D. Tourist Development Council
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: DECEMBER 19, 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 Keys Association of Dive Operators (KADO) to revise
the Recommendation Committee Member name for DAC IV.
ITEM BACKGROUND:
TDC to approve same at their meeting of December 11, 2007
PREVIOUS RELEVANT BOCC ACTION:
BOCC approved original Agreement at their meeting of November 17, 2004
BOCC approved original Agreement at their meeting of August 17,2005
BOCC approved original Agreement at their meeting of September 20, 2006
BOCC approved original Agreement at their meeting of May 16, 2007
CONTRACT/AGREEMENT CHANGES:
Amendment to place new member for DAC IV
ST AFF RECOMMENDATIONS:
Approval
TOTAL COST:
$400,000
BUDGETED: Yes X No
COST TO COUNTY:
$400,000
SOURCE OF FUNDS:
TDC
REVENUE PRODUCING: Yes X No
AMOUNT PER MONTH Year
APPROVED BY: County Atty ~ OMB/Purchasing L-
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: Keys Association of Dive Contract # - TDC #:
Operators Effective Date: Wlo~
Expiration Date:
'f 0 oq
Contract Purpose/Description:
Approval of an Amendment to Agreement with Keys Association of Dive Operators
(KADO) to revise the Recommendation Committee Member name for DAC IV.
Contract Manager: Maxine Pacini 3523 TDC # 3
(Name) (Ext. ) (Department/Stop #)
for BOCC meeting on i~'14101 Agenda Deadline 1 t.Jtf-J 01
CONTRACT COSTS
Total Dollar Value of Contract: $ 400,000
Budgeted? YesC8J No D Account Codes:
Grant: $
County Match: $
Current Year Portion: $
115-75033-530340- T;75D-239-X-530480
~
ADDITIONAL COSTS
Estimated Ongoing Costs: $~yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Changes
~te n Needed
Division Director ~ ,] YesO No0; ~/
Risk Manage,.mentA I /~lol YesD N00 :
\\~ ~ \
o.~./PurM1a~g _ YesD No~
County Attorney 1~ YesD No~
Comments:
Date Out
}O J t5T
S.Grimsley
OMB Form Revised 2/27/01 MCP #2
'~--..
AMENDMENT #3 TO AGREEMENT
THIS AMENDMENT #3 to Agreement is made and entered into this _ day of
, 2007, A.D., by and between MONROE COUNTY, FLORIDA (County), and Keys
Association of Diye Operators (KADO).
WHEREAS, an Agreement was entered into on November 17, 2004 and amended
on August 17, 2005, September 20, 2006 and May 16, 2007, between the parties authorizing
KADO to oversee the TDC Dive Umbrella, an advisory committee which makes
recommendations to the TDC and BOCC concerning dive related marketing activities; and
WHEREAS, it is necessary to appoint a new TDC Dive Umbrella Recommendation
Committee member from District IV;
NOW, THEREFORE, in consideration of the mutual covenants contained herein the
parties agree as follows:
1 . Exhibit A of the Agreement entered into on November 17, 2004 and amended on
August 17, 2005, September 20, 2006 and May 16, 2007 shall be revised to name Tom
Timmerman as the KADO Recommendation Committee member for District IV. (See revised
Exhibit A-4).
2. The remaining provisions of the contract dated November 17, 2004 and Amended
on August 17, 2005, September 20, 2006 and May 16, 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.
Attest: Danny L. Kolhage,
Clerk of Monroe County
Deputy Clerk
Mayor/Chairman
(CORPORATE SEAL)
Attest:
Keys Association of Dive Operators
~
President ~
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By.
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Secretary
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Print Name
Print Name
OR TWO WITNESSES
(1)
(2)
Print Name:
Print Name:
l\mendment jJ 3: KADO
EXHIBIT A-4
DIVE UMBRELLA RECOMMENDATION COMMITTEE
The Recommendation Committee is established to recommend appropriations for Dive related
marketing activities to the TOC and SOCC.
The Recommendation Committee of KAOO, as Dive Umbrella, an advisory committee to the
Monroe County TOC and SOCC, is comprised of five (5) members, with one member
representing each of the five TOC districts throughout the Florida Keys. Each member shall be
engaged in business in the district which said member represents, such business being related
to the Dive industry. The members shall be appointed by KAOO and confirmed by the TOC and
SOCC.
As of this revised recommendation committee list approved November 21, 2007, the members
shall be:
District I
Cece Roycroft
District II
Maryanne Rockett
District III
Heidi Ferrell
District IV
Tom Timmerman
District V
Amy Slate
Upon the cessation of operations of a member's dive related business in the District for which
appointed, a member shall be immediately terminated from the Recommendation Committee
and KAOO shall appoint a replacement and process the appointment for TOC and SOCC
approval. Additionally, KAOO may request approval from TOC and SOCC for a replacement
member of the Recommendation Committee for any reason it deems appropriate.
Amendment # 3: KADO
Pacini-Maxine
From:
Sent:
To:
Subject:
Wheeler-Harold
Saturday, September 08,200711 :07 AM
Pacini-Maxine
FW: DAC 4 Replacement
FYI
Harold Wheeler
Director
Florida Keys & Key West Tourist Development Council
1201 White Street, Suite 102
Key West, FL 33040
(305) 296-1552
(305) 296-0788
-----Original Message-----
From: Bob Holston [mailto:bob@divekeywest.com]
Sent: Thursday, September 06, 2007 7:28 AM
To: 'Harold Wheeler'
Subject: DAC 4 Replacement
Hi We have picked Tom Timmerman to replace Kristi Newth on the Dive Umbrella. Please submit
Tom's name to the BOCC for approval. Thanks Bob
Bob Holston
3128 N. Roosevelt Blvd.
Key West, FL 33040
(305) 296-3823 - (800) 426-0707
Fax: (305) 296-0609
1
AMENDM~NT (3rd AMENDMENT) TO ~~REr- "eNT
/' l - -
THIS AMENDMENT to agree~ent dated theEaay of /),~, 2007, is entered into by and between the Boa,
of County Commissioners for Monroe County, on behalf of the Tourist Development Council, and Keys Associalio
of Dive Operators (KADO).
WHEREAS, there was a contract entered into on November 17, 2004 and amended on August 17. 2005 an
September 20,2006 between the parties, for KADO to oversee the TDC Dive Umbrella, an advisory committee whic'
makes recommendations to the roc and BOCC concerning dive related marketing activities, and
WHEREAS, the original agreement With KADO has an option to extend agreement for two additional yea"
beyond the expiration date of September 30, 2007;
NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the
amended agreement as follows:
1. Paragraph 3 of the contract shall read: The contract shall expire on September 30, 2009.
2. The remaining provisions of the contract dated November 17, 2004 and amended on August 17, 2005 and
September 20, 2006 remain in full force and effect.
IN WITNESSy.J,HEREOF, the parties have set their hands and seal on the day and year first above written.
\' 'it
, -tf
(SEAL) . . } }/
~~~
Deputy Clerk
Board of County Commissioners
of Monroe County
@4Z~~~
Mayor/Ch irman
-l
(CORPORATE SEAL)
Attest:
Keys Association of Dive Operators
By.
Secretary
BY~.f), ~,t_
President
~~~ ~. ~\~~
Print Name
Print Name
OR TWO WITNESSES
:1 )
1)
Print Name
(2)
(2)
Print Name
MONROE COUNTY ATTORNEY
APPROVED S TO RM:
lL'IlJI11L'1l1 Ii}
.DO
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AMENDMENT #2 TO AGREEMENT
P ..Jr THIS AMENDMENT #2 to Agreement is made and entered into this fi~ay of
~; 2006, A.D., by and between MONROE COUNTY, FLORIDA (County), and Keys
Association of Diye Operators (KADO).
WHEREAS, an Agreement was entered into on Noyember 17, 2004 and amended
on August 17, 2005, between the parties authorizing KADO to oyersee the TDC Dive Umbrella,
an advisory committee which makes recommendations to the TDC and BOCC concerning diye
related marketing actiYities; and
WHEREAS, it is necessary to appoint a new TDC Diye Umbrella Recommendation
Committee member from District III;
NOW, THEREFORE, in consideration of the mutual coyenants contained herein the
parties agree as follows:
1. Exhibit A of the Agreement entered into on Noyember 17, 2004 and amended on
August 17, 2005 shall be reyised to name Heidi Ferrell as the KADO Recommendation
Committee member for District III. (See reyised Exhibit A-3).
2. The remaining proYisions of the contract dated November 17, 2004 and Amended
on August 17,2005, remain in full force and effect.
IN WITNESS WHEREOF, the parties haye set their hands and seal on the day and year
first aboye written.
Attest: Danny l. Kolhage,
Clerk of Monroe County
JhMc. .aP-~
.....~Oeputy Cle
c\!
Mayor/Chairman
(CORPORATE SEAL)
Attest:
By.
Secretary
Keys Association of Dive Operators
B;~ '-0^~~;c~~_~_
President
~\.0 ~~~r-
Print Name
Print Name
OR TWO WITNESSES
(1 )
(2)
Print Name:
Print Name:
Amendment: KADO
MONROE COUNTY ATTORNEY
~ORM:
. ~ p-/(f--q;;
- .;,..!. ..~_~. GAIMSlEor
EXHIBIT A-3
DIVE UMBRELLA RECOMMENDATION COMMITTEE
The Recommendation Committee is established to recommend appropriations for Dive related
marketing activities to the TDC and BOCC.
The Recommendation Committee of KADO, as Dive Umbrella, an advisory committee to the
Monroe County TDC and BOCC, is comprised of five (5) members, with one member
representing each of the five TDC districts throughout the Florida Keys. Each member shall be
engaged in business in the district which said member represents, such business being related
to the Dive industry. The members shall be appointed by KADO and confirmed by the TDC and
BOCC.
As of the commencement of the contract effective October 1,2004 (Amended August 17, 2005
and September 20, 2006) the members shall be:
District I
Cece Roycroft
District "
Maryanne Rockett
District "I
Heidi Ferrell
District IV
Kristi Newth
District V
Amy Slate
Upon the cessation of operations of a member's dive related business in the District for which
appointed, a member shall be immediately terminated from the Recommendation Committee
and KADO shall appoint a replacement and process the appointment for TDC and BOCC
approval. Additionally, KADO may request approyal from TDC and BOCC for a replacement
member of the Recommendation Committee for any reason it deems appropriate.
Amendment: KADO
AMENDMENT TO AGREEMEfq
. THIS ADDENDUM to Agreement is made and entered into this l2:::.. day
of ~-l..\ ,2005, AD., by and between MONROE COUNTY, FLORIDA. (hereinafter
call Counly"), and Keys AsSOCiation of Dive Operators, (hereinaller called the
"KADO.).
WHEREAS, there was a contract entered into on November 17,2004, between
the parties for KADO to oversee the TOC Dive Umbrella, an advisory committee to
make recommendations to the TOC and BOCC concerning dive related mar1<eting
activities, and
WHEREAS, it has become necessary to place a new recommendation
committee member for District V;
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 entered into on November 17,2004 shall be
revised to name Amy Slate as the KADO Recommendation Convnittee member for
District V. (See Revised Exhibit A).
2. The remaining provisions of the contract dated November 17, 2004,
remain in full force and effect.
IN WITNESS WHEREOF, the parties have set their hands and seal on the day
and year first above written.
qf Dive Operators
(SEAL)
ATTes~ DANNYL.KOLHAGE, CLERK
BOARD OF COUNTY
COMMISSIONERS OF
MONROE COUNTY, FLORIDA
~;e; >n ~a-U
.J~L-.Q~. ~~
Deputy Clerk
Amendment: KADo
EXHIBIT A
DIVE UMBRELLA RECOMMENDATION COMMITTEE
The Recommendation Committee is established to recommend appropriations for Dive
related marketing activities to the TDC and BOCC.
The Recommendation Committee of KADO, as Dive Umbrella, an advisory committee
to the Monroe County TDC and BOCe, is comprised of five (5) members, with one
member representing each of the five TDC districts throughout the Florida Keys. Each
member shall be engaged in business in the district which said member represents,
such business being related to the Dive industry. The members shall be appointed by
KADO and confirmed by the TDC and BOCC.
I As of the commencement of the contract effective October 1, 2004 (Amended AuQust
17. 2005 (BOCCi the members shall be:
District I
Cece Roycroft
District "
Maryanne Rockett
District III
Sally Billiter
District IV
Kristi Newth
District V
Amy Slate
Upon the cessation of operations of a member's dive related business in the District for
which appointed, a member shall be immediately terminated from the Recommendation
Committee and KADO shall appoint a replacement and process the appointment for
TOC and BOee approval. Additionally, KADO may request approval from TDC and
BOCC for a replacement member of the Recommendation Committee for any reason it
deems appropriate.
Dive Umbrella
(
CONTRACT FOR DIVE UMBRELLA SERVICES
THIS AGREEMENT, made and entered into this .A...L day of /l..IJJ ,2004, A.D., by
and between MONROE COUNTY, FLORIDA, (hereinafter called County"), and Keys
Association of Dive Operators, (hereinafter called the "KADO").
WHEREAS, the County wishes to enter into this agreement with Keys Association of
Dive Operators, so that KADO will oversee the TDC Dive Umbrella, an advisory
committee to make recommendations to the TDC and SOCC concerning dive related
marketing activities,
NOW THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties agree as follows: That the parties hereto, for the consideration
hereinafter set forth, mutually agree as follow:
2. SCOPE OF THE WORK
KADO shall provide Dive Umbrella services for the County as described below:
A. The Dive Umbrella shall plan and budget recommendations with respect to Dive
related marketing activities, on behalf of Monroe County Tourist Development
Cou ncil.
S. The Dive Umbrella shall recommend to the TDC with respect to diving:
1. Media placement advertising for Florida Keys diving industry.
2. Any diving event to be sponsored by the TDC.
3. Assist with the public relations for the Florida Keys diving industry.
C. KADO while overseeing the Dive Umbrella shall represent all Florida Keys diving
industry.
D. KADO shall establish and administer policies and procedures which will distribute
on an equitable district-wide basis those monies recommended for all qualified
diving marketing activities.
E. The Dive Umbrella may solicit sponsors for programming and events to
contribute sponsorship funds toward the operating expenses for diYing events and
activities. No TDC funds will be used to cover administrative or operating costs.
F. All Dive Umbrella meetings will be open to the public and properly noticed under
the same rules as required for all governmental meetings under F.S. 286.011.
G. KADO may provide research information and contribute statistics and scientific
information for the TDC and the dive industry.
Dive Umbrella 2004
(
H. Monroe County BOCC and TDC will fund through its Advertising and Public
Relations agencies of record the costs of promotion and advertising directly to
vendors upon receipt of properly approved invoices.
I. Funding: a) The TDC/BOCC will allocate to the Dive Umbrella funding
amounts for advertising, sales, events, public relations and other promotional
activities on an annual basis during the budget and marketing plan process. Budget
funding is subject to availability of TDC funds. The recommendations of the Dive
Umbrella Committee shall be submitted to the TDC for consideration but Dive
Umbrella has no final authority to require TDC to adopt its recommendations.
J. The Dive Umbrella Composition: See Exhibit A.
KADO warrants that it is authorized by law to engage in the performance of the activities
herein described, subject to the terms and conditions set forth in these contract
documents. KADO shall at all times exercise independent, professional judgment and
shall assume professional responsibility for the services to be provided. KADO shall
provide services using the following standards, as a minimum requirement:
I. KADO shall maintain adequate staffing levels to provide the
services required under the contract.
II. The personnel shall not be employees of or have any contractual
relationship with the County. [IF APPROPRIATE: To the extent that KADO uses
subcontractors or independent contractors, this contract specifically requires that
the leyel of independence normally exercised by such subcontractors and
independent contractors be curtailed and that they be supervised by the KADO.]
III. All personnel engaged in performing services under this contract shall be
fully qualified, and, if required, to be authorized or permitted under State and
local law to perform such services.
3. TERM OF CONTRACT
The term of this contract is for three years, commencing on the 1 st day of October,
2004, and ending on the 30th day of September, 2007, with an option to extend for an
additional two (2) year period.
4. KADO'S ACCEPTANCE OF CONDITIONS
A. KADO hereby agrees to carefully examine the specifications for which KADO
shall provide services and assumes full responsibility therefore. The provisions
of the Contract shall control any inconsistent provisions contained in the
specifications. Under no circumstances, conditions, or situations shall this
contract be more strongly construed against the County than against KADO.
Dive Umbrella 2004
2
B. Any ambiguity or uncertainty in the specifications shall be interpreted and
construed by the TDC and County, and the County's decision shall be final and
binding upon all parties.
C. The passing, approval, and/or acceptance by the TDC or County of any of the
services furnished by the KADO shall not operate as a waiyer by the County of
strict compliance with the terms of this Contract, and specifications covering the
services. Failure on the part of KADO, immediately after Notice to Correct shall
entitle the County, if it sees fit, to correct the same and recover the reasonable
cost of such replacement and/or repair from KADO, who in any event shall be
jointly and severally liable to the County for all damage, and loss.
D. Expense caused to the County by reason of the Keys Association of Dive
Operator's breach of this Contract and/or his failure to comply strictly and in all
things with this Contract and with the specifications.
E. KADO has, and shall maintain throughout the term of this contract, appropriate
licenses and approvals required to conduct its business, and that it will at all
times conduct its business activities in a reputable manner. Proof of such
licenses and approvals shall be submitted to the County upon request.
5. KADO'S FINANCIAL RECORDS
KADO shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted accounting
principles consistently applied. Each party to this Agreement or their authorized
representatives shall have reasonable and timely access to such records of each other
party to this Agreement for public records purposes during the term of the Agreement
and for four years following the termination of this Agreement. If an auditor employed
by the County or Clerk determines that monies paid to KADO pursuant to this
Agreement were spent for purposes not authorized by this Agreement, KADO shall
repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running
from the date the monies were paid to KADO.
6. PUBLIC ACCESS
The County and KADO 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 KADO in conjunction with this Agreement; and the County shall have the
right to unilaterally cancel this Agreement upon violation of this provision by KADO.
7. HOLD HARMLESS
The KADO covenants and agrees to indemnify and hold harmless Monroe County
Board of County Commissioners and the TDC 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 services provided by the
Dive Umbrella 2004
3
(
KADO or any of its Subcontractor(s) in any tier, occasioned by the negligence, errors, or
other wrongful act of omission of the KADO or its Subcontractors in any tier, their
employees, or agents.
The extent of liability is in no way limited to, reduced, or lessened by the insurance
requirements contained elsewhere within this agreement.
8. INDEPENDENT CONTRACTOR
At all times and for all purposes under this agreement KADO is an independent Keys
Association of Dive Operators and not an employee of the Board of County
Commissioners of Monroe County. No statement contained in this agreement shall be
construed so as to find KADO or any of his employees, contractor's, servants, or agents
to be employees of the Board of County Commissioners of Monroe County.
9. NONDISCRIMINATION
County and KADO agree that there will be no discrimination 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 KADO 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 USCs. 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 then 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 of financing of housing; 9) The Americans with Disabilities Act of 1990
(42 USC's 1201 Note), as maybe amended from time to time, relating to
nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13, Art. VI,
prohibiting discrimination on the bases of race, color, sex, religion, disability, national
origin, ancestry, sexual orientation, gender identity or expression, familial status or age;
and 11) Any other nondiscrimination provisions in any Federal or state statutes which
may apply to the parties, to, or the subject matter of, this Agreement.
Dive Umbrella 2004
4
10. ASSIGNMENT/SUBCONTRACT
KAOO shall not assign or subcontract its obligations under this agreement, except in
writing and with the prior written approyal of the Board of County Commissioners of
Monroe County and KAOO, which approyal shall be subject to such conditions and
proYisions as the Board may deem necessary and pursuant to the recommendation of
the County Court Administratiye Judge. This paragraph shall be incorporated by
reference into any assignment or subcontract and any assignee or subcontractor shall
comply with all of the proYisions of this agreement. Unless expressly proYided for
therein, such approyal shall in no manner or eyent be deemed to impose any additional
obligation upon the board.
11. COMPLIANCE WITH LAW
In proYiding all services/goods pursuant to this agreement, KAOO shall abide by all
statutes, ordinances, rules and regulations pertaining to, or regulating the proYisions of,
such services, including those now in effect and hereinafter adopted. Any yiolation of
said statutes, ordinances, rules and regulations shall constitute a material breach of this
agreement and shall entitle the Board to terminate this contract immediately upon
deliyery of written notice of termination to KAOO. KAOO shall possess proper licenses
to perform work in accordance with these specifications throughout the term of this
contract.
12. DISCLOSURE AND CONFLICT OF INTEREST
The Keys Association of Oiye Operators represents that it, its directors, principles and
employees, presently haye no interest and shall acquire no interest, either direct or
indirect, which would conflict in any manner with the performance of services required
by this contract, as proYided in Sect. 112.311, et. seq., Florida Statutes. 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.
Upon execution of this contract, and thereafter as changes may require, KAOO shall
notify the County of any financial interest it may haye in any and all programs in Monroe
County which KAOO sponsors, endorses, recommends, supervises, or requires for
counseling, assistance, eyaluation, or treatment. This proYision shall apply whether or
not such program is required by statute, as a condition of probation, or is proyided on a
voluntary basis.
The County and KAOO 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,
Dive Umbrella 2004
5
(
(
company, corporation, indiYidual, 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 proYision, KADO agrees that the County shall haye the right to terminate
this Agreement without liability and, at its discretion, to offset from monies owed, or
otherwise recoyer, the full amount of such fee, commission, percentage, gift, or
consideration.
13. ARREARS
KADO shall not pledge the County's credit or make it a guarantor of payment or surety
for any contract, debt, obligation, judgment, lien, or any form of indebtedness. KADO
further warrants and represents that it has no obligation or indebtedness that would
impair its ability to fulfill the terms of this contract.
14. NOTICE REQUIREMENT
Any notice required or permitted under this agreement shall be in writing and hand
deliyered or mailed, postage prepaid, to the other party by certified mail, returned
receipt requested, to the fOllowing:
FOR COUNTY:
Suzanne Hutton, Assistant County Attorney
PO Box 1026
Key West, FI. 33041-1026
FOR KADO:
Mr. Bob Holston
3128 North Rooseyelt BIYd
Key West, FL 33040
FOR TDC:
Harold Wheeler
1201 White Street, Suite 102
Key West, FL 33040
15. TAXES
The County is exempt from payment of Florida State Sales and Use taxes. KADO
shall not be exempted by yirtue of the County's exemption from paying sales tax to
its suppliers for materials used to fulfill its obligations under this contract, nor is
KADO authorized to use the County's Tax Exemption Number in securing such
materials. KADO shall be responsible for any and all taxes, or payments of
withholding, related to services rendered under this agreement.
Dive Umbrella 2004
6
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,
16. TERMINATION
A. The County may terminate this contract for cause with seyen (7) days notice to
KAOO. Cause shall constitute a breach of the obligations of KAOO to perform
the services enumerated as KAOO obligations under this contract.
B. Either of the parties hereto may terminate this contract without cause by giYing
the other party sixty (60) days written notice of its intention to do so.
17. GOVERNING LAW. VENUE. INTERPRETATION, COSTS. AND FEES
A. This Agreement shall be goyerned 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.
B. In the eyent that any cause of action or administratiye proceeding is instituted for
the enforcement or interpretation of this Agreement, the County and KAOO agree
that yenue will lie in the appropriate court or before the appropriate administratiye
body in Monroe County, Florida.
C. The County and KAOO agree that, in the eyent of conflicting interpretations of
the terms or a term of this Agreement by or between any of them the issue shall be
submitted to mediation prior to the institution of any other administratiye or legal
proceeding.
O. Seyerability. If any term, coyenant, condition or proYision of this Agreement (or
the application thereof to any circumstance or person) shall be declared inyalid or
unenforceable to any extent by a court of competent jurisdiction, the remaining
terms, coyenants, conditions and proYisions of this Agreement, shall not be
affected thereby; and each remaining term, coyenant, condition and proYision of
this Agreement shall be yalid and shall be enforceable to the fullest extent
permitted by law unless the enforcement of the remaining terms, coyenants,
conditions and proYisions of this Agreement would preyent the accomplishment of
the original intent of this Agreement. The County and KAOO agree to reform the
Agreement to replace any stricken proYision with a yalid proYision that comes as
close as possible to the intent of the stricken proyision.
E. Attorney's Fees and Costs. The County and KAOO agree that in the eyent any
cause of action or administratiye proceeding is initiated or defended by any party
relatiye to the enforcement or interpretation of this Agreement, the preyailing party
shall be entitled to reasonable attorney's fees, court costs, inyestigatiye, and out-of-
pOCket expenses, as an award against the non-preyailing party, and shall include
attorney's fees, courts costs, investigatiye, and out-of-pocket expenses in appellate
proceedings. Mediation proceedings initiated and conducted pursuant to this
Agreement shall be in accordance with the Florida Rules of Ciyil Procedure and
usual and customary procedures required by the circuit court of Monroe County.
Dive Umbrella 2004
7
F. Adjudication of Disputes or Disagreements. County and KADO 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.
G. 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 KADO 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 KADO specifically agree that no party to this
Agreement shall be required to enter into any arbitration proceedings related to this
Agreement.
18. BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall bind and inure
to the benefit of the County and KADO and their respective legal representatives,
successors, and assigns.
19. AUTHORITY
Each party represents and warrants to the other that the execution, delivery and
performance of this Agreement have been duly authorized by all necessary County and
corporate action, as required by law.
20. CLAIMS FOR FEDERAL OR STATE AID
KADO 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.
21. PRIVILEGES AND IMMUNITIES
All of the priYileges 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.
Dive Umbrella 2004
8
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22. LEGAL OBLIGATIONS AND RESPONSIBILITIES
Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended
to, nor shall it be construed as, relieving any participating entity from any obligation or
responsibility imposed upon the entity by law except to the extent of actual and timely
performance thereof by any participating entity, in which case the performance may be
offered in satisfaction of the obligation or responsibility. Further, this Agreement is not
intended to, nor shall it be construed as, authorizing the delegation of the constitutional
or statutory duties of the County, except to the extent permitted by the Florida
constitution, state statute, and case law.
23. 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
KADO agree that neither the County nor the KADO 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.
24. ATTESTATIONS
KADO 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.
25. 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.
26. 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.
Dive Umbrella 2004
9
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27. 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 executed this Agreement on the
day and date first written above in four (4) counterparts, each of which shall, without
proof or accounting for the other counterparts, be deemed an original contract.
(SEAL)
Attest:
DANNY l. KOlHAGE, Clerk
Monroe County Board of County
Commissioners
G~
,/ Clerk II.I7.<>i
-<4Jd >n ~
Mayor/Chairman
(SEAL)
Attest:
Keys Association of Dive ~tors
! \
B~;\( ~"J,--,-)c\.~_
President
Dive Umbrella 2004
10
('
EXHIBIT A
DIVE UMBRELLA RECOMMENDATION COMMITTEE
The Recommendation Committee is established to recommend appropriations for Dive
related marketing activities to the TDC and BOCC.
The Recommendation Committee of KADO, as Dive Umbrella, an advisory committee
to the Monroe County TDC and BOCC, is comprised of five (5) members, with one
member representing each of the five TDC districts throughout the Florida Keys. Each
member shall be engaged in business in the district which said member represents,
such business being related to the Dive industry. The members shall be appointed by
KADO and confirmed by the TDC and BOCC.
As of the commencement of the contract effective October 1, 2004 the members shall
be:
District I
Cece Roycroft
District II
Maryanne Rockett
District III
Sally Billiter
District IV
Kristi Newth
District V
Joe Dowda
Upon the cessation of operations of a member's dive related business in the District for
which appointed, a member shall be immediately terminated from the Recommendation
Committee and KADO shall appoint a replacement and process the appointment for
TDC and BOCC approval. Additionally, KADO may request approval from TDC and
BOCC for a replacement member of the Recommendation Committee for any reason it
deems appropriate.
Dive Umbrella 2004
11
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: DECEMBER 19,2007
Division:
TDC
Bulk Item: Yes X No
Department:
Staff Contact Person/Phone #: Maxine Pacini
296-1552
AGENDA ITEM WORDING:
Approval of an Agreement with Islamorada Village of Islands covering beach cleaning and
maintenance in an amount not to exceed $28,149, DAC IV, FY 2008 Capital Resources.
ITEM BACKGROUND:
TDC to approve same at their meeting of December 11, 2007
PREVIOUS RELEVANT BOCC ACTION:
CONTRACT/AGREEMENT CHANGES:
New Contract
STAFF RECOMMENDATIONS:
Approval
TOT AL COST:
$28,149
BUDGETED: Yes X No
COST TO COUNTY:
$28,149
SOURCE OF FUNDS:
TDC
REVENUE PRODUCING: Yes X No
AMOUNT PER MONTH Year
APPROVED BY: County Atty ~ OMB/Purchasing ~
Risk Management X
DOCUMENTATION:
Included X
Not Required_
DISPOSITION:
AGENDA ITEM #
Revised 11/06
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: lslamorada Village ofIslands Contract # TDC #: 428
-
Effective Date: 1011/07
Expiration Date: 9/30/08
Contract PurposelDescription:
Approval of an Agreement with Islamorada Village of Islands covering beach cleaning
and maintenance in an amount not to exceed $28,149, DAC IV, FY 2008 Capital
Resources.
Contract Manager: Maxine Pacini 3523 TDC # 3
(Name) (Ext. ) (Department/Stop #)
for BOCC meeting on ~ 11../11/"7 Agenda Deadline t Z./c.JflT
CONTRACT COSTS
Total Dollar Value of Contract: $ 28,149
Budgeted? Yes[g] No D Account Codes:
Grant: $
County Match: $
Current Year Portion: $
120-70040-530340- T80I-625X-530340 /
ADDITIONAL COSTS
Estimated Ongoing Costs: $_/yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Division Director
Date In
1_7
lo/(O -0 7YesD Nol\2f
//)/YJ ~v~:ver
l~~
~1\.~
~7 YeSDN00~~/
'~O?r Y esD No~ S.Grimsley
Changes
Needed
YesD Nola
Date Out
Risk Mana~ment
GV ~ };/'
O.M.B./Purc~sing
County Attorney
Comments:
OMB Form Revised 2/27/01 Mep #2
(
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Inter-local Aareement With The Islamorada Villaae of Islands
THIS AGREEMENT (Agreement) is entered into this day of
, 2007 by and between MONROE COUNTY, a political subdivision of the
state of Florida (County) and Islamorada Village of Islands a Government agency
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 Beach Maintenance
Services; 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 maintain the property for use as a beach which is open to the public;
NOW, THEREFORE, in consideration of the mutual covenants and
payments contained herein, the Grantee and the Grantor have entered into this
Agreement on the terms and conditions as set forth below.
1. GRANT AGREEMENT PERIOD. This Agreement is for the period of October 1,
2007 through to September 30, 200S. This Agreement shall remain in effect for the
stated period unless one party gives to the other written notification of termination
pursuant to and in compliance with paragraphs 7,12 and 13 below.
2. SCOPE OF AGREEMENT. The Grantee shall provide such services and
materials as are necessary for Cleaning and Maintenance as described in Exhibit A of
this agreement at Sea Oats Beach; MM SO Recreational Picnic Rest Area; Lignumvitae
Key Fill Indian Key Fill; Tea Table Relief Fill; Library Beach and Anne's Beach. The
Grantee may fulfill this obligation through use of its own employees and/or by
contracting with an independent contractor.
a) There shall be a project manager to acknowledge receipt of goods or work
performed. This Project Manager shall be Zully Hemeyer, Public Works & Utilities
Director, Islamorada, Village of Islands, P.O. Box 56S, Islamorada, FL 33036
(Telephone : 305-S52-6933/F ax: 305-S52-9523/E-mail: zully. hemeyer@islamorada. fl. us).
Should there be a change in the project manager, 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
Islamorada Village of Islands Beach Cleaning FY 2008
Contract #: 428
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.
Grantee is a governmental entity which 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.
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 reported 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 the
amount of $28,149 effective October 1, 2007 to pay for cleaning and maintenance as
described in Exhibit A. Payment for cleaning and maintenance shall be made in three
installments of $7,037 (Seven Thousand and Thirty Seven dollars) and one installment
of $7,038 (Seven Thousand and Thirty Eight Dollars) on a quarterly basis, in arrears.
Payment will be made directly to the Grantee. The Grantee shall, commencing
October 1, 2007, provide a quarterly invoice on the 1 st day of each quarter to the
Grantor's administrative office for the Tourist Development Council, with documentation
showing the work which was performed during the preceding quarter, and payment shall
be made in accordance with the Florida Prompt Payment Act. Grantee shall submit
original copy of paid invoice, copy of cleared check paying for services, and a signed
letter stating that the contractor has complied with the scope of services as outlined in
paragraph 2. of this Agreement. Documentation shall include a notarized statement
signed by the project manager as to the completion of the services for which Grantee is
invoicing the County. Payment for the fiscal year outlined in paragraph 1 of this
agreement, ending September 30, 2008, shall not exceed $28,149, and no payment
shall be made for any documentation and invoice received after the close of the fiscal
year of September 30,2008.
Should this agreement be terminated pursuant to Section 13, The Grantor will not be
obligated to pay for any services provided by the Grantee after the effective termination
date for which Grantee has received written notice,
Islamorada Village ofIslands Beach Cleaning FY 2008
Contract #: 428
2
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(
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.
4. RECORDS AND REPORTS. The Grantee shall keep such records as are
necessary to document the performance of the Agreement and expenses as incurred,
and give access to these records at the request of the TDC, the County, the State of
Florida or authorized agents and representatives of said government bodies. The
Grantee shall also provide such access to the personal property and equipment
purchased under this Agreement. It is the responsibility of the Grantee to maintain
appropriate records in accordance with generally accepted accounting principles
consistently applied to insure a proper accounting of all funds and expenditures. The
Grantee understands that it shall be responsible for repayment of any and all audit
exceptions which are identified by the Auditor General for the State of Florida, the Clerk
of Court for Monroe County, the Board of County Commissioners for Monroe County, or
their agents and representatives. In the event of an audit exception, the current fiscal
year grant award or subsequent grant awards will be offset by the amount of the audit
exception. In the event the grant is not renewed or supplemented in future years, the
Grantee will be billed by the Grantor for the amount of the audit exception and shall
promptly repay any audit exception.
(a) Public Access. The County and Grantee shall allow and permit reasonable access
to, and inspection of, all documents, papers, letters or other materials in its possession
or under its control subject to the provisions of Chapter 119, Florida Statutes, and made
or received by the County and Grantee in conjunction with this Agreement; and the
County shall have the right to unilaterally cancel this Agreement upon violation of this
provision by Grantee.
5. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the terms of
this Agreement shall be only amended in writing and approved by the Board of County
Commissioners for Monroe County. The terms, covenants, conditions, and provisions
of this Agreement shall bind and inure to the benefit of the County and Grantee and
their respective legal representatives, successors, and assigns.
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
Islamorada Village of Islands Beach Cleaning FY 2008
Contract #: 428
3
employee of Monroe County shall be liable personally on this Agreement or be subject
to any personal liability or accountability by reason of the execution of this Agreement.
7. COMPLIANCE WITH LAW. In carrying out its obligations under this Agreement, the
Grantee shall abide by all statutes, ordinances, rules and regulations pertaining to or
regulating the provisions of this Agreement, including those now in effect and hereafter
adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute
a material breach of this Agreement and shall entitle the Grantor to terminate this
Agreement immediately upon delivery of written notice of termination to the Grantee.
8. RESTRICTIONS ON AGREEMENTS ENTERED PURSUANT TO THIS
AGREEMENT. The Grantee shall include in all Agreements funded under this
Agreement the following terms:
a) Anti-discrimination. Contractor agrees that they will not discriminate against any
employees or applicants for employment or against persons for any other benefit or
service under this Agreement because of their race, color, religion, sex, national origin,
or physical or mental handicap where the handicap does not affect the ability of an
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
Islamorada Village of Islands Beach Cleaning FY 2008
Contract #: 428
4
(
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
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 Contractor, the County 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.
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/INDEMNIFICATION. The Grantee hereby agrees to indemnify
and hold harmless the COUNTY/TOC 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.
Islamorada Village of Islands Beach Cleaning FY 2008
Contract #: 428
5
(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 and 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
Islamorada Village of Islands Beach Cleaning FY 2008
Contract #: 428
6
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, 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. TERMINATION FOR BREACH. The Grantor may immediately terminate this
Agreement for any breach of the terms contained herein. Such termination shall take
place immediately upon receipt of written notice of said termination. Any waiver of any
breach of covenants herein contained to be kept and performed by Grantee shall not be
deemed or considered as a continuing waiver and shall not operate to bar or prevent
the Grantor from declaring a forfeiture for any succeeding breach either of the same
conditions or of any other conditions. Failure to provide Grantor with certification of use
of matching funds or matching in-kind services at or above the rate of request for
reimbursement or payment by is a breach of Agreement, for which the Grantor may
terminate this Agreement upon giving written notification of termination.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement of the
parties hereto with respect to the subject matter hereof and supersedes any and all prior
Agreements with respect to such subject matter between the Grantee and the Grantor.
15. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES.
This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida applicable to contracts made and to be performed entirely in the State.
(a) Venue. In the event that any cause of action or administrative proceeding is
instituted for the enforcement or interpretation of this Agreement, the County and
Grantee agree that venue will lie in the appropriate court or before the appropriate
administrative body in Monroe County, Florida.
(b) Mediation. The County and Grantee agree that, in the event of conflicting
interpretations of the terms or a term of this Agreement by or between any of them the
issue shall be submitted to mediation prior to the institution of any other administrative
or legal proceeding.
(c) Severability. If any 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,
Islamorada Village of Islands Beach Cleaning FY 2008
Contract #; 428
7
(
covenants, conditions and provisions of this Agreement, shall not be affected thereby;
and each remaining term, covenant, condition and provision of this Agreement shall be
valid and shall be enforceable to the fullest extent permitted by law unless the
enforcement of the remaining terms, covenants, conditions and provisions of this
Agreement would prevent the accomplishment of the original intent of this Agreement.
The County and Grantee agree to reform the Agreement to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the
stricken provision.
(d) Attorney's Fees and Costs. The County and Grantee agree that in the event any
cause of action or administrative proceeding is initiated or defended by any party
relative to the enforcement or interpretation of this Agreement, the prevailing party shall
be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket
expenses, as an award against the non-prevailing party, and shall include attorney's
fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings.
Mediation proceedings initiated and conducted pursuant to this Agreement shall be in
accordance with the Florida Rules of Civil Procedure and usual and customary
procedures required by the circuit court of Monroe County.
(e) Adjudication of Disputes or Disagreements. County and Grantee agree that all
disputes and disagreements shall be attempted to be resolved by meet and confer
sessions between representatives of each of the parties. If no resolution can be agreed
upon within 30 days after the first meet and confer session, the issue or issues shall be
discussed at a public meeting of the Board of County Commissioners. If the issue or
issues are still not resolved to the satisfaction of the parties, then any party shall have
the right to seek such relief or remedy as may be provided by this Agreement or by
Florida law.
(f) Cooperation. In the event any administrative or legal proceeding is instituted
against either party relating to the formation, execution, performance, or breach of this
Agreement, County and Grantee agree to participate, to the extent required by the other
party, in all proceedings, hearings, processes, meetings, and other activities related to
the substance of this Agreement or provision of the services under this Agreement.
County and Grantee specifically agree that no party to this Agreement shall be required
to enter into any arbitration proceedings related to this Agreement.
16. ETHICS CLAUSE: Grantee warrants that he has not employed, retained or
otherwise had act on his behalf any former County 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
Islamorada Village of Islands Beach Cleaning FY 2008
Contract #: 428
8
(
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.
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
Islamorada Village of Islands Beach Cleaning FY 2008
Contract #: 428
9
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)
An original certificate or a certified copy of any or all insurance policies required by this
contract shall be filed with the Clerk of the BOCC prior to the contract being executed by
the Clerks office. The Insurance policy must state that the Monroe County BOCC and
Monroe County TDC is the Certificate Holder and additional Insured for this contract.
Insurance should be mailed to:
Monroe County Board of County Commissioners
C/O Risk Management
P.O. Box 1026
Key West, FL 33041
21. NOTICE. Any written notice to be given to either party under this Agreement or
related hereto shall be addressed and delivered as follows:
Islamorada Village of Islands Beach Cleaning FY 2008
Contract #: 428
10
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, 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
Islamorada Village ofIslands Beach Cleaning FY 2008
Contract #: 428
II
(
(
(
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 selVices 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 selVices provided after the date(s) described in
paragraph 1 and Scope of SelVices.
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)
ATTEST: DANNY L. KOLHAGE, CLERK
BOARD OF COUNTY
COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By:
By:
Mayor/Chairman
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Deputy Clerk
Islamorada Village ofIslands Beach Cleaning FY 2008
Contract #: 428
12
(CORPORATE SEAL)
Attest:
By. ~~ '12~~ By
Bevel" l~ ~ Ab,0d1T2..
Print Name
Date:
OR TWO WITNESSES
(1 )
(1 )
Print Name
Date:
Tslamorada Village of Tslands Beach Cleaning FY 2008
Contract #: 428
13
Islamorada Village of Islands
~-;~~.
Mayor
~
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Print Name
Date:
l e,) / ( c.../ 0'1
(2)
(2)
Print Name
Date:
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IJ,PPR()VE~ AS TO FORM
AND LEGALITY FOR THE
USE AND BENEFIT OF
ISLAMORADA, VILLAGE OF
I SLANDS ONLY
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EXHIBIT A
Property name Type of Work
1. Sea Oats Beach - Manual garbage/trash/litter collection, replace
garbage can liners
- Plaque maintenance
2. MM 80 - Manual garbage/trash/litter collection, replace
Recreational Picnic garbage can liners
Rest Area - Picnic table maintenance
- Landscape Maintenance
3. Lignumvitae Key - Manual garbage/trash/litter collection, replace
Fill garbage can liners
- Plaque maintenance
- Landscape Maintenance
4. Indian Key Fill - Manual garbage/trash/litter collection, replace
garbage can liners
- Plaque maintenance
- Landscape Maintenance
5. Tea Table Relief Fill - Manual garbage/trash/litter collection, replace
garbage can liners
- Plaque maintenance
- Landscape Maintenance
6. Library Beach - Manual garbage/trash/litter collection, replace
garbage can liners
- Janitorial services
- Building maintenance/plumbing services
- Sign repair
- Beach seaweed raking
- Landscape Maintenance
7. Anne's Beach - Manual garbage/trash/litter collection, replace
garbage can liners
- Janitorial services
- Building maintenance/plumbing services
- Sign repair
- Boardwalk maintenance
- Beach seaweed raking
- Landscape Maintenance
round
FACILITY LOCATION
All locations
All locations
Anne's Beach
Anne's Beach and Library Beach
restrooms and Anne's beach
boardwalk
Libra Beach
Libra Beach
Indian Ke Fill
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: DECEMBER 19, 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 Botanical Garden Society, Inc. to revised
termination date to August 1,2008.
ITEM BACKGROUND:
PREVIOUS RELEVANT BOCC ACTION:
BOCC approved original Agreement at their meeting of November 15, 2006.
CONTRACT/AGREEMENT CHANGES:
Amendment to extend
ST AFF RECOMMENDATIONS:
Approval
TOTAL COST:
$380,000
BUDGETED: Yes ~ No
COST TO COUNTY:
$380,000
SOURCE OF FUNDS:
TDC
REVENUE PRODUCING: Yes --X- No
AMOUNT PER MONTH Year
APPROVED BY: County Atty ~ OMBlPurchasing ~
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: Key West Botanical Garden Contract # TDC #: 289
-
Society, Inc. Effective Date: 10/18/06
Expiration Date: 8/1108
Contract PurposelDescription:
Approval of an Amendment to Agreement with Key West Botanical Garden Society,
Inc. to revise termination date to August 1, 2008.
Contract Manager: Maxine Pacini 3523 TDC # 3
(Name) (Ext. ) (Department/Stop #)
for BOCC meeting on 12/19/07 Agenda Deadline 12/4/07
CONTRACT COSTS
Total Dollar Value of Contract: $ 380,000
Budgeted? Yes[g] No D Account Codes:
Grant: $
County Match: $
Current Year Portion: $ 234,500 /
117-77040-530340- T77B-563- Y-530340
ADDITIONAL COSTS
Estimated Ongoing Costs: $~yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Da;e In
Division Director / L!Li21
Changes
Needed
YesD NoEJ
- /.,
YesDN00 '1
YeSDNOd~
_ /' Cr:flt:e--. ~
Y esD No~ _ -.s.Crim3Ic"f
Date Out
Risk Man~ament~ {l<S"O l
~ ~\~
O.M.B.lPu a~ng 11-/ -61
County Attorney f~
Comments:
t
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
Botanical Garden Society, Inc.
WHEREAS, there was a contract entered into on November 15, 2006 between the parties, awarding $380,000
to the Key West Botanical Garden Society, Inc. for the Creation of a Nationally Acclaimed Aviary Eco-Tourism
Attraction - Phase II; and
WHEREAS, the contract will expire on December 31,2007; and
WHEREAS, contract needs to be extended for an additional period of time to allow time for completion of
project;
NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the
amended agreement as follows:
1. Paragraph 1 of the Agreement shall read as follows: GRANT AGREEMENT PERIOD. This Agreement is for the
period of October 18, 2006 through to August 1, 2008. This Agreement shall remain in effect for the stated period
unless one party gives to the other written notification of termination pursuant to and in compliance with paragraphs
7,12 and 13 of original agreement. All payment requests must be submitted no later than September 30, 2008.
Invoices received after September 30, 2008 will not be considered for payment.
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)
Attest: Danny L. Kolhage, Clerk
Board of County Commissioners
of Monroe County
Deputy Clerk
Mayor/Chairman
Secretary
(CORPORATE SEAL)
Attest:
By.
Print Name
C~t,J S~f,l
Print Name
OR TWO WITNESSES
(2)
(2)
(1 )
(1 )
Print Name
Print Name
Amendment if I
Key West Botanical Garden Society Phase II
Contract #: 289
fDJ IE cg ~IJ 17 '\f,? ffp r',
m j c.::.:J ["\)
OCT 2 5 2007 jp)
-
October 23,2007
KeY
B~1al
Garden
socIety
To: The Monroe County Tourist Development Council
From: Carolann Sharkey
Re: Request for Extension
To Whom It May Concern:
Managing
The Key West Botanical Garden Society is requesting an extension for current Project # and.
. restonng
117 77040 530340 T77B563X 530340 unttl August 1, 2008. Our contract calls for a the
completion by Dec 31, 2007. only
frost-free
tropical
As you are all aware, we are working with many State and federal agencies on this humid
wonderful restoration project. Due to the drought of the summer of 2007, we were forest
required to temporarily postpone any "on the grounds" restoration. We thought the b and. I
postpone~ent would be short and not affect our deadli.n:, but it did. We have been given ~~::;~:
a "green hght" to move forward and look forward to glvmg you a fIrst class result. in the
continental
United
Thank you for your cooperation in this matter, States.
Carolann Sharkey
Chairman and full time volunteer
POBox 2436
Key West FL 33045-2436
(305) 296-1504
KWBGS@bellsouth.net
keywestbotanicalgarden.org
a 50J(c)3 fWn-pmjir educational and environmental oT"fSanization
Grant Award Aareement
This AGREEMENT dated the ,<; day ofND"~006, 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 Botanical Garden
Society, 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 Creation of a
Nationally Acclaimed Aviary Eco-Tourism Attraction Phase 1/ 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 the property for use as 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
15, 2006 through to December 31, 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: Site development; restoration of a pond; addition of new pond; ADA
boardwalk around pond 1 and plantings. 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 December
31, 2007 and all invoices pertaining to this project shall be submitted to the Finance
Department of Monroe County no later than December 31, 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 Carolann Sharkey, 5210 College Road, Key
West, Fl 33040 (Telephone: 305-296-1504/Fax: 305-292-9275/E-mail:
Sharkeyfun@aol.com). Should there be a change in the project manager specified in
Key West Botanical Garden Society
Capital Project FY 2007
the Grantee's application, a new project manager shall be designated and notice of the
designation shall be provided to TOC/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
co ntractual 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
co ntractor.
(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 ~ivision 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 $380,000 (Three Hundred and Eighty Thousand Dollars) for
materials and services used to construct 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
2
Key West Botanical Garden Society
Capital Project FY 2007
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 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
3
Key West Botanical Garden Society
Capital Project FY 2007
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
December 31, 2007. Invoices received after December 31, 2007 will not be
considered for payment.
b) Documentation shall be submitted to the TDC Administrative Office to show the
receipt and application of in-kind donations of goods, professional services, and
materials. Said documentation should include invoices, bills of lading, etc., and be
verified as received and applied to the project through a notarized statement of the
project architect, engineer, general contractor or project manager. The receipt and
application to the project of volunteer labor are to be documented and verified by
notarized signature of the project architect, engineer, general contractor or project
manager, and said documentation submitted to the TDC Administrative Office. All
submissions shall identify the items included in Exhibit A and grantee shall complete the
Application for Payment form which is provided within the payment/reimbursement kit
provided to the grantee, listing the schedule of values which are sought to be
reimbursed and shall indicate the percentage of completion of the overall project as of
the submission. This document should be signed by the project architect, engineer,
general contractor or project manager.
Photographs showing progress on project shall be included in any payment request.
The Project Manager shall certify delivery to the project site and installation therein of
any goods or services provided other than through an architect, engineer or contractor.
All work performed and goods received on site and incorporated into the project shall be
verified by one of the foregoing. Submission of any documentation which is untrue,
falsified, or otherwise misrepresents the work which has been completed, paid, or
donated shall constitute a breach of agreement, for which breach the contract may be
immediately terminated at the discretion of the County, whose decision shall be final.
c) Grantee must submit all documentation for final payment on or before the
termination date of this grant of December 31, 2007. Invoices received after
December 31, 2007 will not be considered for payment.
d) At any time that the documentation requirement policies of Monroe County are
revised, such as to require annual inventory reports for equipment purchased under a
TDC capital project grant, Grantee shall comply thereafter with such increased
requirements, or further funding under the Agreement may be terminated by County.
e) Upon successful completion of this Grant Agreement, the Grantee may retain
ownership of the real and personal property acquired and/or improved with funding
under this Grant Agreement. However, the Grantee shall maintain, preserve and
operate the property which was acquired or improved under this Agreement for the uses
4
Key West Botanical Garden Society
Capital Project FY 2007
and purposes which qualified the Grantee for tourist development tax funding. Grantee
shall complete and sign a Property Reporting Form (provided within
payment/reimbursement package) for personal property and forward said completed
form with the appropriate invoice to the TDC Administrative Office. Real property
acquired or improved through funding under this Agreement shall remain dedicated for
the purposes set forth herein or for other purposes which promote tourism and
ownership of said property shall be retained by the Grantee. The following terms shall
apply:
(i) The Grantee shall have the use of the property, including both realty and
personalty acquired with funding under this agreement, at the project site for so long as
the facility is operated by Grantee, open to the public, and has a primary purpose of
promoting tourism. At such time as any of the conditions in the preceding sentence
shall cease to exist, the Grantee shall transfer ownership and possession of equipment
and personal property to a local government or another not-for-profit organization which
is a facility for which tourist development taxes may be used pursuant to Florida Statute
with prior approval from TDC and BOCC.
(ii) At any time that the Grantee: (a) elects to stop the project or otherwise decide not
to place into service for tourist-related purposes the facility acquired, constructed, or
renovated with tourist development tax funding, (b) demolishes the project facility or
divests itself of ownership or possession of the real property, or (c) ceases the use of
the property with a primary purpose of promoting tourism, Grantee shall, pursuant to
the formula set forth hereafter, refund to the County the Tourist Development funding.
This provision shall survive the termination date of all other provisions of this contract
for a period of ten years. Should the demolition, transfer of ownership, or change to a
non-tourist related purpose occur after the facility has been used for tourist-related
purposes for at least three (3) years, the amount of refund shall be pro-rated based on a
useful life of ten (10) years.
(iii) The Grantee is responsible for the implementation of adequate maintenance
procedures to keep the real and personal property in good operating condition.
(iv) The Grantee is responsible for any loss, damage, or theft of, and any loss,
damage or injury caused by the use of, real or personal property or equipment
purchased through funding under this Agreement.
4. RECORDS AND REPORTS. The Grantee shall keep such records as are
necessary to document the performance of the Agreement and expenses as incurred,
and give access to these records at the request of the TDC, the County, the State of
Florida or authorized agents and representatives of said government bodies. The
Grantee shall also provide such access to the personal property and equipment
purchased under this Agreement. It is the responsibility of the Grantee to maintain
appropriate records in accordance with generally accepted accounting principles
consistently applied to insure a proper accounting of all funds and expenditures. The
Grantee understands that it shall be responsible for repayment of any and all audit
exceptions which are identified by the Auditor General for the State of Florida, the Clerk
of Court for Monroe County, the Board of County Commissioners for Monroe County, or
their agents and representatives. In the event of an audit exception, the current fiscal
year grant award or subsequent grant awards will be offset by the amount of the audit
5
Key West Botanical Garden Society
Capital Project FY 2007
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
Key West Botanical Garden Society
Capital Project FY 2007
6
individual to perform in a position of employment, and to abide by all federal and state
laws regarding non-discrimination.
b) Anti-kickback. Contractor warrants that no person has been employed or retained to
solicit or secure this Agreement upon an Agreement or understanding for a commission,
percentage, brokerage or contingent fee, and that no employee or officer of the
Contractor has any interest, financially or otherwise, in contractor. For breach or
violation of this warranty, the Contractor shall have the right to annul this Agreement
without liability or, in its discretion, to deduct from the Agreement price or consideration,
the full amount of such commission, percentage, brokerage or contingent fee.
Contractor acknowledges that it is aware that funding for this Agreement is available at
least in part through the County and that violation of this paragraph may result in the
County withdrawing funding for the Project.
c) Hold harmless/indemnification. Contractor acknowledges that this Agreement is
funded at least in part by the County and agrees to indemnify and hold harmless the
County and any of its officers and employees from and against any and all claims,
liabilities, litigation, causes of action, damages, costs, expenses (including but not
limited to fees and expenses arising from any factual investigation, discovery or
preparation for litigation), and the payment of any and all of the foregoing or any
demands, settlements or judgments (collectively claims) arising directly or indirectly
from any negligence or criminal conduct on the part of Contractor in the performance of
the terms of this Agreement. The Contractor shall immediately give notice to the
County of any suit, claim or action made against the Contractor that is related to the
activity under this Agreement, and will cooperate with the County in the investigation
arising as a result of any suit, action or claim related this Agreement.
d) Insurance. Contractor agrees that it maintains in force at its own expense a liability
insurance policy which will insure and indemnify the Contractor and the County from
any suits, claims or actions brought by any person or persons and from all costs and
expenses of litigation brought against the Contractor for such injuries to persons or
damage to property occurring during the Agreement or thereafter that results from
performance by Contractor of the obligations set forth in this Agreement. At all times
during the term of this Agreement and for one year after acceptance of the project,
Contractor shall maintain on file with the County a certificate of the insurance of the
carriers showing that the aforesaid insurance policy is in effect. The following
coverage's shall be provided:
1. Workers Compensation insurance as required by Florida Statutes.
2. Commercial General Liability Insurance with minimum limits of $500,000 per
Occurrence for bodily injury, personal injury and property damage.
3. Comprehensive Auto Liability Insurance with minimum limits of $300,000
combined single limit per occurrence.
Key West Botanical Garden Society
Capital Project FY 2007
7
The Contractor, the County and the TDC shall be named as additional insured, exempt
workers compensation. The policies shall provide no less than 30 days notice of
cancellation, non-renewal or reduction of coverage.
At all times during the term of this Agreement and for one year after acceptance of the
project, Contractor shall maintain on file with the County a certificate of insurance
showing that the aforesaid insurance coverage's are in effect.
e) licensing and Permits. Contractor warrants that it shall have, prior to
commencement of work under this Agreement and at all times during said work, all
required licenses and permits whether federal, state, County or City.
f) Right to Audit. The Contractor shall keep such records as are necessary to
document the performance of the Agreement and expenses as incurred, and give
access to these records at the request of the TDC, the County, the State of Florida or
authorized agents and representatives of said government bodies.
9. HOLD HARMLESS/INDEMNIFICATION. The Grantee hereby agrees to indemnify
and hold harmless the BOCC/TDC and any of its officers and employees from and
against any and all claims, liabilities, litigation, causes of action, damages, costs,
expenses (including but not limited to fees and expenses arising from any factual
investigation, discovery or preparation for litigation), and the payment of any and all of
the foregoing or any demands, settlements or judgments arising directly or indirectly
under this Agreement. The Grantee shall immediately give notice to the Grantor of any
suit, claim or action made against the Grantor that is related to the activity under this
Agreement, and will cooperate with the Grantor in the investigation arising as a result of
any suit, action or claim related to this Agreement.
(a) Non-Waiver of Immunity. Notwithstanding he provisions of Sec. 768.28, Florida
Statutes, the participation of the County and the Grantee in this Agreement and the
acquisition of any commercial liability insurance coverage, self-insurance coverage, or
local government liability insurance pool coverage shall not be deemed a waiver of
immunity to the extent of liability coverage, nor shall any contract entered into by the
County be required to contain any provision for waiver.
(b) Privileges and Immunities. All of the privileges and immunities from liability,
exemptions from laws, ordinances, and rules and pensions and relief, disability,
workers' compensation, and other benefits which apply to the activity of officers, agents,
or employees of any public agents or employees of the County, when performing their
respective functions under this Agreement within the territorial limits of the County shall
apply to the same degree and extent to the performance of such functions and duties of
such officers, agents, volunteers, or employees outside the territorial limits of the
County.
10. NONDISCRIMINATION. County and Grantee agree that there will be no
discrimination against any person, and it is expressly understood that upon a
determination by a court of competent jurisdiction that discrimination has occurred, this
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Key West Botanical Garden Society
Capital Project FY 2007
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 use 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 December 31, 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
9
Key West Botanical Garden Society
Capital Project FY 2007
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
Key West Botanical Garden Society
Capital Project FY 2007
discussed at a public meeting of the Board of County Commissioners. If the issue or
issues are still not resolved to the satisfaction of the parties, then any party shall have
the right to seek such relief or remedy as may be provided by this Agreement or by
Florida law.
(e) Cooperation. In the event any administrative or legal proceeding is instituted
against either party relating to the formation, execution, performance, or breach of this
Agreement, County and Grantee agree to participate, to the extent required by the other
party, in all proceedings, hearings, processes, meetings, and other activities related to
the substance of this Agreement or provision of the services under this Agreement.
County and Grantee specifically agree that no party to this Agreement shall be required
to enter into any arbitration proceedings related to this Agreement.
16. ETHICS CLAUSE: Grantee warrants that he has not employed, retained or
otherwise had act on his behalf any former County officer or employee in violation of
Section 2 or Ordinance No. 10-1990 or any County officer or employee in violation of
Section 3 of Ordinance No. 10-1990. For breach or violation of the provision the
Grantor may, at its discretion terminate this Agreement without liability and may also, at
its discretion, deduct from the Agreement or purchase price, or otherwise recover, the
full amount of any fee, commission, percentage, gift, or consideration paid to the former
or present County officer or employee. The County and Grantee warrant that, in respect
to itself, it has neither employed nor retained any company or person, other than a bona
fide employee working solely for it, to solicit or secure this Agreement and that it has not
paid or agreed to pay any person, company, corporation, individual, or firm, other than a
bona fide employee working solely for it, any fee, commission, percentage, gift, or other
consideration contingent upon or resulting from the award or making of this Agreement.
For the breach or violation of the provision, the Grantee agrees that the County shall
have the right to terminate this Agreement without liability and, at its discretion, to offset
from monies owed, or otherwise recover, the full amount of such fee, commission,
percentage, gift, or consideration.
(a) Covenant of No Interest. County and Grantee covenant that neither presently
has any interest, and shall not acquire any interest, which would conflict in any manner
or degree with its performance under this Agreement, and that only interest of each is to
perform and receive benefits as recited in this Agreement.
(b) Code of Ethics. County agrees that officers and employees of the County
recognize and will be required to comply with the standards of conduct for public officers
and employees as delineated in Section 112.313, Florida Statutes, regarding, but not
limited to, solicitation or acceptance of gifts; doing business with one's agency;
unauthorized compensation; misuse of public position, conflicting employment or
contractual relationship; and disclosure or use of certain information.
17. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been
placed on the convicted vendor list following a conviction for public entity crime may not
submit a bid on an Agreement to provide any goods or services to a public entity, may
not submit a bid on a Agreement with a public entity for the construction or repair of a
II
Key West Botanical Garden Society
Capital Project FY 2007
public building or public work, may not submit bids on leases of real property to public
entity, may not be awarded or perform work as a contractor, supplier, sub-contractor, or
consultant under a Agreement with any public entity, and may not transact business
with any public entity in excess of the threshold amount provided in Section 287.017, for
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
· Certified copy of the actual insurance policy
12
Key West Botanical Garden Society
Capital Project FY 2007
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: 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, Fl33040
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.
13
Key West Botanical Garden Society
Capital Project FY 2007
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 SY 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 PERSONAlllASllITY. 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 SOCC shall have the right to determine if
there will be any reduction to the amount of funds due to the Grantee after consideration
of all relevant facts and circumstances surrounding the delay in performance or failure
to complete the project within the contract period. Upon demand of TDC or SOCC, the
Grantee must furnish evidence of the causes of such delay or failure. SOCC shall not
pay for any goods received or services provided after the date(s) described in
paragraph 1 and Scope of Services.
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Key West Botanical Garden Society
Capital Project FY 2007
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 lMitten.
(SEAL)
Attest: Danny l. Kolhage. Clerk
Board of County Commissioners
of Monroe County
Of
'0-' I
J \
Mayor/Chairman
(7~
/.
Deputy Clerk
(CORPORATE SEAL)
Attest:
Kay West Botanical ~arden Society, Inc.
U
By.
Secretary
By'
Print Name
{! hiDL1-A-JjJ ,Sf/-fh{? f{~-1-1
Print Name
OR TWO WITNESSES
(1 )
(2)
MONRoe COUNTY ATTORNEY
.GO>f~:S,:: ~M; .
S~M. JRIMS~eb
ASSIS T COUNTY AT)ORNEY
Date /<7 - /y-Or,..
IS
Key West Botanical Garden Society
Capital Project FY 2007
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BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: DECEMBER 19, 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 Business Guild covering W omenfest 2008 in an amount not
to exceed $10,000, 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 Contract
STAFF RECOMMENDATIONS:
Approval
TOTAL COST:
$10,000
BUDGETED: Yes X No
COST TO COUNTY:
$10,000
SOURCE OF FUNDS:
TDC
REVENUE PRODUCING: Yes X No
AMOUNTPERMONTH_ Year
APPROVED BY: County Arty ~ 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 Business Guild Contract # TDC #: 412
-
Effective Date: 12/19/07
Expiration Date: 12/31/08
Contract PurposelDescription:
Approval of an Agreement with Key West Business Guild covering W omenfest 2008 in
an amount not to exceed $10,000, DAC I, FY 2008 Event Resources.
Contract Manager: Maxine Pacini 3523 TDC # 3
(Name) (Ext. ) (Department/Stop #)
for BOCC meeting on 12/19/07 Agenda Deadline 12/4/07
CONTRACT COSTS
Total Dollar Value of Contract: $ 10,000
Budgeted? Yes[g] No D Account Codes:
Grant: $
County Match: $
Current Year Portion: $ .
115-75360-530340- T85M-024X-530340 -:/
ADDITIONAL COSTS
Estimated Ongoing Costs: $_/yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Dlt~ In ~~:~~" /A/pfj" tt=er--
Division Director 11/2fIP2-7 YesD N o~ /' '7 /' / ,{
RiSkManagtent,~lh}.7-o7 YesDNo0' ~ .Si' .
tr/ t; \\:'O: I.'.,~I r-71"-- .~- /
O.M.B.lPurch~mg ~o=t YesDNorJ ~. ( ~
County Attorney #-1- YesD NO~/ ~ C.Hall
Comments:
OMB Form Revised 2/27/01 Mep #2
Date Out
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 Key West Business Guild, Inc. a not for profit corporation 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 $10,000 (Ten Thousand Dollars) for Womenfest
on September 2-7, 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). Pool/Beach parties
b). Dining at featured restaurants
c). Panel discussions
d). Themed drag shows
e). Daytime water sports excursions
f). Sunset sail activities
g). Dance parties and contests
h). Stage show performance
i). Fitness sessions
j). House tours
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:
WomenFest 2008
FY 2008 Event Funding
Contract #: 412
1
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.
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.
8. Termination: This Agreement will be terminated on December 31, 2008. All
invoices must be submitted prior to December 31, 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)
WomenFest 2008
FY 2008 Event Funding
Contract #: 412
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 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:
WomenFest 2008
FY 2008 Event Funding
Contract #: 412
* 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.
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,
Women Fest 2008
FY 2008 Event Funding
Contract #: 412
financial or otherwise, direct or indirect, involving any client's interest which may conflict with
the interest of the COUNTY and TOC.
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
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.
Women Fest 2008
FY 2008 Event Funding
Contract #: 412
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. 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 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. 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.
WomenFest 2008
FY 2008 Event Funding
Contract #: 412
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 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: John Giuliano
Key West Business Guild
513 Truman Avenue
Key West, FL 33040
For Grantor: Lynda Stuart
Monroe County Tourist Development Council
1201 White Street, Suite 102
Key West, FL 33040
And
Cynthia Hall, Asst. County Attorney
P.O. Box 1026
Key West, FL 33041-1026
Women Fest 2008
FY 2008 Event Funding
Contract #: 412
And
Cynthia Hall, 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. Except as provided in paragraph
6 of this Agreement, this Agreement can never be amended or modified except in a writing
signed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year
first above written.
(SEAL)
Attest: Danny l. Kolhage, Clerk
Board of County Commissioners
of Monroe County
Deputy Clerk
Mayor/Chairman
(CORPORATE SEAL)
Attest:
Key West Business Guild, Inc.
Secretary
By.
Date:
1b,JN~5 116
Print Name
Date: \\\t~-l 01
Print Name
OR TWO WITNESSES
(1 )
(2)
Print Name:
Print Name:
Date:
Date:
Women Fest 2008
FY 2008 Event Funding
Contract #: 412
8
1\'10:\jf10,::' (:(Iu~{ry AfTORNEY
~~~_/~~~~:;i.()~
C ' .!TH,~, 1_. H/\LL
" ~:31~ '~.(.( ~-;2iJ{'J:'f/~fTOFiNEY
In-County LOQO
The
Florida Keys
-.-
MONROE COUNTY TOURIST DEVELOPMENT COUNCIL
Out-of-County LOQO
The
Florida Keys
-.-
WomenFest 2008
FY 2008 Event Funding
Contract #: 412
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:
Women Fest 2008
MEDIA PLACEMENT & PRODUCTION COSTS:
newspaper, radio, magazines, TV, website/internet advertising only
$10,000
PROMOTIONAL SIGNS: posters/banners
$
$
$
$
$
$
PROMOTIONAL ITEMS: t-shirts, hats, jackets, coozie cups
-DIRECT MAIL PROMOTIONS: brochures/pamphlets/postage & shipping
PROGRAMS:
PUBLIC RELATIONS:
*GENERAL NON-ALLOCATED
TOTAL
$ 10,000
*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 Destination/TurnKey Event Application FY 2008