07/20/2016 AgreementAMY REAVILIN, CPA
CLERK OF CIRCUIT COURT &COMPTROLLER
MONROE CWH1Y9 FLORIDA
DATE: September 14, 2016
TO: Doug Sposito, Director _
Project Management
ATTN.• Alice Steryou, Contract Monitor
FROM: Cheryl Robertson Executive Aide to the Clerk of Court & Comptroller
At the July 20, 2016 Board of County Commissioner's meeting the Board granted approval and
execution of the following Items:
C22 Approval to enter into a 15 year agreement commencing October 1, 2016 with Monroe Council
of the Arts Corporation d/b/a Florida Keys Council of the Arts ("MCAC") to facilitate the MCAC
purposes and to benefit the cultural environment and arts community of Monroe County. Monroe
County to provide one office in Key West, limited support services and priority in donation to non-
profits organizations of surplus County property.
C23 Approval of First Amendment to Agreement for Air Conditioning Maintenance and Repair with
SUB -ZERO, Inc. to increase the contract total compensation amount from $70,000.00/year to
$120,000.00/year for Lower Keys facilities central air conditioning maintenance and repair.
Enclosed is a duplicate original of the above -mentioned for your handling. Should you have any
questions, please feel free to contact our office.
cc: County Attorney
Financ
File
500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305-295-3130 Fax. 305-295-3663
3117Overseas Highway, Marathon, FL 33050 Phone: 305-289-6027Fax: 305-289-6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852-7145 Fax: 305-852-7146
AGREEMENT BETWEEN THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY FLORIDA AND MONROE COUNCIL OF THE ARTS
CORPORATION DB/A FLORIDA KEYS COUNCIL OF THE ARTS
THIS AGREEMENT made this �A7-- day of , 2016, by and between the
Board of County Commissioners of Monroe County, Florida (BOCC") and Monroe Council of
the Arts Corporation d/b/a Florida Keys Council of the Arts ("MCAC"), a not -for -profit
corporation incorporated in the State of Florida.
WHEREAS, the BOCC is authorized to contract for the provision of cultural facilities and
programs; and
WHEREAS, the MCAC was created for the purpose of promoting, coordinating, educating
and otherwise enhancing cultural enrichment and the arts in Monroe County; and
WHEREAS, the MCAC is the designated local arts agency in Monroe County; and
WHEREAS, the BOCC and the MCAC have determined that it is in the best interests of
Monroe County to enter into this agreement to facilitate the MCAC purposes and to benefit the
cultural environment and arts community of Monroe County.
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein,
the parties agree as follows:
1. Agreement Period: This Agreement is for the period commencing October 1, 2016 and
through October 1, 2031, unless earlier terminated pursuant to paragraphs 6 or 22 below. Upon
providing written notice to MCAC at least sixty days prior to the expiration date, BOCC may
exercise an option to extend this Agreement for fifteen years.
2. Scope of Services: MCAC shall provide the program development and sponsorship
necessary to accomplish within Monroe County the goals and purposes set forth by the State
Legislature in Florida Statutes section 265.32 (the Florida Fine Arts Act of 1980).
3. BOCC Responsibility: The BOCC shall direct its County Administrator, Department
Directors, County Attorney and staff to provide certain facilities and support to MCAC as can be
provided without requiring an increase in personnel or any purchase or lease of real property.
The BOCC shall provide to MCAC, within the aforementioned limitation, as well as all rules
applicable to County, the following:
a) One office in Key West.
b) Support services from County departments to assist in such activities as moving office
furniture, and equipment, preparing legal documents, risk management (insurance) consultation,
and any other activities which are already performed by County staff which can be performed to
further the goals of this agreement without requiring any increase in County staff.
AGREEMENT BETWEEN THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA AND MONROE
COUNCIL OF THE ARTS CORPORATION D/B/A FLORIDA KEYS COUNCIL OF THE ARTS Page 1 of 6
c) Inclusion of said office space in BOCC's provisions for cleaning and maintenance of
County offices; and
d) Priority in donation to non-profit organizations of any surplus County property which can
be utilized by MCAC to further the purposes of the Florida Fine Arts Act of 1980.
4. Records: MCAC 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. If an auditor employed by the County or Clerk determines that monies paid
to MCAC pursuant to this Agreement were spent for purposes not authorized by this Agreement,
the MCAC shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS,
running from the date the monies were paid to MCAC.
In addition, if MCAC is required to provide an audit as set forth in Section 9(d) below, the
audit shall be prepared by an independent certified public accountant (CPA) with a current
license, in good standing with the Florida State,Board of Accountancy, and maintain malpractice
insurance covering the audit services provided. If the MCAC receives $100,000 or more in grant
funding from the County, the CPA must also be a member of the American Institute of Certified
Public Accountant (AICPA). The County shall be considered an "intended recipient" of said
audit.
5. Relationship of Parties: MCAC 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. MCAC shall.exercise control, direction, and supervision over the means,
manner personnel and volunteers through which it performs the work. Although this Agreement
is a cooperative agreement, similar in many respects (but not all) to a partnership, MCAC shall
have no authority whatsoever to act on behalf and/or as agent for the BOCC in any promise,
agreement or representation other than specifically provided for in this Agreement. The BOCC
shall at no time be legally responsible for any negligence on the part of MCAC, its employees,
agents or volunteers resulting in either bodily or personal injury or property damage to any
individual,property or corporation or any claim of damages whatsoever.
6. Modification: Additions to, modification to, or deletions from the terms and conditions of
this contract shall be effective only if made in writing and executed by the BOCC. No addition,
modification or deletion 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 Agreement. Both parties reserve the right, at the discretion of each, to terminate the services
in this Agreement for any misfeasance, malfeasance or nonperformance of the terms or negligent
performance of the 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.
AGREEMENT BETWEEN THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA AND MONROE
COUNCIL OF THE ARTS CORPORATION D/B/A FLORIDA KEYS COUNCIL OF THE ARTS Page 2 of 6
•
8. Insurance Requirements: MCAC 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.
Monroe County Board of County Commissioners 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. MCAC 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: MCAC shall indemnify and hold harmless the
BOCC, their departments, agencies, officials, employees, agents, servants and contractors
against any claims, liabilities, costs, damages, and expenses (including reasonable attorney's
fees) arising as a result of any direct and/or indirect action of MCAC, 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, MCAC reasonably relied upon material or services
supplied by the BOCC or any employee of the BOCC. MCAC 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: MCAC shall secure all required permits and/or licenses necessary to carry out
any of the services rendered under this Agreement.
11. Laws and Regulations:
(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. MCAC agrees for venue of any dispute to lie
in Monroe County, Florida.
(b) MCAC shall comply with all laws.
(c) MCAC 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.
(d) 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 MCAC.
12. Taxes: The BOCC is exempt from Federal, Excise and State of Florida Sales Tax.
13. Finance Charges: The BOCC will not be responsible for any finance charges.
AGREEMENT BETWEEN THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA AND MONROE
COUNCIL OF THE ARTS CORPORATION D/B/A FLORIDA KEYS COUNCIL OF THE ARTS Page 3 of 6
•
14. Severability: If any provision of this Agreement shall be held by a court of competent
jurisdiction to be invalid or unenforceable, the remainder of this Agreement, 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 Agreement shall be valid and enforceable to the fullest extent
permitted by law.
15. Assignment: MCAC shall not assign, transfer, sublease, pledge, hypothecate, surrender,
or otherwise encumber or dispose of this Agreement or any estate created by this Agreement or
any interest in any portion of the same, or permit any other person or persons, company or
corporation to perform services under this Agreement without first obtaining the written consent
of the BOCC. In the event of such consent, this Agreement shall be binding upon MCAC's
successors and assigns.
16. Disclosure: MCAC shall be required to list any or all potential conflicts of interest, as
defined by Florida Statutes Chapter 112, Part Ill and the Monroe County Ethics Ordinance.
MCAC 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.
17. ' Additional Conditions: MCAC 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 MCAC has been notified in writing and no such additional
conditions shall be imposed retroactively.
18. Independent Professional Judgment: MCAC shall at all times exercise independent
professional judgment and shall assume full responsibility for the service to be provided and
work to be completed.
19. Care of Property: The MCAC shall be responsible to the BOCC for the safekeeping and
proper use of the property entrusted to MCAC'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.
20. Ethics Clause: The MCAC 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 Agreement without liability and may also, in 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 MCAC or BOCC officer or employee.
21. 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
as follows:
AGREEMENT BETWEEN THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA AND MONROE
COUNCIL OF THE ARTS CORPORATION D/B/A FLORIDA KEYS COUNCIL OF THE ARTS Page 4 of 6
•
For MCAC: For COUNTY:
Executive Director of Florida Keys County Attorney
Council of the Arts 1111 12th Street
1100 Simonton Street 4th floor, Suite 408 Cn o _2
Suite 2-263 Key West, FL 33040 r c
Key West, FL 33040 and ,- ,-
County Administrator ; �, �, c
73
1100 Simonton Street ~"�
#',,
Suite 2-205 ; :c-
Key West, FL 33040 -_- ..
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22. 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 Agreement 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.
(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.
23. Full Agreement: 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.
1§06o, , e 1 BOARD OF COUNTY COMMISSIONERS
, ..71 . if; HEAVILIN, Clerk OF MONROE CO Ai TY ,LORIDA
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MONROE COUNTY ATTORNEY
PPROV D AST ORM
CHRIS AMBROSIO
AGREEMENT BETWEEN THE BOARD OF COUNTY COMMISSIONERS OFdiarigESITI RA IS1EXONROE
COUNCIL OF THE ARTS CORPORATION D/B/A FLORIDA KEYS COUIOF THE ARTS ir
/ Page 5 of 6
For Monroe Co cil of the Arts Corporation
Signature: %� /rNN
Print Name: jairM
Title: ` ; ram+
Date: JUG 2y-, Z Otto
STATE OF FLORIDA
COUNTY OF F/ori d�
On this 41t'day of J u-I4 e , 2016, before me, the undersigned notary public,
personally appeared /'Za6.1 ' ) ' '5 known to me to be the person whose name is subscribed
above or-who-produced as—idontifrcatitn, and acknowledged that
he/she is the person who executed the above contract with Monroe County for the purposes
therein contained.
•
Date: 2 z' 6
Notary Public
Print Name
My commission expires
MYCOM IISSION9FF983818
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DVIRES:Febnwy22,2020
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AGREEMENT BETWEEN THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA AND MONROE
COUNCIL OF THE ARTS CORPORATION D/B/A FLORIDA KEYS COUNCIL OF THE ARTS Page 6 of 6
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ACORO" CTF EICATE OF LIABILITY INSU6NCE
DATE �°°�
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09/24/201515
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder In lieu of such endorsements .
PRODUCER
Key West Insurance, Inc.
646 United Street, Suite 1
CNAONEACT Key West Insurance Inc.
IAIC, No,PHONE • 305-294-1096 A1c No): 305-294-8016
E41AIL
ADDRESS:
Key West, FL 33040
Key West Insurance, Inc.
INSURER(S) AFFORDING COVERAGE
NAIC /
INSURER A: National Grange Mutual
INSURED FLKeys Council of the Arts Inc
1100 Simonton Street
Key West, FL 33040
INSURERS:
INSURERC:
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INSURER D :
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
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TYPE OF INSURANCE
POLICY NUMBER
MM/IDDCY EFF
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LIMITS
A
X
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADEFj�j occuR
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09/30/2015
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EACH OCCURRENCE
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DESI RIPTION OF OPERATIONS below
E.L. DISEASE -POLICY LIMIT
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DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD iOl, Additional Remarks Schedule, may be attached It more space Is required)
Certificate holder is named additional Insured as their interest may appear.
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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Monroe County BOCC & TDC
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Attn: Risk Management
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
AC ANCE WITH T P CY PROVISIONS.
1100 Simonton Street
West, FL 33040
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0 198014 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014/01) The ACORD name and logo are registered maI19
of ACORD