it has become necessary to revise the work outlined in Segment 2 of Exhibit A; 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. 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) Attest: By. By Secretary Print Name OR TWO WITNESSES (1 ) (2) (1 ) (2) Print Name Print Name Amendment # I Key West Players: Waterfront Playhouse Lobby Renovation ~ ~ o ~ ~ ~ E Q) - ~O ~ ..... 0 ..-. 0 .... - ~ c a... >< c:C: 0 .. G.I G.I .- C wEE 1: 0 ~~ 0 _ C G.lO CL O~ w ~ (l. r.. '-0 ~~ U u~ ~ (JoE 0 uo > g~ f- o~ W ~- f- o "0 -uu_uuuu__uuu__uu-uu_u_uuu_uuu_uuu_uuu_u_uuu_u_uu a:: c ~~ o ~Q. (!) - G.I Q. :) o Q.~ 0 b E G.I > C 0;: <+- (!) ~ ~ 0 0::: G.I c: (!) It::: 'N CO:.::: :) 1;; C"l o -~ 'D OC"l ~~ (!) u~ - G.I_ o ~c: .r::. _~ o oG.l () 00 - ::::E U) o~ U'l 0 G.I f- tA (!) ~~ 0::: c~ o~ ~ c ..Q - E '- 0 c: '- 0.- ..Q G.I G.I 0 a ~ ~ ~ Q. 0 (!) ~..-. . E Q. U'l .... ~:!:: Q) Q) """' ^'"' ~-~ C f- '-Q. ....J "J ~ Q. _ 0 ()o EQ.c: :+= cO) C .r::. .. 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Q) Q) 0 1;; :J Q) Q) 1;;'0 :J a.. -+- 0 -< (j (j ::r: e a.. w lY e a.. a.. +- C -+- e <J) .9 ........... 2 E ~ 4- U ~ 0) V'l .2 <J) <J) 0 ~ 0 ~ Grant Award AQreement This AGREEMENT dated the \< day of~~ttt\W2006, 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 Key West Players, Inc., hereinafter "Grantee". WHEREAS, the third penny of Tourist Development Tax may be used to acquire, construct, extend, enlarge, remodel, repair or improve, convention centers, sports stadiums, sports arenas, coliseums, auditoriums, fishing piers, museums, zoological parks, nature centers, beach improvements and beach park facilities which are publicly owned and operated or owned and operated by not-for-profit corporations, and WHEREAS, Grantee has applied for funding for the Waterfront Playhouse Lobby Restoration/Renovation project; and WHEREAS, the Grantor and TDC have determined that it is in the best interest of the County, for purposes of promoting tourism and preserving the heritage of the community, to construct, enlarge, remodel, repair and improve the property for use as an auditorium 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 November 15, 2006 through to March 31, 2008. This Agreement shall remain in effect for the stated period unless one party gives to the other written notification of termination pursuant to and in compliance with paragraphs 7,12 and 13 below. 2. SCOPE OF AGREEMENT. The Grantee shall provide the following scope of services: SeQment 1: Demo and Rough-In Work. SeQment 2: New Finish Work. SeQment 3: Completion of all Work. 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 March 31, 2008 and all invoices pertaining to this project shall be submitted to the Finance Department of Monroe County no later than March 31, 2008 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 Henry Woods, 1217 Grinnell Street, Key West, FL 33040 (Telephone: (305) 849-9424/Fax: (305) 295-3359). Should there be a change in the project manager specified in the Grantee's application, a new project Waterfront Playhouse Capital Project Funding FY 2007 I m~nager 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 $153,216 (One Hundred and Fifty Three Thousand, Two Hundred and Sixteen Dollars) for materials and services used to construct, enlarge, remodel, 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 2 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- AlA Document G702 or similar certification as required below for governmental entities and not-for-profit entities, invoices, canceled checks and other documentation necessary to support a claim for reimbursement. Payment is a 50% (fifty percent) reimbursement of the total cost of each segment of the project, subject to the cap on expenditures for that segment as set forth in Exhibit A. Reimbursement can be sought after each segment of the Agreement is completed and signed by the Monroe County Engineering Department as outlined in 3.a. Included in said documentation shall be proof that the Grantee has received the property, realty or personalty, for each segment of Agreement as outlined in Exhibit A and paid an amount equal to or greater than the amount invoiced to the Grantor. It shall be necessary for the Grantee to contact the County Engineering Division and to arrange for inspections upon the completion of each segment. The documentation needed to support the payment request shall be in the form necessary for submission and available to the County engineer at the time of inspection. All submissions for payment shall have a proposed schedule of values for segment(s) and indicate the percentage of completion of the overall project as of the submission. This document should be signed by the project architect, engineer, general contractor or project manager. Photos of the progress of the work shall also be submitted with the payment application. It shall be the responsibility of the project architect, engineer, general contractor or project manager to initiate the communication with the Monroe County Engineering Division to facilitate the inspection(s) of the segment of the project. All submissions requesting payment shall be approved in writing, and signed, by the Monroe County Engineering Division as to the completion of the segment of the project for which payment is requested. The application for payment document must be certified through a statement signed by an officer of the organization and notarized, declaring that representations in the invoice are true and factual. Grantee shall also provide partial releases of liens or certifications of non-lien if applicable. Grantor shall retain 10% of any payment on work in progress until the Grantee has proVided a Final Release of Lien for each vendor/Contractor for whom payment is requested. For projects exceeding $25,000 in TDC funding under this Agreement, final payment will not be made until the following documents are complete and submitted to the Grantor: AlA Document G-702 Application for Payment Summary AlA Document G-704 Certificate of Substantial Completion AlA Document G-706 Contractor's Affidavit of Debts & Claims AlA Document G-706A Contractor's Affidavit of Release of Liens AlA Document G-707 Consent of Surety to Final Payment (when applicable) 3 Final Release of Lien or Affidavit and Partial Release of Lien For projects for which TDC funding under this Agreement is $25,000 or less, the AlA documentation is not required, but sufficient documentation must be submitted to County to provide similar assurances that the work has been completed and co ntractors/suppliers paid. All payment requests must be submitted no later than the completion of project of March 31, 2008. Invoices received after March 31, 2008 will not be considered for payment. 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 March 31, 2008. Invoices received after March 31, 2008 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 4 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 I 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. (Hi) The Grantee is responsible for the implementation of adequate maintenance procedures to keep the real and personal property in good operating condition. (iv) The Grantee is responsible for any loss, damage, or theft of, and any loss, damage or injury caused by the use of, real or personal property or equipment purchased through funding under this Agreement. 4. RECORDS AND REPORTS. The Grantee shall keep such records as are necessary to document the performance of the Agreement and expenses as incurred, and give access to these records at the request of the TDC, the County, the State of Florida or authorized agents and representatives of said government bodies. The Grantee shall also provide such access to the personal property and equipment purchased under this Agreement. It is the responsibility of the Grantee to maintain appropriate records in accordance with generally accepted accounting principles consistently applied to insure a proper accounting of all funds and expenditures. The Grantee understands that it shall be responsible for repayment of any and all audit exceptions which are identified by the Auditor General for the State of Florida, the Clerk of Court for Monroe County, the Board of County Commissioners for Monroe County, or their agents and representatives. In the event of an audit exception, the current fiscal year grant award or subsequent grant awards will be offset by the amount of the audit 5 exception. In the event the grant is not renewed or supplemented in future years, the Grantee will be billed by the Grantor for the amount of the audit exception and shall promptly repay any audit exception. (a) Public Access. The County and Grantee shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Grantee in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Grantee. 5. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the terms of this Agreement shall be only amended in writing and approved by the Board of County Commissioners for Monroe County. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Grantee and their respective legal representatives, successors, and assigns. 6. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the Grantee is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this Agreement shall be construed as to find the Grantee or any of its employees, contractors, servants or agents to the employees of the Board of County Commissioners of Monroe County, and they shall be entitled to none of the rights, privileges or benefits of employees of Monroe County. (a) No Personal Liability. No covenant or Agreement contained herein shall be deemed to be a covenant or Agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 7. COMPLIANCE WITH LAW. In carrying out its obligations under this Agreement, the Grantee shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provisions of this Agreement, including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement and shall entitle the Grantor to terminate this Agreement immediately upon delivery of written notice of termination to the Grantee. 8. RESTRICTIONS ON AGREEMENTS ENTERED PURSUANT TO THIS AGREEMENT. The Grantee shall include in all Agreements funded under this Agreement the following terms: a) Anti-discrimination. Contractor agrees that it will not discriminate against any employees or applicants for employment or against persons for any other benefit or service under this Agreement because of their race, color, religion, sex, national origin, or physical or mental handicap where the handicap does not affect the ability of an 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. 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 the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Grantee in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. (b) Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 10. NONDISCRIMINA TION. 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 1\ 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 March 31, 2008. Termination prior thereto shall occur whenever funds cannot be obtained or cannot be continued at a level sufficient to allow for the continuation of this Agreement pursuant to the terms herein. In the event that funds cannot be continued at a level sufficient to allow the continuation of this Agreement pursuant to the terms specified herein, this Agreement may then be terminated immediately by written notice of termination delivered in person or by mail to 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. TERMINA TION 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 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. This Agreement is not subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. (a) Venue. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Grantee agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. (b) Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Grantee agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. (c) Attorney's Fees and Costs. The County and Grantee agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. (d) Adjudication of Disputes or Disagreements. County and Grantee agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be 10 d i sGussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. (e) Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Grantee agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Grantee specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 16. ETHICS CLAUSE: Grantee warrants that he has not employed, retained or otherwise had act on his behalf any former County officer or employee in violation of Section 2 or Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of the provision the Grantor may, at its discretion terminate this Agreement without liability and may also, at its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer or employee. The County and Grantee warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Grantee agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. (a) Covenant of No Interest. County and Grantee covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. (b) Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 17. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on an Agreement to provide any goods or services to a public entity, may not submit a bid on a Agreement with a public entity for the construction or repair of a II public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, sub-contractor, or consultant under a Agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CA TEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 18. AUTHORITY: Grantee warrants that it is authorized by law to engage in the performance of the activities encompassed by the project herein described. Each of the signatories for the Grantee below certifies and warrants that the Grantee's name in this Agreement is the full name as designated in its corporate charter (if a corporation); they are empowered to act and contract for the Grantee, and this Agreement has been approved by the Board of Directors of Grantee or other appropriate authority. 19. LICENSING AND PERMITS: Grantee warrants that it shall have, prior to commencement of work under this Agreement and at all times during said work, all required licenses and permits whether federal, state, County or City. 20. INSURANCE: Grantee agrees that it maintains in force at its own expense a liability insurance policy which will insure and indemnify the Grantee and the Grantor from any suits, claims or actions brought by any person or persons and from all costs and expenses of litigation brought against the Grantee for such injuries to persons or damage to property occurring during the Agreement or thereafter that results from performance by Grantee of the obligations set forth in this Agreement. At all times during the term of this Agreement and for one year after acceptance of the project, Grantee shall maintain on file with the Grantor a certificate of the insurance of the carriers showing that the aforesaid insurance policy is in effect. The following coverage's shall be provided: 1. Workers Compensation insurance as required by Florida Statutes. 2. Commercial General Liability Insurance with minimum limits of $500,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be $250,000 per Person $500,000 per occurrence $50,000 property damage. 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 12 . Certified copy of the actual insurance policy Or . Certificate of Insurance e-mailed from Insurance Agent/Company to County Risk Management (Telephone Maria Slavik at 295-3178 for details) An original certificate or a certified copy of any or all insurance policies required by this contract shall be filed with the Clerk of the BOCC prior to the contract being executed by the Clerks office. The Insurance policy must state that the Monroe County BOCC and Monroe County TOC is the Certificate Holder and additional Insured for this contract. Insurance should be mailed to: Monroe County Board of County Commissioners C/O Risk Management 1100 Simonton Street Key West, FL 33041 21. NOTICE. Any written notice to be given to either party under this Agreement or related hereto shall be addressed and delivered as follows: For Grantee: Henry Woods Waterfront Playhouse 1217 Grinnell Street Key West, FL 33040 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 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. 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. (S EAL) Board of County Commissioners Attest: Danny L. Kolhage, Clerk of Monro(jcounty ~~ J '! ~/ I li\n D puty Clerk Mayor/Chai an (CORPORA TE SEAL) Key West Players, Inc. Attest: By. By ~'W~. 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'-~'-'- ~,-'''''', ..- --'-'-'- ..... .--. fI<lllnJ (If {' "'ilR1:' I iw:mJ~':,j"'-.r, '''p~",..l: -\.Itpn""d 'i{.t"'jlprG' (~l ...~ __ "_ ...,......__ '!'h'(-titl~ nlt,\": . - ." ., Admifthfrt\!;'jrt h,',Jr-,Jf'tf,ib ,,{ -0'9_2 \.,I:t( ..t".L;A It:' IF LIABiliTY INSURANC-=, I DATE (MM/ODIYYYY) ,., '" V ruJ,.. 09/29/2006 I ~ PRODUCER (305)2~4-2542 FAX 6-7981) ---,- - - THLS CERTIFICATE IS IS~ _.::D AS A MAHER OF INFORMATION I The Porter Allen Company pi; .', ':- ONLY A"'D CONFERS NO RIGHTS UPON THE CERTIFICATE ' , j- I' '_L HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR \ - ~ t ' 1\_V~I~L 513 Southard Street --,-,---- -AblER lii-tE COVERAGE AFFORDED BY THE POLICIES BELOW. I Key West" FL 33040 INS RER AFFORDING COVERAGE NAIC# ' David Freeman (\r- 1 0 I INSURED Waterfront Theater INSU ERA ~urlington Insurance I PO Box 724 INSU ER B - I Key West, FL 33040 F"/)~ CO_!':-Y INSURER C I Ri~; i.'j .,; \>:~CH I INSURER D INSURER E COVERAGE~ I 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 I MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH i POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, I',N~ ~'?,~~ TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS GENERAL LIABILITY 447BOOOO04 01/13/2006 01/13/2007 EACH OCCURRENCE $ 1,000,000 I t--- DAMAGE TO RENTED 100,000 X COMMERCIAL GENERAL LIABILITY $ I CLAIMS MADE 0 OCCUR MED EXP (Anyone person) $ 5,000 A X PERSONAl & ADV INJURY $ l,OOO,Ooe - 2,OOO,Ooe GENERAL AGGREGATE $ - INCLUDE[ GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AGG $ I nPRO- n POLICY JECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT t-- (Ea accident) $ ANY AUTO t--- ALL OWNED AUTOS BODILY INJURY t-- (Per person) $ SCHEDULED AUTOS - HIRED AUTOS nl ,"~t~ ~ ~ 'L BODILY INJURY - (Per accident) $ NON-OWNED AUTOS , . - 1--. - (D'I( {-Ck PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY [- AUTO ONL Y - EA ACCIDENT $ ~ ANY AUTO EAACC $ OTHER THAN AUTO ONL Y AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ =:J OCCUR o CLAIMS MADE AGGREGATE $ $ R DEDUCTIBLE $ RETENTtON $ $ WORKERS COMPENSATION AND I T~gJ:~;,~~ I IOIbl- EMPLOYERS' LIABILITY EL EACH ACCIDENT $ ANY PROPRIETORlPARTNERlEXECUTIVE OFFICERlMEMBER EXCLUDED? E.L DISEASE - EA EMPLOYEE $ ~~~21~~s~~~v'iS1~~s below EL DISEASE - POLICY LIMIT $ -' OTHER ESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Monroe County BOCC and Monroe County TOC IS THE CERTIFICATE HOLDER AND ADDITIONAL INSURED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE Monroe County Board of County Commissioners EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL Monroe County TOC -1!L C/O Risk Managment Maria Slavik E SHALL IMPOSE NO OBLIGATION OR LIABILITY POBox 1026 Key West, FL 33040 :::ORD 25 (2001/08) @ACORD CORPORATION 1988 Ac.;URD CERTIFICATE "F LIABILITY INSURANr~ I DATE (MMIDDIYYYY) 09/29/2006 -. TM PRODUCER (05)294-2542 FAX (305J_J6-7985 THIS CERTIFICATE IS IS~uED AS A MATTER OF INFORMATION The Porter Allen Company ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 513 Southard Street AL TER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Key Wes~, FL 33040 David Freeman INSURERS AFFORDING COVERAGE NAIC# INSURED Waterfront Theater INSURER A: Burlington Insurance PO Box 724 INSURER B Key West, FL 33040 INSURER C INSURER D: INSURER E: COVERAGE~ 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 MA Y 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, INSR DD'l TYPE OF INSURANCE POLICY NUMBER P.9.L!SY EFFECTIVE POLICY EXPIRATION LIMITS GENERAL LIABILITY 447BOOOO04 01/13/2006 01/13/2007 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $ 100, 00 I CLAIMS MADE 0 OCCUR MED EXP (Anyone person) $ 5,00( A X PERSONAL & ADV INJURY $ 1,000,00C - 2,000,00C GENERAL AGGREGATE $ - INCLUDED GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS. COM PlOP AGG $ I nPRO. n POLICY JECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT I-- (Ea accident) $ ANY AUTO I-- ALL OWNED AUTOS BODILY INJURY - (Per person) $ SCHEDULED AUTOS - HIRED AUTOS BODILY INJURY - rn ,.SkCf,-C ~i/f0.t rt-' (Per accident) $ NON.OWNED AUTOS - t'd k:l. Ul'd,,.} - PROPERTY DAMAGE $ I. ,{", (Per arodent) GARAGE LIABILITY I ~,\ 1 .) L>~ AUTO ONLY. EA ACCIDENT $ q ANY AUTO ~ OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ ~ OCCUR o CLAIMS MADE AGGREGATE $ $ R DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND I WC STATU. I IOJ~- EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? E,L. DISEASE. EA EMPLOYEE $ If yes, describe under E.L. DISEASE. POLICY LIMIT $ SPECIAL PROVISIONS below OTHER ESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Monroe County BOCC and Monroe County TDC IS THE CERTIFICATE HOLDER AND ADDITIONAL INSURED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE Monroe County Board of County Commissioners EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL Monroe County TDC ~ DAYS WRITTEN NOTI THE CERTIFICATE HOLDER NAMED TO THE LEFT, C/O Risk Managment Maria Slavik IC SHALL IMPOSE NO OBLIGATION OR LIABILITY POBox 1026 I ITS AGENTS OR REPRESENTATIVES. Key West, Fl 33040 Davi ::;ORD 25 (2001/08) @ACORDCORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s), If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain pOlicies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s), DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. :ORD 25 (2001/08) Additional Coverages and Factors 09/29/2006 Line of Business Coverages for General Liability Coverage limits Oed/Ded Type Rate Premium Factor General Aggregate 2,000,000 Personal & Advertising 1,000,000 In jury Each Occurrence 1,000,000 Products/Completed Ops INCLUDED Aggregate Fire Damage 100,000 Medical Expense 5,000 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: NOVEMBER 14,2007 Division: TDC Bulk Item: Yes X No - Department: Staff Contact PersonlPhone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval of an Amendment to agreement with Key West Art & Historical Society to revise schedule of events for the production ofIn Their Own Words: The History of the Key West Lighthouse. ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: BOCC approved original agreement at their meeting of October 18, 2006 CONTRACT/AGREEMENT CHANGES: Amendment ST AFF RECOMMENDATIONS: Approval TOT AL COST: $24,434 BUDGETED: Yes X No - COST TO COUNTY: $24,434 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes--2L No AMOUNT PER MONTH_ Year - APPROVED BY: County Atty --X- OMB/Purchasing ~ Risk Management X DOCUMENT A TION: Included X Not Required_ DISPOSITION: AGENDA ITEM # Revised 11/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Key West Art & Historical Contract # - Society Effective Date: 10/18/06 Expiration Date: 1/1/08 Contract Purpose/Description: Approval of an Amendment to agreement with Key West Art & Historical Society to revise schedule of events for the production of In Their Own Words: The History of the Key West Lighthouse. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext. ) (Department/Stop #) for BOCC meeting on 11/14/07 Agenda Deadline: 10/30/07 CONTRACT COSTS Total Dollar Value of Contract: $ 24,434 Current Year Portion: $ Budgeted? Yesrgj NoD Account Codes: 115-75011-530340- T75C-335- Y-53041O / Grant: $ 115-75011-530340- T75C-335- Y-530480 County Match: $ - - - - ----- - - - - ----- ADDITIONAL COSTS Estimated Ongoing Costs: $_/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out Date In Needed ' ~wer DivisionDirector li/t~/<"7 YesDNoB 1it~~11: RiskMana~m~~ l.QJ2Dl YesDNo@/ {)W, ' ~ O.M~/Purch~sing ~lo;,'YesDNocr -==t=:. ~ County Attorney f#crr YesDNo~ S.Grimsley Comments: OMB Form Revised 2/27/01 Mep #2 <-~ ,. ~ AMENDMENT (1st AMENDMENT) TO AGREEMENT THIS AMENDMENT to agreement dated the_day of 2007, is entered into by and between the Board of County Commissioners for Monroe County, on behalf of the Tourist Development Council, and Key West Art & Historical Society. WHEREAS, there was a contract entered into on October 18, 2006 between the parties, awarding $24,434 for the production of In Their Own Words: The History of the Key West Lighthouse; and WHEREAS, it has become necessary to revise Exhibit A to reflect a change in schedule; and NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. Exhibit A of the Agreement dated October 18, 2006 shall be revised, and attached hereto. 2. The remaining provisions of the contract dated October 18, 2006 remain in full force and effect. IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. (SEAL) Board of County Commissioners Attest: Danny L. Kolhage, Clerk of Monroe County Deputy Clerk Mayor/Chairman (CORPORATE SEAL) Key West Art & Historical Society Attest: By. By Sr'",1'.1 ~.lt.., Secretary President 5h\r(el ~~oo..de s Print Name Print Name OR TWO WITNESSES (1 ) (2) (1 ) (2) Print Name Print Name Amendment # 1 Key West Art & Historical Society Contract #: 263 REVISED EXHIBIT A MONROE COUNTY TOURIST DEVELOPMENT COUNCIL CUL TURAL UMBRELLA SCHEDULE OF EVENTS FISCAL YEAR 2007 EVENT NAME :In Their Own Words, The History of the Key West Lighthouse 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. Winter Programs A FREE scholarly lecture series will include: Dr. Consuelo Stebbins, University of Central Florida, "Understanding Key West's Diverse Population in 1885." Dr. Annette Liggett "History Through Familiar Eyes: How to conduct oral history interviews with your family and where to look for information on genealogy. " Dr. Brewster Chamberlin "Key West Through the Eyes of Mario Sanchez, Life in the Early 20th Century as seen in the painted wood carvings of Key West most beloved folk artist." Spring Programs Walking tours for both adults and children, will originate at the Key West Lighthouse and to take participants through the surrounding historic neighborhoods. Topics include: The Streets of Key West (History through Street Names) Visitors will learn about the significance of street names in Key West. A brief presentation by a museum staff member, illustrated with photographs and portraits from the Keepers' Quarters exhibit, will introduce participants to early residents of early 20th Century Key West. Did you know - that Whitehead was known as Farola Street? (Farola means Lighthouse in Spanish). Before Truman St was renamed for Harry S Truman, it was known as Division Street. Looking at Yesterday and Today Visitors will explore the architectural history of Key West. First, they will tour the Keepers' Quarters museum exhibit to learn about the significant buildings and people who lived in 19th Century Key West. Then docents will lead a walking tour to specific architectural sites. Visitors will be encouraged to take photograph and fill out their "journal" (provided by the museum.) Their souvenir of Key West will help them remember the historical events and places on this island. Summer Programs Ernest Hemingway lived across the Street from the Key West Lighthouse. His children often played on the Lighthouse grounds with the Keeper's children, Claudia and William Demeritt, Jr. Their father tried to make the Lighthouse grounds a popular destination for tourists during the Depression Era. Hemingway did not appreciate the tourists visiting his house and had a tall brick wall constructed around the property. Hemingway on Stage: A one man play based on Ernest Hemingway's final years in Key West. The play will be written and performed by Brian Gordon Sinclair, renowned Canadian Hemingway scholar. The performance will be scheduled at the Tropic Cinema as part of the official week of Hemingway Days 2007. Gospel Evening Under the Stars at the Key West Lighthouse This program is presented in collaboration with the Keys Chorale. Emily Lowe will direct spiritual and gospel singers from local churches and community chorales. The singers will perform on the porch of the Keepers Quarters. Audience members will be encouraged to bring blankets and picnic dinners to enjoy on the Lighthouse lawn. Ham Radio Day at the Key West Lighthouse During the last week of July, Ham radio operators will broadcast from the Lighthouse lawn for four days demonstrating how to use their radio equipment. William Graham AG4S1 will activate USA420 to receive messages from the international Ham Radio Community. Postcards from the Key West Lighthouse will be sent to every successful radio contact, confirming QSO with the date, time, station and frequency. Florida Lighthouse Day Established by Governor Jeb Bush in 2005, this special day (September 15) at the Key West Lighthouse features free admission for all Florida residents. Costumed interpreters will take visitors on special tours with hands-on activities for all ages. FUNDING AGREEMENT THIS AGREEMENT is made and entered into by and between the Board of County Commissioners of Monroe County, Florida, a political subdivision of the state of Florida, ("County") and Key West Art and Historical Society, a Florida corporation ("Event Sponsor"). WHEREAS, the umbrella organization under contract to the County has recommended to the Monroe County T ou rist 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 $24,434 (Twenty Four Thousand, Four Hundred and Thirty Four Dollars) for promotion and related expenditures, as described in the event budget, attached hereto as Exhibit B, for production of the In Their Own Words: The History of the Key West Lighthouse between October 1, 2006 and September 30, 2007. Payment will be made only after Event Sponsor submits invoices and support documentation acceptable to the County's Finance Department. The advertising and promotion budget using County funding may be altered as to the individual line items, or components, within 10% of the amount stated for that item or component, without increasing the total dollar amount and without requiring a written amendment to this agreement. The general non-allocated section of an Umbrella event budget may be utilized for unforeseen permissible expenditures and for those budget lines that may require additional funds. Monroe County's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the County. 2. Duties of Event Sponsor: Event Sponsor shall provide promotion and related services as described in the Sponsor's application for funding, Exhibit A, attached hereto. All advertising and public relations services or supervision of advertising and public relations will be provided through the contracted agencies of the TDC and County. 3. Invoicinq: The contracted agencies of record shall receive payment of work in progress upon submission of documented invoices associated with the event. Event sponsor fully understands that funding is obtained from tourist development taxes for which the fiscal year ends September 30, 2007. Event sponsor also understands that the funding process through which this contract was made available by County requires event sponsors to submit their payment requests as quickly as possible and to finalize all such requests before the end of the fiscal year, if at all possible. In order for the tourist development taxes to be utilized most effectively for the purpose for which they were authorized, attracting and promoting tourism, the budgeting process of the County requires the event's funding to be concluded in a timely manner. In recognition that the timeliness of payment requests is of extreme importance to the funding of future advertising and promotion for the stability of the tourist-based economy, Event Sponsor agrees to submit by September 30, 2007, all invoices and support documentation as required by the County's Finance Department rules and policies. Event Sponsor shall not be reimbursed nor will Event Sponsor's vendors be paid directly for any invoices received by the County after September 30, 2007, except In Their Own Words, The History of the Key West Lighthouse Cultural Umbrella Funding FY 2007 1 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 In Their Own Words, The History of the Key West Lighthouse Cultural Umbrella Funding FY 2007 2 CA TEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 11. LOQO Requirement: All promotional literature and advertising must display the 'The Florida Keys & Key West, Monroe County Tourist Development Council, Come as You Are", logo/trade mark adopted by the TDC and County on November, 2000, (as per attached). Radio Advertising shall quote, "Brought to you by the Monroe County Tourist Development Council". No reimbursement or direct payment will be considered unless this logo/trade mark or slogan is utilized. 12. Insurance Requirements: Event Sponsor, as a pre-requisite of the Special Event governed by this agreement, shall obtain, at its own expense, insurance as specified in this section. Event Sponsor will not be permitted to commence work associated with the Event (including pre-staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the county as specified below. Event Sponsor shall maintain the required insurance throughout the entire duration of the Special Event and any extensions specified in any attached schedules. Failure to comply with this provision may result in the immediate suspension of the Event until the required insurance has been reinstated or replaced. Event Sponsor shall provide, to the County, as satisfactory evidence of the required insurance, either: * Certificate of Insurance ',f, . ~~~< or , '. 'It Certified copy of the actual insurance policy A certified copy of any or all insurance policies required by this contract shall be filed with the Clerk of the BOCC prior to the Event. All insurance policies must specify that they are not subject to cancellation, non-renewal, material change or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. Acceptance and/or approval of Event Sponsor's insurance shall not be construed as relieving Event Sponsor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies. Any deviations from these General Insurance Requirements must be requested in writing on the County form titled "Request for Waiver of Insurance Requirements" and must be approved by Monroe County Risk Management. Event Sponsor shall furnish the County with a certificate evidencing the insurance required by this paragraph not later than twenty (20) days prior to the event. Prior to commencement of work governed by this contract, Event Sponsor shall obtain General Liability Insurance. Coverage shall be maintained through out the life of the contract and include, as a minimum: * Premises Operations * Products and Completed Operations * Blanket contractual Liability * Personal Injury Liability * Expanded Definition of Property Damage The minimum limits acceptable shall be: In Their Own Words, The History of the Key West Lighthouse Cultural Umbrella Funding FY 2007 "'I .) * $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 _l ~-b"'- day of ()~ .2006. (S~L ) Board of County Commissioners Atte~!i Danny L. Kolhage, Clerk of Monroe co~ a~~ Mayor/chIman Detfuty Clerk (CORPORATE SEAL) Key West Art and Historical / Society I I . By ~~~ President ~ D ( clo-n R rOL.Jh 5 h i rre. LJS.hottd es Print Name Print Name OR TWO WITNESSES (1 ) (2) Print Name PrinM~~OE COUNTY ATTORNEY In Their Own Words, The History of the Key West Lighthouse APPROVED AS TO FORM: J->>L~ Cultural Umbrella Funding FY 2007 4 ' SU N M. GRIMS~Y A~~I~Tl1 t\IT rrH ''''TV ^TTr\n"'r-\.I EXHIBIT A ( MONROE COUNTY TOURIST DEVELOPMENT COUNCIL CULTURAL UMBRELLA SCHEDULE OF EVENTS FISCAL YEAR 2007 EVENT NAME .In The/rOwn Words, The History of the Key West 1.19hthouse 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. Winter Programs A FREE scholarly lecture series will include: Dr. Consuelo Stebbins, University of Central Florida, "Understanding Key West's Diverse Population in 1885.". (, Dr. Annette Liggett "History Through' Familiar Eyes: How to conduct oral history interviews with your family and where to look for information on ( genealogy. " Dr. Brewster Chamberlin "Key West Through the Eyes of Mario Sanchez, Life in the Early 20th Century as seen in the painted wood carvings of Key West most beloved folk artist." Spring Programs Walking tours for both adults and children, wiJ/ originate at the Key West Lighthouse and to take participants through the surrounding historic neighborhoods. Topics include: The Streets of Key West (History through Street Names) Visitors wiJ/ learn about the significance of street names in Key West. A brief presentation by a museum staff member, illustrated with photographs and portraits from the Keepers' Quarters exhibit, will introduce participants to early residents of early 20th Century Key West. Did you know - that Whitehead was known as Faro/s Street? (Faro/s means Lighthou~ in Spanish). Before Truman St was renamed for Harry S Truman, it was known as Division Street. Looking at Yesterday and Today Visitors will explore the architectural history of Key West. First, they will tour the Keepers' Quarters museum exhibit to learn about the significant buildings and people who lived in 19th Century Key West. Then docents will lead a walking tour to specific Monroe County Tourist Development Council Cultural Umbrella Application be encouraged to take photograph and fill out their "journal" (provided by the ( museum.) Their souvenir of Key West will help them remember the historical events and places on this island. Summer Programs Ernest Hemingway lived across the Street from the Key West Lighthouse. His children often played on the Lighthouse grounds with the Keeper's children, Claudia and William Demeritt, Jr. Their father tried to make the Lighthouse grounds a popular destination for tourists during the Depression Era. Hemingway did not appreciate the tourists visiting his house and had a tall brick wall constructed around the property. Hemingway on Stage: The Road to Freedom, Part V: In Deadly Ernest, a one man play based on Ernest Hemingway's final years in Key West. The play will be written and performed by Brian Gordon Sinclair, renowned Canadian Hemingway scholar. Four performances will be scheduled at the Waterfront Theater as part of the official week of Hemingway Days 2007. ,t. . 's \ Gospel Evening Under the Stars at the Key West Lighthouse 'This program is presented in collaboration with the Keys Chorale. Emily Lowe ( will direct spiritual and gospel singers from local churches and community chorales. The singers will perform on the porch of the Keepers Quarters. Audience members will be encouraged to bring blankets and picnic dinners to enjoy on the Lighthouse lawn. Ham Radio Day at the Key West Lighthouse During the last week of July, Ham radio operators will broadcast from the Lighthouse lawn for four days demonstrating how to use their radio equipment. William Graham AG4S1 will activate USA420 to receive messages from the international Ham Radio Community. Postcards from the Key West Lighthouse will be sent to every successful radio contact, confirming QSO with the date, time, station and frequency. Florida Lighthouse Day Established by Governor Jeb Bush in 2005, this special day (September 15) at the Key West Lighthouse features free admission for all Florida residents. Costumed interpreters will take visitors on special tours with hands-on activities for all ages. 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 Umbrella Application EXHIBIT B MONROE COUNTY TOUIST DEVELOPMENT COUNCIL CUL TURAL UMBRELLA EVENT FUNDS BUDGET BREAKDOWN FISCAL YEAR 2007 EVENT NAME: KWAHS - In Their Own Words MEDIA ADVERTISING $ 17,801 BROCHURES, POSTERS, PROGRAMS $ 5,943 DIRECT MAIL & POSTAGE $ - ,t. ~HOTO PROGRAM $ - , ., PUBliC RELATIONS $ - PROMOTIONAL ITEMS $ - MISCELLANEOUS* $ 690 TOTAL: $ 24,434 *MISCELLANEOUS MAY NOT EXCEED 15% OF THE ABOVE BUDGET ACTUAL EXPENDITURES MAY DEVIATE NO MORE THAN 10% FROM THIS BUDGET. THE MAXIMUM REQUEST IS $25,000.00. 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, . fUr fLORIDA KHS & KH wrST fUr nORIDA Krys & KH wrST fUr nORIDA KHS &KHwrST MONRO[ COUNTY TOURIST O[VUOPM[NT COUNCil MONRO[ COUNTY TOURIS T O[VHOPM[NT COUNCil MONRO[ COUNTY TOURIST O[VHOPM[NT COUNCil Come as you are Ij) Come as you are@ Come as you are@ fUr [LORIDA KHS & KflwrST fUr nORIDA KHS & KH wrST fUr nORIDA Krys & KH wrST MONRO[ COUNTY TOURIST O[VnOPM[NT COUNCIl MONRO[ COUNTY TOURIST O[VHOPM[NT COUNCil MONRO[ COUNTY TOURIST orvnoPM[NT COUNCil Come as you are@ Come as you are~ Come as you are@ THf [lORIDA KHS & KfY WfST THf [lORIDA KfYS &KHWfST THf nORIDA KHS & KH WfST MONRO[ COUNTY TOURIST OmWPMfNT COUNCil MONRO[ COUNTY TOURIST OmWPM[NT COUNCIL MONRO[ COUNTY TOURIST OmWPM[NT COUNCIL Come as you are@ Come as you are@ Come as you are@ TUf nORIDA KHS & KfY WfST THf [lORIDA KfYS &KHWfST THf [lORIDA KHS & K H WfST MONRO[ COUNTY TOURIST OmWPM[NT COUNCil MONRO[ COUNTY TOURIST OmWPM[NT COUNCil MONRO[ COUNTY TOURIST OmWPM[HT COUNCIL Come as you are@ Come as you arei!l Come as you are@ THf flORIDA KfYS & KfY WfST TH[ [LORIDAKm&KHwm TU[ [LORIDAKm&KHwm MONROf COUNTY TOURIST OfVfLOPMfNT COUNCIl MONROf COUNTY TOURIST O[VfLOPMfNT COUNCIl MONROf COUNTY TOURIST O[VfLOPMfNT COUNCIl Come as you are@ Come as you are@ Come as you are@ THf flORIDA KfYS & KfY WfST THf flORIDA KfYS & KfY WfST THf flORIDA KfYS & KfY WfST MONROf COUNTY TOURIST OfVfLOPMfNT COUNCil MONROf COUNTY TOURIST OfVfLOPMfNT COUNCIl MONROf COUNTY TOURIST O[VfLOPMfNT COUNCIl Come as you are@ Come as you are@ Come as you are@ THr [lORIDA KrYS & KfY wrST TUr [LORIDA KrYS & KrY wrST MONRO[ COUNTY TOURIST D[V[LQPM[NT COUNCIL MONRO[ COUNTY TOURIST D[V[LQPM[NT COUNCIL Come as you are@ Come as you are@ THr nORIDA KrYS & KrY wrST TUr [lORIDA KrYS & Kry wrST MONRO[ COUNTY TOURIST D[VnOPM[NT COUNCIL MONRO[ COUNTY TOURIST D[V[LQPM[NT COUNCIL Come as you are@ Come as you are@ MCTG-3125 New Logo Slick L01 . 1996 EditlOQ MONROE COU~TY, FLORIDA Request For Waiver of Insurance Requirements It is r~que;:sted that the insurance r~quirements. as specified in the County's Sch~dule ofInsurance R~quir~ments. be \\-aiv~d or modified on the following contract. Contractor: See Event Attachment ~.... OrEntity:~ W t& + Ar + Clnd tt.'." tv ri ULJ Soci e.~ ~.me orEvent: J n The-I r Ow n lA\orrls ' lY\ e rt STI.Jnj of 11') e ~y we~-t L-\Cj hthO\..lj-e Contract (or: Services Address o( Contractor: C/O TDC Att: Maxine Phone: 305-296-1552 Scope o(Work: Advertisine and Promotion Reason (or Waiver: Providine funds to promote event onlv.... Minimal exposure to county Policies Waiver will apply to: See Attached Signature o( Contractor: ~- Date: County Administrator Appeal: Approved :\'ot Approved Date: Board of County Commissioners Appeal: Approved :\'ot Approved ,\-feeting Date: Administration Instruction #4709.2 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: NOVEMBER 14,2007 Division: TDC Bulk Item: Yes X No Department: - Staff Contact PersonlPhone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Rescind Agreement with Key Largo Chamber of Commerce in an amount not to exceed $25,000 for the Humphrey Bogart Film Festival. ITEM BACKGROUND: Chamber has informed TDC office that the event did not take place PREVIOUS RELEV ANT BOCC ACTION: BOCC approved original agreement at their meeting of October 17, 2007 CONTRACT/AGREEMENT CHANGES: STAFF RECOMMENDATIONS: Approval TOTAL COST: $25,000 BUDGETED: Yes X No - COST TO COUNTY: $25,000 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 DOCUMENT A TION: Included X Not Required_ DISPOSITION: AGENDA ITEM # Revised 11/06 Legenaar!j KEY LARGO Chamher of Commerce 106000 Overseas Highway' Key Largo' FL . 33037. 305/451-1414 . Fax: 305/451-4726' keylargochamber,org Oct. 16, 2007 Harold Wheeler Tourist Development Council Key West, FL 33040 Dear Harold: Please rescind our Cultural Umbrella funding for 2007 for the Humphrey Bogart Festival. As I mentioned to you in an earlier e-mail, we have some contractual issues with the company that licenses the Bogart name and we need time to resolve those concerns. I understand that we must reapply for Cultural Umbrella funds for the 2008 event. Thank you for your interest and please let me know if you have any questions. Sincerely, Jackie Harder President JH/jrh Mission statement of the Key Larao Chamber of Commerce To develop and actively market a vibrant political, social and economic business environment by using the individual and collective power of its membership. ~ FUNDING AGREEMENT THIS AGREEMENT is made and entered into by and between Monroe County, Florida, a political subdivision of the state of Florida ("County"), and Key Largo Chamber of Commerce, Inc. ("Event Sponsor") on this _ day of ,2007. 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 $25,000 (Twenty Five Thousand Dollars) effective October 1, 2007 for promotion and related expenditures, as described in the event budget, attached hereto as Exhibit 8, for production of the Humphrey Bogart Film Festival in November, 2007 and Pre-promotion of the 2008 Humphrey Bogart Film Festival. 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. Invoicina: 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, 2008. 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, 2008, 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, 2008, except that for events with promotional expenditures incurred between July 1 and September 30, 2008, 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. Humphrey Bogart Film Festival Cultural Umbrella Funding FY 2008 Contract 10#: 374 1 " 5. Indemnification: Event Sponsor covenants and agrees to indemnify and hold harmless and defend Monroe County, its officers, employees and agents including the Tourist Development Council and Visit Florida Keys 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 four (4) 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 CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 11. LOQo: All promotional literature and display advertising with the exception of generic advertising must display the "Florida Keys & Key West Come As You Are" logo/trade mark (as per attached logo sample). This logo/trade mark was adopted by the TDC and County in December 2006. In-County LOQo: The logo that includes the "Monroe County Tourist Development Council" designation is to be utilized in all approved in-county print newspaper ads, magazine ads, street banners, posters and other approved signage efforts. Radio commercials should include "Brought to you by The Monroe County Tourist Development Council". To seek approval, clarification and/or logo in electronic format (eps or jpg file), contact John Underwood with Tinsley Advertising at 305-856-6060. Out of County LOQo: The out of county logo does NOT include the "Monroe County Tourist Development Council" designation and is to be utilized in all other efforts including any approved out-of-county print Humphrey Bogart Film Festival Cultural Umbrella Funding FY 2008 Contract 10#: 374 2 newspaper ads, magazine ads, television commercials, internet advertising (banners, buttons, e-mail blasts), direct mail promotions (brochures and pamphlets) and any approved promotional items including programs, T- shirts, hats, jackets, trophies and koozie cups. Radio commercials should include "Brought to you by The Monroe County Tourist Development Council". To seek approval, clarification and/or logo in electronic format (eps orjpg file), contact Emerson Fales or John Underwood at Tinsley Advertising at 305-856-6060. 12. Insurance Requirements: Event Sponsor, as a pre-requisite of the Special Event governed by this agreement, shall obtain, at its own expense, insurance as specified in this section. Event Sponsor will not be permitted to commence work associated with the Event (including pre- staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the county as specified below. Event Sponsor shall maintain the required insurance throughout the entire duration of the Special Event and any extensions specified in any attached schedules. Failure to comply with this provision may result in the immediate suspension of the Event until the required insurance has been reinstated or replaced. Event Sponsor shall provide, to the County, as satisfactory evidence of the required insurance, either: * Certificate of Insurance or * Certified copy of the actual insurance policy A certified copy of any or all insurance policies required by this contract shall be filed with the Clerk of the BOCC prior to the Event. All insurance policies must specify that they are not subject to cancellation, non-renewal, material change or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. Acceptance and/or approval of Event Sponsor's insurance shall not be construed as relieving Event Sponsor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies. Any deviations from these General Insurance Requirements must be requested in writing on the County form titled "Request for Waiver of Insurance Requirements" and must be approved by Monroe County Risk Management. Event Sponsor shall furnish the County with a certificate evidencing the insurance required by this paragraph not later than twenty (20) days prior to the event. Prior to commencement of work governed by this contract, Event Sponsor shall obtain General Liability Insurance. Coverage shall be maintained through out the life of the contract and include, as a minimum: * Premises Operations * Products and Completed Operations * Blanket contractual Liability * Personal Injury Liability * Expanded Definition of Property Damage The minimum limits acceptable shall be: * $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. Humphrey Bogart Film Festival Cultural Umbrella Funding FY 2008 Contract 10#: 374 3 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 THEREOF, the parties have executed this Agreement the day and year above written. (SEAL) Board of County Commissioners Attest: Danny L. Kolhage, Clerk of Monroe County Deputy Clerk Mayor/Chairman (CORPORATE SEAL) Key Largo Chamber of Commerce, Inc. Attest: By. By Secretary President Print Name Print Name Date: OR TWO WITNESSES (1 ) (2) Print Name Print Name Date: Date: MONROE COUNTY ATTORNEY APPROVE AS TO FORM: Humphrey Bogart Film Festival Cultural Umbrella Funding FY 2008 Contract 10#: 374 4 In-Countv loao The Florida Keys -.- MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Out-of-Countv logo The Florida Keys -.- Humphrey Bogart Film Festival Cultural Umbrella Funding FY 2008 Contract 10#: 374 5 EXHIBIT A MONROE COUNTY TOURIST DEVELOPMENT COUNCIL CUL TURAL UMBRELLA EVENT SCHEDULE OF EVENTS FISCAL YEAR 2008 Name of Event: Humphrey Bogart Film Festival November 9-11, 2007 Production of a four day Humphrey Bogart film festival Pre-promotion of the 2008 film festival . EXHIBIT B MONROE COUNTY TOURIST DEVELOPMENT COUNCIL CUL TURAL UMBRELLA EVENT BUDGET BUDGET BREAKDOWN line items listed below must be approved by the appropriate agency of record FISCAL YEAR 2008 EVENT NAME: Humphrey Bogart Festival MEDIA PLACEMENT & PRODUCTION COSTS: newspaper, radio, magazines, TV, websitellnternet advertising only $ 13,250.00 PROMOTIONAL SIGNS: posters/banners $ 1,500.00 PROMOTIONAL ITEMS: t-shlrts, hats, Jackets, koozie cups DIRECT MAIL PROMOTIONS: brochures/pamphlets/ postage & shipping $ 1,50000 PROGRAMS: $ 3,500.00 PUBLIC RELATIONS $ 1,500.00 *GENERAL NON-ALLOCATED $ 3,750.00 TOTAL: $ 25,000.00 *GENERAL NON ALLOCATED MAY NOT EXCEED 15% OF THE ABOVE BUDGET. AND CAN ONLY BE UTILIZED FOR ACCEPTABLE TDC ITEMS. ACTUAL EXPENDITURES MAY DEVIATE NO MORE THAN 10% FROM THE BUDGETED LINE ITEMS NOTED ABOVE. . 1996 Edition MONROE COUNTY, FLORIDA Request For Waiver of Insurance Requirements It is requested that the insurance requirements, as specified in the County's Schedule ofInsurance Requirements, be waived or modified on the following contract. Contmto" See Event Attachment - CUL TURAL (~ NanworEntity, ~~ ~~ C~ {, ..'~. Nam.orEvont, HIl~ {3~ !(~ -(~ Contract for: Services I 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: :;;,;.- {{ : " ~). J '>1 Signature of Contractor: ~UV-- ------~pprored~~ =_ ===NotA~rove;-============ . 'I " " I '. ( I . . I \ \ ",' ; ,'~ \ . I Risk Management: ',!" '_. "L ~ ,C . )' .<. . ., /) Date: ). , County Administrator Appeal: Approved Not Approved Date: Board of County Commissioners Appeal: Approved Not Approved Meeting Date: Administration Instruction #4709.2 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: NOVEMBER 14, 2007 Division: TDC Bulk Item: Yes X No - Department: Staff Contact PersonlPhone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval of an Agreement with Key West Botanical Garden Society, Inc. for the Phase III: Creation of a Nationally Acclaimed Aviary Eco-Tourism Attraction in an amount of $265,000, DAC I, FY 2008 Capital Resources. ITEM BACKGROUND: TDC approved same at their meeting of July 31,2007 PREVIOUS RELEVANT BOCC ACTION: CONTRACT/AGREEMENT CHANGES: New Agreement ST AFF RECOMMENDATIONS: Approval TOT AL COST: $265,000 BUDGETED: Yes X No - COST TO COUNTY: $265,000 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes ~ No AMOUNT PER MONTH - Year - APPROVED BY: County Atty ~ OMB/Purchasing ~ Risk Management X DOCUMENT A TION: Included X Not Required_ DISPOSITION: AGENDA ITEM # Revised 11/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Key West Botanical Garden Contract # TDC #: 3'7 'S - Society, Inc. Effective Date: 11/14/07 Expiration Date: 4/30/09 Contract Purpose/Description: Approval of an Agreement with Key West Botanical Garden Society, Inc. for the Phase III: Creation of a Nationally Acclaimed Aviary Eco- Tourism Attraction in an amount of $265,000, DAC 1, FY 2008 Capital Resources. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext. ) (Department/Stop #) for BOCC meeting on 11/14/07 Agenda Deadline 10/30/07 CONTRACT COSTS Total Dollar Value of Contract: $ 265,000 Current Year Portion: $ Budgeted? Yes['g] NoD Account Codes: 117-77040-530340-T87B-614-X-530340 / Grant: $ County Match: $ - - - - ----- - - - - - --- ADDITIONAL COSTS Estimated Ongoing Costs: $_/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out Date In Needed ~ Division Director /Op~: Y esO N~ . Risk Man~m~ [Q1:;V) YesO Nod ' olhjJl~:g ~ YesO NOut =r: ~. ~ ~ c.. ~ County Attorney I IS cA- YesD No S.Grimsley Comments: OMB Form Revised 2/27/01 MCP #2 Grant Award Agreement THIS AGREEMENT (Agreement) is entered into this day of , 2007 by and between MONROE COUNTY, a political subdivision of the state of Florida (County) and Key West Botanical Garden Society, Inc. a not for profit, organized and operating under the laws of the state of Florida (Grantee). WHEREAS, the third penny of Tourist Development Tax may be used to acquire, construct, extend, enlarge, remodel, repair or improve, convention centers, sports stadiums, sports arenas, coliseums, auditoriums, fishing piers, museums, zoological parks, nature centers, beach improvements and beach park facilities which are publicly owned and operated or owned and operated by not-for-profit corporations, and WHEREAS, Grantee has applied for funding for the Phase III: Creation of a Nationally Acclaimed Aviary Eco-Tourism Attraction; and WHEREAS, the Grantor and TDC have determined that it is in the best interest of the County, for purposes of promoting tourism and preserving the heritage of the community, to attract tourists, and improve the property for use as a museum and nature center open to the public; NOW, THEREFORE, in consideration of the mutual covenants and payments contained herein, the Grantee and the Grantor have entered into this Agreement on the terms and conditions as set forth below. 1. GRANT AGREEMENT PERIOD. This Agreement is for the period of November 14, 2007 through to April 30, 2009. 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: Project Management; Labor and materials for boardwalks; Labor and material for the bridges and platforms; Labor and material for digging the pond and creating berms or hills (earth moving); Purchase and installation of plants and trees; ADA compliant pathways; security and safety fencing and safety signage; visitor signage (not plant labels or labeling machine); payment of expenses related to updated documents that includes engineering, hydrology, surveys and "as Built" documents deemed necessary for any further permitting and for final Certificate of Occupancy and Inspections. All of the above mentioned work will be completed within the section outlined in Exhibit B of this contract showing TDC '08 project. Segment(s) of the work is/are more particularly described in Exhibit(s) A and B, 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 April 30, 2009 and all invoices pertaining to this project shall be Key West Botanical Garden Society FY 2008 Capital Funding Contract #: 3"~ I . submitted to the Finance Department of Monroe County no later than May 15, 2009 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 Carolann Sharkey, 5210 College Road, Key West, FL 33040 (Telephone: 305-304-3666/e-mail: sharkevfun@aol.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 Key West Botanical Garden Society FY 2008 Capital Funding Contract #: "'15" 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 $265,000 (Two Hundred and Sixty Five Thousand Dollars) for materials and services used to improve the property. Reimbursement request must show that Grantee has paid in full for materials and services relating to the segment prior to seeking the 50% (fifty percent) reimbursement from Grantor. Payment shall be 50% (fifty percent) reimbursement of the total cost of the segment, subject to the cap on expenditures for that segment as set forth in Exhibit A. Reimbursement can be sought after each segment of the Agreement is completed and signed by the Monroe County Engineering Department as outlined in 3.a. The Soard of County Commissioners and the Tourist Development Council assume no liability to fund this Agreement for an amount in excess of this award. Monroe County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the SOCC. a) Payment shall be made upon the completion of a specific segment as outlined in the Scope of Services and Exhibit A. Payment for expenditures permissible by law and County policies shall be made through reimbursement to Grantee upon presentation of Application for Payment Summary- AlA Document G702 or similar certification as required below for governmental entities and not-for-profit entities, invoices, canceled checks and other documentation necessary to support a claim for reimbursement. Payment is a 50% (fifty percent) reimbursement of the total cost of each segment of the project, subject to the cap on expenditures for that segment as set forth in Exhibit A. Reimbursement can be sought after each segment of the Agreement is completed and signed by the Monroe County Engineering Department as outlined in 3.a. Included in said documentation shall be proof that the Grantee has received the property, realty or personalty, for each segment of Agreement as outlined in Exhibit A and paid an amount equal to or greater than the amount invoiced to the Grantor. It shall be necessary for the Grantee to contact the County Engineering Division and to arrange for inspections upon the completion of each segment. The documentation needed to support the payment request shall be in the form necessary for submission and available to the County engineer at the time of inspection. All submissions for payment shall have a proposed schedule of values for segment(s) and indicate the percentage of completion of the overall project as of the submission. This document should be signed by the project architect, engineer, general contractor or project manager. Photos of the progress of the work shall also be submitted with the payment application. It shall be the responsibility of the project architect, engineer, general contractor or project manager to initiate the communication with the Monroe County Engineering Division to facilitate the inspection(s) of the segment of the project. All submissions requesting payment shall be approved in writing, and signed, by the Monroe County Engineering Division as to the completion of the segment of the project for which payment is requested. The application for payment document must be certified through a statement signed by an officer of the organization and notarized, declaring that representations in the invoice are true and factual. Grantee shall also provide partial releases of liens or certifications of Key West Botanical Garden Society FY 2008 Capital Funding Contract #: 3"'S- non-lien if applicable. Grantor shall retain 10% of any payment on work in progress until the Grantee has provided a Final Release of Lien for each vendor/Contractor for whom payment is requested. For projects exceeding $25,000 in TDC funding under this Agreement, final payment will not be made until the following documents are complete and submitted to the Grantor: AlA Document G-702 Application for Payment Summary AlA Document G-704 Certificate of Substantial Completion AlA Document G-706 Contractor's Affidavit of Debts & Claims AlA Document G-706A Contractor's Affidavit of Release of Liens AlA Document G-707 Consent of Surety to Final Payment (when applicable) Final Release of Lien or Affidavit and Partial Release of Lien For projects for which TDC funding under this Agreement is $25,000 or less, the AlA documentation is not required, but sufficient documentation must be submitted to County to provide similar assurances that the work has been completed and contractors/suppliers paid. All payment requests must be submitted no later than the completion of project of April 30,2009. Invoices received after May 15, 2009 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 seNices, 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 seNices 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. Key West Botanical Garden Society FY 2008 Capital Funding Contract #: 315" c) Grantee must submit all documentation for final payment on or before the termination date of this grant of April 30, 2009. Invoices received after May 15, 2009 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 TOC 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 SOCC. (ii) At any time that the Grantee: (a) elects to stop the project or otherwise decide not to place into service for tourist-related purposes the facility acquired, constructed, or renovated with tourist development tax funding, (b) demolishes the project facility or divests itself of ownership or possession of the real property, or (c) ceases the use of the property with a primary purpose of promoting tourism, Grantee shall, pursuant to the formula set forth hereafter, refund to the County the Tourist Development funding. This provision shall survive the termination date of all other provisions of this contract for a period of ten years. Should the demolition, transfer of ownership, or change to a non- tourist related purpose occur after the facility has been used for tourist-related purposes for at least three (3) years, the amount of refund shall be pro-rated based on a useful life often (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. Key West Botanical Garden Society FY 2008 Capital Funding Contract #: 3 '15 (iv) The Grantee is responsible for any loss, damage, or theft of, and any loss, damage or injury caused by the use of, real or personal property or equipment purchased through funding under this Agreement. 4. RECORDS AND REPORTS. The Grantee shall keep such records as are necessary to document the performance of the Agreement and expenses as incurred, and give access to these records at the request of the TDC, the County, the State of Florida or authorized agents and representatives of said government bodies. The Grantee shall also provide such access to the personal property and equipment purchased under this Agreement. It is the responsibility of the Grantee to maintain appropriate records in accordance with generally accepted accounting principles consistently applied to insure a proper accounting of all funds and expenditures. The Grantee understands that it shall be responsible for repayment of any and all audit exceptions which are identified by the Auditor General for the State of Florida, the Clerk of Court for Monroe County, the Board of County Commissioners for Monroe County, or their agents and representatives. In the event of an audit exception, the current fiscal year grant award or subsequent grant awards will be offset by the amount of the audit exception. In the event the grant is not renewed or supplemented in future years, the Grantee will be billed by the Grantor for the amount of the audit exception and shall promptly repay any audit exception. (a) Public Access. The County and Grantee shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Grantee in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Grantee. 5. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the terms of this Agreementshall 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 Key West Botanical Garden Society FY 2008 Capital Funding Contract #: :; 'j-f" Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 7. COMPLIANCE WITH LAW. In carrying out its obligations under this Agreement, the Grantee shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provisions of this Agreement, including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement and shall entitle the Grantor to terminate this Agreement immediately upon delivery of written notice of termination to the Grantee. 8. RESTRICTIONS ON AGREEMENTS ENTERED PURSUANT TO THIS AGREEMENT. The Grantee shall include in all Agreements funded under this Agreement the following terms: a) Anti-discrimination. Contractor agrees that it will not discriminate against any employees or applicants for employment or against persons for any other benefit or service under this Agreement because of their race, color, religion, sex, national origin, or physical or mental handicap where the handicap does not affect the ability of an individual to perform in a position of employment, and to abide by all federal and state laws regarding non-discrimination. b) Anti-kickback. Contractor warrants that no person has been employed or retained to solicit or secure this Agreement upon an Agreement or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of the Contractor has any interest, financially or otherwise, in contractor. For breach or violation of this warranty, the Contractor shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. Contractor acknowledges that it is aware that funding for this Agreement is available at least in part through the County and that violation of this paragraph may result in the County withdrawing funding for the Project. c) Hold harmless/indemnification. Contractor acknowledges that this Agreement is funded at least in part by the County and agrees to indemnify and hold harmless the County and any of its officers and employees from and against any and all claims, liabilities, litigation, causes of action, damages, costs, expenses (including but not limited to fees and expenses arising from any factual investigation, discovery or preparation for litigation), and the payment of any and all of the foregoing or any demands, settlements or judgments (collectively claims) arising directly or indirectly from any negligence or criminal conduct on the part of Contractor in the performance of the terms of this Agreement. The Contractor shall immediately give notice to the County of any suit, claim or action made against the Contractor that is related to the activity under this Agreement, and will cooperate with the County in the investigation arising as a result of any suit, action or claim related this Agreement. Key West Botanical Garden Society FY 2008 Capital Funding Contract #: 315 d) Insurance. Contractor agrees that it maintains in force at its own expense a liability insurance policy which will insure and indemnify the Contractor and the County from any suits, claims or actions brought by any person or persons and from all costs and expenses of litigation brought against the Contractor for such injuries to persons or damage to property occurring during the Agreement or thereafter that results from performance by Contractor of the obligations set forth in this Agreement. At all times during the term of this Agreement and for one year after acceptance of the project, Contractor shall maintain on file with the County a certificate of the insurance of the carriers showing that the aforesaid insurance policy is in effect. The following coverage's shall be provided: 1. Workers Compensation insurance as required by Florida Statutes. 2. Commercial General Liability Insurance with minimum limits of $500,000 per occurrence for bodily injury, personal injury and property damage. 3. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single limit per occurrence. The Contractor, the County and the TDC shall be named as additional insured, exempt workers compensation. The policies shall provide no less than 30 days notice of cancellation, non-renewal or reduction of coverage. At all times during the term of this Agreement and for one year after acceptance of the project, Contractor shall maintain on file with the County a certificate of insurance showing that the aforesaid insurance coverage's are in effect. e) Licensing and Permits. Contractor warrants that it shall have, prior to commencement of work under this Agreement and at all times during said work, all required licenses and permits whether federal, state, County or City. f) Right to Audit. The Contractor shall keep such records as are necessary to document the performance of the Agreement and expenses as incurred, and give access to these records at the request of the TOC, the County, the State of Florida or authorized agents and representatives of said government bodies. 9. HOLD HARMLESS/lNOEMNIFICATION. The Grantee hereby agrees to indemnify and hold harmless the BOCCrrOC and the 3406 North Roosevelt Blvd. Corporation or any of its officers and employees from and against any and all claims, liabilities, litigation, causes of action, damages, costs, expenses (including but not limited to fees and expenses arising from any factual investigation, discovery or preparation for litigation), and the payment of any and all of the foregoing or any demands, settlements or judgments arising directly or indirectly under this Agreement. The Grantee shall immediately give notice to the Grantor of any suit, claim or action made against the Grantor that is related to the activity under this Agreement, and will cooperate with the Key West Botanical Garden Society FY 2008 Capital Funding Contract #: 3.,<{" Grantor in the investigation arising as a result of any suit, action or claim related to this Agreement. (a) Non-Waiver of Immunity. Notwithstanding he provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Grantee in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. (b) Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 10. NONDISCRIMINATION. County and Grantee agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or Grantee agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681- 1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Key West Botanical Garden Society FY 2008 Capital Funding Contract #: 31f" 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. TERMINA TION. This Agreement shall terminate on September 30, 200 . Termination prior thereto shall occur whenever funds cannot be obtained or cannot be continued at a level sufficient to allow for the continuation of this Agreement pursuant to the terms herein. In the event that funds cannot be continued at a level sufficient to allow the continuation of this Agreement pursuant to the terms specified herein, this Agreement may then be terminated immediately by written notice of termination delivered in person or by mail to Grantee. The Grantor may terminate this Agreement without cause upon giving written notice of termination to Applicant. The Grantor shall not be obligated to pay for any services or goods provided by Grantee after Grantee has received written notice of termination. 13. TERMINATION FOR BREACH. The Grantor may immediately terminate this Agreement for any breach of the terms contained herein. Such termination shall take place immediately upon receipt of written notice of said termination. Any waiver of any breach of covenants herein contained to be kept and performed by Grantee shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Grantor from declaring a forfeiture for any succeeding breach either of the same conditions or of any other conditions. Failure to provide Grantor with certification of use of matching funds or matching in-kind services at or above the rate of request for reimbursement or payment is a breach of Agreement, for which the Grantor may terminate this Agreement upon giving written notification of termination. 14. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior Agreements with respect to such subject matter between the Grantee and the Grantor. 15. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. This Agreement is not subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. (a) Venue. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Key West Botanical Garden Society FY 2008 Capital Funding Contract #: '3~ Grantee agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. (b) Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Grantee agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. (c) Attorney's Fees and Costs. The County and Grantee agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. (d) Adjudication of Disputes or Disagreements. County and Grantee agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This agreement shall not be subject to arbitration. (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.1 0-1990. For breach or violation of the provision the Grantor may, at its discretion terminate this Agreement without liability and may also, at its Key West Botanical Garden Society FY 2008 Capital Funding Contract #: 3"~ 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 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. By executing this document grantee warrants that it is in compliance with this paragraph. 18. AUTHORITY: Grantee warrants that it is authorized by law to engage in the performance of the activities encompassed by the project herein described. Each of the signatories for the Grantee below certifies and warrants that the Grantee's name in this Agreement is the full name as designated in its corporate charter (if a corporation); they are empowered to act and contract for the Grantee, and this Agreement has been approved by the Board of Directors of Grantee or other appropriate authority. Key West Botanical Garden Society FY 2008 Capital Funding Contract #: . 3~5" 19. LICENSING AND PERMITS: Grantee warrants that it shall have, prior to commencement of work under this Agreement and at all times during said work, all required licenses and permits whether federal, state, County or City. 20. INSURANCE: Grantee agrees that it maintains in force at its own expense a liability insurance policy which will insure and indemnify the Grantee and the Grantor from any suits, claims or actions brought by any person or persons and from all costs and expenses of litigation brought against the Grantee for such injuries to persons or damage to property occurring during the Agreement or thereafter that results from performance by Grantee of the obligations set forth in this Agreement. At all times during the term of this Agreement and for one year after acceptance of the project, Grantee shall maintain on file with the Grantor a certificate of the insurance of the carriers showing that the aforesaid insurance policy is in effect. The following coverage's shall be provided: 1. Workers Compensation insurance as required by Florida Statutes. 2. Commercial General Liability Insurance with minimum limits of $500,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be $250,000 per Person $500,000 per occurrence $50,000 property damage. 3. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single limit per occurrence. The Grantee, the Grantor and the TOC shall be named as additional insured, except workers compensation. The policies shall provide no less than 30 days notice of cancellation, non-renewal or reduction of coverage. Grantee shall provide, to the County, as satisfactory evidence of the required insurance, including the insurance policy application and either: . Original Certificate of Insurance or . Certified copy of the actual insurance policy Or . Certificate of Insurance e-mailed from Insurance Agent/Company to County Risk Management - Telephone Maria Slavik at 295-3178 for details (Certificates can be e-mailed directly from the insurance agency to: Slavik-Maria@MonroeCounty-FL.Gov - The e-mail must state that this is a certificate for a TOC project and should be forwarded to Maxine Pacini at the TOC administrative office) An original certificate or a certified copy of any or all insurance policies required by this contract shall be filed with the Clerk of the SDCC prior to the contract Key West Botanical Garden Society FY 2008 Capital Funding Contract #: 3'15 being executed by the Clerks office. The Insurance policy must state that the Monroe County BOCC and Monroe County TOC is the Certificate Holder and additional Insured for this contract. Insurance should be mailed to: Monroe County Board of County Commissioners C/O Risk Management P.O. Box 1026 Key West, FL 33041 21. NOTICE. Any notice required or permitted under this agreement shall be in writing and had delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested to the following: For Grantee: Carolann Sharkey 5210 College Road Key West, FL 33040 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 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. Key West Botanical Garden Society FY 2008 Capital Funding Contract #: 3'1~ 24. NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Grantee agree that neither the County nor the Grantee or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 25. ATTESTATIONS. Grantee agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. 26. NO PERSONAL LIABILITY. No covenant or Agreement contained herein shall be deemed to be a covenant or Agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 27. FORCE MAJEURE. The Grantee shall not be liable for delay in performance or failure to complete the project, in whole or in part, due to the occurrence of any contingency beyond its control or the control of its contractors and subcontractors, including war or act of war whether an actual declaration thereof is made or not, act of terrorism impacting travel in the United States, insurrection, riot or civil commotion, act of public enemy, epidemic, quarantine restriction, storm, flood, drought or other act of God, or act of nature (including presence of endangered animal species which cannot be timely removed in a safe manner or any act of any governmental authority which prohibits the project from proceeding as described in the scope of services and incorporated references and which the Grantee has exercised reasonable care in the prevention thereof. However, lack of planning for normal and expected weather conditions for the time of year the project is to be executed shall not constitute an act of God excusing a delay. Any delay or failure due to the causes stated shall not constitute a breach of the Agreement; however, the BOCC shall have the right to determine if there will be any reduction to the amount of funds due to the Grantee after consideration of all relevant facts and circumstances surrounding the delay in performance or failure to complete the project within the contract period. Upon demand of TOC or BOCC, the Grantee must furnish evidence of the causes of such delay or failure. BOCC shall not pay for any goods received or services provided after the date(s) described in paragraph 1 and Scope of Services. 28. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by singing any such counterpart. Key West Botanical Garden Society FY 2008 Capital Funding Contract #: 3~~ 29. SECTION HEADINGS. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. , IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. (SEAL) Board of County Commissioners Attest: Danny L. Kolhage, Clerk of Monroe County Deputy Clerk Mayor/Chairman (CORPORATE SEAL) Key West Botanical Garden Society, Inc. Attest: By. 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PROJECT PHASING PlAN l, I ~-I i: j' Ijr,j-' j' ~Cd ,. I I ,'! , KEY WEST. FLORlOA ...~ fXHt&XT B BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: NOVEMBER 14, 2007 Division: TDC Bulk Item: Yes X No - Department: Staff Contact PersonlPhone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval of an Amendment to agreement with Islamorada Village of Islands to revise scope of services and compensation for the Hurricane Monument Renovation project. ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: BOCC approved original agreement at their meeting of March 21, 2007 CONTRACT/AGREEMENT CHANGES: Amendment ST AFF RECOMMENDATIONS: Approval TOT AL COST: $49,965 BUDGETED: Yes X No - COST TO COUNTY: $49,965 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes-1L No AMOUNT PER MONTH - Year - APPROVED BY: County Arty ~ o MB/Purchasing ---X- Risk Management X DOCUMENT A TION: Incl uded X Not Required_ DISPOSITION: AGENDA ITEM # Revised 11/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Islamorada Village of Islands Contract # TDC #: 304 - Effective Date: 3/21/07 Expiration Date: 9/30/07 Contract Purpose/Description: Approval of an Amendment to agreement with Islamorada Village of Islands to revise scope of services and compensation for the Hurricane Monument Renovation project. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext. ) (Department/Stop #) for BOCC meeting on 11/14/07 Agenda Deadline 10/30/07 CONTRACT COSTS Total Dollar Value of Contract: $ 49,965 Current Year Portion: $ Budgeted? Yesk8J NoD Account Codes: 120-70040-530340- T70I-60~-530340 Grant: $ County Match: $ - - - - ----- - - - - - --- ADDITIONAL COSTS Estimated Ongoing Costs: $_/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out ~;;; Needed Reviewer Division Director A 7. ,7 YesD No[il ~nc..// - RiskMana~em~l\t ~1J) YesDNd . . . O"\.B./Purc~sing ~. YesDNo~ ~ ~ County Attorney I~ YesDN~ S.Grimsley Comments: OMB Form Revised 2/27/01 Mep #2 Fax fro", : ::Itt~l:J~G'='~G::I .LU .L.L U, .Lit...L , r &::1 . ... ISCamorada, Yilfane Of IsCandS October 11. 2007 Monroe County Tourist Development Counci. 1201 White Street. Suite 102 Key West, FL 33040 Faxed:(305)296~788 RE: Hurricane Monument Renovatlon project- Amendment Requut Dear District IV Advisory Committee: Istamorada. Village of Islands was awarded $55.000. DAC IV. FY 2007. Capital Resources for the Hurricane Monument Renovation project ., The work plan for the renov$tion of the Hurricane Monument has had some slight changes. and we are requesting an amendment to the contract to eliminate the containment pond and a small portion of the landscaping. The cost of these items we are eliminating would be $5,035 for the TDC portion. The requested amendment would reflect both 8 change in scope of services and a change in compensation. If you have any questions or require further information, please do not hesitate to call me at (305) 852-6933 or e-mail: zully.hemeyer@islamorada.fl.us. Sincerely , ~In- ZuHy K. Hemeyer Public Works Department c: Gary Word, Village Manager Alice Filinovich, Finance Director Beverly Raddatz. Village Clerk Myles Mllander. Director Public Works and Utilities Department P.O. Box 568, Islamorada., FL 33036 305.852.6933 FAX 305.852.9523 www.islamorada.fl.us AMENDMENT (1st AMENDMENT) TO AGREEMENT THIS AMENDMENT to agreement dated the day of 2007, is entered into by and between the Board of County Commissioners for Monroe County, on behalf of the Tourist Development Council, and Islamorada Village of Islands. WHEREAS, there was a contract entered into on March 21, 2007 between the parties, awarding $55,000 for the Hurricane Monument Renovation project; and WHEREAS, it has become necessary to revise Exhibit A outlining the Scope of Services and the compensation for the project; 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. Paragraph 3 of the Agreement shall be revised to read: AMOUNT OF AGREEMENT AND PAYMENT. The Grantor shall provide an amount not to exceed $49,965 (Forty Nine Thousand and Nine Hundred and Sixty Five Dollars) for materials and services used to renovate the property. Reimbursement request must show that Grantee has paid in full for materials and services relating to the segment prior to seeking the 50% (fifty percent) reimbursement from Grantor. Payment shall be 50% (fifty percent) reimbursement of the total cost of the segment, subject to the cap on expenditures for that segment as set forth in Exhibit A. Reimbursement can be sought after each segment of the Agreement is completed and signed by the Monroe County Engineering Department as outlined in 3.a. The Board of County Commissioners and the Tourist Development 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. 3. The remaining provisions of the contract dated March 21,2007 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. Amendment # I Islamorada Hurricane Monument Contract #: 304 (SEAL) Board of County Commissioners Attest: Danny L. Kolhage, Clerk of Monroe County Deputy Clerk Mayor/Chairman (CORPORATE SEAL) Islamorada, Village of Islands Attest: ~~~ BY.~~ By Secreta President g~l7' ILf]VDtrTL -U..,..".. ~o\Z!:t&-.....~ Print Name Print Name OR TWO WITNESSES (1 ) (2) (1 ) (2) Print Name Print Name ;, APPAOVEB AS TO FOAM AND LEGALITY FOA THE USE NO BENEFIT OF ISLAMO ADA, VILLAGE OF I OS ONLY Amendment # I Islamorada Hurricane Monument Contract #: 304 <( .... - e co - c.,oE :J: o . -- c >< c: c: 0 Q) Q) w E E -+- ~ a 0):>'" 0 Q) 0 CL W c.,~ U CI) .c '- (JoE 0 - o c: > I- Q) 0 W - .- 00 - - - - - - - - - - - - - - ~ - - - - - - - - - - - - - - - - - - - - - - - - - ~ - - - - - - - - - - - - - - - - - - - - - - - - - - - ~ - - - - - - - - - -- ~ c:.~ 0- Q) .- Q. -Q. ~ -+- .!!<( 0 () Q.~ r--.. Q) E Q) > 0 0:S 0 0 <+- N ~ ~ 0) 0 >- CL &.~ Q) u... V') V1 -+- ~ 0+- C 0::::: C Q) "tJ=S 'D <D E Q)- Q) E ~ c: ..c <D Q) o Q) () > > ::::: E (/) 0 ..... 0 o Q) 0. i-.. :>...~ E - :) E aoO 0 - E <D V') 0 c: ._ <D ..... 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Grant Award A~reement THIS AGREEMENT (Agreement) is entered into this :J / ~ day of Iltt0/-, 2007 by and between MONROE COUNTY, a political subdivision of the state of Florida (County) and ISlamorada, Village of Islands a municipal corporation organized pursuant to the laws of the state of Florida. WHEREAS, the third penny of Tourist Development Tax may be used to acquire, construct, extend, enlarge, remodel, repair or improve, convention centers, sports stadiums, sports arenas, coliseums, auditoriums, fishing piers, museums, zoological parks, nature centers, beach improvements and beach park facilities which are publicly owned and operated or owned and operated by not-for-profit corporations, and WHEREAS, Grantee has applied for funding for the Hurricane Monument Renovation project; and WHEREAS, the Grantor and TDC have determined that it is in the best interest of the County, for purposes of promoting tourism and preserving the heritage of the community, to attract tourists, to renovate the property for use as an outdoor museum open to the public; NOW, THEREFORE, in consideration of the mutual covenants and payments contained herein, the Grantee and the Grantor have entered into this Agreement on the terms and conditions as set forth below. 1. GRANT AGREEMENT PERIOD. This Agreement is for the period of March 21, 2007 through to September 30, 2007. This Agreement shall remain in effect for the stated period unless one party gives to the other written notification of termination pursuant to and in compliance with paragraphs 7,12 and 13 below. 2. SCOPE OF AGREEMENT. The Grantee shall provide the following scope of services: Seament 1: Complete landscape architect plan; Tree and shrub removal and/or relocation; Hardscape installation; landscape installation. Segment(s) of the work is/are more particularly described in Exhibit(s) A, detailing the work and the cost allocable to each segment, attached hereto and incorporated herein by reference. All work for which grant funds are to be expended must be completed by the stated termination date of September 30, 2007 and all invoices pertaining to this project shall be submitted to the Finance Department of Monroe County no later than September 30, 2007 to be considered for payment. a) There shall be a project manager to acknowledge receipt of goods or work performed. This Project Manager shall be Zully Hemeyer, Is/amorada Village of Islands, P.O. Box 568, ISlamorada, FL 33036 (Tel: 305-852-6933/F ax: 305-853-1778/E-mail: zullv. hemever@islamorada.fl.us). Should there be a change in the project manager specified in the Grantee's application, a new project manager shall be designated and notice of the designation shall be provided to TDC/County. Monroe County Tourist Oevelopment Council FY 2007 Capital Project Application Hurricane Monument Project J b) If, and to the extent that, Grantee contracts for any of the work funded under this Agreement to be performed or completed, Grantee shall give notice to County of the contractual relationship, provide County with a copy of any and all contracts and shall require the contractor(s) to comply with all the terms of this contract. Should grantee contract the work and then decrease the scope of work to be performed by a contractor, Grantee shall provide County with an amended contract executed by Grantee and its contractor. (i) A Grantee which is a governmental entity shall comply with the procurement regulations and policies to which it is subject, and shall provide Grantor documentation of the procurement requirements applicable to the project and compliance therewith. (ii) A Grantee which is a not-for-profit entity shall undergo procurement processes for those parts of the project to be' contracted (not performed by the entity's employees), which shall, at a minimum, require the acquisition of two written quotes for work expected to be under $25,000 or a notarized statement as to why such written quotes were not feasible. For work expected to be $25,000 or more, a competitive bid process must be performed. County procurement policies and procedures may be used by the Grantee as a guideline. In the event that the monetary contractual process commenced prior to the effective date of this funding grant Agreement, and the guidelines above were not followed, Grantee shall submit with its reimbursement request a notarized statement which details the Grantee's procurement efforts to ensure the best service for the most economical price. Grantee shall provide Grantor detailed documentation of the procurement process used. c) Grantee shall exercise good internal controls to assure that the project as described in the funding application shall be completed on a timely basis within the proposed budget and shall provide to County any certifications, including those by the architect, engineer, contractor or an independent consultant if necessary, required to establish that materials which are purported to be applied to the project are in fact so applied. Further verification shall be required to show that equipment and other fixtures and personal property covered by this Agreement are delivered to and installed in the project site. When any permit is required by any governmental agency, copies of plans and other documents which are submitted to the applicable agency shall be submitted to the County Engineering Division to enable verification that the scope of services under this Agreement has been provided. 3. AMOUNT OF AGREEMENT AND PAYMENT. The Grantor shall provide an amount not to exceed $55,000 (Fifty Five Thousand Dollars) for materials and services used to renovate the property. Reimbursement request must show that Grantee has paid in full for materials and services relating to the segment prior to seeking the 50% (fifty percent) reimbursement from Grantor. Payment shall be 50% (fifty percent) reimbursement of the total cost of the segment, subject to the cap on expenditures for that segment as set forth in Exhibit A. Reimbursement can be sought after each segment of the Agreement is completed and signed by the Monroe County Engineering Department as outlined in 3.a. The Board of County Commissioners and the Tourist Development Monroe County Tourist Development Council FY 2007 Capital Project Application Hurricane Monument 2 Council assume no liability to fund this Agreement for an amount in excess of this award. Monroe County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the SOCC. a) Payment shall be made upon the completion of a specific segment as outlined in the Scope of Services and Exhibit A. Payment for expenditures permissible by law and County policies shall be made through reimbursement to Grantee upon presentation of Application for Payment Summary- AlA Document G702 or similar certification as required below for governmental entities and not-for-profit entities, invoices, canceled checks and other documentation necessary to support a claim for reimbursement. Payment is a 50% (fifty percent) reimbursement of the total cost of each segment of the project, subject to the cap on expenditures for that segment as set forth in Exhibit A. Reimbursement can be sought after each segment of the Agreement is completed and signed by the Monroe County Engineering Department as outlined in 3.a. Included in said documentation shall be proof that the Grantee has received the property, realty or personalty, for each segment of Agreement as outlined in Exhibit A and paid an amount equal to or greater than the amount invoiced to the Grantor. It shall be necessary for the Grantee to contact the County Engineering Division and to arrange for inspections upon the completion of each segment. The documentation needed to support the payment request shall be in the form necessary for submission and available to the County engineer at the time of inspection. All submissions for payment shall have a proposed schedule of values for segment(s) and indicate the percentage of completion of the overall project as of the submission. This document should be signed by the project architect, engineer, general contractor or project manager. Photos of the progress of the work shall also be submitted with the payment application. It shall be the responsibility of the project architect, engineer, general contractor or project manager to initiate the communication with the Monroe County Engineering Division to facilitate the inspection(s) of the segment of the project. All submissions requesting payment shall be approved in writing, and signed, by the Monroe County Engineering Division as to the completion of the segment of the project for which payment is requested. The application for payment document must be certified through a statement signed by an officer of the organization and notarized, declaring that representations in the invoice are true and factual. Grantee shall also provide partial releases of liens or certifications of non-lien if applicable. Grantor shall retain 10% of any payment on work in progress until the Grantee has provided a Final Release of Lien for each vendor/Contractor for whom payment is requested. For projects exceeding $25,000 in TDC funding under this Agreement, final payment will not be made until the following documents are complete and submitted to the Grantor: AlA Document G-702 Application for Payment Summary AlA Document G-704 Certificate of Substantial Completion AlA Document G-706 Contractor's Affidavit of Debts & Claims AlA Document G-706A Contractor's Affidavit of Release of Liens AlA Document G-707 Consent of Surety to Final Payment (when applicable) Final Release of Lien or Affidavit and Partial Release of Lien Monroe County Tourist Development Council FY 2007 Capital Project Application Hurricane Monument 3 For projects for which TDC funding under this Agreement is $25,000 or less, the AlA documentation is not required, but sufficient documentation must be submitted to County to provide similar assurances that the work has been completed and contractors/suppliers paid. All payment requests must be submitted no later than the completion of project of September 30, 2007. Invoices received after September 30, 2007 will not be considered for payment. b) Documentation shall be submitted to the TDC Administrative Office to show the receipt and application of in-kind donations of goods, professional services, and materials. Said documentation should include invoices, bills of lading, etc., and be verified as received and applied to the project through a notarized statement of the project architect, engineer, general contractor or project manager. The receipt and application to the project of volunteer labor are to be documented and verified by notarized signature of the project architect, engineer, general contractor or project manager, and said documentation submitted to the TOC 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 TOC capital project grant, Grantee shall comply thereafter with such increased requirements, or further funding under the Agreement may be terminated by County. e) Upon successful completion of this Grant Agreement, the Grantee may retain ownership of the real and personal property acquired and/or improved with funding under this Grant Agreement. However, the Grantee shall maintain, preserve and operate the property which was acquired or improved under this Agreement for the uses and purposes which qualified the Grantee for tourist development tax funding. Grantee shall complete Monroe County Tourist Development Council FY 2007 Capital Project Application Hurricane Monument 4 and sign a Property Reporting Form (provided within payment/reimbursement package) for personal property and forward said completed form with the appropriate invoice to the TDC Administrative Office. Real property acquired or improved through funding under this Agreement shall remain dedicated for the purposes set forth herein or for other purposes which promote tourism and ownership of said property shall be retained by the Grantee. The following terms shall apply: (i) The Grantee shall have the use of the property, including both realty and personalty acquired with funding under this agreement, at the project site for so long as the facility is operated by Grantee, open to the public, and has a primary purpose of promoting tourism. At such time as any of the conditions in the preceding sentence shall cease to exist, the Grantee shall transfer ownership and possession of equipment and personal property to a local government or another not-for-profit organization which is a facility for which tourist development taxes may be used pursuant to Florida Statute with prior approval from TDC and SOCC. (ii) At any time that the Grantee: (a) elects to stop the project or otherwise decide not to place into seNice 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 sUNive the termination date of all other provisions of this contract for a period of ten years. Should the demolition, transfer of ownership, or change to a non- tourist related purpose occur after the facility has been used for tourist-related purposes for at least three (3) years, the amount of refund shall be pro-rated based on a useful life of ten (10) years. (iii) The Grantee is responsible for the implementation of adequate maintenance procedures to keep the real and personal property in good operating condition. (iv) The Grantee is responsible for any loss, damage, or theft of, and any loss, damage or injury caused by the use of, real or personal property or equipment purchased through funding under this Agreement. 4. RECORDS AND REPORTS. The Grantee shall keep such records as are necessary to document the performance of the Agreement and expenses as incurred, and give access to these records at the request of the TDC, the County, the State of Florida or authorized agents and representatives of said government bodies. The Grantee shall also provide such access to the personal property and equipment purchased under this Agreement. It is the responsibility of the Grantee to maintain appropriate records in accordance with generally accepted accounting principles consistently applied to insure a proper accounting of all funds and expenditures. The Grantee understands that it shall be responsible for repayment of any and all audit exceptions which are identified by the Auditor General for the State of Florida, the Clerk of Court for Monroe County, the Soard of County Commissioners for Monroe County, or their agents and representatives. In the event of an audit exception, the current fiscal year grant award or subsequent grant awards will be offset by the amount of the audit exception. In the event the grant is not Monroe County Tourist Oevelopment Council FY 2007 Capital Project Application Hurricane Monument 5 renewed or supplemented in future years, the Grantee will be billed by the Grantor for the amount of the audit exception and shall promptly repay any audit exception. (a) Public Access. The County and Grantee shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Grantee in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Grantee. 5. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the terms of this Agreement shall be only amended in writing and approved by the Board of County Commissioners for Monroe County. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Grantee and their respective legal representatives, successors, and assigns. 6. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the Grantee is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this Agreement shall be construed as to find the Grantee or any of its employees, contractors, servants or agents to the employees of the Board of County Commissioners of Monroe County, and they shall be entitled to none of the rights, privileges or benefits of employees of Monroe County. 7. COMPLIANCE WITH LAW. In carrying out its obligations under this Agreement, the Grantee shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provisions of this Agreement, including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement and shall entitle the Grantor to terminate this Agreement immediately upon delivery of written notice of termination to the Grantee. 8. RESTRICTIONS ON AGREEMENTS ENTERED PURSUANT TO THIS AGREEMENT. The Grantee shall include in all Agreements funded under this Agreement the following terms: a) Anti-d iscrim ination. Contractor agrees that it will not discriminate against any employees or applicants for employment or against persons for any other benefit or service under this Agreement because of their race, color, religion, sex, national origin, or physical or mental handicap where the handicap does not affect the ability of an individual to perform in a position of employment, and to abide by all federal and state laws regarding non-discrimination. b) Anti-kickback. Contractor warrants that no person has been employed or retained to solicit or secure this Agreement upon an Agreement or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of the Contractor has any interest, financially or otherwise, in contractor. For breach or violation of this warranty, the Contractor shall have the right to annul this Agreement without liability or, in Monroe County Tourist Oevelopment Council FY 2007 Capital Project Application Hurricane Monument 6 its discretion, to deduct from the Agreement price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. Contractor acknowledges that it is aware that funding for this Agreement is available at least in part through the County and that violation of this paragraph may result in the County withdrawing funding for the Project. c) Hold harmless/indemnification. Contractor acknowledges that this Agreement is funded at least in part by the County and agrees to indemnify and hold harmless the County and any of its officers and employees from and against any and all claims, liabilities, litigation, causes of action, damages, costs, expenses (including but not limited to fees and expenses arising from any factual investigation, discovery or preparation for litigation), and the payment of any and all of the foregoing or any demands, settlements or judgments (collectively claims) arising directly or indirectly from any negligence or criminal conduct on the part of Contractor in the performance of the terms of this Agreement. The Contractor shall immediately give notice to the County of any suit, claim or action made against the Contractor that is related to the activity under this Agreement, and will cooperate with the Cou nty in the investigation arising as a result of any suit, action or claim related this Agreement. d) Insurance. Contractor agrees that it maintains in force at its own expense a liability insurance policy which will insure and indemnify the Contractor and the County from any suits, claims or actions brought by any person or persons and from all costs and expenses of litigation brought against the Contractor for such injuries to persons or damage to property occurring during the Agreement or thereafter that results from performance by Contractor of the obligations set forth in this Agreement. At all times during the term of this Agreement and for one year after acceptance of the project, Contractor shall maintain on file with the County a certificate of the insurance of the carriers showing that the aforesaid insurance policy is in effect. The following coverage's shall be provided: 1. Workers Compensation insurance as required by Florida Statutes. 2. Commercial General Liability Insurance with minimum limits of $500,000 per occurrence for bodily injury, personal injury and property damage. 3. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single limit per occurrence. The Contractor, the County and the TOC shall be named as additional insured, exempt workers compensation. The policies shall provide no less than 30 days notice of cancellation, non-renewal or reduction of coverage. At all times during the term of this Agreement and for one year after acceptance of the project, Contractor shall maintain on file with the County a certificate of insurance showing that the aforesaid insurance coverage's are in effect. Monroe County Tourist Oevelopment Council FY 2007 Capital Project Application Hurricane Monument 7 e) Licensing and Permits. Contractor warrants that it shall have, prior to commencement of work under this Agreement and at all times during said work, all required licenses and permits whether federal, state, County or City. f) Right to Audit. The Contractor shall keep such records as are necessary to document the performance of the Agreement and expenses as incurred, and give access to these records at the request of the TDC, the County, the State of Florida or authorized agents and representatives of said government bodies. 9. HOLD HARMLESS/INDEMNIFICATION. The Grantee hereby agrees to indemnify and hold harmless the BOCCfTDC and the 3406 North Roosevelt Blvd. Corporation or any of its officers and employees from and against any and all claims, liabilities, litigation, causes of action, damages, costs, expenses (including but not limited to fees and expenses arising from any factual investigation, discovery or preparation for litigation), and the payment of any and all of the foregoing or any demands, settlements or judgments arising directly or indirectly under this Agreement. The Grantee shall immediately give notice to the Grantor of any suit, claim or action made against the Grantor that is related to the activity under this Agreement, and will cooperate with the Grantor in the investigation arising as a result of any suit, action or claim related to this Agreement. (a) Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Grantee in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. (b) Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 10. NONDISCRIMINA TION. County and Grantee agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or Grantee agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of Monroe County Tourist Development Council FY 2007 Capital Project Application Hurricane Monument 8 handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 use s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 11. ANTI-KICKBACK. The Grantee warrants that no person has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of the County or TDC has any interest, financially or otherwise, in the said funded project, except for general membership. For breach or violation of this warranty, the Grantor shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. 12. TERMINATION. This Agreement shall terminate on September 30, 2007. Termination prior thereto shall occur whenever funds cannot be obtained or cannot be continued at a level sufficient to allow for the continuation of this Agreement pursuant to the terms herein. In the event that funds cannot be continued at a level sufficient to allow the continuation of this Agreement pursuant to the terms specified herein, this Agreement may then be terminated immediately by written notice of termination delivered in person or by mail to Grantee. The Grantor may terminate this Agreement without cause upon giving written notice of termination to Applicant. The Grantor shall not be obligated to pay for any services or goods provided by Grantee after Grantee has received written notice of termination. 13. TERMINATION FOR BREACH. The Grantor may immediately terminate this Agreement for any breach of the terms contained herein. Such termination shall take place immediately upon receipt of written notice of said termination. Any waiver of any breach of covenants herein contained to be kept and performed by Grantee shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Grantor from declaring a forfeiture for any succeeding breach either of the same conditions or of any other conditions. Failure to provide Grantor with certification of use of matching funds or matching in-kind services at or above the rate of request for reimbursement or payment is a breach of Agreement, for which the Grantor may terminate this Agreement upon giving written notification of termination. Monroe County Tourist Oevelopment Council FY 2007 Capital Project Application Hurricane Monument 9 14. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior Agreements with respect to such subject matter between the Grantee and the Grantor. 15. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. This Agreement is not subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. (a) Venue. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Grantee agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. (b) Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Grantee agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. (c) Attorney's Fees and Costs. The County and Grantee agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. (d) Adjudication of Disputes or Disagreements. County and Grantee agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This agreement shall not be subject to arbitration. Monroe County Tourist Development Council FY 2007 Capital Project Application Hurricane Monument 10 (e) Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Grantee agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Grantee specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 16. ETHICS CLAUSE: Grantee warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee in violation of Section 2 or Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of the provision the Grantor may, at its discretion terminate this Agreement without liability and may also, at its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer 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 and Grantee agree that officers and employees of the County and Grantee recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 17. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on an Agreement to provide any goods or services to a public entity, may not submit a bid on a Agreement with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, sub-contractor, or consultant under a Agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a Monroe County Tourist Oevelopment Council FY 2007 Capital Project Application Hurricane Monument 11 period of 36 months from the date of being placed on the convicted vendor list. By executing this document grantee warrants that it is in compliance with this paragraph. 18. AUTHORITY: Grantee warrants that it is authorized by law to engage in the performance of the activities encompassed by the project herein described. Each of the signatories for the Grantee below certifies and warrants that the Grantee's name in this Agreement is the full name as designated in its corporate charter (if a corporation); they are empowered to act and contract for the Grantee, and this Agreement has been approved by the Board of Directors of Grantee or other appropriate authority. 19. LICENSING AND PERMITS: Grantee warrants that it shall have, prior to commencement of work under this Agreement and at all times during said work, all required licenses and permits whether federal, state, County or City. 20. INSURANCE: Grantee agrees that it maintains in force at its own expense a liability insurance policy which will insure and indemnify the Grantee and the Grantor from any suits, claims or actions brought by any person or persons and from all costs and expenses of litigation brought against the Grantee for such injuries to persons or damage to property occurring during the Agreement or thereafter that results from performance by Grantee of the obligations set forth in this Agreement. At all times during the term of this Agreement and for one year after acceptance of the project, Grantee shall maintain on file with the Grantor a certificate of the insurance of the carriers showing that the aforesaid insurance policy is in effect. The following coverage's shall be provided: 1. Workers Compensation insurance as required by Florida Statutes. 2. Commercial General Liability Insurance with minimum limits of $500,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be $250,000 per Person $500,000 per occurrence $50,000 property damage. 3. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single limit per occurrence. The Grantee, the Grantor and the TDC shall be named as additional insured, except workers compensation. The policies shall provide no less than 30 days notice of cancellation, non-renewal or reduction of coverage. Grantee shall provide, to the County, as satisfactory evidence of the required insurance, including the insurance policy application and either: . Original Certificate of Insurance or . Certified copy of the actual insurance policy Or . Certificate of Insurance e-mailed from Insurance Agent/Company to County Risk Management - Telephone Maria Slavik at 295-3178 for details Monroe County Tourist Oevelopment Council FY 2007 Capital Project Application Hurricane Monument 12 (Certificates can be e-mailed directly from the insurance agency to: Slavik-Maria@MonroeCounty-FL.Gov - The e-mail must state that this is a certificate for a TOC project and should be forwarded to Maxine Pacini at the TOC administrative office) An original certificate or a certified copy of any or all insurance policies required by this contract shall be filed with the Clerk of the BOCC prior to the contract being executed by the Clerks office. The Insurance policy must state that the Monroe County BOCC and Monroe County TOC is the Certificate Holder and additional Insured for this contract. Insurance should be mailed to: Monroe County Board of County Commissioners C/O Risk Management P.O. Box 1026 Key West, FL 33041 21. NOTICE. Any notice required or permitted under this agreement shall be in writing and had delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested to the following: For Grantee: Zully Hemeyer Islamorada, Village of Islands P.O. Box 568 Islamorada, FL 33036 For Grantor: Lynda Stuart Monroe County Tourist Development Council 1201 White Street, Suite 102 Key West, FL 33040 and Susan Grimsley, Asst. County Attorney P.O. Box 1026 Key West, FL 33041-1026 22. CLAIMS FOR FEDERAL OR STATE AID. Contractor and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 23. NON-DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity Monroe County Tourist Oevelopment Council FY 2007 Capital Project Application Hurricane Monument 13 from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 24. NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Grantee agree that neither the County nor the Grantee or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 25. ATTESTATIONS. Grantee agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. 26. NO PERSONAL LIABILITY. No covenant or Agreement contained herein shall be deemed to be a covenant or Agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 27. FORCE MAJEURE. The Grantee shall not be liable for delay in performance or failure to complete the project, in whole or in part, due to the occurrence of any contingency beyond its control or the control of its contractors and subcontractors, including war or act of war whether an actual declaration thereof is made or not, act of terrorism impacting travel in the United States, insurrection, riot or civil commotion, act of public enemy, epidemic, quarantine restriction, storm, flood, drought or other act of God, or act of nature (including presence of endangered animal species which cannot be timely removed in a safe manner or any act of any governmental authority which prohibits the project from proceeding as described in the scope of services and incorporated references and which the Grantee has exercised reasonable care in the prevention thereof. However, lack of planning for normal and expected weather conditions for the time of year the project is to be executed shall not constitute an act of God excusing a delay. Any delay or failure due to the causes stated shall not constitute a breach of the Agreement; however, the BOCC shall have the right to determine if there will be any reduction to the amount of funds due to the Grantee after consideration of all relevant facts and circumstances surrounding the delay in performance or failure to complete the project within the contract period. Upon demand of TDC or BOCC, the Grantee must furnish evidence of the causes of such delay or failure. BOCC shall not pay for any goods received or services provided after the date(s) described in paragraph 1 and Scope of Services. Monroe County Tourist Development Council FY 2007 Capital Project Application Hurricane Monument 14 28. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by singing any such counterpart. 29. SECTION HEADINGS. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. (SEAL) Board of County Commissioners Attest: Danny L. Kolhage, Clerk of Monroe County .~ ~Jj~ G Deputy Clerk Mayor/Chairman (SEAL) Islamorada, Village of Islands ATTEST: By: 13-<"Jv ~- By: Mayor APPROVED AS TO FORM AND LEGALITY FOR THE USE AND BENEFIT OF MONROE COUNTY ATTORNEY lSLAMORADA, VlLLAGE OF APPROVED AS TO FORM: ISLANDS ONLY '+)~~(U~~'~ ~.J ~tRI\M~~~ ~zS~ ASSISTANT COUNTY ATTORNEY Dale / /. I ',. , / VILLAGE ATTORNEY Monroe County Tourist Development Council FY 2007 Capital Project Application Hurricane Monument 15 <( I I I I ..... r - E I a3 I - "'OE I J: o . I -- c X c: c: 0 I ClI ClI w E E -+- I ~ 0)>.. 0 ClI 0 CL "'~ U .c ... (JoE 0 o c: ~ ClI 0 - 0- 00 -------------------------------------------------------------------------------- c: o~ 0- Q) 0- Q, -Q, ::> -+- .!<( 0 u Q,. I"'--. Q) E ClI > 0 0 0 O~ "I- C'.l ~ (J 0) 0 >- CL Gi c: Q) LL tn it: oN V') -+- ::> +- o 0- c C ::::: 'D Q) "0"$ Q) E ClI_ Q) E ~ c: ~ Q) Q) o ClI U > > == E V') 0 ~ 0 o ClI 0- ~ >..~ E -=> E a.Q 0 - - E Q) tn 0 c: 0- ~ 'D Q) ClI ~ ~ <( C ~ E ... 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V'l BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: NOVEMBER 14,2007 Division: TDC Bulk Item: Yes X No - Department: Staff Contact PersonlPhone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval of an Agreement with Islamorada Chamber of Commerce, Inc. covering the 1 ih Annual Florida Keys Island Festival on May 3-4,2008 in an amount not to exceed $17,500, DAC IV, FY 2008 Event Resources. ITEM BACKGROUND: TDC approved same at their meeting of September 11, 2007 PREVIOUS RELEVANT BOCC ACTION: CONTRACT/AGREEMENT CHANGES: New Agreement ST AFF RECOMMENDATIONS: Approval TOT AL COST: $17,500 BUDGETED: Yes X No - COST TO COUNTY: $17,500 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes-1L No AMOUNT PER MONTH - Year - APPROVED BY: County Atty ~ OMBlPurchasing ~ Risk Management X DOCUMENT A TION: Included X Not Required_ DISPOSITION: AGENDA ITEM # Revised 11/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Islamorada Chamber of Contract # TDC #: 409 - Commerce, Inc. Effective Date: 11/14107 Expiration Date: 9/30108 Contract Purpose/Description: Aprroval of an Agreement with Islamorada Chamber of Commerce, Inc. covering the 17t Annual Florida Keys Island Festival on May 3-4, 2008 in an amount not to exceed $17,500, DAC IV, FY 2008 Event Resources. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 11 /14107 Agenda Deadline 10/30107 CONTRACT COSTS Total Dollar Value of Contract: $ 17,500 Current Year Portion: $ Budgeted? Y es~ NoD Account Codes: 115-75360-530340- T85M-486-X-530340 Grant: $ County Match: $ - - - - ----- - - - - - --- ADDITIONAL COSTS Estimated Ongoing Costs: $~yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out ~ ~eeded Division Director /fJt ',: lYesO ~oG Risk Mana~ent~'i\..illl D \ esO ~.,d -K~ O,~BJPurc as~ roll~ YesO~o~ County Attorney t$Lr+- YesD No~ S.Grimsley I (7 S 1"'1- Comments: OMB Form Revised 2/27/01 MCP #2 Destination Events AQreement THIS AGREEMENT (Agreement) is entered into this day of , 2007 by and between MONROE COUNTY, a political subdivision of the state of Florida (County) and Islamorada Chamber of Commerce, Inc. a not for profit business organized and operating under the laws of the state of Florida (Event Sponsor). WITNESSETH: in consideration of the mutual covenants contained herein, the parties agree as follows: 1. The County agrees to pay up to $17,500 (Seventeen Thousand and Five Hundred Dollars) for the 17th Annual Florida Keys Island Festival on May 3-4, 2008 from tourist development tax funds (See Exhibit A). No more than 10% of the total advertising and promotional costs paid under this agreement shall be attributable to in-county advertising and promotion. 2. Scope of Services: The event sponsor agrees to provide the County with an event as specified below: a). A two day Island Festival to include a children's activities/workshops; Taste contest; live bands/concert; Arts & craft vendors; Boat vendors b). Awards Ceremony 3. All advertising and public relations services or supervision of advertising and public relations will be provided through the contracted agencies of the Tourist Development Council (TDC) and COUNTY. The agencies of record shall receive payment for work in progress upon submission of documented invoices associated with the event. 4. Payment: Any payments directly to the event sponsor or vendors associated with said event shall be as follows: Payment upon presentation of an invoice shall indicate the task completed for which payment is sought, with proper documentation attached. Upon completion of said event, a financial statement detailing all revenue and expenses utilizing generally accepted accounting principals shall be 1 ih Annual Florida Keys Island Fest FY 2008 Contract #: 409 1 prepared, notarized and submitted by Event Sponsor. The County's contracted public relations fimn shall confirm compliance with the Scope of Services. Monroe County's periormance and obligation to pay under this contract is contingent upon an annual appropriation by the COUNTY. Only acceptable expenses listed in the Monroe County Tourist Development Council Operations Manual shall be paid. 5. Accounting: Financial records of the Sponsor pertaining to this project shall be kept according to generally recognized accounting principles and shall be available to the COUNTY or to an authorized representative for audit. 6. Modification: Line item changes to the advertising and promotion budget may be made up to but not exceeding 10% of the larger line item amount without requiring COUNTY approval of the particular change. 7. Breach and Penalties: The parties agree to full periomnance of the covenants contained in this agreement, and the COUNTY reserves the right at its discretion, provided such breach is material, to temninate this agreement for any misfeasance, malfeasance, or nonperiomnance of the agreement terms or negligent periormance of the agreement temns by the event sponsor. 8. Temnination: This Agreement will be terminated on September 30, 2008. All invoices must be submitted prior to September 30, 2008. 9. Non Occurrence of Event: If the event does not take place for any reason under control of Event Sponsor except for those reasons in paragraph 19, then Event Sponsor agrees to refund to the COUNTY any amounts already paid to them under this agreement, and relieve the COUNTY from any further payments. The 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. 10. Indemnification and Hold Harmless: The event sponsor covenants and agrees to indemnify and hold harmless and defend Monroe County, its officers, employees and agents including the Tourist Development Council and Visit Florida Keys 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 1 ih Annual Florida Keys Island Fest FY 2008 Contract #: 409 2 funding associated with this agreement, except those losses or damages caused by COUNTY or its agents. 11. 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: * Original 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 COUNTY prior to the Event. All insurance policies must specify that they are not subject to cancellation, non-renewal, material change or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. Acceptance and/or approval of event sponsor's insurance shall not be construed as relieving event sponsor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies. Any deviations from these General Insurance Requirements must be requested in writing on the County form titled "Request for Waiver of Insurance Requirements" and must be approved by Monroe County Risk Management. Event sponsor shall furnish the County with a certificate evidencing the insurance required by this paragraph not later than twenty (20) days prior to the event. Prior to commencement of work governed by this contract, event sponsor shall obtain General Liability Insurance. Coverage shall be maintained through out the life of the contract and include, as a minimum: * Premises Operations 1 ih Annual Florida Keys Island Fest FY 2008 Contract #: 409 3 * Products and Completed Operations * Blanket contractual Liability * Personal Injury Liability * Expanded Definition of Property Damage The minimum limits acceptable shall be: * $1,000,000.00 combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: * $500,000.00 per person * $1,000,000.00 per Occurrence * $100,000.00 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions 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. 12. Permits: The event sponsor will secure all required permits, licenses including but not limited to occupational licenses. 13. Taxes: The COUNTY and TDC are exempt from Federal Excise and State of Florida Sales Tax. 14. Finance Charqes: The COUNTY and TDC shall not be responsible for any finance charges. 15. Relation of COUNTYfTDC: It is the intent of the parties hereto that the event sponsor shall be legally considered as an independent Event Sponsor and that neither it nor its employees shall, under any circumstances, be considered employees, servants or agents of the COUNTY and TDC and the COUNTY 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. 16. Disclosure: The event sponsor shall be required to list any or all potential conflicts or interest, as defined by Florida Statute 112 and Monroe County Code. The event sponsor shall disclose to the COUNTY and TDC all actual or 17th Annual Florida Keys Island Fest FY 2008 Contract #: 409 4 proposed conflicts of interest, financial or otherwise, direct or indirect, involving any client's interest which may conflict with the interest of the COUNTY and TOC. 17. Assignment: The 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 COUNTY. 18. Compliance with laws - Nondiscrimination: The event sponsor, shall comply with all federal, state and local laws and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, age, or national origin in the performance of work under this Agreement. This Agreement shall be subject to all federal, state, and local laws and ordinances. 19. Force Maieure: The event sponsor shall not be liable for delay in performance or failure to perform in whole or in part, the services due to the occurrence of any contingency beyond its control or the control of any of its subcontractors or suppliers, including labor dispute, strike, labor shortage, war or act of war whether an actual declaration thereof 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 event sponsor has exercised reasonable care in the prevention or mitigation of damages and delay, any such delay or failure shall not constitute a breach of the Agreement. Upon demand of TOC or COUNTY, the event sponsor must furnish evidence of the causes of such delay or failure. COUNTY 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. 20. Governinq LawNenue: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of the agreement, the County and Sponsor agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to arbitration. 21. Security Protection: The event sponsor agrees to provide adequate security for the event. No TOC funds will be used for this purpose. 1 ih Annual Florida Keys Island Fest FY 2008 Contract #: 409 5 22. Ownership: All advertising and promotion work pertormed under the agreement and paid for by the COUNTY and TDC shall be the property of the COUNTY and TDC, for whatever use and/or disposition the COUNTY and TDC may deem appropriate. 23. Media riahts: The TDC shall have the right to broadcast, rebroadcast, use, reproduce or transmit for any purpose whatsoever, radio, television, pictures, sound, film and tape motion pictures and still photographs paid by the COUNTY and TDC under this agreement. 24. loqo: All promotional literature and display advertising with the exception of generic advertising must display the "Florida Keys & Key West Come As You Are" logo/trade mark (as per attached logo sample). This logo/trade mark was adopted by the TDC and County in December 2006. In-County Loao: The logo that includes the "Monroe County Tourist Development Council" designation is to be utilized in all approved in-county print newspaper ads, magazine ads, street banners, posters and other approved signage efforts. Radio commercials should include "Brought to you by The Monroe County Tourist Development Council". To seek approval, clarification and/or logo in electronic format (eps or jpg file), contact John Underwood with Tinsley Advertising at 305-856- 6060. Out of County Logo: The out of county logo does NOT include the "Monroe County Tourist Development Council" designation and is to be utilized in all other efforts including any approved out-of-county print newspaper ads, magazine ads, television commercials, internet advertising (banners, buttons, e-mail blasts), direct mail promotions (brochures and pamphlets) and any approved promotional items including programs, T-shirts, hats, jackets, trophies and koozie cups. Radio commercials should include "Brought to you by The Monroe County Tourist Development Council". To seek approval, clarification and/or logo in electronic format (eps orjpg file), contact John Underwood at Tinsley Advertising at 305-856-6060. 25. Severability: If any provision of this Agreement shall be held by a Court of competent jurisdiction to be invalid or unenforceable, the 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. 26. Authoritv: 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 the agreement for 1 yth Annual Florida Keys Island Fest FY 2008 Contract #: 409 6 the Sponsor and c) this Agreement has been approved by the Sponsor's Board of Directors. 27. Ethics Clause: The 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. 28. Public Entitv 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 proposal on a contract to provide any goods or services to a public entity, may not submit a proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit proposals 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 period of 36 months from the date of being placed on the convicted vendor list." 29. Notice: Any notice required or permitted under this agreement shall be in writing and had delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested to the following: For Grantee: Judy Hull PO Box 915 Islamorada, FL 33036 For Grantor: Lynda Stuart Monroe County Tourist Development Council 1201 White Street, Suite 102 Key West, FL 33040 And Susan Grimsley, Asst. County Attorney P.O. Box 1026 Key West, FL 33041-1026 1 ih Annual Florida Keys Island Fest FY 2008 Contract #: 409 7 30. Entire Aareement: The parties agree that the Agreement above oonstitutes the entire agreement between the COUNTY and event sponsor. IN WITNESS WHEREOF, the parties hereto have executed this Agreement 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) Islamorada Chamber of Commerce, Inc. Attest: By, By ~~~~.W~ Secretary President Vl'c..~' L. W <L II<-<d Print Name Print Name Date: Date: (0 - a-~ -07 OR TWO WITNESSES (1 ) (2) Print Name: Print Name: Date: Date: MONROE COUNTY ATTORNEY APPRO D AS TO FORM: 17th Annual Florida Keys Island Fest FY 2008 Contract #: 409 8 In-Countv Logo The Florida Keys -.- MONROE COUNTY TOURIST DEVELOPMENT COUNCIL Out-of-Countv Loao The Florida Keys -.- 1 yth Annual Florida Keys Island Fest FY 2008 Contract #: 409 9 EXHIBIT A MONROE COUNTY TOURIST DEVELOPMENT COUNCIL DESTINATION EVENT BUDGET BUDGET BREAKDOWN Line items listed below must be approved by the appropriate agency of record EVENT NAME: 17th Annual Florida Keys Island Fest MEDIA PLACEMENT & PRODUCTION COSTS: newspaper, radio, magazines, TV, website/internet advertising only $ 10,975.00 PROMOTIONAL SIGNS: posters/banners including design $ 1,100.00 PROMOTIONAL ITEMS: t-shirts, hats, jackets, koozie cups $ 2,800.00 DIRECT MAIL PROMOTIONS: brochures/pamphlets/ postage & shipping PROGRAMS: PUBLIC RELATIONS: *GENERAL NON-ALLOCATED $ 2,625.00 TOTAL: $ 17,500.00 *GENERAL NON ALLOCATED MAY NOT EXCEED 15% OF THE ABOVE BUDGET AND CAN ONLY BE UTILIZED FOR ACCEPTABLE TDC ITEMS AS APPROVED BY THE ADVERTISING AND PUBLIC RELATIONS AGENCY OF RECORD. ACTUAL EXPENDITURES MAY DEVIATE NO MORE THAN 10% FROM THE BUDGETED LINE NOTED ABOVE.