FY2014 10/16/2013 AgreementAMY REAVILIN, CPS
CLERK OF CIRCUR COURT &COMPTROLLER
MONRDECOUNTT,FLORIDA
DATE: October 24, 2013
TO: Lynda Stuart, Office Manager
Tourist Development Council
ATTN: Maxine Pacini
Administrative Assistant
FROM: Vitia Fernandez, D.C.
At the October 16, 2013, Board of County Commissioner's meeting the Board granted approval and
authorized execution of the following items:
Item D1 Board granted approval of an Agreement with Pigeon Key Foundation, hic. to
cover the Pigeon Key Solar Hot Water project in an amount not to exceed $4,750, DAC 111, FY 2014
Capital Resources.
Item D2 Board granted approval of an Agreement with Pigeon Key Foundation, Inc. to
cover the Pigeon Key Saltwater Pool Gate Project in an amount not to exceed $8,500, DAC 111, FY
2014 Capital Resources.
Item D3 Board granted approval of an Agreement with Key West Art and Historical
Society, Inc. to cover the Custom House Second Floor Window Repair project in an amount not to
exceed $82,700, DAC 1, FY2014 Capital Resources.
Item D4 Board granted approval of Cultural Umbrella event Agreements for FY 2014 as per
attached spreadsheet totaling $468,068.
Item D5 Board granted approval of Fishing Umbrella event Agreements for FY 2014'as per
attached spreadsheet totaling $317,500.
Item D6 Board granted approval of an Agreement with The Florida Keys History of
Diving Museum, Inc. to cover the Dive Museum Exhibit Enhancement project in an amount not to
exceed $9,500, DAC IV, FY 2014 Capital Resources.
Item D7 Board granted approval of an Agreement with City of Key West to cover the
Truman Waterfront Park Amphitheater and Public Parking project in an amount not to exceed
$2,000,000, DAC 1, FY 2014 Capital Resources.
Item D8 Board granted approval of an Agreement with City of Marathon to cover the
Oceanfront Park Phase 3 A/B/C Restrooms/Fishing Monument/Nature and Fitness Trail project in an
amount not to exceed $155,000, DAC 111, FY 2014 Capital Resources.
Item D9 Board granted approval of an Agreement with Dolphin Research Center, Inc. to
cover the DRC Construct Environmental Services Building project in an amount not to exceed
$87,388, DAC 111, FY 2014 Capital Resources.
Item D10 Board granted approval of an Agreement with Dolphin Research Center, Inc. to
cover the DRC Replace Fish Freezer Box project in an amount not to exceed $31,699, DAC 111, FY
2014 Capital Resources.
Item DI Board granted approval of an Agreement with MRM Key West LLC covering Key
West Food and Wine Festival in January 2014 in an amount not to exceed $35,000, DAC 1, FY 2014
Event Resources.
Item D12 Board granted approval of an Agreement with Key West Business Guild, Inc.
covering Key West Pride in June 2014 in an amount not to exceed $25,000, DAC 1, FY 2014 Event
Resources.
Item D13 Board granted approval of an Agreement with Key West Business Guild, Inc.
covering Tropical Heat 2014 in August 2014 in an amount not to exceed $10,000, DAC 1, FY 2014
Event Resources.
Item D14 Board granted approval of an Agreement with Lower Keys Chamber of
Commerce, Inc. covering Big Pine & Lower Keys Nautical Flea Market in January 2014 in an amount
not to exceed $15,000, DAC 11, FY 2014 Event Resources.
Item D15 Board granted approval of an Agreement with Key West Business Guild, Inc.
covering WomenFest Key West 2014 in September 2014 in an amount not to exceed $50,000, DAC 1,
FY 2014 Event Resources.
Item D16 Board granted approval of an Agreement with Domestic Abuse Shelter, Inc.
covering No Name Race in January 2014 in an amount not to exceed $7,500, DAC 11, FY 2014 Event
Resources.
Item D 17 Approval of an Agreement with Key Largo Merchants Association, Inc.
covering Key Largo's Original Music Festival in May 2014 in an amount not to exceed $30,000,
DAC V, FY 2014 Event Resources.
Item D18 Board granted approval of an Agreement with Key West Half Marathon LLC
covering Key West Half Marathon & 5K Run in January 2014 in an amount not to exceed $25,000,
DAC 1, FY 2014 Event Resources.
Item D19 Board granted approval of an Agreement with TRIKW, LLC covering Key West
Triathlon and Expo in December 2014 in an amount not to exceed $10,000, DAC I, FY 2014 Event
Resources.
Item D20 Board granted approval of an Agreement with BW Promotions Inc. covering
Hemingway 5K Sunset Run & Paddle Board Race in July 2014 in an amount not to exceed $10,000,
DAC I, FY 2014 Event Resources.
Item D21 Board granted approval of an Agreement with Key Largo Merchants Association, Inc.
covering Uncorked — Key Largo & Islamorada Food & Wine Festival in January 2014 in an amount
not to exceed $45,000, DAC IV, DAC V, FY 2014 Event Resources.
Item D22 Board granted approval of an Agreement with Key Largo Merchants Association, Inc.
covering Key Largo Stone Crab & Seafood Festival in January 2014 in an amount not to exceed
$35,000, DAC V, FY 2014 Event Resources.
Item D23 Board granted approval of an Agreement with Lazy Dog Adventures, LLC
covering Key West Paddle Board Classic in May 2014 in an amount not to exceed $10,000,
DAC I, FY 2014 Event Resources.
Item D24 Board granted approval of an Agreement with Keys Area Interdenominational
Resources, Inc. covering Sombrero Beach Run in February -March 2014 in an amount not to exceed
$10,000, DAC III, FY 2014 Event Resources.
Item D25 Board granted approval of an Agreement with Premiere Racing, Inc. covering Key
West Race Week 2014 in January 2014 in an amount not to exceed $100,000, DAC I, FY 2014 Event
Resources.
Item D26 Board granted approval of an Agreement with Monroe County Commercial
Fishermen, Inc. covering Florida Keys Seafood Festival, 9th Annual in January 2014 in an
amount not to exceed $25,000, DAC I, FY 2014 Event Resources.
Item 27 Board granted approval of an Agreement with Florida Keys Community College and
the Letters "FKCC" covering FKCC Swim Around Key West, Swim Meet, and Pentathlon Meet in
June -August 2014 in an amount not to exceed $10,000, DAC I, FY 2014 Event Resources.
Item D28 Board granted approval of an Agreement with Mel Fisher Days, Inc. covering Mel
Fisher Days in July 2014 in an amount not to exceed $10,000, DAC I, FY 2014 Event Resources.
Item 29 Board granted approval of an Agreement with Rotary Club of Key Largo
Charitable Events, Inc. covering Brew on the Bay in January 2014 in an amount not to exceed $10,000,
DAC V, FY 2014 Event Resources.
Item D30 Board granted approval of an Agreement with BH/NV Hawk's Cay Property
Holdings LLC covering Heroes Welcome Weekend in August 2014 in an amount not to exceed
$30,000, DAC III, FY 2014 Event Resources.
Item D31 Board granted approval of an Agreement with Phil Peterson's Key West Poker Run,
LLC covering Phil Peterson's 42nd Key West Poker Run in September 2014 in an amount not to
exceed $120,000, DAC I, DAC Il, DAC III and DAC IV FY 2014 Event Resources
Item D32 Board granted approval of an Agreement with Key West Innkeeper's Association,
Inc. covering Key West Holiday Fest in December 2014 in an amount not to exceed $35,000, DAC
I, FY 2014 Event Resources.
Item D33 Board granted approval of an Agreement with Lazy Lakes, LLC covering
Keystock Music Festival in March 2014 in an amount not to exceed $10,000, DAC I, FY 2014
Event Resources.
Item D34 Board granted approval of an Agreement with Petronia St. Neighborhood
Association Inc. covering Goombay in October 2014 in an amount not to exceed $25,000, DAC I, FY
2014 Event Resources.
Item D35 Board granted approval of an Agreement with Islamorada Chamber of
Commerce, Inc. covering Florida Keys Island Fest, 23rd Annual in April 2014 in an amount not to
exceed $20,000, DAC IV, FY 2014 Event Resources.
Item D36 Approval of an Agreement with Key West Classic Regatta covering Key
West Key West Classic Regatta in January -February 2014 in an amount not to exceed $17,000, DAC
I, FY 2014 Event Resources.
Item D37 Board granted approval of an Agreement with Mote Marine Laboratory, Inc.
covering Florida Keys Ocean Festival & Waterfront Craft Show in March 2014 in an amount not to
exceed $17,000, DAC I, FY 2014 Event Resources.
Item D38 Board granted approval of an Agreement with Mad Dog Mandich Fishing
Classic, LLC covering Publix Mad Dog Mandich Fishing Classic in October 2014 in an amount not
to exceed $10,000, DAC IV, FY 2014 Event Resources.
Item D39 Board granted approval of an Agreement with Theme Runs, Inc. covering Heroes
and Villains 5K Run/Walk in October 2014 in an amount not to exceed $10,000, DAC I, FY 2014
Event Resources.
Item D40 Board granted approval of a Resolution transferring funds for County cost
allocation.
RESOLUTION NO.336-2013
Said Resolution is incorporated herein by reference
Item D41 Board granted approval of an Agreement with Key West Film Festival
Corporation covering Key West Film Festival Corporation in November 2014 in an amount not to
exceed $25,000, DAC I, FY 2014 Event Resources.
The electronic copy is attached.
cc: County Attorney
Finance
File
Grant Award Aareement
THIS AGREEMENT (agreement) is entered into this -4 day of
2013 by and between MONROE COUNTY, a political subdivision of the State
of Florida (County or Grantor) and Key West Art and Historical Society, Inc. a not for
profit organized and operating under the laws of the state of Florida (Grantee).
WHEREAS, the district pennies of Tourist Development Tax may be used
to acquire, construct, extend, enlarge, remodel, repair or improve, convention centers,
sports stadiums, sports arenas, coliseums, auditoriums, aquariums, fishing piers,
museums, zoological parks, nature centers, beach improvements and beach park facilities
which are publicly owned and operated or owned and operated by not -for -profit
corporations, and
WHEREAS, Grantee has applied to TDC District I for funding for the
Custom House Second Floor Window Repair project; and
WHEREAS, the Grantor and Tourist Development Council (TDC) have
determined that it is in the best interest of the County, for purposes of promoting tourism
and preserving the heritage of the community, to attract tourists, and repair the property for
use as a museum open to the public;
NOW, THEREFORE, in consideration of the mutual covenants and
payments contained herein, the Grantee and the Grantor have entered into this agreement
on the terms and conditions as set forth below.
1. GRANT AGREEMENT PERIOD. This agreement is for the period of October 16,
2013 through to September 30, 2014. This agreement shall remain in effect for the stated
period unless one party gives to the other written notification of termination pursuant to and
in compliance with paragraphs 7, 12 or 13 below.
2. SCOPE OF AGREEMENT. The representations made by the Grantee in its
proposal submitted to the TDC are incorporated herein by reference. The Grantee shall
provide the following scope of services: Materials and labor required to complete the
Custom House Second Floor Window Repair project. Segment(s) of the work is/are more
particularly described in Exhibit(s) A, detailing the work and the cost allocable to each
segment, attached hereto, and incorporated herein by reference. Anything not
referenced within exhibit A will not be reimbursed. All work for which grant funds are
to be expended must be completed by the stated termination date of September 30, 2014
and all invoices pertaining to this project shall be submitted to the Finance Department of
Monroe County no later than September 30, 2014 to be considered for payment.
Acknowledgement: Grantee shall be required to permanently display and maintain at
Grantee's expense, public acknowledgement of the support of the Monroe County Tourist
Development Council in a publicly prominent area of their facility in the following
form: "This project was made possible with the financial support of the Monroe County
Tourist Development Council." If the Grantee has already complied with this requirement
Customs House Window Repair
FY 2014 Funding
Contract ID#. 1203
through previous funding, said acknowledgement fulfills this condition. A photograph of
said acknowledgment shall be provided with the final request for reimbursement outlined in
Exhibit A of this agreement.
a.) There shall be a project manager to acknowledge receipt of goods or work
performed. This Project Manager shall be Michael Gieda, Executive Director, 281
Front Street, Key West, FL 33040 (email: mgieda _kwahs.org /Tel: (305) 295-6616,
ext. 103). Should there be a change in the project manager specified in the
Grantee's application, a new project manager shall be designated, and notice with
new contact information shall be provided in writing to the TDC administrative office.
b.) If, and to the extent that, Grantee contracts for any of the work funded under
this agreement to be performed or completed, Grantee shall give notice to County
of the contractual relationship, provide County with a copy of any and all contracts
and shall require the contractor(s) to comply with all the terms of this contract.
Should Grantee contract the work and then decrease the scope of work to be
performed by a contractor, Grantee shall provide County with an amended contract
executed by Grantee and its contractor.
(i) A Grantee which is a governmental entity shall comply with the
procurement regulations and policies to which it is subject, and shall provide
Grantor documentation of the procurement requirements applicable to the
project and compliance therewith.
(ii) A Grantee which is a not -for -profit entity shall use procurement
processes for those parts of the project to be contracted (not performed by
the entity's employees) as follows. For work expected to be under $50,000,
the not -for -profit shall document in the file two written quotes or a notarized
statement as to why such written quotes were not feasible for the goods or
services. For work expected to be $50,000 or more, a competitive bid
process must be performed following Monroe County's procurement policies
and procedures must be followed, unless the commodities or services will be
provided by a "sole source" provider, in which case the not -for -profit must
submit a notarized statement with its request for payment explaining why the
vendor is the only source for the commodities or services.
c.) Grantee shall exercise good internal controls to assure that the project as
described in the funding application shall be completed on a timely basis within the
proposed budget and shall provide to County any certifications, including those by
the architect, engineer, contractor or an independent consultant if necessary,
required to establish that materials which are purported to be applied to the project
are in fact so applied. Further verification shall be required to show that equipment
and other fixtures and personal property covered by this agreement are delivered to
and installed in the project site. When any permit is required by any governmental
agency, copies of plans and other documents which are submitted to the applicable
agency shall be submitted to the County Engineering Division to enable verification
that the scope of services under this agreement has been provided.
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FY 2014 Funding
Contract ID#. 1203
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3. ' AMOUNT OF AGREEMENT AND PAYMENT. The Grantor shall provide an
amount not to exceed $82,700 (TDC District I funding) (no in -kind was noted within the
application for this project) for materials and services used to repair the
property. Reimbursement request must show that Grantee has paid in full for materials
and services relating to the segment prior to seeking the 50% (fifty percent) reimbursement
from Grantor. Payment shall be 50% (fifty percent) reimbursement of the total cost of the
segment, subject to the cap on expenditures for that segment as set forth in Exhibit A.
Reimbursement can be sought after each segment of the agreement is completed and
signed by the Monroe County Engineering Department as outlined in 3.a. The Board of
County Commissioners and the Tourist Development Council assume no liability to fund
this agreement for an amount in excess of this award. Monroe County's performance and
obligation to pay under this agreement is contingent upon an annual appropriation by the
BOCC.
a.) Payment shall be made upon the completion of a specific segment as
outlined in the Scope of Services and Exhibit A. Payment for expenditures
permissible by law and County policies shall be made through reimbursement to
Grantee upon presentation of Application for Payment Summary, AIA Document
G702 or similar certification as required below for governmental entities and not -for -
profit entities, invoices, canceled checks and other documentation necessary to
support a claim for reimbursement. Included in said documentation shall be proof
that the Grantee has received the property, realty or personally, for each segment of
agreement as outlined in Exhibit A and paid an amount equal to or greater than the
amount invoiced to the Grantor. It shall be necessary for the Grantee to contact the
County Engineering Division and to arrange for inspections upon the completion of
each segment. The documentation needed to support the payment request shall be
in the form necessary for submission and available to the County Engineer at the
time of inspection. All submissions for payment shall have a proposed schedule of
values for segment(s) and indicate the percentage of completion of the overall
project as of the submission. This document should be signed by the project
architect, engineer, general contractor or project manager. Photos of the progress
of the work shall also be submitted with the payment application. It shall be the
responsibility of the project architect, engineer, general contractor or project
manager to initiate the communication with the Monroe County Engineering Division
to facilitate the inspection(s) of the segment of the project. All submissions
requesting payment shall be approved in writing, and signed, by the Monroe County
Engineering Division as to the completion of the segment of the project for which
payment is requested. The application for payment document must be certified
through a statement signed by an officer of the organization and notarized,
declaring that representations in the invoice are true and factual. Grantee shall also
provide partial releases of liens or certifications of non -lien if applicable. Grantor
shall retain 10% of any payment on work in progress until the Grantee has provided
a Final Release of Lien for each vendor/Contractor for whom payment is requested.
For projects exceeding $50,000 in TDC funding under this agreement, final payment
will not be made until the following documents are complete and submitted to the
Grantor:
AIA Document G-702 Application for Payment Summary
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AIA Document G-704 Certificate of Substantial Completion
AIA Document G-706 Contractor's Affidavit of Debts & Claims
AIA Document G-706A Contractor's Affidavit of Release of Liens
AIA Document G-707 Consent of Surety to Final Payment (when
applicable)
Final Release of Lien or Affidavit and Partial Release of Lien
For projects for which TDC funding under this agreement is $50,000 or less, the AIA
documentation is not required, but sufficient documentation must be submitted to
County to provide similar assurances that the work has been completed and
contractors/suppliers paid.
All payment requests must be submitted no later than the completion of project of
September 30, 2014. Invoices received after September 30, 2014 will not be
considered for payment.
b.) If in -kind services were noted within your application, and you are applying
them to this project, documentation shall be submitted to the TDC Administrative
Office to show the receipt and application of in -kind donations of goods,
professional services, and materials. Said documentation should include invoices,
bills of lading, etc., and be verified as received and applied to the project through a
notarized statement of the project architect, engineer, general contractor or project
manager. The receipt and application to the project of volunteer labor are to be
documented and verified by notarized signature of the project architect, engineer,
general contractor, or project manager, and said documentation submitted to the
TDC Administrative Office. All submissions shall identify the items included in
Exhibit A and Grantee shall complete the Application for Payment form which is
provided within the payment/reimbursement kit provided to the Grantee, listing the
schedule of values which are sought to be reimbursed and shall indicate the
percentage of completion of the overall project as of the submission. This
document should be signed by the project architect, engineer, general contractor or
project manager.
Photographs showing progress on project shall be included in any payment request.
The Project Manager shall certify delivery to the project site and installation therein
of any goods or services provided other than through an architect, engineer or
contractor. All work performed and goods received on site and incorporated into the
project shall be verified by one of the foregoing. Submission of any documentation
which is untrue, falsified, or otherwise misrepresents the work which has been
completed, paid, or donated shall constitute a breach of agreement, for which
breach the contract may be immediately terminated at the discretion of the County,
whose decision shall be final.
c.) Grantee must submit all documentation for final payment on or before the
termination date of this grant of September 30, 2014. Invoices received after
September 30, 2014 will not be considered for payment.
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FY 2014 Funding
Contract ID#: 1203
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d.J At any time that the documentation requirement policies of Monroe County
are revised, such as to require annual inventory reports for equipment purchased
under a TDC capital project grant, Grantee shall comply thereafter with such
increased requirements, or further funding under the agreement may be terminated
by County.
e.) Upon successful completion of this Grant agreement, the Grantee may retain
ownership of the real and personal property acquired and/or improved with funding
under this Grant agreement. However, the Grantee shall maintain, preserve, and
operate the property which was acquired or improved under this agreement for the
uses and purposes which qualified the Grantee for tourist development tax funding.
Grantee shall complete and sign a Property Reporting Form (provided within
payment/reimbursement package) for personal property and forward said
completed form with the appropriate invoice to the TDC Administrative Office. Real
property acquired or improved through funding under this agreement shall remain
dedicated for the purposes set forth herein or for other purposes which promote
tourism and ownership of said property shall be retained by the Grantee. The
following terms shall apply:
(i) The Grantee shall have the use of the property, including both realty
and personally acquired with funding under this agreement, at the project site
for so long as the facility is operated by Grantee, open to the public, and has
a primary purpose of promoting tourism. At such time as any of the
conditions in the preceding sentence shall cease to exist, the Grantee shall
transfer ownership and possession of equipment and personal property to a
local government or another not -for -profit organization which is a facility for
which tourist development taxes may be used pursuant to Florida Statute
with prior approval from TDC and BOCC.
(ii) At any time that the Grantee: (a) elects to stop the project or otherwise
decide not to place into service for tourist -related purposes the facility
acquired, constructed, or renovated with tourist development tax funding, (b)
demolishes the project facility or divests itself of ownership or possession of
the real property, or (c) ceases the use of the property with a primary
purpose of promoting tourism, Grantee shall, pursuant to the formula set
forth hereafter, refund to the County the Tourist Development funding. This
provision shall survive the termination date of all other provisions of this
contract for a period of ten years. Should the demolition, transfer of
ownership, or change to a non -tourist related purpose occur after the facility
has been used for tourist -related purposes for at least three (3) years, the
amount of refund shall be pro -rated based on a useful life of ten (10) years.
(iii) The Grantee is
maintenance procedure
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FY 2014 Funding
Contract /D#. 1203
s
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(iv) The Grantee is responsible for any loss, damage, or theft of, and any
loss, damage or injury caused by the use of, real or personal property or
equipment purchased through funding under this agreement.
4. RECORDS AND REPORTS. The Grantee shall keep such records as are
necessary to document the performance of the agreement and expenses as incurred, and
give access to these records at the request of the TDC, the County, the State of Florida or
authorized agents and representatives of said government bodies. The Grantee shall also
provide such access to the personal property and equipment purchased under this
agreement. It is the responsibility of the Grantee to maintain appropriate records in
accordance with generally accepted accounting principles consistently applied to insure a
proper accounting of all funds and expenditures. The Grantee understands that it shall be
responsible for repayment of any and all audit exceptions which are identified by the
Auditor General for the State of Florida, the Clerk of Court for Monroe County, the Board of
County Commissioners for Monroe County, or their agents and representatives. In the
event of an audit exception, the current fiscal year grant award or subsequent grant
awards will be offset by the amount of the audit exception. In the event the grant is not
renewed or supplemented in future years, the Grantee will be billed by the Grantor for the
amount of the audit exception and shall promptly repay any audit exception.
a.) Public Access. The County and Grantee shall allow and permit reasonable
access to, and inspection of, all documents, papers, letters or other materials in its
possession or under its control subject to the provisions of Chapter 119, Florida
Statutes, and made or received by the County and Grantee in conjunction with this
agreement; and the County shall have the right to unilaterally cancel this agreement
upon violation of this provision by Grantee.
5. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the terms of
this agreement shall be only amended in writing and approved by the Board of County
Commissioners for Monroe County. The terms, covenants, conditions, and provisions of
this agreement shall bind and inure to the benefit of the County and Grantee and their
respective legal representatives, successors, and assigns.
6. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the
Grantee is an independent contractor and not an employee of the Board of County
Commissioners of Monroe County. No statement contained in this agreement shall be
construed as to find the Grantee or any of its employees, contractors, servants or agents
to the employees of the Board of County Commissioners of Monroe County, and they shall
be entitled to none of the rights, privileges or benefits of employees of Monroe County.
a.) No Personal Liability. No covenant or agreement contained herein shall be
deemed to be a covenant or agreement of any member, officer, agent or employee
of Monroe County in his or her individual capacity, and no member, officer, agent or
employee of Monroe County shall be liable personally on this agreement or be
subject to any personal liability or accountability by reason of the execution of this
agreement.
Customs House Window Repair
FY 2014 Funding
Contract ID#. 1203
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7. * COMPLIANCE WITH LAW. In carrying out its obligations under this agreement, the
Grantee shall abide by all statutes, ordinances, rules and regulations pertaining to or
regulating the provisions of this agreement, including those now in effect and hereafter
adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute a
material breach of this agreement and shall entitle the Grantor to terminate this agreement
immediately upon delivery of written notice of termination to the Grantee.
8. RESTRICTIONS ON AGREEMENTS ENTERED PURSUANT TO THIS
AGREEMENT. The Grantee shall include in all agreements funded under this agreement
the following terms:
a.) Anti -discrimination. Contractor agrees that it will not discriminate against any
employees or applicants for employment or against persons for any other benefit or
service under this agreement because of their race, color, religion, sex, national
origin, or physical or mental handicap where the handicap does not affect the ability
of an individual to perform in a position of employment, and to abide by all federal
and state laws regarding non-discrimination.
b.) Anti -kickback. Contractor warrants that no person has been employed or
retained to solicit or secure this agreement upon an agreement or understanding for
a commission, percentage, brokerage or contingent fee, and that no employee or
officer of the Contractor has any interest, financially or otherwise, in County. For
breach or violation of this warranty, the County shall have the right to annul this
agreement without liability or, in its discretion, to deduct from the agreement price or
consideration, the full amount of such commission, percentage, brokerage or
contingent fee. Contractor acknowledges that it is aware that funding for this
agreement is available at least in part through the County and that violation of this
paragraph may result in the County withdrawing funding for the Project.
c.) Hold harmless/indemnification. Contractor acknowledges that this
agreement is funded at least in part by the County and agrees to indemnify and hold
harmless the County and any of its officers and employees from and against any
and all claims, liabilities, litigation, causes of action, damages, costs, expenses
(including but not limited to fees and expenses arising from any factual
investigation, discovery or preparation for litigation), and the payment of any and all
of the foregoing or any demands, settlements or judgments (collectively claims)
arising directly or indirectly from any negligence or criminal conduct on the part of
Contractor in the performance of the terms of this agreement. The Contractor shall
immediately give notice to the County of any suit, claim or action made against the
Contractor that is related to the activity under this agreement, and will cooperate
with the County in the investigation arising as a result of any suit, action or claim
related to this agreement.
d.) Insurance. Contractor agrees that it maintains in force at its own expense a
liability insurance policy which will insure and indemnify the Contractor and the
County from any suits, claims or actions brought by any person or persons and from
all costs and expenses of litigation brought against the Contractor for such injuries
to persons or damage to property occurring during the agreement or thereafter that
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results from performance by Contractor of the obligations set forth in this
agreement. At all times during the term of this agreement and for one year after
acceptance of the project, Contractor shall maintain on file with the County a
certificate of the insurance of the carriers showing that the aforesaid insurance
policy is in effect. The following coverage's shall be provided:
1. Workers Compensation insurance as required by Florida Statutes.
2. Commercial General Liability Insurance with minimum limits of $500,000
per occurrence for bodily injury, personal injury and property damage.
3. Comprehensive Auto Liability Insurance with minimum limits of $300,000
combined single limit per occurrence.
The Contractor, the County and the TDC shall be named as additional insured,
exempt workers compensation. The policies shall provide no less than 30 days
notice of cancellation, non -renewal or reduction of coverage.
At all times during the term of this agreement and for one year after acceptance of
the project, Contractor shall maintain on file with the County a certificate of
insurance showing that the aforesaid insurance coverage's are in effect.
e.) Licensing and Permits. Contractor warrants that it shall have, prior to
commencement of work under this agreement and at all times during said work, all
required licenses and permits whether federal, state, County or City.
f.) Right to Audit. The Contractor shall keep such records as are necessary to
document the performance of the agreement and expenses as incurred, and give
access to these records at the request of the TDC, the County, the State of Florida
or authorized agents and representatives of said government bodies.
9. HOLD HARMLESS/INDEMNIFICATION. The Grantee hereby agrees to indemnify
and hold harmless the BOCC/TDC and the 3406 North Roosevelt Blvd. Corporation or any
of its officers and employees from and against any and all claims, liabilities, litigation,
causes of action, damages, costs, expenses (including but not limited to fees and
expenses arising from any factual investigation, discovery or preparation for litigation), and
the payment of any and all of the foregoing or any demands, settlements or judgments
arising directly or indirectly under this agreement. The Grantee shall immediately give
notice to the Grantor of any suit, claim or action made against the Grantor that is related to
the activity under this agreement, and will cooperate with the Grantor in the investigation
arising as a result of any suit, action or claim related to this agreement.
a.) Non -Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28,
Florida Statutes, the participation of the County and the Grantee in this agreement
and the acquisition of any commercial liability insurance coverage, self-insurance
coverage, or local government liability insurance pool coverage shall not be deemed
a waiver of immunity to the extent of liability coverage, nor shall any contract
entered into by the County be required to contain any provision for waiver.
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Contract /D#. 1203
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b.) Privileges and Immunities. All of the privileges and immunities from liability,
exemptions from laws, ordinances, and rules and pensions and relief, disability,
workers' compensation, and other benefits which apply to the activity of officers,
agents, or employees of any public agents or employees of the County, when
performing their respective functions under this agreement within the territorial limits
of the County shall apply to the same degree and extent to the performance of such
functions and duties of such officers, agents, volunteers, or employees outside the
territorial limits of the County.
10. NONDISCRIMINATION. County and Grantee agree that there will be no
discrimination against any person, and it is expressly understood that upon a
determination by a court of competent jurisdiction that discrimination has occurred, this
agreement automatically terminates without any further action on the part of any party,
effective the date of the court order. County or Grantee agree to comply with all Federal
and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination.
These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352)
which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the
Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686),
which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act
of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of
handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107)
which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and
Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis
of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention,
Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health
Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended,
relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil
Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the
sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42
USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on
the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state
statutes which may apply to the parties to, or the subject matter of, this agreement.
11. ANTI -KICKBACK. The Grantee warrants that no person has been employed or
retained to solicit or secure this agreement upon an agreement or understanding for a
commission, percentage, brokerage or contingent fee, and that no employee or officer of
the County or TDC has any interest, financially or otherwise, in the said funded project,
except for general membership. For breach or violation of this warranty, the Grantor shall
have the right to annul this agreement without liability or, in its discretion, to deduct from
the agreement price or consideration, the full amount of such commission, percentage,
brokerage or contingent fee.
12. TERMINATION. This agreement shall terminate on September 30, 2014.
Termination prior thereto shall occur whenever funds cannot be obtained or cannot be
continued at a level sufficient to allow for the continuation of this agreement pursuant to
the terms herein. In the event that funds cannot be continued at a level sufficient to allow
Customs House Window Repair
FY 2014 Funding
Contract 1D#. 1203
the continuation of this agreement pursuant to the terms specified herein, this agreement
may then be terminated immediately by written notice of termination delivered in person or
by mail to Grantee. The Grantor may terminate this agreement without cause upon giving
written notice of termination to Grantee. The Grantor shall not be obligated to pay for any
services or goods provided by Grantee after Grantee has received written notice of
termination.
13. TERMINATION FOR BREACH. The Grantor may immediately terminate this
agreement for any breach of the terms contained herein. Such termination shall take place
immediately upon receipt of written notice of said termination. Any waiver of any breach of
covenants herein contained to be kept and performed by Grantee shall not be deemed or
considered as a continuing waiver and shall not operate to bar or prevent the Grantor from
declaring a forfeiture for any succeeding breach either of the same conditions or of any
other conditions. Failure to provide Grantor with certification of use of matching funds or
matching in -kind services at or above the rate of request for reimbursement or payment is
a breach of agreement, for which the Grantor may terminate this agreement upon giving
written notification of termination.
14. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and supersedes any and all prior
agreements with respect to such subject matter between the Grantee and the Grantor.
15. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This
agreement shall be governed by and construed in accordance with the laws of the State of
Florida applicable to contracts made and to be performed entirely in the State. This
agreement is not subject to arbitration. Mediation proceedings initiated and conducted
pursuant to this agreement shall be in accordance with the Florida Rules of Civil Procedure
and usual and customary procedures required by the circuit court of Monroe County.
a.) Venue. In the event that any cause of action or administrative proceeding is
instituted for the enforcement or interpretation of this agreement, the County and
Grantee agree that venue shall lie in the appropriate court or before the appropriate
administrative body in Monroe County, Florida.
b.) Severability. If any term, covenant, condition or provision of this agreement
(or the application thereof to any circumstance or person) shall be declared invalid
or unenforceable to any extent by a court of competent jurisdiction, the remaining
terms, covenants, conditions and provisions of this agreement, shall not be affected
thereby; and each remaining term, covenant, condition and provision of this
agreement shall be valid and shall be enforceable to the fullest extent permitted by
law unless the enforcement of the remaining terms, covenants, conditions and
provisions of this agreement would prevent the accomplishment of the original intent
of this agreement. The County and Grantee agree to reform the agreement to
replace any stricken provision with a valid provision that comes as close as possible
to the intent of the stricken provision.
Customs House Window Repair
FY 2014 Funding
Contract ID#. 1203
10
c.I Attorney's Fees and Costs. The County and Grantee agree that in the event
any cause of action or administrative proceeding is initiated or defended by any
party relative to the enforcement or interpretation of this agreement, the prevailing
party shall be entitled to reasonable attorney's fees, court costs, investigative, and
out-of-pocket expenses, as an award against the non -prevailing party, and shall
include attorney's fees, court costs, investigative, and out-of-pocket expenses in
appellate proceedings.
d.) Adjudication of Disputes or Disagreements. County and Grantee agree that
all disputes and disagreements shall be attempted to be resolved by meet and
confer sessions between representatives of each of the parties. If the issue or
issues are still not resolved to the satisfaction of the parties, then any party shall
have the right to seek such relief or remedy as may be provided by this agreement
or by Florida law. This agreement shall not be subject to arbitration.
e.) Cooperation. In the event any administrative or legal proceeding is instituted
against either party relating to the formation, execution, performance, or breach of
this agreement, County and Grantee agree to participate, to the extent required by
the other party, in all proceedings, hearings, processes, meetings, and other
activities related to the substance of this agreement or provision of the services
under this agreement. County and Grantee specifically agree that no party to this
agreement shall be required to enter into any arbitration proceedings related to this
agreement.
16. ETHICS CLAUSE: Grantee warrants that he has not employed, retained or
otherwise had act on his behalf any former County officer or employee in violation of
Section 2 or Ordinance No. 10-1990 or any County officer or employee in violation of
Section 3 of Ordinance No. 10-1990. For breach or violation of the provision the Grantor
may, at its discretion terminate this agreement without liability and may also, at its
discretion, deduct from the agreement or purchase price, or otherwise recover, the full
amount of any fee, commission, percentage, gift, or consideration paid to the former or
present County officer or employee. The County and Grantee warrant that, in respect to
itself, it has neither employed nor retained any company or person, other than a bona fide
employee working solely for it, to solicit or secure this agreement and that it has not paid or
agreed to pay any person, company, corporation, individual, or firm, other than a bona fide
employee working solely for it, any fee, commission, percentage, gift, or other
consideration contingent upon or resulting from the award or making of this agreement.
For the breach or violation of the provision, the Grantee agrees that the County shall have
the right to terminate this agreement without liability and, at its discretion, to offset from
monies owed, or otherwise recover, the full amount of such fee, commission, percentage,
gift, or consideration.
a.) Covenant of No Interest. County and Grantee covenant that neither
presently has any interest, and shall not acquire any interest, which would conflict in
any manner or degree with its performance under this agreement, and that only
interest of each is to perform and receive benefits as recited in this agreement.
Customs House Window Repair
FY 2014 Funding
Contract ID#. 1203
11
b.I Code of Ethics. County agrees that officers and employees of the County
recognize and will be required to comply with the standards of conduct for public
officers and employees as delineated in Section 112.313, Florida Statutes,
regarding, but not limited to, solicitation or acceptance of gifts; doing business with
one's agency; unauthorized compensation; misuse of public position, conflicting
employment or contractual relationship; and disclosure or use of certain information.
17. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been placed
on the convicted vendor list following a conviction for public entity crime may not submit a
bid on an agreement to provide any goods or services to a public entity, may not submit a
bid on an agreement with a public entity for the construction or repair of a public building or
public work, may not submit bids on leases of real property to public entity, may not be
awarded or perform work as a contractor, supplier, sub -contractor, or consultant under an
agreement with any public entity, and may not transact business with any public entity in
excess of the threshold amount provided in Section 287.017, Florida Statutes, for
CATEGORY TWO for a period of 36 months from the date of being placed on the
convicted vendor list. By executing this document grantee warrants that it is in compliance
with this paragraph.
18. AUTHORITY: Grantee warrants that it is authorized by law to engage in the
performance of the activities encompassed by the project herein described. Each of the
signatories for the Grantee below certifies and warrants that the Grantee's name in this
agreement is the full name as designated in its corporate charter (if a corporation); they
are empowered to act and contract for the Grantee, and this agreement has been
approved by the Board of Directors of Grantee or other appropriate authority.
19. LICENSING AND PERMITS: Grantee warrants that it shall have, prior to
commencement of work under this agreement and at all times during said work, all
required licenses and permits whether federal, state, County or City.
20. INSURANCE: Grantee agrees that it maintains in force at its own expense a liability
insurance policy which will insure and indemnify the Grantee and the Grantor from any
suits, claims or actions brought by any person or persons and from all costs and expenses
of litigation brought against the Grantee for such injuries to persons or damage to property
occurring during the agreement or thereafter that results from performance by Grantee of
the obligations set forth in this agreement. At all times during the term of this agreement
and for one year after acceptance of the project, Grantee shall maintain on file with the
Grantor a certificate of the insurance of the carriers showing that the aforesaid insurance
policy is in effect. The following coverage's shall be provided:
1. Workers Compensation insurance as required by Florida Statutes.
2. Commercial General Liability Insurance with minimum limits of $500,000
Combined Single Limit (CSL) If split limits are provided, the minimum
limits acceptable shall be $250,000 per Person $500,000 per occurrence
$50,000 property damage.
Customs House Window Repair
FY 2014 Funding
Contract ID#., 1203
12
3. Comprehensive Auto Liability Insurance with minimum limits of $300,000
combined single limit per occurrence.
The Grantee, the Grantor and the TDC shall be named as additional insured, except
workers compensation. The policies shall provide no less than 30 days' notice of
cancellation, non -renewal or reduction of coverage. Grantee shall provide to the County,
as satisfactory evidence of the required insurance, including the insurance policy
application and either:
• Original Certificate of Insurance, OR
• Certified copy of the actual insurance policy, OR
• Certificate of Insurance e-mailed from Insurance Agent/Company to
County Risk Management - Telephone Maria Slavik at (305) 295-3178 for
details (Certificates can be e-mailed directly from the insurance agency
to: Slavik-Maria(QMon roeCounty-FL.Gov — The e-mail must state that
this is a certificate for a TDC project and should be forwarded to Maxine
Pacini at the TDC 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 TDC is the Certificate Holder and additional Insured for this contract
(certificate only for worker's compensation coverage). Insurance information should be
mailed to:
Monroe County Board of County Commissioners
c/o Risk Management
P.O. Box 1026
Key West, FL 33041
21. NOTICE. Any notice required or permitted under this agreement shall be in writing
and had delivered or mailed, postage prepaid, to the other party by certified mail, returned
receipt requested to the following:
For Grantee: Michael Gieda, Executive Director
281 Front Street
Key West, FL 33040
For Grantor: Lynda Stuart
Monroe County Tourist Development Council
1201 White Street, Suite 102
Key West, FL 33040
Customs House Window Repair
FY 2014 Funding
Contract ID#. 1203
13
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 each
shall be, and is, empowered to apply for, seek, and obtain federal and state funds to
further the purpose of this agreement; provided that all applications, requests, grant
proposals, and funding solicitations shall be approved by each party prior to submission.
23. NON -DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES. This
agreement is not intended to, nor shall it be construed as, relieving any participating entity
from any obligation or responsibility imposed upon the entity by law except to the extent of
actual and timely performance thereof by any participating entity, in which case the
performance may be offered in satisfaction of the obligation or responsibility. Further, this
agreement is not intended to, nor shall it be construed as, authorizing the delegation of the
constitutional or statutory duties of the County, except to the extent permitted by the
Florida constitution, state statute, and case law.
24. NON -RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely
upon the terms, or any of them, of this agreement to enforce or attempt to enforce any
third -party claim or entitlement to or benefit of any service or program contemplated
hereunder, and the County and the Grantee agree that neither the County nor the Grantee
or any agent, officer, or employee of either shall have the authority to inform, counsel, or
otherwise indicate that any particular individual or group of individuals, entity or entities,
have entitlements or benefits under this agreement separate and apart, inferior to, or
superior to the community in general or for the purposes contemplated in this agreement.
25. ATTESTATIONS. Grantee agrees to execute such documents as the County may
reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a
Drug -Free Workplace Statement.
26. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be
deemed to be a covenant or agreement of any member, officer, agent or employee of
Monroe County in his or her individual capacity, and no member, officer, agent or
employee of Monroe County shall be liable personally on this agreement or be subject to
any personal liability or accountability by reason of the execution of this agreement.
27. FORCE MAJEURE. The Grantee shall not be liable for delay in performance or
failure to complete the project, in whole or in part, due to the occurrence of any
contingency beyond its control or the control of its contractors and subcontractors,
including war or act of war whether an actual declaration thereof is made or not, act of
terrorism impacting travel in the United States, insurrection, riot or civil commotion, act of
public enemy, epidemic, quarantine restriction, storm, flood, drought or other act of God, or
act of nature (including presence of endangered animal species which cannot be timely
removed in a safe manner or any act of any governmental authority which prohibits the
project from proceeding as described in the scope of services and incorporated references
Customs House Window Repair
FY 2014 Funding
Contract ID#. 1203
14
and which the Grantee has exercised reasonable care in the prevention thereof. However,
lack of planning for normal and expected weather conditions for the time of year the project
is to be executed shall not constitute an act of God excusing a delay. Any delay or failure
due to the causes stated shall not constitute a breach of the agreement; however, the
BOCC shall have the right to determine if there will be any reduction to the amount of
funds due to the Grantee after consideration of all relevant facts and circumstances
surrounding the delay in performance or failure to complete the project within the contract
period. Upon demand of TDC or BOCC, the Grantee must furnish evidence of the causes
of such delay or failure. BOCC shall not pay for any goods received or services provided
after the date(s) described in paragraph 1 and Scope of Services.
28. EXECUTION IN COUNTERPARTS. This agreement may be executed in any
number of counterparts, each of which shall be regarded as an original, all of which taken
together shall constitute one and the same instrument and any of the parties hereto may
execute this agreement by signing 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.
30. MISCELLANEOUS: As used herein, the terms "contract" and "agreement" shall be
read interchangeably.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Customs House Window Repair
FY 2014 Funding
Contract ID#: 1203
15
3 WHEREOF, the parties hereto have caused this agreement to be executed
Year first above wrthen.
y HeavMn, Clerk
14. a
(CORPORATE SEAS.)
Attest
By.
Secretary
Print Nerne
Date:
Board of County Conunledonwo
of Monroe County
Any, Z. �) 4,4,t.5 O*V�N
Mayorrmhalmnan
Key west Art and NbUrW 80ciety, Inc.
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Print Name
Date: (�
OR TWO WITNES8U (Only necessary when President does NOT sign)
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Date: Date:
MONROE COUNT Y Ai rORNEY
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ASSISTA T OUNTY A JORNEY
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EXHIBIT A
NAME OF ENTITY: Key West Art and Historical Society, Inc
NAME OF PROJECT: Custom House Second Floor Window Repair
NUMBER OF SEGMENTS TO PROJECT: 1
Note: County signoff and submission for reimbursement only allowed affer completion of each segment as
documented in this exhibit. Grantee must apply for reimbursement utilizing the 'Application for Payment' form
included within the Payment/Reimbursement Kit.
Segment #J
Description: Materials, equipment, labor and
permits required to:
• Restore or replace 26 double hung windows
on 2nd floor, and sash frames rebuilt.
• All glass in windows to have protective,
shatter-resistent film.
• All exterior trim work on windows to be sealed
and painted.
(In order for this segment to be reimbursed, acknowledgement of TDC
funding must be in place and proof in the form of pictures provided with
submission for reimbursement of this segment. This acknowledgement
shall not be covered as part of the TDC reimbursement - see contract
paragraph 2)
Total Cost: $165,400
In -Kind: No in -kind will be
used towards reimbursement of
this project.
TDC portion: $82,700
Page 1 of 1
Y WE ST
AIT &HISTORICAL SOCIETY
RE: Board First Vice President Signature
To whom it may concern,
The president of KWAHS's board, Karen Schievelbein, was unable to physically sign the
necessary documents required for this grant submission as they are currently out of town
for an extended period of time. The First Vice President, John Bollinger, signed in her
absence as `Acting President'.
Sincerely,
Michael F. Gieda
Executive Director
FAMAN B L WM
W�
FARMS: MAY A 2016
ntHd quWO tit a& bdttnpq
Lighthouse & Keeper's Quarters Custom House Museum Fort East Maitello Museum
Museum KWAHS Administration 3501 South Rarscvclt Blvd.
938 \X'hitncco-ul Street 231 Front Street Key West, PT, 33040
Key West, IaL. 330.10 Key \Vest, 17, 33040 305.296.6206
305.294-0012 305 295.6616 telephone • 305.295.6649 fax
wv--w,kwahs.org
•
BYLAWS
OF THE
KEY WEST ART & Hismfucm. SociETY, Im.
Article 1
Name, Purpose, and Mission
1. Name. The name of the organization is the Key West Art & Historical Society, Inc. (the
"Society-)
2. Purpose. The Society is formed exclusively for charitable and educational purposes
within the meaning of section 501(c)(3) of the Internal Revenue Code or the
om sponding provision of any ft*me United States tntemad Revenue tarot. Ttye Society
shall not carry on any other activities not permitted to be carried on by an organization
exempt from federal and state income tax under section 501 (c)(3) of the Internal
Revenue Code or the corresponding provision of any future law.
® 3. Mission. In furtherance of the aforementioned charitable and educational purposes, the
Society's mission is to promote the humanities, art, and history of the Florida Keys by
educating the public, and by collecting, preserving, and exhibiting significant art, artifacts,
and historical properties.
Article 11
Board of Directors
1. Composition. The Society shall have a Board made up of no fewer than nine and no
more than twenty-one Directors. Directors shall serve in their Director roles without
compensation.
2. Election. Directors shall be elected at a regular or special meeting of the Board. The
Nominating Committee shall select the candidates and disclose them to the full Board in
writing at least one week in advance of any election. At the election, each Director may
cast one vote for each candidate. Those candidates receiving a vote of the majority of the
Board present at the meeting shall be elected to serve on the Board. Candidates must be
current members of Key West Art & Historical Society.
3. Terms and Removal. Directors shall serve for terms of three years. The terms of the
Directors shall be staggered, and no Director may serve more than two consecutive
terms. Directors shall hold office until he or she resigns, is removed, or is otherwise
disqualified to serve, or until his or her successor has been elected or appointed and
qualified, whichever occurs first. A Director may be removed by a two-thirds vote of the
Directors, or may, at the discretion of the President, be deemed to have resigned their
position if they fail to attend three consecutive Board meetings. The Board may fill
vacancies via the Nominating Committee and Board election process at any regular or
special meeting of the Board. Each Director so appointed shall hold office for the
remainder of the unexpired term and be eligible to for election to two more full terms.
4. Duties. It shall be the duty of the Board to:
a. Establish overall policies and goals of the Society consistent with its mission,
and continually monitor and examine, and revise when necessary, the
Society's short and long-term goals and the plans for obtaining such goals;
b. Safeguard the tangible and intangible assets and the finances of the Society,
and review, approve, and monitor the annual operating budget, and monitor the
endowment;
c. Appoint and remove, and fix the compensation of, the Executive Director of the
Society;
d. Meet at such times and places as required by these Bylaws;
e. Fully disclose to the Board, and cause to be entered into the Minutes, any
financial or personal interest whatever they may have in any matter being
voted upon; and
f. Perform any and all other duties imposed on them collectively or individually by
law, by the Articles of Incorporation, or by these Bylaws.
5. Meetings. The Board shall meet at least four times each year, at times and locations
determined by the President. Meetings may be conducted by electronic means so long as
the statements given by any one Director can be heard and understood by all the other
Directors. The President of the Board may call special meetings when he/she deems it in
the best interest of the Society.
6. Notice. At least one week prior to any meeting, notice shall be given by the Society to
each Director at their addresses as they appear in the records of the Society. Such notice
may be given personally, by first class mail, by e-mail, or by facsimile machine and shall
state the time and location of the meeting, and the business to be transacted at such
meeting. Directors may waive notice requirements.
7. Quorums and Voting. The presence of more than half of the Directors shall constitute
a quorum. Except as otherwise provided by the Articles of Incorporation, these Bylaws, or
provisions of law, no business shall be considered by the Board at any meeting at which
the required quorum is not present, and the only motion which the Chair shall entertain at
such meeting is a motion to adjourn. Unless specified by the Articles of Incorporation,
these Bylaws, or by provisions of law, a majority vote of those present and voting is
required to authorize Board actions or resolutions.
8. Written Consent in Lieu of Meetings. Any action required by the Articles of
Incorporation, these Bylaws, provisions of law, or which otherwise may be taken at a
meeting of the Board, may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by all of the Directors entitled to vote with respect to the
subject matter of such consent, or all Directors in office, and filed with the Secretary of the
Society.
K
S9. Conduct of Meetings. Meetings of the Board shall be governed by a Chair who shall
be the President of the Board of the Society; or, in his/her absence, by the First or Second
Vice President of the Board (in that order of availability). In the absence of each of these
persons, the Chair shall be chosen by a majority of the Directors present at the meeting.
10. Honorary or Lifetime Directors. The Board may elect honorary or lifetime Directors,
who shall serve in ex officio capacities (i.e., attend and participate in meetings, but with no
voting rights).
Article III
Officers
1. Elections. The Officers shall be President, First Vice President, Second Vice
President, Secretary, and Treasurer. All Officers shall be members of the Board. The
Board shall elect Officers at a regular or special meeting, and any vacancies may be filled
by election at any regular or special meeting of the Board. Officers shall be elected for
terms of two years, and shall serve no more than two consecutive terms. An Officer may
be elected to hold more than one office at time, except that the President shall not hold
more than one office. Officers may be removed by a two-thirds vote of the Directors.
2. President The President shall convene regularly scheduled Board meetings; preside
or arrange for other members of the Executive Committee to preside at each meeting;
serve as an ex officio or regular member of all committees (but need not attend all
Committee meetings); preside at -general membership meetings and Executive
Committee meetings; and, with the Executive Director, report on the past year's activities
at general membership meetings. The President will also perform such other duties as
are incident to the office or are properly required of the President by the Board.
3. Vice -Presidents. The First Vice -President shall assume the duties of the President in
the event of the latter's absence, incapacity to serve, or resignation. The Second Vice -
President shall assume the duties of the officer preceding him/her in the event of the
latter's absence, incapacity to serve, or resignation.
4. Secretary. The Secretary shall ensure the retention of records of Board actions and the
recording of minutes at all Board meetings.
5. Treasurer. Working with the appropriate staff (e.g., the Executive Director and/or the
Chief Financial Officer), the Treasurer shall present interim financial reports at each Board
meeting, present a complete report to the Board at the end of each fiscal year, chair the
Finance Committee, assist in the preparation of the annual budget, and as necessary sign
grant applications or other financial documents for the Society.
Article IV
Board Committees
1. Executive Committee. The Executive Committee consists of the Officers of the Board,
and may include the past president, if appropriate and approved by the current President.
3
In consultation with Executive Director, the Executive Committee shall provide executive
oversight of the Society and set the agenda for Board meetings. The Executive
Committee shall also evaluate the performance of the Executive Director, including
recommending any salary adjustments to the full Board for approval. The Executive
Committee may exercise all of the delegable powers of the Board, unless the Board
prescribes specific restrictions, but it shall have no authority to fill vacancies on the Board;
amend or repeal the Bylaws or adopt new Bylaws; or hire or fire the Executive Director.
2. Finance and Audit Committees. The Finance Committee shall consist of the
Treasurer, who shall serve as the chair of the committee, and at least three other
members. The Finance Committee shall work with staff to develop and review fiscal
procedures; review the annual budget with staff and present the annual budget to the
Board for its approval; submit reports to the Board on at least a quarterly basis, showing
income, expenditures and pending income; and arrange for and obtain an independent an
annual review or audit of the Society's financial statements in accordance with state and
federal requirements. The President may appoint an audit committee, which shall include
at least one financial expert who is not a Board member, and which shall not include any
Officers of the Board, to meet with the auditor and to satisfy themselves that the financial
affairs of the Society are in order.
3. Nominating Committee. The Nominating Committee shall be responsible for
developing and nominating candidates for election to the Board, and for planning for
board training and leadership development. The Nominating Committee may only
nominate as many candidates as there are available open Board positions, but need not
fill all open positions. All candidates shall have been previously informed of the duties and
responsibilities of Board members, and shall have consented to nomination. Board
members seeking reelection may not participate in the selection of candidates for election
to the Board.
4. Collections Committee. The Collections Committee shall operate in accordance with
the Society's acquisitions and de -accessioning policy and shall make recommendations to
the Board accordingly.
5. Committee Reports and Recommendations. All Committees shall report on their
activities and make any recommendations for action that requires Board approval at
Board meetings.
6. Committee Composition. The President shall appoint members of the Committees.
Except as provided herein or by provisions of law, members of these committees may be
Directors, staff, or interested individuals from the community at large. Chairs of
Committees must be Board members or staff appointed by the President. The Board
President is an ex officio or regular member of all committees, except any audit
committee. The President may create other standing or ad hoc committees with such
powers as he or she deems appropriate. The President may also invite members of the
public to serve on one or more ad hoc or standing Advisory Councils, whose functions
shall be to advise the Directors and the Executive Director in regard to long-term
directions, growth and development, and community needs.
4
11
Article V
Executive Director
1. Executive Director. The Executive Director shall be responsible for the day-to-day
operations of the Society subject to the policies set by the Board or as required by law;
attend and participate in Board and Executive Committee meetings and may attend and
participate in all other Committee meetings; ensure that meeting announcements and
copies of minutes and the agenda are distributed to each Director in a timely manner,
make appropriate and/or required financial information available to Directors and the
public; ensure that corporate records are maintained; and generally oversee the staff and
the proper operations of the Society. The Executive Director is authorized to sign checks
and enter into all necessary contracts or other obligations on behalf of the Society subject
to the approval limits set by the Board.
Article VI
Miscellaneous Provisions
1. Fiscal Year. The fiscal year of the Society shall be April 1 through March 31.
2. Members. The Society has no voting members, but the Executive Director may
authorize non -voting classes of members.
3. No Private Inurement The Society is not organized nor shall it be operated for the
primary purpose of generating pecuniary gain or profit. The Society shall not distribute any
® gains, profits or dividends to the Directors, Officers, or Members thereof, or to any
individual, except as reasonable compensation for services actually performed in carrying
out the Society's charitable and educational purposes. The property, assets, profits and
net income of the Society are irrevocably dedicated to charitable and educational
purposes no part of which shall inure to the benefit of any individual.
4. Lobbying Restrictions. No substantial part of the activities of the Society shall consist
of the carrying on of propaganda or otherwise attempting to influence legislation, and the
Society shall not participate in, or intervene in, any political campaign on behalf of any
candidate for public office. Provided, however, that this provision shall not apply to such
activities to the extent the Society has made an election pursuant to and remains in
compliance with the restrictions of Section 501(h) of the Intemal Revenue Code.
5. Dissolution. The Society may be dissolved upon the adoption of a plan to dissolve in
the manner now or hereafter provided in the Florida Statutes. In the event of dissolution of
the Society, no liquidating or other dividends and no distribution of property owned by the
Society shall be declared or paid to any private individual, but the Board of Directors shall,
after paying or making provisions for the payment of all of the legitimate liabilities of the
Society, dispose of all of the assets of the Society exclusively for the purposes of the
Society in such manner or to such organization or organizations which are organized and
operated exclusively for charitable, scientific or educational purposes as shall at the time
qualify as an exempt organization or organizations under section 501(c)(3) of the Internal
Revenue Code, as the Board of Directors shall determine.
6. Emergency Provisions. During an emergency as defined in Florida Statutes
(Corporations Not For Profit) 617.0207, the Executive Director, with consultation with as
5
L ]
many Directors as may be contacted, may without a quorum requirement or meeting take
emergency actions that would otherwise require regular Board approval but which are
deemed in good faith necessary to preserve the finances and assets of the Society. Such
emergency actions must be subsequently rated by the Board.
7. Amendments. The Bylaws may be amended by a two-thirds vote of the Directors
present at any meeting, provided that the proposed amendment(s) has/have been
submitted to the Board, in writing, at least one week prior to the meeting date. However,
sections VIA VIA and VI.5 may only be amended by a unanimous vote of all of the
Directors.
APPROVED: March 21, 2012 by the Board of Directors of the Key West Art and
Historical Society, Inc.
0
LIM
klll.�• CERTIFICATE OF LIABILITY INSURANCE R022
09-04-201)3
THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER
INTUIT INSURANCE SERVICES INC
250822 P: ()- F: (888)443-6112
PO BOX 33015
CONTACT
NAME:
PHONE
No, Ext: (A/C,No): (888)443-6112
E-MAIL
ADDRESS:
SAN ANTONI O TX 78265
INSURER(S) AFFORDING COVERAGE NAIC It
INSURER A : Hartford Underwriters Ins Co
INSURED
INSURER B
INSURER C
KEY WEST ART & HISTORICAL SOCIETY INC.
281 FRONT ST
INSURER D
KEY WEST FL 33040
INSURERS:
INSURER F
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
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CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE
Monroe County BOCC
DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
1100 S IMONTON ST
KEY WEST, FL 33040�_
ACORD 25 (2010/05)
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The ACORD name and logo are registered marks of ACORD
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CERTIFICATE OF LIABILITY INSURANCE °
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THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CI:R7�ICATE HOLDER. THIS
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ACORD 26 (201OMS)
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