HomeMy WebLinkAboutD. Tourist Development Council
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: MARCH 17,2010
Division:
TDC
Bulk Item: Yes
No
Department:
Staff Contact Person/Phone #: Maxine Pacini
296-1552
AGENDA ITEM WORDING:
Approval of an amendment to Agreement with Schooner Western Union Preservation Society, Inc. to
extend agreement for the Schooner Western Union Maritime Museum Refit project to March 31, 2011.
ITEM BACKGROUND:
PREVIOUS RELEVANT BOCC ACTION:
BOCC approved original agreement at their meeting of November 19, 2008
BOCC approved amendment to agreement at their meeting of June 17,2009
CONTRACT/AGREEMENT CHANGES:
Amendment to extend
STAFF RECOMMENDATIONS:
Approval
TOTAL COST: $405,000 BUDGETED: Yes X No
COST TO COUNTY: $405,000 SOURCE OF FUNDS: TDC
REVENUE PRODUCING: Yes X No
AMOUNTPERMONTH_ Year
IPurchasing ~
Risk Management X
APPROVED BY: County Atty-X-
DOCUMENTATION:
Included X
Not Required_
DISPOSITION:
AGENDA ITEM #
Revised 11/06
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Schooner Western Union / Contract TDC #: 515
Preservation Society, Inc. Effective Date: 11/19/08
Expiration Date: 3/31/2011/
Contract Purpose/Description:
Approval of an amendment to Agreement with Schooner Western Union Preservation
Society, Inc. to extend agreement for the Schooner Western Union Maritime Museum
Refit project to March 31, 2011.
Contract Manager: Maxine Pacini 3523 TDC # 3
(Name) (Ext. ) (Department/Stop #)
for BOCC meeting on 3/17/10/ Agenda Deadline 3/2/1 0
CONTRACT COSTS
Total Dollar Value of Contract: $I 405,000
Budgeted? Yesl2J No 0 Account Codes:
Grant: $
County Match: $
Current Year P9rtion: $ 233,872.54
117-71640-530340- T-B-97-645- Y-530349'
ADDITIONAL COSTS
Estimated Ongoing Costs: $_/yr For:
(Not included in dollar value above) (eg, maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Date In
Changes
Needed r7\/
YesDNou
Date Out
Division Director
Risk Management
~ ~,'"
o .M.B.lPurch~ing
County Attorney
YesD N
YesD NO~
C. Hall
Comments:
OMB Form Revised 2/27/01 MCP #2
AMENDMENT (2nd AMENDMENT) TO AGREEMENT
THIS AMENDMENT to agreement dated the day of 2010, is entered into by and between
:he Board of County Commissioners for Monroe County, on behalf of the Tourist Development Council, and
Schooner Western Union Preservation Society, Inc. a not for profit entity organized and operating under
:he laws of the state of Florida.
WHEREAS, there was an agreement entered into on November 19, 2008 between the parties,
3warding $405,00.0 to the Schooner Western Union Preservation Society, Inc, for the Schooner Western
Union Maritime Museum Refit projeet; and
WHEREAS, an amendment was made on June 17, 2009 to revise project segments to better
llanage the work flow, and
WHEREAS, it has become necessary to request an extension to agreement to allow time to
:omplete the project; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to
:he amended agreement as follows:
1. The agreement period as outlined in Paragraph 1 is extended to March 31, 2011, and all references
Nithin the agreement to the submission date of invoices and completion of the project shall be changed to
March 31,2011.
2. The remaining provisions of the agreement dated November 19, 2008 and amended June 17, 2009
'emain in full force and effect.
IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above
Nritten,
I\.ttest: Danny L. Kolhage,
Clerk of Monroe County
Mayor/Chairman
Deputy Clerk
~CORPORATE SEAL)
A.ttest:
Schooner Western Union,reservation Society, Inc,
1 !
\ "
By.
Secretary
Print Name
OR TWO WITNESSES
(1 )
(2)
Print Name:
Print Name:
Amendment #2
Schooner Western Union
[D# 515
MONROE COUNTY ATTORNEY
tYfP~1~WL~~:
~CYNTHIA L. HALL
ASSISTANT COUNTY ATTORNEY
"'l ,"'l 4.... A If}
AMENDMENT 1..1st AMENDMEN,T) TO AGREEMEN1
! '1 i
THIS AMENDMENT to agreement dated the.l.Lday of /U F' 2009, is entered into by and belween lhe Board
of County Commissioners for Monroe County, on behalf of the Tourist Development Council, and Schooner Western
Union Preservation Society, Inc, a not for profit entity organized and operating under the laws of the state of
Florida.
WHEREAS, there was a contract entered into on Novem ber 19,2008 between the parties, awarding $405,000
for the Schooner Western Union Maritime Museum Refit project; and
WHEREAS, it has become necessary to revise Exhibit A of the Agreement to revise project segments to
better manage the work flow;
NOW, THEREFORE. in consideration of the mutual covenants contained herein the parties agree to the
amended agreement as fall ows:
1. Exhibit A of the Agreement shall be revised and attached hereto.
2. Paragraph 2 of the Agreement shall read as follows: SCOPE OF AGREEMENT. The Grantee shall provide
the following scope of services: Seaments 1. 2, 3. 4 and 5. Segment(s) of the work is/are more particularly
described in the Revised Exhibit(s) A, detailing the work and the cost allocable to each segment, attached hereto and
incorporated herein by reference. All work for which grant funds are to be expended must be completed by the stated
termination date of March 31, 2010 and all invoices pertaining to this project shall be subm itted to the Finance
Department of Monroe County no late r than March 31, 2010 to be considere d for paym ent.
3. The remaining provisions of the contract dated Novem ber 19. 2009 remai n in full force and effe ct.
IN WITNESS WHEREOF, the parties have set their ha nds and seal on the day and year first above written.
(SEAL)
Attest: Danny L. Kol hage. Clerk
C7~~
DeputY Clerk
Board of County Commissioners
of Monroe County .
A)&-~. 'o'J~,~
Mayor/Chairman
(CORPORATE SEAL)
Attest:
Secretary
Schooner Western un~preservation Society. Inc.
//------~
By
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~ ~>
Pint Na e \ .
By.
Print Name
OR TWO WITN ESSES
(1
(1 )
(2)
(2)
Print Name
Print Name
Amendment #1
Schooner Western Union
Contract # 515
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ACORD~ CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYYY)
,.........../ 6/19/2009
PRODUCER (407)894-5431 FAX: (407)629-6378 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Kuykendall Gardner ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
1560 Orange Ave Ste 750 AL TER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Winter Park FL 32789 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A. Continental Ins eo 35289
Schooner Western Union INSURER B
Preservation Society INSURER C
Po Box 4379 INSURER D'
Key West FL 33041 INSURER E
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OfSUCH
POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
I~~: f:.o"r:;~ TYPF OF POLICY NUMBER POLICY EFFECTIVE ~<i~ICY EXPIRA TlON LIMITS
GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000
DAMAGE TO RENTED
COMMERCIAL GENERAL LIABILITY PREMISES (Ea oc<;urrenc.e) $
A CLAIMS MADE OCCUR H875908 4/15/2009 4/15/2010 MED EXP (Anyone person) $
X Protection i PERSONAL & ADV INJURY $
Indemnity GENERAL AGGREGATE $
GEN'L AGGREGATE LIMIT APPLIES PER' PRODUCTS, COMPIOP AGG $
POLICY ~WT LOC
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
(Ea aCCident) $
ANY AUTO
ALL OWNED AUTOS )(\ ,~+(~ BODIL Y INJURY
(Per person) $
SCHEDULED AUTOS
HIRED AUTOS BODIL Y INJURY
(Per aCCIdent) $
NON-OWNED AUTOS
I . ~"'cJ<l.C I PROPERTY DAMAGE $
, , (Per accldenl)
GARAGE LIABILITY ). AUTO ONLY EA ACCIDENT $
ANY AUTO OTHER THAN EA ACC $
AUTO ONLY AGG $
EXCESS I UMBRELLA LIABILITY EACH OCCURRENCE $
OCCUR D CLAIMS MADE AGGREGATE $
$
DEDUCTIBLE $
RETENTION $ $
WORKERS COMPENSA TlON WC STATU- OTH-
AND EMPLOYERS' LIABILITY YIN TORY LIMITS ER
ANY PROPRIETOR/PARTNER/EXECUTIVE 0 EL EACH ACCIDENT $
OFFICER/MEMBER EXCLUDEO?
(Mandatory In NH) LL. DISEASE, EA EMPLOYEE $
~~~cl~tS~~o~s1grNS below E.L DISEASE - POLICY LIMIT $
A OTHER 8875908 4/15/2009 4/15/2010 Declared Value $700,000
Vessel Deductible - AOP $10,000
Property Coverage
DESCRIPTlON OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDEO BY ENDORSEMENT I SPECIAL PROVISIONS
Certificate holder's interest is reflected as additional insured as respects general liability in the form of the
Protection and Indemnity (PH) Policy noted above if required by written contract, for work performed by or on behalf
of the named insured. In the event of an accident the PiI policy affords medical payments and lost wages for Crew
members of the Vessel "Schooner Western Union". *10 days notice of cancellation for non-payment of premium
CERTIFICATE HOLDER
CANCELLATION
Monroe County BOCC
Monroe County TOe
c/o Risk Management
P.O, Box 1026
Key Westr FL 33041
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 * DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KINO UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
i AUTHORIZED REPRESENTATIVE
Ga , CIe, CF11/D /:7;':~~/~;K-C
ACORD 25 (2009/01)
INS025 1200901)
@1988.2009ACORD CORPORATION. All rights reserved,
The ACORD name and logo are registered marks of ACORD
Grant Award Agreement
THIS AGREEMENT (Agreement) is entered into this / ,/~/<day of
2008 by and between MONROE COUNTY, a politieal subdivision of the state of
Florida (County) and Schooner Western Union Preservation Society, Inc. a not for
profit organized and operating under the laws of the state of Florida (Grantee).
WHEREAS, the third penny of Tourist Development Tax may be used to
aequire, eonstruct, extend, enlarge, remodel, repair or improve, convention centers, sports
stadiums, sports arenas, eoliseums, auditoriums, fishing piers, museums, zoologieal parks,
nature eenters, beach improvements and beaeh park facilities whieh are publicly owned
and operated or owned and operated by not-for-profit corporations, and
WHEREAS, Grantee has applied for funding for the Schooner Western
Union Maritime Museum Refit 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 attraet tourists, and repair the property for use as museum open to the
public;
NOW, THEREFORE, in consideration of the mutual eovenants 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
19, 2008 through to March 31, 2010. 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 complianee with paragraphs 7,12 or 13 below.
2. SCOPE OF AGREEMENT. The Grantee shall provide the following seope of
services: SeQments 1, 2, 3 and 4. Segment(s) of the work is/are more particularly
described in Exhibit(s) A, detailing the work and the cost alloeable to each segment,
attaehed hereto and incorporated herein by reference. All work for which grant funds are
to be expended must be completed by the stated termination date of March 31, 2010 and
all invoices pertaining to this project shall be submitted to the Finance Department of
Monroe County no later than March 31, 2010 to be eonsidered for payment.
a) There shall be a projeet manager to acknowledge receipt of goods or work
performed. This Project Manager shall be Guy DeBoer, Coldwell Banker Real Estate,
1201 White Street, Key West, FL 33040 (Tel: 305-766-5832/E-mail:
Quydeboer@yahoo.com). Should there be a ehange in the project manager speeified in
the Grantee's application, a new project manager shall be designated and notice with new
contaet information shall be provided in writing to the TDC administrative office.
Schooner Western Union
FY 2009 Funding
Contract 10#: 515
b) If, and to the extent that, Grantee eontraets for any of the work funded under this
Agreement to be performed or eompleted, Grantee shall give notiee to County of the
eontraetual relationship, provide County with a eopy of any and all eontraets and shall
require the eontractor(s) to eomply with all the terms of this eontraet. Should Grantee
contraet the work and then deerease the seope of work to be performed by a contraetor,
Grantee shall provide County with an amended eontraet exeeuted by Grantee and its
eontraetor.
(i) A Grantee whieh is a governmental entity shall eomply with the procurement
regulations and polieies to whieh it is subjeet, and shall provide Grantor documentation of
the procurement requirements applieable to the projeet and complianee therewith.
(ii) A Grantee which is a not-for-profit entity shall undergo procurement proeesses
for those parts of the projeet to be eontracted (not performed by the entity's employees),
whieh shall, at a minimum, require the aequisition of two written quotes for work expeeted
to be under $25,000 or a notarized statement as to why sueh written quotes were not
feasible, For work expeeted to be $25,000 or more, a eompetitive bid process must be
performed, County proeurement polieies and proeedures may be used by the Grantee as
a guideline.
e) Grantee shall exercise good internal eontrols to assure that the project as deseribed in
the funding application shall be eompleted on a timely basis within the proposed budget
and shall provide to County any eertifications, including those by the architeet, engineer,
eontractor or an independent eonsultant if neeessary, required to establish that materials
whieh are purported to be applied to the projeet are in faet so applied. Further verifieation
shall be required to show that equipment and other fixtures and personal property eovered
by this Agreement are delivered to and installed in the projeet site. When any permit is
required by any governmental ageney, eopies of plans and other documents which are
submitted to the applieable ageney shall be submitted to the County Engineering Division
to enable verifieation that the seope of services under this Agreement has been provided.
d), All work eompleted must be in eompliance with the Sehooner Western Union Historie
Vessel Conveyanee Agreement signed on Oetober 22, 2007 and attaehed hereto as
Exhibit B. The Vessel shall remain within the eorporate boundaries of the City of Key West
for 60% of the year, and shall be made available for public viewing opportunities during
that time. This provision shall survive the expiration of the term of this Agreement for a
period of 10 years.
3. AMOUNT OF AGREEMENT AND PAYMENT. The Grantor shall provide an
amount not to exeeed $405,000 (Four Hundred and Five Thousand Dollars) for materials
and serviees used to repair the property. Reimbursement request must show that Grantee
has paid in full for materials and serviees relating to the segment prior to seeking the 50%
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FY 2009 Funding
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(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 ean be sought after each segment of
the Agreement is completed and signed by the Monroe County Engineering Department as
outlined in 3.a. The Board of County Commissioners and the Tourist Development
Council assume no liability to fund this Agreement for an amount in excess of this award. I
Monroe County's performance and obligation to pay under this Agreement is eontingent/
upon an annual appropriation by the BOCC.
a) Payment shall be made upon the completion of a specific segment as outlined in
the Scope of Services and Exhibit A. Payment for expenditures permissible by law and
County polieies 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, invoiees, caneeled eheeks and
other documentation neeessary to support a claim for reimbursement. 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 neeessary 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 pereentage of completion of the overall
projeet as of the submission. This document should be signed by the projeet architect,
engineer, general eontractor 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 projeet. 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 whieh payment is requested. The application for payment doeument must
be certified through a statement signed by an officer of the organization and notarized,
declaring that representations in the invoiee 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/Contraetor 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 eomplete and submitted to the Grantor:
AlA Document
AlA Document
AlA Doeument
AlA Doeument
AlA Doeument
G-702 Application for Payment Summary
G-704 Certificate of Substantial Completion
G-706 Contractor's Affidavit of Debts & Claims
G-706A Contraetor's Affidavit of Release of Liens
G-707 Consent of Surety to Final Payment (when applieable)
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FY 2009 Funding
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Final Release of Lien or Affidavit and Partial Release of Lien
For projects for which TOC funding under this Agreement is $25,000 or less, the AlA
documentation is not required, but suffieient doeumentation must be submitted to County
to provide similar assurances that the work has been eompleted and contractors/suppliers
paid.
All payment requests must be submitted no later than the completion of project of March
31,2010. Invoices received after March 31, 2010 will not be considered for payment.
b) Ooeumentation shall be submitted to the TOC Administrative Office to show the
receipt and application of in-kind donations of goods, professional services, and materials.
Said doeumentation should include invoices, bills of lading, ete" and be verified as
reeeived and applied to the project through a notarized statement of the project architeet,
engineer, general eontractor or project manager. The reeeipt and applieation to the project
of volunteer labor are to be documented and verified by notarized signature of the project
architeet, engineer, general contractor or project manager, and said documentation
submitted to the TOC Administrative Office. All submissions shall identify the items
included in Exhibit A and grantee shall eomplete 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 architeet, engineer, general eontractor or project manager.
Photographs showing progress on project shall be ineluded in any payment request. The
Projeet Manager shall certify delivery to the projeet site and installation therein of any
goods or services provided other than through an arehiteet, 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 whieh is untrue,
falsified, or otherwise misrepresents the work whieh has been eompleted, paid, or donated
shall eonstitute a breach of agreement, for whieh breach the contract may be immediately
terminated at the discretion of the County, whose deeision shall be final.
c) Grantee must submit all documentation for final payment on or before the termination
date of this grant of March 31,2010. Invoiees reeeived after March 31,2010 will not be
eonsidered for payment.
d) At any time that the documentation requirement polieies of Monroe County are
revised, such as to require annual inventory reports for equipment purchased under a TOC
capital project grant, Grantee shall comply thereafter with sueh inereased 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
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FY 2009 Funding
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property whieh was acquired or improved under this Agreement for the uses and purposes
which qualified the Grantee for tourist development tax funding. Grantee shall eomplete
and sign a Property Reporting Form (provided within paymenUreimbursement package) for
personal property and forward said completed form with the appropriate invoice to the TOC
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 projeet site for so long as the facility is
operated by Grantee, open to the publie, 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 TOC
and SOCC.
(ii) If at any time the Grantee (a) moves the vessel for more than the time limitations
expressed in paragraph 2.d. below and in the attached Conveyance Agreement; (b) eleets
not to continue with or fails to complete the Schooner Western Union Maritime Museum
Refit project as described in the applieation for grant award submitted to the TOC, or
otherwise decides not to plaee into service for tourist-promotion-related purposes the
facility acquired, construeted, or renovated with tourist development tax funding; (c)
demolishes the projeet facility or divests itself of ownership or possession of the real
property; or (d) 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
any and all funding given to Grantee pursuant to this Agreement. This provision shall
survive the termination date of all other provisions of this contraet for a period of ten years.
Should the move, failure to eomplete, demolition, transfer of ownership, or ehange of use
to a non-tourist-promotion related purpose occur after the faeility has been used for tourist-
related purpose occur after the facility has been used for tourist related purposes for at
least three (3) years from the date of this Agreement, 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 eondition.
(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 purehased through
funding under this Agreement.
4. RECORDS AND REPORTS. The Grantee shall keep such records as are necessary to
doeument the performanee of the Agreement and expenses as incurred, and give aecess
to these reeords at the request of the TOC, the County, the State of Florida or authorized
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FY 2009 Funding
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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 aecordance with
generally aceepted 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 exeeption 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 eonjunction with this Agreement; and the County
shall have the right to unilaterally eancel 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, suceessors, and assigns.
6. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the
Grantee is an independent eontractor and not an employee of the Board of County
Commissioners of Monroe County. No statement contained in this Agreement shall be
eonstrued as to find the Grantee or any of its employees, eontractors, 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 exeeution 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, ineluding those now in effeet and hereafter
adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute a
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FY 2009 Funding
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material breaeh of this Agreement and shall entitle the Grantor to terminate this Agreement
immediately upon delivery of written notiee 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~diserimination. Contractor agrees that it will not discriminate against any
employees or applieants 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. Contraetor 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 Contraetor
has any interest, financially or otherwise, in eontractor. For breach or violation of this
warranty, the Contraetor shall have the right to annul this Agreement without liability or, in
its discretion, to deduct from the Agreement priee or eonsideration, the full amount of such
commission, percentage, brokerage or eontingent 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
Projeet.
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, eosts, 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 elaims) arising directly or indireetly 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
insuranee poliey which will insure and indemnify the Contraetor 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 sueh injuries to persons or damage to
property oeeurring during the Agreement or thereafter that results from performanee by
Contraetor of the obligations set forth in this Agreement. At all times during the term of this
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FY 2009 Funding
Contract ID#: 515
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Agreement and for one year after acceptance of the project, Contraetor shall maintain on
file with the County a eertificate of the insuranee of the earriers showing that the aforesaid
insuranee policy is in effect. The following eoverage'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
oecurrenee for bodily injury, personal injury and property damage.
3. Comprehensive Auto Liability Insurance with minimum limits of $300,000
eombined single limit per oeeurrenee.
The Contraetor, the County and the TDC shall be named as additional insured, exempt
workers eompensation. The polieies shall provide no less than 30 days notiee of
caneellation, non-renewal or reduetion of eoverage.
At all times during the term of this Agreement and for one year after aeceptanee of the
project, Contraetor shall maintain on file with the County a eertifieate of insuranee showing
that the aforesaid insurance coverage's are in effect.
e) licensing and Permits. Contractor warrants that it shall have, prior to eommeneement
of work under this Agreement and at all times during said work, all required lieenses and
permits whether federal, state, County or City.
f) Right to Audit. The Contractor shall keep sueh reeords as are neeessary to
document the performanee of the Agreement and expenses as ineurred, and give aecess
to these reeords at the request of the TDC, the County, the State of Florida or authorized
agents and representatives of said government bodies.
9. HOLD HARMLESSIINDEMNIFICATION. The Grantee hereby agrees to indemnify and
hold harmless the BOCCfTDC and the 3406 North Roosevelt Blvd. Corporation or any of
its offieers and employees from and against any and all elaims, liabilities, litigation, causes
of action, damages, costs, expenses (including but not limited to fees and expenses
arising from any faetual investigation, discovery or preparation for litigation), and the
payment of any and all of the foregoing or any demands, settlements or judgments arising
direetly or indirectly under this Agreement. The Grantee shall immediately give notiee to
the Grantor of any suit, claim or aetion made against the Grantor that is related to the
aetivity under this Agreement, and will eooperate with the Grantor in the investigation
arising as a result of any suit, aetion or claim related to this Agreement.
(a) Non-Waiver of Immunity. Notwithstanding he provisions of See. 768.28, Florida
Statutes, the partieipation of the County and the Grantee in this Agreement and the
acquisition of any eommercial liability insurance eoverage, self-insurance eoverage, or
local government liability insuranee pool eoverage shall not be deemed a waiver of
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FY 2009 Funding
Contract 10#: 515
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immunity to the extent of liability eoverage, nor shall any contraet entered into by the
County be required to eontain 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 whieh 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,
1 0, NONDISCRIMINATION. County and Grantee agree that there will be no
discrimination against any person, and it is expressly understood that upon a
determination by a court of competent jurisdiction that discrimination has occurred, this
Agreement automatically terminates without any further action on the part of any party,
effective the date of the court order. County or Grantee agree to comply with all Federal
and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination.
These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352)
which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the
Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686),
which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act
of 1973, as amended (20 USC s, 794), which prohibits discrimination on the basis of
handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107)
which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and
Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis
of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention,
Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health
Service Aet 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 eontingent 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 deduet from
the Agreement price or eonsideration, the full amount of such commission, percentage,
brokerage or contingent fee.
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FY 2009 Funding
ContractlD#: 515
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12. TERMINATION. This Agreement shall terminate on March 31, 2010. Termination
prior thereto shall occur whenever funds cannot be obtained or cannot be continued at a
level sufficient to allow for the eontinuation 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 notiee 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. Sueh 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 eonsidered as a continuing waiver and shall not operate to bar or prevent the
Grantor from declaring a forfeiture for any sueceeding breaeh either of the same eonditions
or of any other conditions. Failure to provide Grantor with certifieation of use of matching
funds or matehing in-kind serviees at or above the rate of request for reimbursement or
payment is a breach of Agreement, for whieh 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 subjeet 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 eonstrued 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
eondueted pursuant to this Agreement shall be in accordance with the Florida Rules of
Civil Proeedure and usual and customary procedures required by the circuit eourt of
Monroe County.
(a) Venue. In the event that any cause of aetion 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 eourt 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 eircumstanee or person) shall be declared invalid or
unenforceable to any extent by a court of competent jurisdiction, the remaining terms,
eovenants, eonditions and provisions of this Agreement, shall not be affected thereby; and
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FY 2009 Funding
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each remaining term, eovenant, eondition and provision of this Agreement shall be valid
and shall be enforceable to the fullest extent permitted by law unless the enforeement of
the remaining terms, covenants, eonditions and provisions of this Agreement would
prevent the aecomplishment of the original intent of this Agreement. The County and
Grantee agree to reform the Agreement to replaee any strieken provision with a valid
provision that comes as close as possible to the intent of the strieken provision.
(c) Attorney's Fees and Costs. The County and Grantee agree that in the event any
eause of action or administrative proeeeding is initiated or defended by any party relative
to the enforeement or interpretation of this Agreement, the prevailing party shall be entitled
to reasonable attorney's fees, eourt eosts, investigative, and out-of-pocket expenses, as an
award against the non-prevailing party, and shall inelude attorney's fees, eourts eosts,
investigative, and out-of-poeket expenses in appellate proeeedings.
(d) Adjudieation of Disputes or Disagreements. County and Grantee agree that all
disputes and disagreements shall be attempted to be resolved by meet and eonfer
sessions between representatives of eaeh of the parties. If the issue or issues are still not
resolved to the satisfaction of the parties, then any party shall have the right to seek such
relief or remedy as may be provided by this Agreement or by Florida law. This agreement
shall not be subject to arbitration.
(e) Cooperation. In the event any administrative or legal proeeeding is instituted
against either party relating to the formation, exeeution, performance, or breaeh 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 aetivities related to the
substanee 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 aet on his behalf any former County offieer or employee in violation of
Seetion 2 or Ordinance No. 10-1990 or any County officer or employee in violation of
Seetion 3 of Ordinanee No. 10-1990. For breaeh 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 purehase priee, or otherwise recover, the full
amount of any fee, commission, pereentage, 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 eompany or person, other than a bona fide
employee working solely for it, to solicit or seeure this Agreement and that it has not paid
or agreed to pay any person, eompany, corporation, individual, or firm, other than a bona
fide employee working solely for it, any fee, commission, pereentage, gift, or other
eonsideration eontingent upon or resulting from the award or making of this Agreement.
For the breaeh or violation of the provision, the Grantee agrees that the County shall have
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FY 2009 Funding
Con tra ctlD#: 515
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the right to terminate this Agreement without liability and, at its discretion, to offset from
monies owed, or otherwise reeover, the full amount of such fee, commission, pereentage,
gift, or consideration.
(a) Covenant of No Interest. County and Grantee eovenant that neither presently has
any interest, and shall not acquire any interest, which would eonfliet in any manner or
degree with its performance under this Agreement, and that only interest of eaeh is to
perform and receive benefits as recited in this Agreement.
(b) Code of Ethies. County agrees that offieers and employees of the County recognize
and will be required to eomply with the standards of eonduct for publie officers and
employees as delineated in Seetion 112.313, Florida Statutes, regarding, but not limited to,
solicitation or aceeptance of gifts; doing business with one's agency; unauthorized
eompensation; misuse of publie position, eonflicting employment or eontractual
relationship; and disclosure or use of eertain information.
17. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been plaeed
on the convieted vendor list following a eonvietion for public entity erime may not submit a
bid on an Agreement to provide any goods or services to a publie entity, may not submit a
bid on a Agreement with a public entity for the construction or repair of a publie building or
public work, may not submit bids on leases of real property to publie entity, may not be
awarded or perform work as a eontraetor, supplier, sub-contraetor, or eonsultant under a
Agreement with any publie entity, and may not transaet business with any public entity in
excess of the threshold amount provided in Seetion 287.017, for CATEGORY TWO for a
period of 36 months from the date of being plaeed on the eonvieted vendor list. By
executing this document grantee warrants that it is in eompliance with this paragraph.
18, AUTHORITY: Grantee warrants that it is authorized by law to engage in the
performance of the activities eneompassed by the projeet herein deseribed. Eaeh 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 eorporate charter (if a eorporation); they
are empowered to aet and contraet for the Grantee, and this Agreement has been
approved by the Board of Direetors of Grantee or other appropriate authority.
19. LICENSING AND PERMITS: Grantee warrants that it shall have, prior to
eommencement 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 foree at its own expense a liability
insuranee poliey whieh will insure and indemnify the Grantee and the Grantor from any
suits, elaims or actions brought by any person or persons and from all costs and expenses
of litigation brought against the Grantee for sueh injuries to persons or damage to property
oeeurring 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
Schooner Western Union
FY 2009 Funding
Contract 10#: 515
12
and for one year after acceptance of the projeet. Grantee shall maintain on file with the
Grantor a eertificate 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 oeeurrence $50.000 property damage,
3. Comprehensive Auto Liability Insurance with minimum limits of $300,000
eombined single limit per oecurrenee.
The Grantee. the Grantor and the TOC shall be named as additional insured. except
workers compensation. The polieies shall provide no less than 30 days notiee of
cancellation. non-renewal or reduction of eoverage.
Grantee shall provide. to the County. as satisfactory evidence of the required insurance.
ineluding the insuranee policy application and either:
. Original Certifieate of Insuranee
or
. Certified copy of the aetual insurance policy
Or
. Certifieate of Insuranee e-mailed from Insuranee Agent/Company to County
Risk Management - Telephone Maria Slavik at 295-3178 for details
(Certificates can be e-mailed directly from the insurance agency to:
Slavik-Maria@MonroeCountv-FL.Gov - The e-mail must state that this is a
certificate for a TOC project and should be forwarded to Maxine Pacini
at the TOC administrative office)
An original certificate or a certified copy of any or all insurance policies required by
this contract shall be filed with the Clerk of the BOCC prior to the contract being
executed by the Clerks office. The Insurance policy must state that the Monroe
County BOCC and Monroe County TOC is the Certificate Holder and additional
Insured for this contract. Insurance should be mailed to:
Monroe County Board of County Commissioners
C/O Risk Management
P.O. Box 1026
Key West, FL 33041
Schooner Western Union
FY 2009 Funding
Contract 10#: 515
13
21. NOTICE. Any notice required or permitted under this agreement shall be in writing
and had delivered or mailed, postage prepaid, to the other party by certified mail, returned
receipt requested to the following:
For Grantee: Guy DeBoer
Coldwell Banker Real Estate
1201 White Street
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
22. CLAIMS FOR FEDERAL OR STATE AID. Contractor and County agree
that eaeh 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 solieitations 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 partieipating entity
from any obligation or responsibility imposed upon the entity by law exeept to the extent of
actual and timely performance thereof by any partieipating entity, in which ease the
performanee 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 eonstitution, 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 enforee or attempt to enforce any
third-party claim or entitlement to or benefit of any service or program eontemplated
hereunder, and the County and the Grantee agree that neither the County nor the Grantee
or any agent, offieer, or employee of either shall have the authority to inform, counsel, or
otherwise indicate that any partieular 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.
Schooner Western Union
FY 2009 Funding
Contract 10#: 515
14
25. ATTESTATIONS. Grantee agrees to execute such doeuments as the County may
reasonably require, to include a Public Entity Crime Statement, an Ethies 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, offieer, 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 aceountability by reason of the exeeution of this Agreement.
27. FORCE MAJEURE. The Grantee shall not be liable for delay in performanee or
failure to complete the project, in whole or in part, due to the oceurrence of any
contingency beyond its control or the control of its eontraetors and subeontraetors,
ineluding war or aet of war whether an aetual declaration thereof is made or not, aet 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
aet of nature (including presence of endangered animal speeies which cannot be timely
removed in a safe manner or any act of any governmental authority whieh prohibits the
projeet from proceeding as described in the scope of services and incorporated references
and which the Grantee has exercised reasonable eare in the prevention thereof.
However, lack of planning for normal and expected weather eonditions for the time of year
the project is to be executed shall not eonstitute an act of God exeusing 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
eircumstanees surrounding the delay in performance or failure to complete the project
within the eontract period. Upon demand of TDC or BOCC, the Grantee must furnish
evidence of the causes of such delay or failure. BOCC shall not pay for any goods
received or services provided after the date(s) described in paragraph 1 and Seope of
Serviees.
28. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any
number of counterparts, eaeh of which shall be regarded as an original, all of whieh taken
together shall constitute one and the same instrument and any of the parties hereto may
exeeute 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.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Schooner Western Union
FY 2009 Funding
Contract ID#: 515
15
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
(SEAL)
Attest: Danny L Kolhage, Clerk
Board of County Commissioners
of Monroe County
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Deputy Clerk May,br/Chairman ~
(CORPORATE SEAL)
Attest
Schooner Western Union Preservation Society, Inc.
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Print Name
Date: \0 \ \S \ OD
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By.
Secretary
Print Name
Date:
OR TWO WITNESSES
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Print Name
(2)
Print Name
Date:
Date:
Schooner Western Union
FY 2009 Funding
ContractlD#: 515
16
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EXHIBIT B
SCHOONER WESTERN UNION
!!li~TOR1C VESSEL CONVEYANCE AGREEMENT
THIS SCIlOONER WESTERN UNION HISTORIC VESSEL
CONVEY ANCE AGREEMENT ("Agreement") is entered into this 22nd day of
October, 2007 ("Agreement Date"), between HISTORIC TOURS OF AMERICA,
INC. ("HT A"), 'vhose principal business address is 201 Front Street, Suite 224,
Key West, Florda 303040 and whose FEIN is 59-2512154, and THE SCHOONER
WESTERN UN[ON PRESERVATION SOCIETY, INC. ("Foundation"), whose
principal businJe;s address is P.O. Box 4379, Key West, Florida 33041 and whose
FEIN is 20-59SB968.
I. RECITALS
A, HI A is a Florida, for-profit corporation which, through various
affiliates and SiU bsidiaries, operates sightseeing tours, themed retail establishments,
and attractions:t hroughout the United States,
B. HTA owns a l30-foot historic "tall ship schooner" Schooner Western
Union ("the Ve ;sel"), free and clear of all liens and encumbrances. A copy of the
Vessel's most '" xently issued Certificate of Documentation and Certificate of
Inspection are .c ttached hereto as Composite Exhibit "A".
C, Th~ Vessel has great historical significance to Key West and the State
of Florida. The~ Vessel was constructed in Key West in approximately 1939 and
was a working s :hooner laying communication cable throughout the Caribbean, It
was one of the last tall ships built in the State of Florida.
0, FrcJm approximately 1997 through 2006, HT A, through its wholly-
owned operatiI1l~; subsidiary, Sehooner Western Union, Inc. ("SWU"), operated the
V essel as a tOUjr st attraction, S WU sailed the Vessel approximately twice daily,
During the sailing experience, guests/passengers hoisted sails and partook in a
vintage histori4:,J tall ship sailing cruise,
E. Om or about August 5, 1997, by virtue of Resolution No. 97-301, the
City of Key W{J~;t designated the Vessel as the Official Flagship of the City of Key
West. A copy.:fthat Resolution is attached hereto as Exhibit "B",
F. Foundation is a Florida-chartered not-for-profit corporation, whose
mission is to ad vance and protect historical aspects of the Florida Keys.
Foundation has applied to the Internal Revenue Service ("IRS") for 501(c)(3)
status and is awaiting an IRS determination on that application,
G, FG)Jndation specifically acknowledges that the Vessel is of historical
significance to he State of Florida, the Florida Keys, and Key West in particular,
2
H. Gl ,en its historic vintage, maintenance costs for the Vessel are
significant. Be.:ause they are "for-profit" entities, neither HT A nor S\V1J are able
to secure and 01: tain grant and public funding for maintenance of the Vessel.
1. G[\'en the Vessel's historical significance to the State of Florida, the
Florida Keys, and Key West in particular, and given the Foundation's mission to
restore, maint3lin and operate the Vessel in imparting the Vessel's history and
education to all who view and sail her, HT A desires to give the Vessel to the
Foundation as a gi ft under the conditions outlined in this Agreement.
II. CONVEYANCE AGREEMENT
A. HI A agrees to donate to the Foundation, as a gift, and the Foundation
agrees to accept from HT A, as a gift, the Vessel, free and clear of all liens and
other encumbrtl.J1ces, except as may be expressly outlined herein. The Foundation
agrees to cooperate with HT A in any manner reasonably requested by HT A to
maximize any e.:onomic and/or tax benefit to be realized by HT A as a result of
HT A's gift oHiLe Vessel to the Foundation as contemplated herein,
B. Th ~ Foundation expressly acknowledges that HT A makes no
representation~ Jr warranties whatsoever regarding the condition of the Vesse!. In
fact, upon infar nation and belief, HT A believes that the Vessel needs significant
3
repair work in order to be seaworthy (see Composite Exhibit "A"). Hence, the
Foundation agr~es to take the Vessel "AS IS - WHERE IS."
C, Tlll: Vessel is currently moored at the Historic Seaport pursuant to a
quasi-Sub-Leasc Agreement between SWU and the owners of the Schooner Wharf
Bar. Upon infe'Jmation and belief, the owners of the Schooner Wharf Bar lease the
mooring area from the City of Key West, and, then sub-lease the mooring area to
SWU. The FOLl 1dation acknowledges that the Foundation shall aequire mooring
space for the Vessel either where the Vessel is currently moored or elsewhere
within the City of Key West.
III. FOUNDATION COVENANTS
A, F(nmdation expressly covenants and acknowledges that material
provisions of th: conveyance contemplated herein is the Foundation's agreement
to:
(I) at Foundation's sole cost and expense (including any grants,
loans, or gifts acquired by the Foundation) take all reasonable
and necessary steps to renovate the Vessel so that same is
seaworthy and fully operational in every respect;
4
(2) once the Foundation renders the Vessel seaworthy, operate the
Vessel as a functioning vessel within the waters of Key West;
and
(3) permanently moor and operate the Vessel in Key West.
B. Fo Indation expressly covenants and warrants as follows:
(I) within 180 days from the Agreement Date, Foundation shall, at
Foundation's sole cost and expense (including any grants, loans
or gifts acquired by the Foundation), take all reasonable and
necessary steps to renovate the Vessel, so that same is
seaworthy and fully operational as a commercial passenger
vessel in every respect;
(2) once the Foundation renders the Vessel seaworthy, the
Foundation, at the Foundation's sole cost and expense, shall
obtain and maintain all required licenses and appropriate
approvals from any and all governmental entities to operate the
Vessel as a commercial passenger vessel and the Foundation
shall operate the Vessel as a functioning vessel in the waters of
Key West in perpetuity;
5
(3:, the Vessel will be permanently moored in Key W est~
(4'1 the Foundation shall, within ninety (90) days of the Agreement
Date, obtain 501 (c )(3) status~
(5) the V esse I shall not sail more than six and one-half (6-1/2)
miles outside the corporate boundaries of the City of Key West
with the exception of sailings for V essel maintenance~
(6) all Vessel maintenance shall occur within the United States~
(7) no Vessel maintenance (including the initial Vessel renovation)
shall take more than ninety (90) days, and, upon completion of
all such maintenance, the Vessel shall return directly to Key
West. The above notwithstanding, said ninety (90) day
limitation shall not apply for extraordinary repairs or
unforeseen events and acts of God;
($: the Vessel shall be operated (i.e. for a minimum of 275 days
each year excluding time the vessel is out of service of
maintenance and repairs) primarily for public use (i.e. ticketed
sales);
6
(9~ the Vessel shall not be used for pleasure sails by the
Foundation's officers or board of directors;
(10) the Vessel shall return to berth each day and shall not be used
for overnight charters; and
(l t) at all times that Foundation, or any assignee of Foundation,
owns or controls the Vessel, at least 2 out of the initial 9
member board) of the Foundation's (or any assignee entity's)
board of directors shall be composed of HT A appointees, In
the event that the board shall ever be expanded, then in that
event HT A shall be awarded one board position for every 5
appointments (20% of all appointments).
C. If, it any time after the conveyance outlined herein, Foundation
receives a bon(l (ide offer from a potential transferee of the Vessel, or Foundation,
itself, makes a !~ona fide offer to a potential transferee of the Vessel ("Offer"), then
Foundation, wii.thin three (3) days of either the Foundation's receipt or making of
the Offer, shal~ provide to HT A a photocopy of the Offer including~ but not limited
to, all essential .enns related to the Offer (collectively, "Offer Package"), HT A (or
its assigns) shall then have fifteen (15) days from HTA's receipt of the Offer
Package in whIch to evaluate the Offer Package and, HTA (or its assigns) may
7
exercise the Offer in the stead of the Offer's initial transferee. During this fifteen
(15) day evalualion period, Foundation shall promptly respond to all reasonable
inquiries from )- [T A (or its assigns) regarding the Vessel, the Offer Package, and
any other inforlllation within the purview of Foundation to assist HT A in
evaluating the (iffer. Within three (3) days after the expiration of the fifteen (15)
day evaluation ,[,eriod, HT A (or its assigns) shall notify Foundation, in writing, as
I
to whether HTA (or its assigns) wishes to exercise its covenanted right of first
refusal hereunder. If HT A (or its assigns) chooses not to exercise HT A's right of
first refusal (Olf, if HTA fails to respond within three (3) days after the expiration of
the fifteen (IS) day evaluation period), then Foundation shall be free to convey the
Vessel to the initial transferee pursuant to the terms of the Offer, and this
covenanted rigllt of first refusal will be of no further force and effect; however, all
other covenan1$ outlined herein shall remain in full force and effect.
D. Th,~ parties specifically acknowledge and agree that the Foundation's
breach of any p.' the covenants outlined in this Section III shall result in irreparable
harm to HT A, '~'hich harm cannot be remedied by money damages. Therefore, the
Foundation exp 'essly agrees that, if the Foundation breaehes any of the above-
referenced cOVI~nants, HT A (or its assigns) shall be entitled to (in addition to any
other remedies available at law or in equity) injunctive relief, mandatorily
enjoining the Foundation to perform the covenants as expressly agreed herein.
8
E. Ea;h of these covenants, including HT A's right of first refusal
outlined in Se~;tlon III(C), above, shall survive the closing and shall be covenants
"running with the Vessel."
IV. CLOSING LOGISTICS
A. Th~ closing shall take place within thirty (30) days of the date of this
Agreement at a closing agent, time and place to be selected by HT A. HT A shall
provide notice -:) the Foundation as to the closing time, date and place.
B. AN Vessel transfer costs associated with closing shall be borne by
HT A, and all otler costs shall be borne by the Foundation,
V. MISCELLANEOUS
A. Etcept as provided in Article II(A), above, eaeh party is responsible
for its own taxconsequences arising from this Agreement.
B. EA2H PARTY AGREES TO WAIVE A JURY TRIAL ON ANY
DISPUTE ARJSING UNDER THIS AGREEMENT AND EACH PARTY
AGREES TO HAVE ANY DISPUTE HEARD BY THE COURT WITHOUT A
JURY,
C. Ex~ ept as specifically outlined herein, no party shall be deemed an
agent, employee partner, etc. of the other party by virtue of this Agreement.
9
D. Fc;] the purposes of interpreting any ambiguity arising under this
Agreement, no party shall be considered the "drafter" of same.
E. In lhe event of any litigation resulting from this Agreement, the
prevailing party shall be entitled to the recovery of reasonable costs and attorneys'
fees from the nen-prevailing party,
F, All parties acknowledge and agree that, notwithstanding any provision
of maritime la,," to the contrary, in the event of any dispute arising under this
Agreement, thtt ,ole jurisdiction for any such dispute shall be in Monroe County,
Florida, and Flo ida law shall govern any such dispute.
G. FdH.ndation specifically acknowledges that, unless expressly outlined
in this Agreern~:l1t, HT A, SWU, or their agents, make no warranties whatsoever
with regard to lJ e Vessel or any other portion of the transaction hereunder. Any
and all negotiati )ns, statements, or representations preceding this Agreement
(whether oral or written) shalI be considered merged into this written Agreement.
No change, alteration, revision or amendment to this Agreement shall be effective
unless reduced ':.) wri ting and signed by both parties.
H. All notices required hereunder shall be provided as follows:
10
To the F.~undation:
The Schooner Western Union Preservation
Society, Inc.
c/o Theo Glorie
P.O. Box 4379
Key West, Florida 33041
To HTA:
Historic Tours of America, Inc.
c/o Ed Swift, III, President
20 I Front Street, Suite 224
Key West, Florida 33040
Either palty may change the designation outlined in this provision by
providing writt.~n notice to the other party.
If HT A bc:comes a non-viable entity and fails to provide the notice of change
as contemplate/G) herein, all notices hereunder due to HT A shall be sent to:
Historic Florida Keys Foundation, Inc.
5 I 0 Gre~] Ie Street
Key WeJJ1, Florida 33040
VI. ATTORNEY REPRESENTATION
The Fou~:dation acknowledges, covenants, agrees and represents that the
Foundation has .;onsulted independent legal counsel, and there have been no legal
representations made by Edwin A. Scales, III upon which the Foundation has
relied. Each p~l!r ty acknowledges, covenants, agrees, understands, and represents
that Edwin A. E" ;ales, III, has acted as counsel solely for HT A, and that no party to
II
this Agreement other than HT A) has relied in any way) shape or form on any
representation .~ y Edwin A. Scales) III) in this transaction, or any related
transaction. HTA expressly acknowledges that Edwin A. Scales) III has provided
no tax advice whatsoever regarding the conveyance contemplated herein. HT A
further acknowledges and represents that HT A has sought independent tax advice
regarding the proposed transaction.
XI. SIGNATURES
HISTORIC TOURS OF AMERICA) INC.
~~~"'-~ ~~
Print Name: E ~"-i ; I>oJ U' SC4.,.'.f+ ~
Title: r? ( t.5 id e...; +-
Date: I c/ Z"l. ( %0. .,
THE SCHOONER WESTERN
PRESERVATION SOCIETY) INC.
By'
Prin
Title:
Date:
12
EXHIBIT A
\
Oqldl1m~nt (If Hnnwland S~cuntJ
Cnited States Coa!it Guard
Certificate of Inspection
.\ l::ST!:R\' l\,ION
Page: or:;
Certification Date:
03Ju1200X
,I TOPSAIL AND JIB TOPSAIL FROM THE FULL SAIL CONDITION.
II '.-lATCH PATROL SERVICE TO BE PROVIDED BETWEEN THE HOURS OF 10: 00 PM ANI) 6: 00 AM WHEN
!I PASSENGERS ARE ON BO.lUID,
:1
Ii THE MINIMUM NUMBER OF CHILD-SIZE LIFE PRESERVERS REQUIRED IS NINE (9.. ADDITIONAL CHILD-
r SIZE LIFE PRESERVERS SHALL BE PROVIDED AS NEEDED FOR THE VESSEL TO Hl.:E AN APPROVED LIFE
i PRESERVER SUITABLE FOR EACH CHILD ON BOARD,
I
Ii
---Bull EX&m8---
Exam Type
Drydock
Wood Hull Fastener
Wood Keel Bolt
Next Exam
30Apr2010
30Apr2013
29Nov2009
,;
'i ---Litesaving Equipment---
Ii Number
II' Total E:q1..:"-pment, =,:l:t'"
IT' fe' '" t ,~ ~ .,
! ...1. ova s: lo~a., 0
I Lifeboats/Pert;. 0
LifeboatsiStarbdJ* 0
Motor Lifeboats* 0
Lifeboats W!Radio* 0
Rescue Boats/Platforms 0
Inflatable Rafts 2
Life Floats!E~oyant App 1
---Pire Fighting Equipment---
Number of Fireman Outfits! 0
*Hose information*
Qty Diameter
2 1.5
Length
Other
Last Exam
04Apr200a
04Apr2008
29Nov2004
Prior E:Kam
2 9Nov2 C )4
Persons
83 Life Preservers (Adult)
o Life Preservers (Child)
o Ring Buoys (Total)
o With Lights*
o With Line Attached*
o Other*
o Immersion Suits
40 Portable Lifeboat Radios
8 Equipped with EPIRB?
(* included in totals)
Number of Fire Pumps/ 3
Required
:}J
:}
]
1
1
1
()
l)
'res
*Fixed Extinguishing Systems*
Capacity Agent Space Protect,~d
79 Halocarbon (Formerly: FM 200, FE241) Engineroom
* Fi re
Qty
1
5
Extinguishers. Hand portable and semi-portable.
Class Type
8-I
B-II
***END*..
:)'1'1 ,.t!<<q,,'\oH I :.,i't,s (1."-4tl~n.";:-.!'.'>l',:1
, ",:H ~...' -' ~
'l".,enIT:C,
I Explrati
IMO Nl.
United States of America
Oepartment of Homeland Security
United State. Coast Guard
Certificate of Inspe(
\'est@- Narr.
Of'* c a~ r-.-Jj"!'I:'~
C.ij 5",
WCZ6537
WESTERN UNION
238443
Ha,:,r'i! Port H", ~tat'l.! HO'M~jpO'~'
KEY WEST Wood 220
FL
I,aC@ BllI" o.'he!) Oat. Oatf' o(e4!'! l a~ Ct'C$S T-y's ",""et "1"'::,,,,'!.
KEY WEST FL, UNITED STATES 15Dec1939 ~.91 R-72
" ,.
Dw,., Ope/atar
THE SCHOONER WESTERN UNION THE SCHOONER WESTERN UNION PRI
PRESERVATION SOCIETY INC SOCIETY INC
1201 WHITE ST SUITE 101 1201 WHITE ST SUITE 101
KEY WEST. FL 33040 KEY WEST, FL 33040
UNITED STATES UNITED STATES
This vessel must be manned with the following licensed and unlicensed personnel. Inclu
o certified IIfeboatmen 0 certified tankermen 0 HSC tvoe ratlna. and 0 GMDSS CDerate
1 Master o Master & 1 st Class pilot o RadIo Officer( s) o Chief E
o Chief Mate Mate & 15t Class Pilol o Able Seamen/ROANW o 1 5t As~
o 2nd Mate/OICNW Lic. Mate/OICNW o Ordinary Seamen o 2nd As
3rd Mate/OICNW 1 sl Class Pilol 4 Deckhands 3rd AssI
i LIC Eng
In addition, thiS vessel may carry 27 passengers, o other persons in crew, 0 persons In additi
s allowed: 33
Route Permitted and Conditions of Operation
---Lake., Bays, and Sounds plus Limited Coastwise---
ATLANTIC OCEAN AND GULF OF MEXICO BETWEEN CAESAR CREEK, KEY WEST AND
RIVER) , FLORIDA, NOT MORE THAN TWENTY (20) MILES FROM A HARBOR OF SA
MORE THAN THIRTY THREE (33) TOTAL PERSONS,
IF THE VESSEL IS AWAY FROM THE DOCK, OR PASSENGERS ARE ON BOARD OR H
VESSEL, FOR A PERIOD EXCEEDING 12 HOURS IN ANY 24 HOUR PERIOD, AN AL
PROVIDED.
WHEN OPERATING DURING DAYLIGHT HOURS ONLY, THE VESSEL MAY CARRY NOT
(77 ) PASSENGERS, PROVIOED THAT THE APPROVED SAIL PLAN IS REDUCED TO
".SEE NEXT PAGE FOR ADDITIONAL CERTIFICATE INFORMATIOWh
.
With this Inspection for Certif cation having been completed at Key West, FL. the Officer In Chaf ~
West, Florida certified the vessel, In all respects, IS in conformity with the applicable vessel In,;pel;
reaulations orescribed thereunder.
=.
Annual/PeriodiclQuarterlv Reinspections This certif~te)s8ueq. by: :.
Date Zone NP/Q Signature (-/,/,,/' -.. .
" . . "
- - - . M L. HERRING. LCDF-, l,lSCG'~
- - - . l)fflcer ,r- ":I<arll~' ~Jar."~ In, f
- - - - Key West, Flonda
-
. - . . ' ",;r-ecton Z":. ltl
.
CuP! ,,I Ho,",<"t :;.1< _~SCG C.,:o.841 'Rtt'l .:~OO('1-;,;.'
I .on UClltl U.:l .JUI ~UUO
:11 Date: 03 Jul 2013
r-ber
-(ion
-
S.r.;,ce
Passenger {Inspected) I
..
?ropul'S.cn
Auxiliary Sail
n
:W' Length
R-86 8
I,
-.
:SERVATION
-
tltd in which there must be
.,'...
r glneer QMED/Rating
I Engr/2nd Engr. o Oilers
; Engri3rd Engr. 1 AUX SL
:ngr
:
Jrl to crew, and no others. Total
:
I
eVERGLADES CITY (LOPEZ
S REFUGE, CARRYING NOT
,\IE ACCESS TO THE
'?:RNA TE CREW SHALL BE
;'ORE THAN SEVENTY SEVEN
:K,CLUDE THE MAIN
19, Manne Inspection. Key
'ion laws and the rules and
:
\I Direction
.
: "or
:
t
:'....e ~..- _'11',0' Ii'
.;;; !" ~U'J "11 ,-,:'
'.:' . .'" ., . . .' ...'., qM8~PPRqVgo
ED STATES OF AMERICA' 211HIJ'6.
YES
DEPTH
DEPARTMENT OF HOMELAND SECURITY
UNITED STATES COAST GUARD
NA TIO~AL VESSEL DOCUMENTATION CE~TER
CERTIFICATE OF DOCUMENTATION
OFFICIAl NUMBER
238443
HUll MATERIAl
WOOD
IMO OR OTHER NUMBER
GE
LENGTH
72 NRT
86.8
ER
HISTORIC TOURS OF AMERICA INC
OPERATIONAl ENOORSEM NTS
COASlWlSE
REGISTRY
REeREATlON
MANAGING OWNER
HISTORIC TOURS OF AMERICA INC
201 FRONT STREET SUITE 224
KEY WEST. FL 33040
THIS CERTIFICATE ~IRES
Dr:CEMaER 31. 2007
CJ-~ ttJ~
DIRECTOR. NATIONAL VESSEL DOCUMENTATION CENTER
PREVIO!:S EDITIO:\ OBSOLETE fHIS (TRTlf'WA IF \1.1.\1 ",)T r{~\1 JrlHn
23,4
~
'it
,~
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6.7
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: March 17,2010
Division: Countv Administrator
Bulk Item: Yes
No X
Department: County Administrator
Staff Contact /Phone #: Abra Campo/ext. 4445
AGENDA ITEM WORDING: Announcement of one vacant position on the Tourist Development
Council District III Advisory Committee for an "At Large" appointment.
ITEM BACKGROUND: This position is being advertised due to the end of term for DAC III
member Ms. Marilyn Tempest.
PREVIOUS RELEVANT BOCC ACTION: On September 8, 1999, the Board of County
Commissioners passed on Ordinance No. 038-1999 providing for the appointment of "At Large"
members to the TDC District Advisory Committees by the Board of County Commissioners
CONTRACT/AGREEMENT CHANGES:
STAFF RECOMMENDATIONS: No action at this time
TOTAL COST:
o
INDIRECT COST:
o
BUDGETED: Yes _No
DIFFERENTIAL OF LOCAL PREFERENCE:
COST TO COUNTY:
SOURCE OF FUNDS:
REVENUE PRODUCING: Yes
AMOUNTPERMONTH_ Year
No
APPROVED BY: County Atty _ OMB/Purchasing _ Risk Management _
DOCUMENTATION:
Included
X
Not Required_
DISPOSITION:
AGENDA ITEM #
Revised 7/09
The
Floridd Keys
& Key ~~Le.
. ..
MONROC COUNTY TOumT DfV,lOPM,NT COU~CIl
DATE:
March 1,2010
TO:
Mr. Roman Gastesi, County Administrator
FROM:
Kelly Payne, Administrative Secretary
Monroe County Tourist Development Council
RE:
DAC III 'AT LARGE' VACANCY
Please announce the following District III Advisory Committee "At Large" Vacancy at the
March 2010 BOCC Meeting. This position is being advertised due to the end of term for Ms.
Marilyn Tempest.
DISTRICT III ADVISORY COMMITTEE
From the West End of the Seven Mile Bridge to the Long Key Bridge
of the
MONROE COUNTY TOURIST DEVELOPMENT COUNCIL
Has an opening for an
"At Large" representative - Any resident who is not directlv involved in a tourism business
and who shall represent the general public and shall live or work within the tax collection
district for which they are applying. (The operative word within this description is directlv.
This word means someone who is not in business nor whose business or economic activity
are dependent upon tourists).
Any person wishing to participate on the District III Advisory Committee of the Monroe
County Tourist Development Council within the district so noted above, may request an
application from the Administrative Office by calling (305) 296-1552 and submit an application
to the address shown below:
Department DAC
Monroe County Tourist Development Council
1201 White Street, Suite 102
Key West, FL 33040
Fax #: (305) 296-0788
Deadline for receipt of application at the above address is Friday MARCH 26, 2010 at 5:00
p.m. A resume may be attached to the application.
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: March 17,2010
Division: Countv Administrator
Bulk Item: Yes
No X
Department: County Administrator
Staff Contact /Phone #: Abra Campo/ext. 4445
AGENDA ITEM WORDING: Approval of one "At Large" appointment to the Tourist Development
Council District I Advisory Committee.
ITEM BACKGROUND: This position was advertised due to the vacancy resulting from the
resignation of Mr. Philip Hogue.
Applicants are: Mr. Justin Seguin
Mr. Laird Ueberroth
Mr. James E. Wilson
PREVIOUS RELEVANT BOCC ACTION: On September 8, 1999, the Board of County
Commissioners passed on Ordinance No. 038-1999 providing for the appointment of "At Large"
members to the TDC District Advisory Committees by the Board of County Commissioners
CONTRACT/AGREEMENT CHANGES:
STAFF RECOMMENDATIONS: Approval of an appointment.
TOTAL COST:
o
INDIRECT COST:
o
BUDGETED: Yes _No
DIFFERENTIAL OF LOCAL PREFERENCE:
COST TO COUNTY:
SOURCE OF FUNDS:
REVENUE PRODUCING: Yes
AMOUNTPERMONTH_ Year
No
APPROVED BY: County Atty _ OMB/Purchasing _ Risk Management _
DOCUMENTATION:
Included
X
Not Required_
DISPOSITION:
AGENDA ITEM #
Revised 7/09
The
Floridd Keys
& ~ey ~~~o~ dre@
.. .
MONWE COU~TY TOURIST DEVELOPMENT COU\Cll
DATE:
March 1, 2010
TO:
Mr. Roman Gastesi, County Administrator
FROM:
Kelly Payne, Administrative Secretary
RE:
DAC I 'AT LARGE' VACANCY
Please bring forward the attached District I Advisory Committee "At Large" applications
to the March 2010 SOCC meeting.
This position was advertised to replace DAC I Member, Mr. Philip Hogue who resigned.
DISTRICT I - Encompasses the City Limits of Key West
"At Large" representative - Any resident who is not directlv involved in a tourism
business and who shall represent the general public and shall live or work within
the tax collection district for which they are applying. (The operative word within
this description is directlv. This word means someone who is not in business nor
whose business or economic activity are dependent upon tourists).
Applicants are:
. Mr. Justin Seguin
. Mr. Laird Ueberroth
. Mr. James E. Wilson
Approval of one (1) applicant is requested.
If you should have any questions, please do not hesitate to contact our administrative
office at 296-1552.
u'- '-~ -'-ILl U.L. -.~.t" ":;:J .
APPLICATION
DISTRICT
ADVISOR'V COMMITTEE (OAC)
LODGING INDUSTRY - shall be owners or operators/managers of motels, hotels
recrestiorlal vehicle parks or other tourist accommodations which are subject to bed tax
In 1he tax collection district for which they are applying
l
TOURIST-RELATED BUSINESS -shall be persons involved in business which is
interdependent upon 1he tourist industry who have demonstrated an interest In tourist development
but who are not owners, operators/managers of motels, hotels, recreational vehicle parks and
other tourist accommodations and whose business is in the tax collection district for which they
are applying
x
AT LARGE ~ Any resident who is not directJv Involved in a tourism business and
who shal represent the general public and shall live or work within the tax collection district for which
they are applying (The operative word within this description is directly. This word means someone
who is not in business, nor whose business or economic activity are dependent upon tourists).
Justin Seguin
NAME~
WORK ADOR~~ 5450 MacDonald Ave., Suite #5
Key West, FL 33040
HOME ADDRESS: 1209 #3 VirQinia Street
Key West, FL 33040
WORK PHONE: (305) 320-0200 HOME PHONE:
(305 ) 923-1993
FAX NO:
(305 ) 320-0201
E-MAIL: iustin@enqage-communications.net
Current Emplovment:
IErgage Communications, Inc.
EmDlovrnent Historv:
Aqua Nightclub
Key West Realty, Inc. & Historic Hideaways, Inc.
ProtectIon Plus 01 the Ronda Keys
Engage Communications, Inc.
OraanizationlMembershiD Affiliation/s1:
Key West Business Guild
Key West Chamber of Commerce
Key West Innkeepers Association
2
716106
U~ ~~ ~u U~.~~r ~~.
Brief summa as to Ol.lr ualifications to serve this committee:
I have been the Network Administrator & Customer Senlice Manager ior Engage Com munications for the past three years and
have specific expertise in marketing using new technologies Iilee smart phones, social media, and tools like webcams. Be~ore
moving to Key Wast, I worked for a web design, hosting and telephone company.
Since moving to Key West eight years ago, I worked for a vacation rental management company for three years and was
irwolved with management, reservations, and marketing. I have spent two years working in the service industry as a bartender.
There are few experiences that help a person understand the tourism industry better than working on the front lines dealing with
tourists everyday. Over the past five years, I have worked as a volunteer for several Key Wast 8usiness Guild events, and
regularly attend Key West Business Guild, Key West Innkeepers Association, and Lodging AssociatIon networking events. 1 have
volunteered at tr,e mc booth at $:. Petersburg Fride for the past two yes-s and worked wi;h TOe sales staff to promote Key
est at this event.
One of tt1e most important qualifications to serve on a District Advisory Committee as an At-Large Representative is tc
demonstrate a'1 understanding that there is no part of our economy that is completely disconnected from tourism and that we all
have a strong interest In the health of the tourism sector. It is a simple fact tha: every single Key West resident pays less in both
property and sales taxes because the lodging industry is the largest property taxpayer and tourism-related sales :axes make up
half of all receipts. Because of the tourism-based economy, there are jobs far "iIltary spouses. Our quality of life is dramatically
improved because of the dining and cultural resources that are here because of tourism. Because of these quality of life
resources, Key West has become an attractive place for retirees and second-home owners who bring in a lot of out of country
revenue. Being an At-Large Representative does not mean being blind to the reality that tourism is ar'l important part of all of our
lives and economy. We all have a stake in this.
Date: -Enter Date-ll/S!.2'J JO
APPLICATION TO BE RECEIVED NO LATER THAN 5:00 P.M., I Fridav FEBRUARY 26.2010
IMPORTANT:
Applicant will be notified by phone or email that Ibe application has been received by our office. If the
aeDlica"t does not receive no1ification, it is his'her reseonsibilitv to contact the TDC office to confinn receipt.
MONROE COUNTY TOURIST DEVELOPMENT COUNCIL
1201 White Street, Suite 102
Key West, Florida 3304.0
(305) 296-1552 (telephone)J(305) 296..()788 (lax)
3
716/06
DISTRICT
I
I
I X I
NAME:
WORK ADDRESS:
HOME ADDRESS:
WORK PHONE:
FAX NO:
APPLICATION
I
ADVISORY COMMITTEE (OAC)
F B 2
LODGING INDUSTRY ~ shall be owners or operators/managers of motels, hotels
recreational vehicle parks or other tourist accommodations which are subject to bed tax
in the tax collection district for which they are applying
TOURIST ~RELA TED BUSINESS - shall be persons involved in business which is
interdependent upon the tourist industry who have demonstrated an interest in tourist development
but who are not owners, operators/managers of motels, hotels, recreational vehicle parks and
other tourist accommodations and whose business is in the tax collection district for which they
are applying
AT LARGE - Any resident who Is not directlv involved in a tourism business and
who shall represent the general public and shall live or work within the tax collection district for which
they are applying (The operative word within this description is directly. This word means someone
who is not in business, nor whose business or economic activity are dependent upon tourists).
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Signature:
Date:
-Enter Date-
~;f'Z~C
APPLICATION TO BE RECEIVED NO LATER THAN 5:00 P.M., I
Friday FEBRUARY 26, 2010
IMPORTANT:
Applicant will be notified by phone or email that the application has been received by OUT office. If the
a Iicant does not receive notification, it is his/her res onsibillt to contact the TDC office to confinn recei t.
MONROE COUNTY TOURIST DEVELOPMENT COUNCIL
1201 Vllhlte Street, Suite 102
Key West, Florida 33040
(305) 296~1552 (telephone}/(305) 296~0788 (fax)
3
7/6/06
~
..i
..1
LURA
Laird Ueberroth, RA & Associates Architect
Key West, FL 33040
February 21,2010
Department DAC
Monroe County Tourism Development Council
1201 White St., Suite 102
Key West, FL 33040
Subject: District I Advisory Committee
Dear Council:
Attached is my application to participate on the subject council. I have been a permanent resident
of Key West since 2004. I began practicing architecture in Key West in 2003, and prior to
relocating permanent1 y had vacationed regularly in Key West since 1994. My very first
experience of Key West, was as a cruise ship tourist.
My evolution from casual tourist to permanent resident is recent enough that I can offer firsthand,
from memory, the stages and experiences of the process. As a citizen of our city I can also speak.
from the perspective of one who values the lifestyle our city offers and who wants to see our city
vibrant but preserved. I understand the dichotomy generated by striving to meet the interests of
Key West residents and the desires of our tourists. I am sure it is not the goal of the Tourist
Development Council to turn every tourist into a permanent citizen, but I believe the fondness for
the Key West Experience, engendered in my wife and I, by our vacation experiences, and which
led to our continuing return and eventual relocation is an admirable goal for the counciL It is also
one that can be met in balance with the needs and desires of our citizens.
I am fully vested in Key West, having purchased properties here, both as my primary residence
and as investments. I own and operate my architectural practice in Key West, and am the owner
of a construction company, Environmental Construction Services, Inc. (ECS), which has and
continues to contract with the City of Key West through the Port Authority and the Caroline
Street and Bahama Village Redevelopment Authority (CRA). I understand that tourism is the
engine that drives the economic health of Key West, and always will be.
Key West needs a vibrant tourist industry now, more than ever. The world ha<; changed since I
was a tourist, Key West needs to change with it or may suffer consequences it does not desire.
Crafting a vision that reinforces and enriches the positive aspects of Key West as a tourist
destination while remaining sensitive to the impact the realization of this vision will have on the
residents, the environment and the fabric or our community is a daunting but achievable
challenge. One I would like to help perfect
Please consider my application for participation on the District 1 Advisory Committee.
Si~. 'ere~y y. ou ~;~ J.
La d Uebe t~. ,
','....-
---------'
For more Information you may contact:
LairdU@BeUsouth.net
lei
I2i
laird Ueberroth, RA a Assoc.
172.9 Seminary St., Key West, 33040
305.295.2926 or
305-849-9076
APPLICATION
D lE@~ltW~~
lli FEll 2 3 2010 ~
DISTRICT
I
ADVISORY COMMITTEE (DAe)
LODGING INDUSTRY - shall be owners or of motels, hotels
recreational vehicle parks or other tourist accommodations which are to bed tax
in the tax collection district for which they are applying
TOURIST -RELATED BUSINESS - shall be persons involved in business which IS
interdependent upon the tourist industry who have demonstrated an interest in tourist
but who are not owners, of recreational vehicle and
other tourist accommodations and whose business is in the tax collection district for which
are applying
x
A T LARGE - Any resident who is not directlv involved in a tourism business and
who shall represent the general public and shall live or work within the tax collection district for
they are applying (The operative word within this description is This word means someone
who is not in business, nor whose business or economic upon
James E, Wilson
NAME:
WORK ADDRESS: Appraisal Co of Key West
3229 Flagler Ave, Suite 101, Key West, FL 33040
HOME ADDRESS: 27 Evergreen Ave, Kev Haven
Kev West, FL 33040
FAX NO:
( 305 ) 296-4568
(305 ) 296-0493
HOME PHONE:
(305 ) 292-9543
WORK PHONE:
E-MAIL:
2
Briaf as to vour auaUficatioos to sarva on this
I have been a resident of Key West and most recently Key Haven for the past 17 years and have been fortunate to work at and
later own the Appraisal Co. of Key West which IS the largest commercial appraisal firm in Monroe County. My office IS located in
Key West. f believe that my extensive knowledge of real estate within Key West and the Flonda Keys can be a benefit to the
District 1 Advisory Committee. Furthermore, my involvement in the Key West Chamber of Commerce and Rotary have led to
greater insight on a variety of local business issues and concerns.
./-}
. ~~/~/ // ~ ";'''/./ /J'.
SIgnature: · I. ~
//
.::;/.
Date:
February 22, 2010
APPUCATION TO BE RECEIVED NO LATER THAN 5:00 P.M., I
Friday FEBRUARY 26, 2010
IMPORTANT:
Applicant wiff be notified by phone or emall that the application has been received by our office. If the
a licant does not receive notification, it is his/her res nsibili to contact the TOC office to confirm recei t.
MONROE COUNTY TOURIST DEVELOPMENT COUNCIL
1201 White Street, Suite 102
Key West, Florida 33040
(305) 296-1552 (telephone)/(305) 296..0788 (fax)
3
7/6106
PROFESSIONAL OllALlHCA TIONS
.JAMES E. WILSON, III
James E. Wilson has been it resident of South Florida since 1976. His education includes a
Bachelor of Science in Business Administration with a Major in Economics from the UniversIty
of Florida, 1987-1991. His experience in the real estate industry began in early 1992 as a
residential real estate appraiser in Pompaoo Beach. Florida. He appraised a wide variety of
single and multi-family residential properties in Dade. Broward, and Palm Beach counties over
a two-year period. In the search of advancement and challenge. James Wilson moved to the City
of Key West, Monroe County. Florida in order to obtain experience and practice commercial real estate appraisal valuation
techniques in a demanding and somewhat unique market area. Over the past 17 years James has been exposed to a wide-range
of appraisal projects, including highest and best lIse studies. complex property appraisals. and wetland and environmentally
sensitive valuations including transferrable development rights. His appraisal experience includes financial and investment
analysis, appraisal review. feasibility and planning analysis, as well as market research and analysis. James Wilson has strived
from a State Registered Real Estale Appraiser (apprentice) to a State Certified Residential Real Estate Appraiser to a State
Certified General Real Estate Appraiser (licensed to perform residential and commerc ial appraisals) and a General Associate
Member of the Appraisal Institute. He has passed the General Comprehensive Test of the Appraisal Institute and is
completing the Demonstration Report. in order to fulfill the remaining requirements to become a Member of the Appraisal
Institute (MAl).
Education:
SOUTH BROWARI> HIGH SCHOOL Hollywood. Fl.. 1987.
UNIVERSITY OF FLORIUA. Gainesville, Florida - Bachelor of Science 111 Business
Administration - Major in Economics. 1987-1991.
APPRAISAL INSTlTlJTE
Appraisal Reporting of Complex Residential Properties, October. 1993.
Persuasive Style in Narrative Appraisal Reports. May, 1994.
ACE 1779 - "Special Purpose Properties - The Challenge of Real Estate Appraising in Limited
Markets". September. 1996.
410 Standards of Professional Practice, Part A (USP APl. 8/97
420 Standards of Professional Practice. Part B, August 1997.
520 Highest & Best Use and Market Analysis. October. 1997
Non-Conforming Uses Seminar, January. 1998.
510 Advanced Income Capitalization. May. 1998.
530 Advanced Sales Comparison & Cost Approach, May. 1998
540 Report Writing & Valuation Analysis. August. 1998.
550 Advanced Applications, February, 1999.
Regression Analysis in Appraisal Practice: Concepts & Applications. Seminar. March. 2000.
General Demonstration Appraisal Report Writing Seminar, March. 2000.
800 Separating Personal & Real Property from Intangible Business Assets. March. 2002.
Successful Completion of the General Comprehensive Examination for the Appraisal Institute
Unifonn Appraisal Standards for Federal Land Requisitions. Man:h. 2007
General Demonstration Appraisal Report Writing Seminar. August. 2007
Valuation of Conservation Easements. January. 2008.
Appraising Distressed Commercial Real Estate, Junc, 2009
Certification:
Professional
Associations:
Affiliations:
Professional Qualifications of James E. Wilson. III (Continued)
GOLD COAST SCHOOL OF REAL EST ATE (Continued)
Real Estate and Law FREC Course t 1992.
Salesman Post-License 1994,
Broker,
AB I - Board -
AB II - Appr. Board - Resid, & Income
AB lib - Board - Cert. Resid.
AB III - Board Certified General
I
USPAP - Uniform Standards of Professional Practice,
USPAP Course. 1995.
A-102 - Plan for 995,
National USPAP Course, June 2006
of Income June 2006
McKISSOCK DATA SYSTEMS
Automated Valuation October, 2000.
Unifonll Standards of Professional Practice, October
Built 2000.
2002.
& Dift1cult
USPAP,
2002.
October, 2004
October. 2004
Laws and
Limited
National
Florida Laws and
Disclosures and
2004
of Work
2004
2006
2006
2004
2006
2008.
November 2008
2008.
Roles and
November, 2008.
November
VALUE INFORMATION TECHNOLOGY, INC.
on FREAB Course ACE# 591 June, I
NORTH BROWARD BOARD OF REALTORS
ACE 591 - Basics of Construction - limv a Florida Home Built It
State Certified General Real Estate
State of
tbe
as
No. RZ 0002164.
Licensed Real Estate as
State of License No. SL 0589552
of
West Board of Realtors
General Associate Member of the Institute
Past President of the Key West Gator Club of the
Member of Class VIIl. Monroe
Board Member of the Club of Sunset
2009 Treasurer. 20 I 0 V ice President, Board
Experience:
WILCO V ALlJATlONS, P.A. d/b/a APPRAISAL COMPANY OF KEY WEST James
Wilson. President and his wife. Maria Virginia Wilson. also a State Certified General Real Estate
Appraiser purchased the Appraisal Company of Key West from Mr. Richard Padron in April.
2004. Mr. Padron has continued to be a Fee Commercial Real Estate Appraiser with the
Appraisal Company of Key West. which will ensure continuity and quatity control.
APPRAISAL COMPANY OF KEY WEST, INC., Fee Commercial Real Estate Appraiser.
Apri'- 1994 to April. 2004.
F.C.P. APPRAISAL SERVICES, INC.. Senior Real Estate Appraiser and [rainer. May. 1992
to April, 1994.
Appraised various types of properties in the Florida Keys. including:
Retail Stores
Restaurants
Strip Centers
Office Buildings
Mixed-Use Properties
Service Stations
Multi-family Projects
Proposed Developments
Single-tamily Estates
Commercial/Residential Condominiums
Full.Service Marinas/Boat Yards
Environmentally Sensitive Acreage
Industrial Uses
Guest Houses /I'lotels/Motels
Mobile Home and RV Parks
Warehouse (including mini-storage)
Special-Use Properties induding Schools
Seafood Processing Plants
APPRAISER CERTIFICA TION
SEO# LOSU180l9H
tHa
PL
O!SPl.Ay AS REQUIRED 8Y LAW
CHARLES 101'. DRAGO
SECRETARY