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Item C18 BOARD OF COUNTY COMMISSIONERS AGENDAITEMSU~RY Meeting Date: February 16/17. 2000 Division: Public Works Bulk Item: Yes ~ No Department: Facilities Maintenance AGENDA ITEM WORDING: Approval to rescind previous BOCC action of August 11, 1999 item #CI5, and approval to enter into a lease agreement with the Botanical Garden Society to provide office space for this non-profit organization. The Botanical Garden Society will provide to the County, $100.00 in-kind services per month in lieu of payment. ITEM BACKGROUND: The lease agreement approved at the August 11, 1999 meeting was not executed by the Botanical Garden Society. They are now requesting the County waive the fees ($100.00 per month to cover utility consumption) for this year, in exchange they will provide to the County, $100.00 in-kind services each month. PREVIOUS RELEVANT BOCC ACTION: At the August 11, 1999 meeting, the BOCC granted approval to enter into a lease agreement with the Botanical Garden Society to provide office space for this non-profit organization, in the amount of $1 00.00 per month for utilities consumption. STAFF RECOMMENDATION: Approval as stated above. TOTAL COST: N/A BUDGETED: Yes X No COST CENTER # COST TO COUNTY: N/A REVENUE PRODUCING: Yes~No _AMOUNT PER MONTH YEAR APPROVED BY: County Atty ~ OMB/Purchasing ~ Risk Management Dent Pierce, Public Works Director DIVISION DIRECTOR APPROVAL: DOCUMENTA nON: Included: X-To Follow: __Not Required: _ Agenda Item #: /- CI' DISPOSITION: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACTS~ARY Contract # Contract with:Botanical Garden Society Effective Date:8/11199 Expiration Date: 8/1 0/00 Contract Purpose/Description:Lease office space in the Public Service Building Contract Manager:Lisa Monsalvatge (Name) 4385 (Ext. ) Facilities Maintenance (Department) for BOCC meeting on 2/16/00 Agenda Deadline: 2/2/00 CONTRACT COSTS Total Dollar Value of Contract: $0.00 Current Year Portion: $0.00 Budgeted?YesD NoD Account Codes: ____ Grant: $ County Match: $ ADDITIONAL COSTS Estimated Ongoing Costs: $ _/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) Division Director ~~gr.?lent ~lPuffhLg County Attorney J / / I Comments: /(}P (? ~ C? 2 . C51?J CONTRACT REVIEW Changes ~a~In Needed~ ~ ()l) YesD No~ ~ YesDNa ct ' ~OOYeSDNo0' ~ Yes~~ ~d OMB Form Revised 9/11/95 MCP #2 Lj OJK~ ~. J/1/~ ~ Date Out AGREEMENT THIS AGREEMENT, made this 16th day of February, 2000, by and between the Board of Cou'nty Commissioners of Monroe County, Florida (hereinafter referred to as BOCC) and Botanical Garden Society (hereinafter referred to as The Society), a not-for-profit corporation incorporated in the State of Florida. WHEREAS, the BOCC has approved for the Administrator to make limited, temporary office space available to nonprofit organizations serving the County community on the condition that the organizations are responsible for their own cleaning, telephone and similar costs and provide a reasonable payment to the County for the cost of electricity; and WHEREAS, the Botanical Garden Society maintains hundreds of Records, pictures, and history of the Gardens that was started in 1939; and WHEREAS, the BOCC has determined that it is in the best interests of Monroe County to enter into this agreement; NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the parties agree as follows: 1. Contract Term and Sum. This agreement is for the period commencing August 11, 1999, and through August 10, 2000, unless earlier terminated pursuant to paragraphs 6 or 23 below. Upon providing written notice to the Society at least sixty days prior to the expiration date, BOCC may exercise an option to extend this agreement for two (2) additional years under the same terms and conditions. The Society hereby agrees to provide the County $100.00 in-kind services in lieu of paying $100.00 per month rent. 2. Scope of Services. The Society shall provide the program development, and sponsorship necessary to accomplish within Monroe County the goals and purposes set forth by the Society in its letter dated April 24, 1999, attached hereto as Exhibit A. The Society shall install its own telephones, supply its own office furniture and equipment, and provide for its own janitorial service. 3. BOCC Responsibility. The BOCC shall direct its Administrator, Department Heads, County Attorney and staff to provide certain facilities and support to the Society as can be provided without requiring an increase in personnel or any purchase or lease of real property. The BOCC shall provide to the Society, within the aforementioned limitation, as well as all rules applicable to County, the following: a) One existing office, in as is condition, located in the Public Service Building, 5100 College Road, Stock Island, Key West, Florida. 4. Records - Access and Audits. The Society shall maintain adequate and complete records for a period of four years after completion of any event or program. The BOCC shall have access to the books, records, and documents of the Society. The access to and inspection of such books, records and documents by the BOCC shall occur at any reasonable time. 5. Relationship of Parties. The Society is, and shall be, in the performance of all works, services and activities under this Agreement, an independent contractor and not an employee, agent or servant of the BOCC. The Society shall exercise control. direction, and supervision over the means, manner personnel and volunteers through which it performs the work. The BOCC shall at no time be legally responsible for any negligence on the part of the Society, its employees, agents or volunteers resulting in either bodily or personal injury or property damage to any individual, property or corporation. 6. Modification. Additions to, modification to, or deletions from the provision of this contract may be made only in writing and executed by the BOCC. No modification shall become effective without written approval of both parties. 7. Breach and Penalties. The parties agree to full performance of the covenants contained in this contract. Both parties reserve the right, at the discretion of each, to terminate the services in this contract for any misfeasance, malfeasance or nonperformance of the contract terms or negligent performance of the contract terms by the other party. Any waiver of any breach of covenants herein contained shall not be deemed to be a continuing waiver and shall not operate to bar either party from declaring a forfeiture for any succeeding breach either of the same conditions or covenants or otherwise. 8. Insurance Requirements. The Society shall carry, during the term of this agreement, public liability insurance, including bodily injury and property loss damage to cover all claims, demands or actions by any person or entity in any way arising from the operation of the Agreement. Such liability insurance shall meet the requirements of the Insurance Requirement Attachments hereto. Monroe County shall be named as an additional insured under the insurance policy and such insurance shall be primary and non- contributing with any insurance carried by the BOCC. The Society shall furnish the County with a certificate evidencing the insurance required by this paragraph at the time of executing this Agreement. 9. Indemnification and Hold Harmless. The Society shall indemnify and hold harmless the BOCC, their departments, agencies, officials, employees, agents, servants and contractors against any claims, liabilities and expenses (including reasonable attorney's fees) arising as a result of any direct and/or indirect action of the Society, its employees, agents, servants, volunteers and/or contractors in the performance of the terms of this agreement or otherwise related to activity conducted in the furtherance of this agreement except to the extent that, in the case of any act of negligence, the Society reasonably relied upon material or services supplied by the BOCC or any employee of the BOCC. The Society shall immediately give notice to the BOCC of any suit, claim or action made against it that is related to any activity under this Agreement and will cooperate with the BOCC in the investigation arising as a result of any suit, claim or action related to this Agreement. 10. Permits. The Society shall secure all required permits and/or licenses necessary to carry out any of the services rendered under this Agreement. 2 11. Laws and Reoulations. a) This Agreement shall be construed by and governed under the laws of the State of Florida unless in an area of law pre-empted by federal law. The Society agrees for venue of any dispute to lie in Monroe County, Florida. b) The Society shall comply with all federal, state and local laws and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, age or national origin in the performance of work under this Agreement. c) Any violation of said statutes, ordinances, rules, regulations and executive orders shall constitute a material breach of this Agreement and shall entitle the BOCC to terminate this Agreement immediately upon delivery of written notice to the Society. 12. Taxes. The BOCC is exempt from Federal, Excise and State of Florida Sales Tax. 13. Finance Charaes. The BOCC will not be responsible for any finance charges. 14. Severability. If any provision of this contract shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this contract, or the application of such provision other than those as to which it is invalid or unenforceable, shall not be affected thereby; and each provision of this contract shall be valid and enforceable to the fullest extent permitted by law. 15. Force Maieure. The Society shall not be liable for delay in performance or failure to perform in whole or in part, the services due to the occurrence of any contingency beyond its control or the control of any of its sub-contractors or suppliers, including labor dispute, strike, labor shortage, war or act of war, whether an actual declaration thereof is made or not, insurrection, sabotage, riot or civil commotion, act of public enemy, epidemic, quarantine restriction, accident, fire, explosion, storm, flood, drought or other act of God, act of any governmental authority, jurisdictional action, or insufficient supply of fuel, electricity, or materials or supplies, or technical failure where the Society has exercised reasonable care in the prevention thereof, and any such delay or failure shall not constitute a breach of the Agreement. The Society shall notify the BOCC of any delay or failure to perform within five (5) days of such action. Upon demand of the BOCC, the Society must furnish evidence of the causes of such delay or failure. 16. Assianment. The Society shall not assign, transfer, sublease, pledge, hypothecate, surrender, or otherwise encumber or dispose of this contract or any estate created by this contract or any interest in any portion of the same, or permit any other person or persons, company or corporation to perform services under this contract without first obtaining the written consent of the BOCC. In the event of such consent, this agreement shall be binding upon the Society's successors and assigns. 3 17. Disclosure. The Society shall be required to list any or all potential conflicts of interest, as defined by Florida Statutes Chapter 112, Part III and the Monroe County Ethics Ordinance. The Society shall disclose to the BOCC all actual or proposed conflicts of interest, financial or otherwise, direct or indirect, involving any client's interest which may constitute a conflict under said laws. 18. Additional Conditions. The Society agrees to accept additional conditions governing the use of funds or performance of work as may be required by federal, state or local statute, ordinance or regulation or by other policy adopted by the BOCC. Such additional conditions shall not become effective until the Society has been notified in writing and no such additional conditions shall be imposed retroactively. 19. Independent Professional Judoment. The Society shall at all times exercise independent professional judgment and shall assume full responsibility for the service to be provided and work to be completed. 20. Care of Property. The Society shall be responsible to the BOCC for the safekeeping and proper use of the property entrusted to the Society's care, and to process all documents necessary to continue, without interruptions, any maintenance or service contracts relating to such equipment for its service life. The Society shall provide services Monday through Friday, 8:00 a.m. - 5:00 p.m., and shall ensure that their patrons do not loiter or congregate on the Public Service Building property. 21. Ethics Clause. The Society warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990. or any BOCC officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision, the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of af1lY fee, commission, percentage, gift or consideration paid to the former the Society or BOCC officer or employee. 22. Notice. Any notice required or permitted under this Agreement shall be in writing and hand-delivered or mailed, postage prepaid, by certified mail, return receipt requested, to the other party as follows: To the Society: Key West Botanical Garden Society P.O. Box 2436 Key West, FL 33045 To County Monroe County Facilities Maintenance 3583 S. Roosevelt Boulevard Key West, FL 33040 23. Termination. Termination of this Agreement shall Occur at the natural ending date, or earlier should either party determine that there has occurred any material breach of any covenants herein contained, or either party otherwise deems it in their best interest to terminate. Termination may be with or without cause, and shall require written notice to be given to the other party as follows: a) In the event either party terminates for breach of contract, termination shall be effective at such time as the terminating party shall declare in its act to terminate for cause, with a minimum of fourteen days notice in writing required prior to effective termination. 4 b) In the event either party terminates without cause, the termination shall not take effect until at least sixty days subsequent to written notice to the other party, and the effective date of termination shall be specified in said notice. 24. Full Aoreement. This Agreement constitutes the entire and full understanding between the parties hereto and neither party shall be bound by any representations, statements, promises or agreements not expressly set forth herein and in duly executed amendments under paragraph 6 hereof. IN WITNESS WHEREOF, the parties have executed this agreement the day and year first above written. (SEAL) Attest: DANNY L. KOLHAGE, Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By By Deputy Clerk Mayor/Chairman (SEAL) Attest: BOTANICAL GARDEN SOCIETY By By Title Title 5 . ...........1 1-'VI'4""~Ul..... 1,...., I .,.............. ,'IM""I'" -JU...J '-.::.I...J -JU/.... ~~ , . reYiMd 2I3lOO : Mr. Dent Pierce ,...' : CalOlenn SMrkey R : Propo..d In. Kind servtce from KW Botanical Garden SocI8tJ per our meeting rwprdfng the .... ......nt, .. would 1_ to the following IMnU of In kind "Na. to ..... our 11200..00 commitment: 1 .... trim. mow -.1d pick up ..., bat Nth ..,.horw Manor .nd 1M 8UrroundIiIg Count, p(OpeftJ for the removal of fire... Mich .. alMjor ......... for ... concemed. 3 offw c.,.ln nauv. pia_ that... In UCt., lit 1he GIIIden 4 .......n 1IIndK.,. pIIIn for &.phoN Manor . hope the. will meet wtat the Countr approval. u8y aubmla8d, 1'", "'- ~, ;{\ d /J frl ---~'- I ~C(?