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Item D3BOARD 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 I „ Y „; ° W Heather Carruthers, District 3 Sylvia J. Murphy, District 5 County Commission Meeting August 16, 2017 Agenda Item Number: D.3 Agenda Item Summary #3221 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 Key West Business Guild, Inc to provide gay and lesbian visitor information services to exercise the option to extend agreement for an additional two (2) years. ITEM BACKGROUND: DAC I approved same at their meeting of June 21, 2017 TDC approved same at their meeting of July 18, 2017 PREVIOUS RELEVANT BOCC ACTION: BOCC approved original agreement at their meeting of August 20, 2014 CONTRACT /AGREEMENT CHANGES: Amendment to Extend STAFF RECOMMENDATION: Approval DOCUMENTATION: Key West Business Guild - Amendment and Original Agreement FINANCIAL IMPACT: Effective Date: October 1, 2014 Expiration Date: September 30, 2019 Total Dollar Value of Contract: $100,000 Total Cost to County: No Cost to County Current Year Portion: $50,000 Budgeted: Yes Source of Funds: TDC CPI: N/A Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No Grant: N/A County Match: N/A Insurance Required: No Additional Details: If yes, amount: 08/16/17 117 -77010 - TDC INFO SVCS 117 $50,000.00 REVIEWED BY: Maxine Pacini Completed 07/31/2017 2:03 PM Christine Limbert Completed 07/31/2017 2:15 PM Budget and Finance Completed 07/31/2017 2:59 PM Maria Slavik Completed 07/31/2017 2:59 PM Kathy Peters Completed 08/01/2017 3:54 PM Board of County Commissioners Pending 08/16/2017 9:00 AM AMENDMENT 1 St 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 Key West Business Guild, Inc. hereinafter referred to as "Contractor". WHEREAS, there was an Agreement entered into on August 20, 2014 between the parties, for Contractor to provide Visitor Information Services which promote gay and lesbian tourism for the County and TDC; and WHEREAS, the original Agreement with Contractor provides an option to renew the Agreement for an additional two (2) year period; and WHEREAS, the parties desire to exercise option to extend Agreement for an additional two year period; and WHEREAS, it has become necessary to include updated public records compliance information in the Agreement; 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. a Amendment #1 Key West ]Business Guild - Gay and Lesbian VIS Contract #: 1340 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 th th 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 section119.10, 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 #1 Key West Business Guild - Gay and Lesbian VI5 Contract M 1340 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 MONROECOUNTY- FL.GOV MONROE COUNTY ATTORNEY'S OFFICE 1111 12 Street, SUITE 408, KEY WEST, FL 33040. . The remaining provisions of the contract dated August 20, 2094 remain in full force and effect. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK wt Amendment #1 Key West Business Guild - Gay and Lesbian VIS Contract #: 1340 IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above wittem. =77 of Monroe County I wt (CORPORATE SEAL) Attest: Key West Business Guild, Inc. Amendment N I KEY WEST BUSINESS GUILD — GAY _& LESBIAN VI AGREEMENT THIS AGREEMENT (Agreement), made and entered into this �ay of&&Q& 2014. ' A.D., by and between MONROE COUNTY, FLORIDA, (hereinafter called the tl+) and Key West Business Guild, Inc., (hereinafter called the Contractor). WHEREAS, Contractor has successfully provided Visitor Information Services which promote gay and lesbian tourism for the County and Tourist Development Council (TDC) since April 1, 2001; and WHEREAS, TDC has recommended to the County that Contractor be awarded an Agreement for Visitor Information Services which promote gay and lesbian tourism; 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 A rem ement: 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. Scope of Work Contractor shall provide Gay & Lesbian Visitor Information Services for the County as described below: A. The County will provide and maintain at least one (1) toll free phone number at their own cost which may be used as a call to action number for TDC gay and lesbian marketing, and to field visitor phone inquiries. Contractor shall respond to all telephone inquiries from said toll free number with general information about the destination and Monroe County. B. The Contractor will respond to all visitor inquiries (telephone, emaivweb and in- person walk-ins) for the benefit of the destination as a whole, and not just for the benefit of the Contractor or members of the Contractors organization, nor discriminate against non - members. C. The Contractor will use an approved standard template when responding to visitor emailslweb inquiries. Said template shall include a link to visit the TDC official website www.fla-ke s.com , a link to sign up for a Gay & Lesbian eNewsletter via the Contractor's website, and a link to download an electronic version of the brochure used in VIS mail fulfillment via the Contractors website (if mail fulfillment is provided). The template may also include Contractors logo and a link to Contractors website. D. The Contractor will give the TDC official website address: www.fla- keys.com, or its Gay and Lesbian info page: www.fla- keys.com /gay, as the first response for a destination website and shall introduce the official TDC website to all caller and email enquirers as a source for further information on the destination. This provision shall not preclude Contractor from introducing its own website as a secondary source of information. Itt Key West Business Guild Gay & Lesbian VIS 1D #: 1340 E. The Contractor will provide Visitor Information Services to visitors or enquirers calling into, emailing or walking into the facility Monday through Saturday, 9:00 a.m. to 5 :00 p.m., with the exception of Christmas Eve afternoon, Christmas Day; New Year's Day; President's Day,, Memorial Day; Easter, July 4 Day; Labor Day and Thanksgiving Day. F. The Contractor will provide voice mail, answering machine or similar procedures to capture visitor inquiries during off flour operations or call overflow. G, The Contractor will provide and maintain a website at their own cost for gay and lesbian visitor information, including gay and lesbian accommodations and attractions within the destination, a link to the TDC website. The website shall be available 24 hours a day, Monday through Sunday, with the exception of required outages for site maintenance and upgrades. H. The Contractor will maintain an online survey of website visitors. A link to the survey shall be placed on the homepage. The survey shall record and capture visitor market research data; including visitor state or county of origin, gender, age, education, income, length of stay, month of planned visit, type of accommodation desired, accommodation cost range sought, planned activities, planned travel group, travel method, past visitation to Key West and other destinations in consideration. Contractor shall provide TDC with a monthly report of aggregate visitor response to online survey questions. I. The Contractor will provide email addresses to the TDC on a monthly basis. J. The Contractor will provide tracking data on visitation to the website; including total sessions, total page views, top pages viewed, top referral pages and top referral search engines. Contractor shall provide these website visitation statistics to the TDC on a monthly basis. K. The Contractor will produce collateral material for gay and lesbian visitors and provide mail fulfillment of said material internally or via subcontract The Contractor shall retrieve and record all information required for callers or email inquiries resulting in mail fulfillment requests; which includes the name, address, ZIP code and telephone number or email address (when provided) of the caller. L. The Contractor will prepare labels, place labels on envelopes, place approved collateral material in envelopes, place first class postage and deliver fulfillment to the post office. The Contractor shall use its own collateral material and/or local gay /lesbian industry materials as mail fulfilment. Contractor shall provide the TDC with a copy of any collateral materials used for mail fulfillment for their records. M. The Contractor will provide its own (305) telephone line(s), collateral material, mail fulfillment envelopestpackaging, postage, postage equipment, computer equipment and Itt a� Key West Business Guild Gay & Lesbian VIS 1D #: 1340 staff to provide said service. No additional funding shall be provided by the TDC for fulfillment of these contractual services. Contractor shall provide said within the agreed upon annual administrative fee or provide at own cost. N. The Contractor is prohibited from distributing visitor name and address information recopied via visitor collateral requests to third parties without the express verbal or written consent of the visitors. Contractor shall at all times comply with the Telecommunications Act, relevant Postal Regulations or other regulations regarding third party mail distribution. The Contractor shall have and maintain a binding agreement to hold harmless and indemnify the County from any claims of liability, identify theft, bodily harm, loss of fife, losses and causes of action which may arise out of or as a result of the distribution of visitor information by the Contractor to a third party. O. The Visitor Information Service program is subject to review and periodic change by the Monroe County TDC. Any significant change resulting in substantial costs and/or time in the scope of services requires the written and signed consent of both parties. 3. Compensation Contractor shall charge Fifty Thousand ($50,000) dollars as an annual administration fee to cover costs outlined in scope of services. Payment will be made in eleven (11) monthly installments of four thousand, one hundred and sixty -six dollars ($4,166) and one (1) monthly installment of four thousand, one hundred and seventy four dollars ($4,174). The BOCC and the TDC assume no liability to fund this agreement for an amount in excess of this award. Payment for expenditures permissible by law and County policies shall be made through reimbursement to Contractor upon presentation of invoices, and other documentation necessary to support a claim for reimbursement. Monroe County's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the BOCC. 4. Term of Agreement The term of the Agreement is for three years, commencing on the 1 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 -year period. 5. Contractor's Acceptance of Condition : 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 furnished 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 Itt a� a� Key West Business Guild Gay & Lesbian VIS ID #: 1340 from the Contractor, who in any event shall be jointly and severely 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. D. The Contractor warrants that it has, and shall maintain throughout the term 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. Contractors 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 terns 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 Key West Business Guild 4 Gay & Lesbian VIS ID #: 1340 Ict a� a� 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. 9. Independent Conkgcto r. 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 its 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, ai$ 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 Vlli 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 V1, 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. Assi nmentIS b ntract: 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 Key West Business Guild S Gay & Lesbian VIS ID #: 1340 Ict a� a 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 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 Re uirement: 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: Ict a� a� Key West Business Guild b Gay & Lesbian VI5 ID #: 1340 FOR TD C: Maxine Pacini Monroe County TDC 1201 White Street, Suite 102 Key West, FL 33040 FOR COUNTY Christine Limbert- Barrows, Assistant County Attorney PO Box 1026 Key West, FL 33041 -1026 FOR CONTRACTOR Guy Ross Key West Business Guild, Inc. 513 Truman Avenue Key West, FL 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 fulfill 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. Termination 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. Goveming Law Venue Interpretati Costs and Fee 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 Key West Business Guild 7 Gay & Lesbian V15 1D #: 1340 Ict a� a� 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 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 attomey'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. Authority Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. Key West Business Guild Gay & Lesbian VIS ID #: 1340 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, 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. Legal Obligations and R s on ibilities: Non- Delegation of Constitutional or Statutory Duties 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 bnforce 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, including 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. Eacution in Coun arts: 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. Itt Key West Business Guild Gay & Lesbian VIS ID #: 1340 Yf 21L &No Holm Seddon headings have been bmwW In ft AWmmt as ainatto d mmnkwm d Wwmm only. and It b aWeW t ouch mcdon headngs are not a pad of this Agmemat and wit not be umd In the m, i stdo i of any provision d this AWeenwit. WHEREOF. the parties hmft have GKOW this AQNMWd to be mocubd the *9 @ban VMftL 0 (CORPORATE SEAL) BY some" Print Name Dobc (I Key Wed Budnwe Guild, Ina arl [Z- STQ %iths Print Name DOW 11, aCig (2) � h c vsr " & PrIntiftno Dow IlaywwBalmmoom aq&Lommvm MONROE COUNTY ATTORNEY APPROVED AS TO FORM: LMUMM-OAPMUM to ASGWd V Arroptmay I Ict I rf c a n- AEIJ I gQ d 71 4 - E V 10 - rl'