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03/16/2000 Agreement iDannp I. }&olbagt BRANCH OFFICE 3117 OVERSEAS lllGHWA Y MARATIiON, FLORIDA 33050 TEL. (305) 289-6027 FAX (305) 289-1745 CLERK OF THE CIRCUIT COURT MONROE COUNTY 500 WHITEHEAD STREET KEY WEST, FLORIDA 33040 TEL. (305) 292-3550 FAX (305) 295-3660 BRANCH OFFICE 88820 OVERSEAS lllGHWAY PLANTATION KEY, FLORIDA 33070 TEL. (305) 852-7145 FAX (305) 852-7146 MEMORANDUM DATE: March 28, 2000 TO: Lynda Stuart, Office Manager Tourist Development Council A TTN: Maxine Pacini Administrative AsSi(jfstant Pamela G. Hancock Deputy Clerk FROM: At the March 16, 2000, Board of County Commissioner's Meeting the Board approved and authorized execution of the following items: 1. Turn Key Agreement between Monroe County and Super Boat International Productions, Inc. covering Key West Super Boat World Championship Race on November 5-11, 2000 in an amount not to exceed $87,500.00, DAC I, FY 2000, Third Penny. 2. Amendment between Monroe County and Pigeon Key Foundation to develop an Amenity Center in an amount not to exceed $11,250.00, DAC III, FY 2000, Third Penny. 3. Agreement between Monroe County and Florida Keys Land & Sea Trust to create a "Watch able FL Keys Butterfly & Wildlife Garden" in an amount not to exceed $9,389.50, DAC III, FY 2000, Third Penny. 4. Agreement between Monroe County and Dolphin Research Center for installation of a compo sting toilet with privacy structure in an amount not to exceed $4,850.00, DAC III, FY 2000, Third Penny. 5. Turn Key Funding Agreement between Monroe County and Key West Tourist Development Association covering Fantasy Fest on October 20-29,2000 in an amount not to exceed $100,000.00, DAC I, FY 2000, Third Penny and $5,000.00, DAC II, FY 2000, Third Penny. 6. Resolution No. 133-2000 transferring funds. 7. Resolution No. 133A-2000 to provide advance registration for trade shows for the fiscal year 2001 be paid from Tourist Development Council funds in fiscal year 2000. Attached hereto are two duplicate originals of the above Agreements and Amendment, one for your return to the provider and the other for your departmental files. Also, attached are certified copies of the above Resolutions for your handling. Should you have any questions, please do not hesitate to contact this office. Cc: County Administrator w/o documents County Attorney Finance, %Kim Hanna File GRANT OF FUNDS This AGREEMENT dated the I'd, day of rYJ~ 2000, is entered into by and between the BOARD OF COUNTY COMMISSIONERS FOR MONROE COUNTY, hereinafter "County," on behalf of the TOURIST DEVELOPMENT COUNCIL, hereinafter "TDC" and the Pigeon Key Foundation, a Florida not-for-profit corporation, hereinafter "Pigeon Key Foundation." WHEREAS, the third penny of Tourist Development Tax may be used to acquire, construct, extend, enlarge, remodel, repair, improve, maintain, or promote mU3'euEBs '@ic/Ttare publicly owned and operated or~owned and operated by not-for profit corpora~n~anc:i: .~ WHEREAS, the County and TDC have determined that it is in the best inte~~Pf ttf8; CI County, for purposes of promoting tourism and preserving the heritage of the B5AUTIurlJt, t(ti repair and rehabilitate the premises of the property for use as a museum ope~~~e Pijbli<;; NOW, THEREFORE, in consideration of the mutual covenants and payme~t~edrr1 herein, the Pigeon Key Foundation and the County have entered into this agrF~e'nt ~ thg terms and conditions as set forth below. !~ ;;, ~ 1 ~ 1. CONTRACT PERIOD. This agreement is for the period March 16,2000 through September 30th, 2001. 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 Pigeon Key Foundation shall contract for such services needed to develop an Amenity Center for tourists and walk-on visitors. Project shall encompass replacing 40 year old water lines on Pigeon Key and running electric power to amenity center for water fountains/vending machines, etc. The Pigeon Key Foundation shall insure that the property shall be used as a museum open to the public by entering into such restrictive covenants, leases, and other contracts as are necessary to effect this purpose. 3. AMOUNT OF AGREEMENT AND PAYMENT. The County shall provide an amount not to exceed $11,250.00 in reimbursement for the scope of services outlined above. 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. Payment shall be made through reimbursement to Pigeon Key Foundation upon presentation of invoices, canceled checks and other documentation to support a claim for reimbursement, such documentation being subject to requirements of the County's Finance office. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the BOCC. 4. REPORTS. The Pigeon Key Foundation shall provide financial reports in summary of activities related to this agreement on a quarterly basis. If the agreement extends beyond the end of the fiscal year (September 30th, 2001), the Pigeon Key Foundation shall provide a report summarizing the total anticipated expenditures against this agreement on or before September 30, 2001. Said report shall be provided to the Monroe County Tourist Development Council Administrative Office no later than August 30th, 2001. The Pigeon Key Foundation 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. It is the responsibility of the Pigeon Key Foundation to maintain appropriate records to insure a proper accounting of all funds and expenditures. The Pigeon Key Foundation 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 Gourt 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 Pigeon Key Foundation will be billed by the County for the amount of the audit exception and shall promptly repay any audit exception. 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. 6. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the Pigeon Key Foundation 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 Pigeon Key Foundation or any of its employees, contractors, servants or agents to the employees of the Board of County Commissioners of Monroe County, and they shall be entitled to none of the rights, privileges or benefits of employees of Monroe County. 7. COMPLIANCE WITH LAW. In carrying out its obligations under this agreement, the Pigeon Key Foundation shall abide by all statures, 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 County to terminate this contract immediately upon delivery of written notice of termination to the Pigeon Key Foundation. 8. RESTRICTIONS ON CONTRACTS ENTERED PURSUANT TO THIS AGREEMENT. The Pigeon Key Foundation shall include in all contracts funded under this agreement the following terms: a) Anti-discrimination. The Pigeon Key Foundation 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) Authority. Each of the signatories for the firm below certifies and warrants that: c) The firm's name in the agreement is the full name as designated in its corporate charter, and b) they are empowered to act and contract for the Pigeon Key Foundation and c) this agreement has been approved by the Pigeon Key Foundation Board of Directors. d) Licensing and Permits. The Pigeon Key Foundation 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. 9. HOLD HARMLESS/lNDEMNIFICATION. The Pigeon Key Foundation hereby agrees to indemnify and hold harmless the BOCCITDC and any of its officers and employees from and against any and all claims, liabilities, litigation, causes of action, damages, costs, expenses (including but not limited to fees and expenses arising from any factual investigation, discovery or preparation for litigation), and the payment of any and all of the foregoing or any demands, settlements or judgments arising directly or indirectly under the scope of this agreement. 2 1 O. ANTI-DISCRIMINATION. The Pigeon Key Foundation agrees that they will not discriminate against any of their employees or applicants for employment or against persons for any benefit or service 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. 11. ANTI-KICKBACK. The Pigeon Key Foundation 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 intetest, financially or otherwise, in Pigeon Key Foundation, except for general membership in Pigeon Key Foundation. For breach or violation of this warranty, the County shall have the right to annul this contract without liability or, in its discretion, to deduct from the contract price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. 12. TERMINATION. This agreement shall terminate on September 30, 2001. 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 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 the Pigeon Key Foundation. The County shall not be obligated to pay for any services or goods provided by the Pigeon Key Foundation after the Pigeon Key Foundation has received written notice of termination. 13. TERMINATION FOR BREACH OF AGREEMENT. The County 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 the Pigeon Key Foundation shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the County from declaring a forfeiture for any succeeding breach either of the same conditions or of any other conditions. 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 Pigeon Key Foundation and the County. 15. CONSENT TO JURISDICTION. This agreement, its performance, and all disputes arising hereunder, shall be governed by the laws of the State of Florida, and both parties agree that the proper venue for any actions shall be in Monroe County. 16. ETHICS CLAUSE: Provider warrants that he/it has not employed retained or otherwise had act on his/its behalf any former COUNTY office or employee in violation of Section 2 or Ordinance No. 10-1990 or any COUNTY officer of employee in violation of Section 3 of Ordinance NO.1 0-1990. For breach or violation of the provision the COUNTY may, at its discretion terminate this contract without liability and may also, at its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present COUNTY officer or employee. 17. "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or 3 services to a public entity, may not submit a bid on a contract with a public entity for the construction or- repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." 18. NOTICE. Any written notice to be given to either party under this agreement or related hereto shall be addressed arid delivered as follows: For Pigeon Key Foundation: Ms. Kathleen Wiljanen Pigeon Key Foundation P.O. Box 500130 Marathon, Florida 33050 For County: Lynda Stuart Monroe County Tourist Development Council P.O. Box 866 Key West, FL 33041 and Suzanne Hutton, Asst. County Attorney 310 Fleming St. Key West, FL 33040 IN WITNESS WHEREOF, the parties hereto have caused this agreement to be . /executedJhe day and year first above written. . . / \, ;' (SEAL) \ i ATTEST: DA~NY L. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA 1 BycS~-F~ Mayor/Chairman 't!El:t~~ (SEAL) ATTEST: Pigeon Key Foundation By: ~~ Secretary BY~~ Preside 4