Item E1County of Monroe
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BOARD OF COUNTY COMMISSIONERS
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Mayor David Rice, District 4
IleOI1da Keys
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Mayor Pro Tem Sylvia J. Murphy, District 5
Danny L. Kolhage, District I
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George Neugent, District 2
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Heather Carruthers, District 3
County Commission Meeting
March 21, 2018
Agenda Item Number: E.1
Agenda Item Summary #3937
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 extend the Agreement with the City
of Key West for the Smathers Beach Restroom Facility Project to September 30, 2018
ITEM BACKGROUND: Attached is a request from the City of Key West to extend the Agreement
with for the Smathers Beach Restroom Facility project to September 30, 2018 due to delays in the
design and construction process.
DAC I approved same at their meeting of January 10, 2018
TDC approved same at their meeting of January 30, 2018
PREVIOUS RELEVANT BOCC ACTION: BOCC approved original Agreement at their meeting
of April 20, 2016.
BOCC approved 1 Amendment to Agreement at their meeting of May 17, 2017
CONTRACT /AGREEMENT CHANGES:
Amendment to Extend
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
City of Key West Smathers Beach Restroom - Request, Amendment and Original Agreement
FINANCIAL IMPACT:
Effective Date: April 20, 2016
Expiration Date: September 30, 2018
Total Dollar Value of Contract: $225,000
Total Cost to County: No Cost to County
Current Year Portion: $225,000
Budgeted: Yes
Source of Funds: TDC
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: No
Grant:
County Match:
Insurance Required: Yes
Additional Details:
If yes, amount:
03/21/18 117 -77040 - TDC BRICKS & MORTAR 117
$225,000.00
REVIEWED BY:
Maxine Pacini
Completed
02/12/2018 2:09 PM
Christine Limbert
Completed
03/06/2018 9:23 AM
Budget and Finance
Completed
03/06/2018 9:25 AM
Maria Slavik
Completed
03/06/2018 9:26 AM
Kathy Peters
Completed
03/06/2018 12:26 PM
Board of County Commissioners
Pending
03/21/2018 9:00 AM
December 13, 2017
Monroe County Tourist Development Council
District I Advisory Committee
1201 White Street, Suite 102
Key West, FL 33040
RE: Smathers Beach Restroom Facility Project
Contract ID ##1651; $225,000 in capital funding
Request for 6 -month time extension to grant award agreement
Dear District I Advisory Committee:
The City of Key West respectfully requests an additional 6 -month time extension to the Grant
Agreement Period of the Smathers Beach Restroom Facility Project, Contract ID ##1651. If
approved, the time extension will move the expiration of the agreement to September 30, 2018.
It is currently March 31, 2018.
In the early stages of this project, the restroom design was going to be similar to a design being
used at the Truman Waterfront Park. However, that design resulted in higher than anticipated
construction costs, which led the City to spend additional time redesigning the Smathers Beach
Restroom Facility project to a lower cost pre- engineered, pre - manufactured building. Bids for
this project have been received. The contract was awarded to D.L. Porter whose bid included a
deductive bid alternate for a site constructed bathroom saving $94,850. Total contract award,
including the deductive bid alternate, is for $655,850. In addition, Hurricane Irma has
contributed to the loss of time on this project both from the event itself and the weeks
Immediately following the storm.
Your continued support and patience is much appreciated. Thank you for considering our
request for additional time. If you have any questions, please contact me at (305) 809 -3741 or
via email eln citYo ewt fi.v
Sincerely,
Carolyn D. Sheldon
Senior Grants Administrator
AMENDMENT 2nd AMENDMENT TO AGREEMENT
THIS AMENDMENT to Agreement dated this day of 2018, is entered into by and
between the Board of County Commissioners for Monroe County, on behalf of the Tourist
Development Council, and The City of Key West a Government agency organized and operating
under the laws of the state of Florida (Grantee).
WHEREAS, there was an Agreement entered into on April 20, 2016 between the parties,
awarding $225,000 to Grantee for the Smathers Beach Restroom Facility Project ( "Agreement");
and
WHEREAS, there was an amendment to Agreement on May 17, 2017 to revise the
termination date of the agreement to March 31, 2018 to allow for completion of the project, and
WHEREAS, it has become necessary to revise the termination date of the agreement to
September 30, 2018 due to delays in the design process and delays due to hurricane Irma, and
NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties
agree to the amend Agreement as follows:
1. Paragraph 1 of the agreement shall be revised to read as follows: This Agreement is
for the period of April 20, 2016 to September 30, 2018. 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 of the original Agreement dated April 20, 2016.
2. Any references to termination date and submission of invoices shall be revised to read
September 30, 2018.
3. The remaining provisions of the agreement dated April 20, 2016 shall remain in full
force and effect.
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
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Amendment #2
City Of Key West — 5mathers Beach Restroom Facility
IN 1651
IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first
above written.
(SEAL)
Attest: Kevin Madok, Clerk
nt N ame Print a e
The City of Key West
Attest
Board of County Commissioners
of Monroe County
.. Cla Lope
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AMINDMENT 11st AMENDMENT] TO AGREEMENT
THIS AMENDMENT to Agreement dated this IT 4 � day of M ( 2017, is entered into by and
between the Board of County Commissioners for Monroe C unty, on behalf of the Tourist
Development Council, and The City of Key West a Government agency organized and operating
under the laws of the state of Florida (Grantee).
WHEREAS, there was an Agreement entered into on April 20, 2016 between the parties,
awarding $225,000 to Grantee for the Smathers Beach Restroom Facility Project ( "Agreement";
and
WHEREAS, it has become necessary to revise the termination date of the agreement to
March 31, 2018 to allow for completion of the project,
NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties
agree to the amend Agreement as follows:
1. Paragraph 1 of the agreement shall be revised to read as follows: This Agreement is
for the period of April 20, 2016 to March 31, 2018. 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 of the original Agreement dated April 20. 2016.
2. Any references to termination date and submission of invoices shall be revised to read
March 31, 2018.
3. The remaining provisions of the agreement dated April 20, 2016 shall remain in full
force and effecL
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
Amcadmcnt N I
City Of Key West — 5mathca Beach Rem= Facility
ID #1651
WHEREOF, the parties have set their hands and seal on the day and year first
Board of County Commissioners
Clerk of Monroe County
Clerk Mayor /Chairman
Susan P. Harrison
Print Name
Date: Apri 017
Craig Cates
Print Name
Date: Aril 13 2017
MONROE COUNTY ATTORNEY
— APPROVED AS TO FORM:
CHRISTINE M. LIMBERT- BARROWS
ASSIST OU T�' ATTORNEY
Date �'
Amendment 6 i
City OF Key West— Smathers Beach Restroom Facility
JIM 3651
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The City of Key West
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By. J a� B
Sr . Deputy City Clerk Mayor
Susan P. Harrison
Print Name
Date: Apri 017
Craig Cates
Print Name
Date: Aril 13 2017
MONROE COUNTY ATTORNEY
— APPROVED AS TO FORM:
CHRISTINE M. LIMBERT- BARROWS
ASSIST OU T�' ATTORNEY
Date �'
Amendment 6 i
City OF Key West— Smathers Beach Restroom Facility
JIM 3651
Grant Award Aunwment
THIS AGREEMENT (agreement) is entered Into this day of
rl 2018 by and between MONROE COUNTY (County or Grantor), a political
subdlvlslon of the State of Florida and City of Key West (Grantee) a Government
organized and operating under the laws of the State of Florida.
WHEREAS, the district pennies of Tourist Development Tax may be used
for the following purposes only. To acquire, construct, extend, enlarge, remodel, repair.
Improve, maintain, operate or promote one or more a. Publicly owned and operated
convention centers, sports stadiums, sports arenas, coliseums, or auditoriums within the
boundaries of the county or subcounty special taxing district in which the tax Is levied; or b.
Aquariums or museums that are publicly owned and operated or owned and operated by
not- for -profit organizations and open to the public, within the boundaries of the county or
subcounty special taxing district in which the tax is levied; or zoological parks, fishing piers
or nature centers which are public owned and operated or owned and operated by not -for-
profit organizations and open to the public; and to finance beach park facilities or beach
Improvement maintenance, re- nourishment, restoration, and erosion control.
WHEREAS, Grantee has applied to TDC District I for funding for the
Smathem Beach Restr+oom Facility 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 Improve the property
for use as an beach park facility 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 terns and conditions as set forth below.
1. GRANT AGREEMENT PERIOD. This agreement Is for the period of March 23,
2018 through to September 30, 2017. This agreement shag rernaln In effect for the stated
period unless one party gives to the other written noti tcationon of termination pursuant to and
In compliance with paragraphs 7. 12 or 13 below. The project work described in
Exhibit A must commence within the flaml year funded which is October 1, 2015 to
Sapbmber 30, 201a. Proof that the project commenced within the fiscal year funded
may be requested by the TDC administrative office.
2. SCOPE OF AGREEMENT. The representations made by the Grantee In its
proposal submided to the TDC are incorporated herein by reference. The Grantee shall
provide the ibibwing scope of services: Materials and Labor required to complete the
above mentioned project. Segment(s) of the work 191we more paftUWV described In
Exhibit 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
ndmbursed. All work for which grant funds are to be expended must be completed by the
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stated termination date of September 30, 2017 and all Invoices pertaining to this project
shall be submitted to the Finance Department of Monroe County no later than September
30, 2017to 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 M 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
compiled with this requirement 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 admowiedge receipt of goods or work
performed. This Project Manager shall be James Scholl (Telephone:(305) 809-
3888;Email:jscholl@c tyofkeywest- fl.gov). 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 terns 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.
(1) 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:.
(li) 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 riot 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, unless the commodities or services will be provided by a
"sole source" provider, In which case the net 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. Refer to:
http:/Avww.monroecounty-fl.gov/DocumwCAmtedHomaAAew/9733
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
Ow architect, engineer, contractor or an independent consultant If necessary,
Cky of Key West - Smadws t3eech RaW ooms
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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.
3. AMOUNT OF AGREEMENT AND PAYMENT. The Grantor shall provide an
amount not to exceed $225,000 (Two Hundred Twenty Five Thousand QgN rs TDC District
I fundinol for materials and services used to Improve the property. Reimbursement
request must show that Grantee has pail in full for materials and services relating to the
segment prior to seeking the 50% (tiny 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 get 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, Invoices. canceled
checks, before and after pictures, County Engineer signature of inspection and
other documentation necessary to support a dalm for reimbursement. Included in
said documentation shall be proof that the Grantee has ° 'mcehred the property, real
or personal, 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 (Chris Rivers -
phane: 506- 202 -4= emal.lUvem-Chr MonmeGbcmty-Ftgov or Doug Sposf[o-
phone: 305- 292 email: Sposita- Doug @MonroeCounty- M.gov) and to arrange
for Inspection upon the completion of each segment. It shall be the resporuibilfty of
the project manager to initiate the communication with the Monroe County
Engineering Division to facilitate the Inspection of the seWnent of the project. 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.
All payment requests must be submitted no later than September 30, 2017.
Involves received after September 30, 2017 will not be considered for payment.
b.) If in4dnd services were noted within your application, and you are applying
them to this project docwnentation dwil be submitted to the TDC Administrative
Office to show the receipt and application of In -kind donations of goods,
prvde�ssbrael sere% and materials. Said domnattebon AboM ftkde bm
bills of lading, etc., and be verified as received and applied to the project through a
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FY 2018 Funding - 2" Rand
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notarized statement of the 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 paymentheimbursement packet, This document should be
signed by the project manager.
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, falsHied, or otherwise misrepresents the work which has been
completed, paid, or donated shall constitute a breach of agreement, for which the
contract may be Immediately terminated at the discretion of the County, whose
decision shall be final.
c.) 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 MC capital project grant, Grantee shall comply thereafter with such
Increased requirements, or further funding under the agreement may be terminated
by County.
d.) 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 rnalntafn, 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 upon request for
personal property and forward said completed form to the TDC Administrative
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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 temps shall apply:
(1) Wo Grantee shah have the use of Ifte property, both reef
WW personal, 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 shag cease to exist, the Grantee shall
transfer ownership and possession of equipment and personal property to a
local govemment or another not- for - profit organization which is a facility for
which tourist development taxes may be used pursuant to Florida Statute
125.0904 with prior approval from TDC and BOCC.
(0) At any time that the Grantee: (a) elects to stop the project or otherwise
decide not to place into service for tourist-related proposes the facility
acquired, corms, or renovated with tourist developmert tax funding, (b)
demolishes the pmject faulty or divests ftellf.of ownership or possession of
the real properly, or (c) ceases the use of the ` property with a primary
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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 norkoudst related purpose occur, the amount of
refund shall be pro -rated based on a useful life of ten (10) years.
(iii) The Grantee is responsible for the Implementation of adequate
maintenance procedures to keep the real and personal property In good
operating condition.
(Iv) The Grantee Is responsible for any loss, damage, or theft of, and any
kiss, 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 Flodda, the Clerk of Court for Monroe County, the Board of
County Comn- issoners for Monroe County, or their agents and repress r fives. If an audit
determines that monies paid to the Grantee pursuant to this agreernent were spent for
purposes not authortzed by this agmemerd, the Grantee shall repay the nw 4es together
with ,.interest calculated pursuant to Sec. 55.03, F.S. running from the date the monies
were paid to Grantee. 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 riot renewed or supplemented In future years, the Grantee will be
billed by the Grantor for the amount of the audit exception and shaft promptly repay any
audit exception.
a.) Public Access. The County and Grantee shall allow and permit reasonable
access to, and inspection of, al documents, papers, letters or other materials In its
possesskm or under lits control subject to the provdslons 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 unikderally cancel this meat
upon violation of this provision by Grantee.
5. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the terms of
Oft agrees shall be only amended In writing and approved by the Board of CourAy
Commissloners for Monroe County. The s, covenants, conditions, and provisions of
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respective legal representatives, successors, and assigns.
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8. 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.
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- discriminatlon. 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 jabide by all federal
and state laws regarding non-discrimination.
b.) An#*Ickbadk. Contractor warrants that no person has been employed or
retained to solidi or secure this agreement upon an agreement or understanding for
a commission, percentage, brokerage or contingent floe, and that no employee or
officer of the Contractor has any interest, financially or otherallse, In County. For
breach or vfCA&n of Oft wmmffty, dw coo* atafi hav+s dw (fgW to affmd tide
agreement without liability or, In its discretion, to deduct from the agreement price or
consideration, the NO amount of such commission, pugs, brokerage or
contingent fee. Contractor acknowledges that it Is swam that funding for this
agreement Is available at least In part through the County and that violation of this
paragraph may resat in the County withdrawing funding for the project.
c.) Hold harmlesslindemnitfcation. Contractor acknowledges that the
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 an claims, Nabllities, litigation. causes of action, damages, costs, expenses
(including but not limited to fees and expenses arising from any factual
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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, dalrn 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 occuning during the agreement or thereafter that
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:
4. Workers" Compensation insurance as required by Florida Statutes.
2. Commercial General Uabllity Insurance with minimum limits of $500,000
per occurrence for bodily injury, personal injury and property damage.
3. Comprehensive Auto Usbility Insurance with minimum limits of $300,000
combined single limit per occurrence.
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 protect, contractor shaft mafnfaln on fife with the County a cerd fcate of
Insurance shoving thM the aforesaid isurance coverage are in effect.
e.) Licensing and Pemnits. Contractor warrants that it shall have, prior to
commencement of work under this agreement and at all times during said work, all
regtdred licenses and permits whether federal, state, courty 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 MC, the Courft the State of Florida
or authorized agents and representatives of said government bodies.
9. HOLD HARML.ESSANDEMNIFICATION. Grantee and County are subdivisions as
defined In 788.28, Fkxida Statutes, and each party agrees to be fully responsible for the
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by law. Nothing herein Is Intended to serve as a waiver of sovereign Immunity by any party
to which sovereign immunity may be applicable. Nothing herein shall be construed as a
consent by a state agency or subdivision of the State of Florida to be sued by third parties
In any manner arising out of this agreement or any other contract. Subject to 76828, the
Grantee hereby agrees to Indemnify and hold harmless the BOCCITDC 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 actlon, 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
YAP 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.
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 coin npetent ,jurlsdic Lion that discrimination has occurred, #ids
agreement automatically terminates without any further action on the part of any party,
efi'ecdw the date of dw onat o(der. Cocmty or Grmim agree to comply wfttm aff Federal
and Florida statutes, and ail local ordinances, as applicable, relating to nondiscrimination.
These include but are not limited to: 1) Tithe VI of the Civil Rights Act of 1954 (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 so. 1681 -1583, and 1885 - 1688),
which prohihits diBcrhmination on the basis of sex; 3) Section 504 of the Rehabilitation Act
of 1973, as amended (20 USC s. 794), which pmh t& discrimination on the basis of
handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC as. 6101 -6107)
which prohibits discrimination on the basis of age; 5) The Drug Abuse 01%oe and
Treatment Act of 1972 (PL 92-266). as amended, reiaft to nondiscrimination on the basis
of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention,
Tmatrnent and Rehabilitation Act of 1970 (PL 91.516), as amended, relating to
nondiscrimination on time basis of alcohol abuse or ahcoholiem; 7) The Public Health
CRY of Key West- Smat iem Beach Restrooma
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Service Ad of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290se -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 a. at 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, 2017.
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
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 saki termination. Any waiver of any breach of
covenants herein contalned to be kept and perkaned by Grantee shall not be deemed or
considered as a corOvAV waiver and shall not operate to bar or prevent the Grantor from
declaring a forfeiture for any succeeding breach either of the same condigons or of any
, other conditions. Failure to provide GnwADr with certification of use of matching funds or
matching In -kind seMm at or above the rate of request for reimbursement or payment is
is breach of agreement, far which Me GrmnW may Eerrr km de this sgreemard upon gMW
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 pr for
agreements with respect to such "Jed 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 oftely In the state,
agreement is not subject to arbitration. Mediation proceedings Initiated and conducted
Cdr of Key WON.
FY 2016 Funding - e Ron
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pursuant to this agreement shall be in accordance with the Florida Rules of Civil Procedure
and usual and customary procedures required by the circult 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 fie in the appropriate court or before the appropriate
administrative body in Monroe County, Florida.
b.) Severabllity. 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 jurlsdictim 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.
c.) 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.) Adf xNdadw of Mputes or DMagmemerft. Cau ttyr amd Grardw 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 lnstihW
against either party relating to the formation, execution, perkananee, or breach of
this agreement, County and Grantee agree to parfidpate, 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 to, no party to this
agreement shall be required to enter Into any arbitration proceedings related to this
agreement
16. ETHICS CLAUSE. Crarfte Warr w is that he has not empbged, relalfrred or
otherwise had act on his behalf any former County officer or employee In violation of
Section 2 of Ordinance No. 10 -1990 or any County oMm or employee In violation of
F za18F - e Beach R bOane
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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 shah 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 intemst, 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.
b.) 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 infonnation..
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 :actor. mmullar, sub- contrackw, 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 protect herein described. Each of the
signatories for the Grantee below certifies and warrants that the Grantee's name In #hoc
agreement Is the fair 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 appropria a
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19. LICENSING AND PERMITS: Grantee warrants that it shall have, prior to
commencement of work under this agreement and at all tines during said work, all
required licenses and permits whether federal, state, county or catty.
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 limps are provided, the minimum
limits acceptable shall be $250,000 per Person $500,000 per occurrence
$50,000 property damage.
3. Comprehensive Auto Liability Insurance with minimum limits of $300,000
combined single limit per occurrence.
The policies shall provide no less than 30 days notice of cancellation, non - renewal or
reduction of coverage. Grantee shat) 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
An original eertilic:ate 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 Clerk's office. The Insurance policy must state that the Monroe County BOCC and
Monroe County TDC Is the Certificate Holder for this contract (certificate only for workers'
oompensa#bn coverage). Insurance information should be mailed to:
Monroe County Board of County Commissioners
c/o ,Risk Management
P.O. Box 1026
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Key West, FL 33041
21. NOTICE. Any notice required or permitted under this agreement shall be in writing
and hand delivered or malted, postage prepaid, to the other party by certified mail,
returned receipt requested to the following:
For Grantee: James Scholl
3132 Flagler Av
Key West,FL 33040
For Grantor: Maxine Pacini
Monroe County Tourist Development Council
1201 White Street, Suite 102
Key west, FL 33040
and
Ms. Christine Limbert- Bawls, Asst. County Attorney
P.O. Box 1026
Key West, FL 33041 -1026
22. CLAIMS FOR FEDERAL OR STATE AID. Grantee 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, repaving 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 partldpatlng entity, In which case the
performance may be offered fn satisfaction of the obNatfon or responsfbft. Further, tfrfs
agreement Is not intended to, nor shall it be construed as, authorLdng the delegation of the
constitutional or stetADry 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 arry of thorn. of this .agreement -to enforce or attempt to enforce any
third -party claim or entitiement to or benetlt 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 beneftts under this agreement separate and apart, InfWtr 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
ray require, to LndLde a Pubk ErAy Crk w ShMerrrerrli an E 8hsfyerrw*, sM a
Drug -Free Workplace Statement.
CRY of FY 20!8 Key - Round Bah Rostrooms
Contract 00 1051 13
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
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
Grantor 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 Grantor, the Grantee must furnish evidence of the
causes of such delay or failure. Grantor shall not pay for any goods received or services
provided after the date(s) described in paragraph 4 and Scope of Services.
28. EXECUTION IN COUNTERPARTS. This agreement may be executed In any
number of counterparts, each of which shat! be regarded as an orfglnai, all of which taken
together shall constitute one and the some 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 "contrail" and "agreemenr shall be
read Interchangeably.
FY 201 201 - e Roundeoch Reslroorna
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IN WITNESS WHEREOF, the partles hereto have caused this agreement to be executed
the day and year find above written.
.............................,............................................................ ... ............................ to.
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City of Key West
EXHIBIT A w.
NAME OF ENTffY: City of Key Wed
NAME OF PROJECT: Amothms Beagfi ReshLo2ms
NUMBER OF SEGMENTS TO PROJECT; I — --
92k. County Aptoff and ntwdsslon W raknbursement only affowed offer completion of each segment as
documented In this 0~. Grantee must apply for relmbwsement uffUzing Mo 'Appffcaffon for Payment' form
kiduded wNft the Payment1fthnbw3*mvW Kit.
Segment #a
LOG110m Materials, equipment and labor required to:
(Note: ReImbunawrd to kxkde a* Hem located on smothers Beach)
• Construct new Rfttmm F=ft on Smothers Beach
(located at apIxox 24° 33 81" 46'20.21300" W)
• Construct foundation installation of plim as required by
design.
• Site work to InckI but not fln-dted to. groding/earthwork,
ADA access ramps to building, kxxbwphg (e.g. sand
replacement and sea oat transplanting)
• Intemal plumbing work to Include, but riot ftffed to tolets,
*ft, water spickets, d**hg ftmtoins
• Sectdcol work to Irclude, but not BMW to: interior and
%iemx Wft and exhust tans.
• Produce design pk3m and specifications for construction
kxAx110g
survey. geotechnical investigation and
architecture for Kerns listed In BM* A (mckxft bid and
Dorm" few)
• Construckm Engineering and Inspection services for items
Wed on EKW A
(in order for this segment to be reimbursed, af:knwWq*rrwn# of
TDC fun nwd be In Place and proof In the form of PkWres
Provided wNh submission f r@krhW%QrffMt of ff* ftgffW*. This
=kn0WkKIqerrwM shall hot be co"md as W of the =
See
� • M Ift "'on i *
In-Kind No in-kind will be
used towards reimbursement of
this project.
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