Item D1BOARD OF COUNTY COMMISSIONERS
C ounty of M onroe A(I Mayor George Neugent, District 2
T he Fl orida Keys 4� �� m Mayor Pro Tem David Rice, District 4
l Danny L. Kolhage, District 1
„ Y
„; ° W Heather Carruthers, District 3
Sylvia J. Murphy, District 5
County Commission Meeting
June 21, 2017
Agenda Item Number: D.1
Agenda Item Summary #3018
BULK ITEM: Yes DEPARTMENT: Tourist Development Council
TIME APPROXIMATE: STAFF CONTACT: Ammie Machan (305) 296 -1552
N/A
AGENDA ITEM WORDING: Approval of an Amendment to Agreement with Keys Association
of Dive Operators, Inc. (Dive Umbrella) to exercise option to extend agreement for an additional
two (2) years.
ITEM BACKGROUND: TDC approved same May 23, 2017
PREVIOUS RELEVANT BOCC ACTION:
BOCC approved original agreement at their meeting of July 16, 2014
CONTRACT /AGREEMENT CHANGES:
Extension to Agreement
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Dive Umbrella Extension Amendment
FINANCIAL IMPACT:
Effective Date: October 1, 2014
Expiration Date: September 30, 2019
Total Dollar Value of Contract: No Cost
Total Cost to County: No Cost to County
Current Year Portion:
Budgeted:
Source of Funds: TDC
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: No
Grant:
County Match:
Insurance Required: No
Additional Details:
If yes, amount:
I ] W TA 1 IH W. -Is
Maxine Pacini
Completed
05/26/2017 1:56 PM
Christine Limbert
Completed
06/01/2017 11:07 AM
Budget and Finance
Completed
06/01/2017 11:24 AM
Maria Slavik
Completed
06/01/2017 11:27 AM
Kathy Peters
Completed
06/06/2017 11:36 AM
Board of County Commissioners
Pending
06/21/2017 9:00 AM
DATE: June 6, 2017
To: Monroe County Board of County Commissioners
FROM: Harold Wheeler, TDC Director of Marketing
RE: Extension to Agreement with Keys Association of Dive Operators, Inc. (Dive
Umbrella)
Our current agreement with Keys Association of Dive Operators, Inc. to act as a county wide
Dive Umbrella to provide marketing recommendations to the TDC and the Monroe County
Board of County Commissioners concerning dive /snorkeling related marketing activities expires
on September 30, 2017.
The agreement allows for an option to extend under the same terms and conditions for an
additional two (2) years.
There is no cost to the TDC /County for the services provided by the Keys Association of Dive
Operators, Inc. Approval is requested to extend the agreement for an additions two (2) year
period to September 30, 2019.
AMENDMENT (1 AMENDMENT) TO AGREEMENT
THIS AMENDMENT to Agreement dated the day of 2017, is entered into by
and between the Board of County Commissioners for Monroe County, a political subdivision of
the state of Florida (County), on behalf of the Tourist Development Council, and Keys
Association of Dive Operators, Inc. hereinafter referred to as "Contractor ".
WHEREAS, there was an Agreement entered into on July 16, 2014 between the parties,
for Contractor to provide marketing recommendations to the TDC and the Monroe County
Board of County Commissioners concerning dive /snorkeling related marketing activities; and
WHEREAS, the original Agreement with Contractor provides an option to renew the
Agreement for an additional two (2) year period; and
WHEREAS, it has become necessary to include updated public records language in the
Agreement; and
WHEREAS, the parties desire to exercise option to extend Agreement for an additional
two year period; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein the
parties agree to the amended agreement as follows:
1. Paragraph 4 of the agreement shall read: Term of Agreement The agreement shall
expire on September 30, 2019.
2. Paragraph 7 of the agreement shall be revised to include: Public Records Compliance.
Contractor must comply with Florida public records laws, including but not limited to
Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida.
The County and Contractor shall allow and permit reasonable access to, and inspection
of, all documents, records, papers, letters or other "public record" 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 Contractor in conjunction with this contract and
related to contract performance. The County shall have the right to unilaterally cancel
this contract upon violation of this provision by the Contractor. Failure of the Contractor
to abide by the terms of this provision shall be deemed a material breach of this contract
and the County may enforce the terms of this provision in the form of a court proceeding
and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and
costs associated with that proceeding. This provision shall survive any termination or
expiration of the contract.
Amendment 41
Keys Association of Dive Operators — Dive Umbrella
Contract #: 1339
The Contractor is encouraged to consult with its advisors about Florida Public Records
Law in order to comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the
Contractor is required to:
(1) Keep and maintain public records that would be required by the County to
perform the service.
(2) Upon receipt from the County's custodian of records, provide the County with a
copy of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided in this chapter or as
otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and following completion of the contract if the contractor
does not transfer the records to the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public
records in possession of the Contractor or keep and maintain public records that
would be required by the County to perform the service. If the Contractor transfers all
public records to the County upon completion of the contract, the Contractor shall
destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. If the Contractor keeps and maintains public
records upon completion of the contract, the Contractor shall meet all applicable
requirements for retaining public records. All records stored electronically must be
provided to the County, upon request from the County's custodian of records, in a
format that is compatible with the information technology systems of the County.
(5) A request to inspect or copy public records relating to a County contract must be
made directly to the County, but if the County does not possess the requested
records, the County shall immediately notify the Contractor of the request, and the
Contractor must provide the records to the County or allow the records to be
inspected or copied within a reasonable time.
If the Contractor does not comply with the County's request for records, the County
shall enforce the public records contract provisions in accordance with the contract,
notwithstanding the County's option and right to unilaterally cancel this contract upon
violation of this provision by the Contractor. A Contractor who fails to provide the
public records to the County or pursuant to a valid public records request within a
reasonable time may be subject to penalties under section 119.10, Florida Statutes.
The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose
of any public records unless or otherwise provided in this provision or as otherwise
provided by law.
Amendment 41
Keys Association of Dive Operators — Dive Umbrella
Contract #: 1339
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS, BRIAN BRADLEY AT PHONE# 305- 292 -3470 BRADLEY -
BRIAN(a,MONROECOUNTY- FL.GOV, MONROE COUNTY
ATTORNEY'S OFFICE 1111 12 Street, SUITE 408, KEY WEST, FL
33040.
x
3. The remaining provisions of the contract dated July 16, 2014 remain in full force and
effect.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Amendment 41
Keys Association of Dive Operators — Dive Umbrella
Contract #: 1339
(ua'u n' : 9 L ) 4UGWPUGWV U ellejqwnGAla :4u
ca
o'
IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year
first above written.
(SEAL) Board of County Commissioners
Attest: Kevin Madok, Clerk of Monroe County
Deputy Clerk
(CORPORATE SEAL)
Attest:
Keys Association of Dive Operators, Inc.
By.
Presiders
Print Name
Mayor /Chairman
AND TWO WITNESSES
Amendment #1
Keys Association of Dive Operators r. Dive Umbrella
Contract ##: 1339
ca
DIVE UMBRELLA AGREEMENT
THIS AGREEMENT ( "Agreement "), made and entered into this 6-_ day of ! , 2014,
A.D. by and between MONROE COUNTY, FLORIDA, (hereinafter called the "C"), and
Keys Association of Dive Operators, Inc., (hereinafter called the "Contractor").
WHEREAS, the County wishes to enter into this Agreement with Contractor, so that Contractor
will oversee the Monroe County Tourist Development Council ( "TDC ") Dive Umbrella, an
advisory committee to make marketing recommendations to the TDC and the Monroe County
Board of County Commissioners ( "BOCC ") concerning dive /snorkeling related marketing
activities;
NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein
and for the consideration hereinafter set forth, the parties mutually agree as follows:
1. The Agreement This Agreement constitutes the entire Agreement between the
County and the Contractor for the services contemplated herein. Any amendments or revisions
to this Agreement must be in writing and be executed in the same manner as this Agreement.
2. Scone of Work Contractor shall provide Dive Umbrella services for the County as
described below:
A. Contractor shall establish an annual recommended line item breakdown of a budgetary
allocation provided by the TDC , including but not limited to the following:
1. Media placement advertising for Florida Keys diving /snorkeling industry.
2. Any diving event (Trade Show) to be sponsored by the TDC.
3. Public relations for the Florida Keys diving /snorkeling industry.
B. Contractor shall make marketing recommendations to the TDC by those members who
sit on the Dive Umbrella Recommendation Committee based on proposals by the
Agencies of Record. There shall be five (5) members, one each representing the five
TDC districts. Recommended appointments will be approved by the TDC. Any
subsequent changes to the Recommendation Committee shall be provided in writing to
the TDC Administrative Office for approval by the TDC.
C. Contractor shall not receive any administration compensation, directly or indirectly, out
of the TDC Dive Umbrella funds. TDC shall pay advertising and promotional vendors
directly upon receipt of properly approved invoices.
D. Contractor shall provide a schedule of Dive Umbrella meeting dates, to include start
time and venue, to the TDC Administrative Office.
E. Contractor shall inform the TDC administrative office of all Dive Umbrella meetings no
later than 20 days prior to the meeting date. Contractor shall provide the date, time,
venue and reason for the meeting. Upon receipt of the meeting information, the TDC
Keys Association of Dive Operators
Dive Umbrella - 2014
ID #: 1339
(ua'u n' : 9 L ) 4UGWPUGWV U e11 9 jqwn 9 A 1 a :4u
ca
o'
R
administrative office shall place a public notice on the Monroe County official website
under Notice of Meetings.
F. Contractor shall provide a copy of the agenda and all attachments to the TDC
Administrative Office no later than seven (7) working days prior to each regularly
scheduled meeting.
G. Contractor may provide research information and contribute statistics and scientific
information for the TDC and the dive /snorkeling industry.
H. Contractor shall maintain adequate staffing levels to provide the services required under
the Agreement.
I. Contractor, upon the request of the TDC, shall be required to provide a representative
at a public meeting to address Dive Umbrella issues and/or make a presentation.
3. Payments Contractor is responsible to assist the agencies of record and TDC staff in
submitting invoices and support documentation acceptable to the County's Finance
Department for reimbursement.
4. Term of Agreement The term of the Agreement is for three years, commencing on the
1 st day of October, 2014, and ending on the 30th day of September, 2017. In addition the
County shall have the option to extend the Agreement for one additional two (2) year period.
5. Contractor's Acceotance of Conditions The Contractor hereby agrees to carefully
examine the scope of services and assumes full responsibility therefore. Under no
circumstances, conditions, or situations shall this Agreement be more strongly construed
against the County than against the Contractor.
A. Any ambiguity or uncertainty in the scope of services shall be interpreted and construed
by the County, and the County's decision shall be final and binding upon all parties.
B. The passing, approval, and /or acceptance by the County of any of the services
fumished by the Contractor shall not operate as a waiver by the County of strict
compliance with the terms of this Agreement. Failure on the part of the Contractor,
immediately after Notice to Correct a default shall entitle the County, if it sees fit, to
correct the same and recover the reasonable cost of such replacement and /or repair
from the Contractor, who in any event shall be jointly and severally liable to the County
for all damage, loss, and expense caused to the County by reason of the Contractor's
breach of this Agreement and /or his failure to comply strictly and in all things with this
Agreement and with the specifications.
C. The Contractor agrees that the TDC may designate representatives to visit the
Contractor's facility (ies) periodically to conduct random open file evaluations during the
Contractor's normal business hours.
Keys Association of Dive Operators
Dive Umbrella - 2014
IN: 1339
(UOISU94X3 GA L ) 4UGWPUGWV UOISU eII :4u
ca
o'
D. The Contractor warrants that it has, and shall maintain throughout the tern of this
Agreement, appropriate licenses and permits required to conduct its business, and that
it will at all times conduct its business activities in a reputable manner. Proof of such
licenses and permits shall be submitted to the County upon request.
6. Contractor's Financial Records Contractor shall maintain all books, records, and
documents directly pertinent to performance under this Agreement in accordance with
generally accepted accounting principles consistently applied. Each party to this Agreement or
their authorized representatives shall have reasonable and timely access to such records of
each other party to this Agreement for public records purposes during the term of the
Agreement and for four years following the termination of this Agreement.
7. Public Access The County and Contractor 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 Contractor in conjunction with this Agreement; and the County
shall have the right to unilaterally cancel this Agreement upon violation of this provision by
Contractor.
Pursuant to F.S. 119.0701, Contractor and its subcontractors shall comply with all public
records laws of the State of Florida, including but not limited to:
(a) Keep and maintain public records that ordinarily and necessarily would be required
by Monroe County in order to perform the service.
(b) Provide the public with access to public records on the terms and conditions that
Monroe County would provide the records and at a cost that does not exceed the cost
provided in Florida Statutes, Chapter 119 or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to
Monroe County all public records in possession of the Contractor upon termination of
the Agreement and destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. All records stored
electronically must be provided to Monroe County in a format that is compatible with the
information technology systems of Monroe County.
8. Hold Harmless The Contractor covenants and agrees to indemnify and hold harmless
Monroe County BOCC and the TDC from any and all claims for bodily injury (including death),
personal injury, and property damage (including property owned by Monroe County) and any
other losses, damages, and expenses (including attorney's fees) which arise out of, in
connection with, or by reason of services provided by the Contractor or any of its
Subcontractor(s) in any tier, occasioned by the negligence, errors, or other wrongful act of
omission of the Contractor or its subcontractors in any tier, their employees, or agents.
Keys Association of Dive operators
Dive Umbrella - 2014
1D#: 1339
+ 1 S a + wd 4UGWPUGWV + • a
9. Independent Contractor At all times and for all purposes under this Agreement the
Contractor is an independent Contractor and not an employee of the BOCC. No statement
contained in this Agreement shall be construed so as to find the Contractor or any of his
employees, contractors, servants, or agents to be employees of the BOCC.
10. Nondiscrimination The parties 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. The parties
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 VII of the Civil
Rights Act of 1964 (PL 88 -352), which prohibit discrimination in employment on the basis of
race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972,
as amended (20 USC §§ 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 § 794),
which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of
1975, as amended (42 USC §§ 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, §§ 523 and 527 (42 USC §§ 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 §§ 3601 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 §§ 1201), as
amended from time to time, relating to nondiscrimination in employment on the basis of
disability; 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on
the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender
identity or expression, familial status or age; and 11) any other nondiscrimination provisions in
any Federal or State statutes which may apply to the parties to, or the subject matter of, this
Agreement.
11. Assianment/Subcontract The Contractor shall not assign or subcontract its obligations
under this Agreement, except in writing and with the prior written approval of the BOCC and
Contractor, which approval shall be subject to such conditions and provisions as the BOCC
may deem necessary. This paragraph shall be incorporated by reference into any assignment
or subcontract and any assignee or subcontractor shall comply with all of the provisions of this
Agreement.
12. Compliance with Law In providing all services/goods pursuant to this Agreement, the
Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or
regulating the provisions of, such services, including those now in effect and hereinafter
adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a
material breach of this Agreement and shall entitle the BOCC to terminate this Agreement
immediately upon delivery of written notice of termination to the Contractor. The Contractor
Keys Association of Dive Operators 4
Dive Umbrella - 2014
ID #: 1339
(ua' u n' : 9 L ) 4UGWPUGWV UOISU ell 9 jqwn 9 A 1 a :4u
ca
o'
shall possess proper licenses to perform work in accordance with these specifications
throughout the term of this Agreement.
13. Disclosure and Conflict of interest The Contractor represents that it, its directors,
principles and employees, presently have no interest and shall acquire no interest, either direct
or indirect, which would conflict in any manner with the performance of services required by
this Agreement, as provided in Sect. 112.311, et seq., Florida Statutes. County agrees that
officers and employees of the County recognize and will be required to comply with the
standards of conduct for public officers and employees as delineated in Section 112.313,
Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business
with one's agency; unauthorized compensation; misuse of public position, conflicting
employment or contractual relationship; and disclosure or use of certain information.
Upon execution of this Agreement, and thereafter as changes may require, the Contractor
shall notify the County of any financial interest it may have in any and all programs in Monroe
County which the Contractor sponsors, endorses, recommends, supervises, or requires for
counseling, assistance, evaluation, or treatment. This provision shall apply whether or not
such program is required by statute, as a condition of probation, or is provided on a voluntary
basis.
The County and Contractor 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
Contractor 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.
14. Arrears The Contractor shall not pledge the County's credit or make it a guarantor of
payment or surety for any Agreement, debt, obligation, judgment, lien, or any form of
indebtedness. The Contractor further warrants and represents that it has no obligation or
indebtedness that would impair its ability to fulfill the terms of this Agreement.
15. Notice Requirement Any notice required or permitted under this Agreement shall be in
writing and hand delivered or mailed, postage prepaid, to the other party by certified mail,
returned receipt requested, to the following:
FOR TDC Maxine Pacini
Monroe County TDC
1201 White Street
Key West, FL 33040
Keys Association of Dive Operators
Dive Umbrella - 2014
ID #: 1339
FOR CONTRACTOR Bob Holston
Keys Association of Dive Operators, Inc.
3128 North Roosevelt Blvd
Key West, Ft. 33040
16. Taxes The County is exempt from payment of Florida State Sales and Use taxes. The
Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to
its suppliers for materials used to full its obligations under this Agreement, nor is the
Contractor authorized to use the County's Tax Exemption Number in securing such materials.
The Contractor shall be responsible for any and all taxes, or payments of withholding, related
to services rendered under this Agreement.
17. Term ination:
A. The County may terminate this Agreement for cause with seven (7) days notice to the
Contractor. Cause shall constitute a breach of the obligations of the Contractor to
perform the services enumerated as the Contractor's obligations under this Agreement.
B. Either of the parties hereto may terminate this Agreement without cause by giving the
other party sixty (60) days written notice of its intention to do so.
18. Governing Law Venue Interpreta Costs and Fees:
A. This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida applicable to Agreements made and to be performed entirely in the
State.
B. In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, the County and Contractor agree that
venue will lie in the appropriate court or before the appropriate administrative body in
Monroe County, Florida.
C. The County and Contractor agree that, in the event of conflicting interpretations of the
terms or a term of this Agreement by or between any of them the issue shall be
submitted to mediation prior to the institution of any other administrative or legal
proceeding.
D. 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
Keys Association of Dive Operators 6
Dive Umbrella - 2014
1D #: 1339
(ua' u n' : 9 L ) 4UGWPUGWV UO e11 9 jqwn 9 A 1 a :4u
cc
o'
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 Contractor 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.
E. Attorney's Fees and Costs. The County and Contractor agree that in the event any
cause of action or administrative proceeding is initiated or defended by any party
relative to the enforcement or interpretation of this Agreement, the prevailing party shall
be entitled to reasonable attorney's fees, court costs, investigative, and out -of- pocket
expenses, as an award against the non - prevailing party, and shall include attorney's
fees, courts costs, investigative, and out -of- pocket expenses in appellate proceedings.
Mediation proceedings initiated and conducted pursuant to this Agreement shall be in
accordance with the Florida Rules of Civil Procedure and usual and customary
procedures required by the circuit court of Monroe County.
F. Adjudication of Disputes or Disagreements. County and Contractor 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.
G. Cooperation. In the event any administrative or legal proceeding is instituted against
either party relating to the formation, execution, performance, or breach of this
Agreement, County and Contractor 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 Contractor specifically agree that no party to this Agreement
shall be required to enter into any arbitration proceedings related to this Agreement.
19. Binding Effect The terms, covenants, conditions, and provisions of this Agreement
shall bind and inure to the benefit of the County and Contractor and their respective legal
representatives, successors, and assigns.
20. Authori Each party represents and warrants to the other that the execution, delivery
and performance of this Agreement have been duly authorized by all necessary County and
corporate action, as required by law.
21. 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.
22. Privileges and Immunities: All of the privileges and immunities from liability, exemptions
from laws, ordinances, and rules and pensions and relief, disability, workers' compensation,
Keys Association of Dive Operators
Dive Umbrella - 2014
ID #: 1339
(ua' u n' : 9 L ) 4UGWPUGWV U 01 SUG4X3 eII 9 jqwn 9 A 1 a :4u
ca
o'
V
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.
23. Lec ial Obligations nd Responsibilities: Non - Delegation of Constitutional or Statutory
Duties. This Agreement is not intended to, nor shall it be construed as, relieving any
participating entity from any obligation or responsibility imposed upon the entity by law except
to the extent of actual and timely performance thereof by any participating entity, in which case
the performance may be offered in satisfaction of the obligation or responsibility. Further, this
Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the
constitutional or statutory duties of the County, except to the extent permitted by the Florida
constitution, state statute, and case law.
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 Contractor agree that neither the County nor the Contractor 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 Contractor 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. Execution in Countenparts This Agreement may be executed in any number of
counterparts, each of which shall be regarded as an original, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may execute this
Agreement by singing any such counterpart.
28. 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.
Keys Association of Dive Operators
Dive Umbrella - 2414
1D#: 1339
ca
A c 1 11 . I i — - P MvEmmmmm
IN WITNESS WHEREOF, to putin Wrdo have awnd Oft gP9ffwfd 10 be m"Abd the
day and year fkd abatis wftm.
Bowd d County Commkolonem
of Monroe Cou
Ma nnsn
Kep A .. 00ln nfl0fDlw0pwabMkdL
13 Y
sommm
Print �
Ddr.
i � �i�
(11 SaML ---
Prin
Z@PAnDdlftofDlwQpWm
Di" Umbm& - 214
m1p. I=
� 3 -,�) 0.
Pmkbffl
\r
Daft -ra W
AND TWO WITNESSES
P" N�
ENft S �
MONROE COUNTY ATTORNEY
/I PPR9170 AS TO FORM:
A
GWVffnNE M. UMEWA4AFAM
ASBWjM= M
AMEY
Data
9
(CORPORATESM
Afteft
UJ
w
>
W
w
-T
c%j
LLI
0
L3
cm
Z@PAnDdlftofDlwQpWm
Di" Umbm& - 214
m1p. I=
� 3 -,�) 0.
Pmkbffl
\r
Daft -ra W
AND TWO WITNESSES
P" N�
ENft S �
MONROE COUNTY ATTORNEY
/I PPR9170 AS TO FORM:
A
GWVffnNE M. UMEWA4AFAM
ASBWjM= M
AMEY
Data
9
(CORPORATESM
Afteft