FY2002-2005 08/21/2002
Cleltl of Ihe
Circul coun
Danny L. Kolhage
Clerk of the Circuit Court
Phone: (305) 292-3550
FAX: (305) 295-3663
e-mail: phancock@monroe-clerk.com
Memnrandum
TO: Lynda Stuart, Office Manager
Tourist Development Council
ATTN: Maxine Pacini
Administrative Assistant
FROM: Pamela G. Hanc~
Deputy Clerk a
DATE: September 9, 2002
At the August 21, 2002, Board of County Commissioner's meeting the Board granted
approval and authorized execution of an Agreement between Monroe County and Monroe Council of the
Arts Corporation d/b/a Florida Keys Council of the Arts for funding to supplement costs of tourist related
programs from October I, 2002 through September 30,2005.
Enclosed are two duplicate originals of the above mentioned for your handling. Should
you have any questions please do not hesitate to contact this office.
Cc: County Administrator w/o document
County Attorney
Finance
Filel
AGREEMENT
THIS AGREEMENT is entered into this~ay of 4u ~ 2002, by and between the
BOARD OF COUNTY COMMISSIONERS, Monroe County, Florida, hereinafter referred to as
the COUNTY and the MONROE COUNCIL OF THE ARTS CORPORATION d/b/a FLORIDA
KEYS COUNCIL OF THE ARTS, a non-profit corporation hereinafter referred to as the
FLORIDA KEYS COUNCIL OF THE ARTS;
WITNESSETH
WHEREAS, the Florida Keys Council of the Arts has requested funding to supplement costs
of tourist related programs,
NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties
agree as follows:
1. Term: The term of this agreement is for a period of thirty-six (36) months commencing
October 1 , 2002 and terminating September 30, 2005.
2. Scope of Services: The Florida Keys Council of the Arts will provide the following
services:
a). Promotion of cultural/arts tourist related programs
b). Maintain cultural/arts information services
d). Staffing administration costs
These funds will not be for the purpose of administering the Cultural Umbrella for the Monroe
County Tourist Development Council.
3. Compensation: The County shall provide an amount not to exceed $45,000 per year
for tourism related programs. Payments will be in twelve (12) monthly installments of $3,750.
Monroe County's performance and obligation to pay under this agreement is contingent upon
an annual appropriation by the BOCC.
4. Termination: The agreement can be terminated by either party with or without cause
with 90 days prior written notice.
5. Accountinq: Records of the Florida Keys Council of the Arts pertaining to this
agreement shall be kept on generally recognized accounting principals, acceptable to Monroe
County, and shall be available to the COUNTY or to an authorized representative for audit.
6. Modification: Additions to, modification to or deletions from the provisions set forth in
this agreement shall be effective only in writing and approved by COUNTY.
7. Indemnification and Hold Harmless: The Florida Keys Council of the Arts agrees to
indemnify and hold Monroe County and the Monroe County Tourist Development Council
harmless for any and all claims, liability, losses and causes of action which may arise out of
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Florida Keys Council of the Arts Agreement
harmless for any and all claims, liability, losses and causes of action which may arise out of
its fulfillment of the agreement. It agrees to pay all claims and losses, including related court
costs and reasonable attorneys fees, and shall defend all suits filed due to the negligent acts,
errors or omissions of the Florida Keys Council of the Arts employees and/or agents.
8. Taxes: The TDC and COUNTY are exempt from Federal Excise and State Florida
Sales Tax.
9. Finances Charaes: The TDC and COUNTY will not be responsible for any finance
charges.
10. Relation of COUNTYITDC: It is the intent of the parties hereto that the Florida Keys
Council of the Arts shall be legally considered as an independent contractor and that neither it
nor its employees or agents shall, under any circumstance, be considered servants or agents
of the TDC and COUNTY and at no time shall County or TDC be legally responsible for any
negligence on the part of said contractor, its employees or agents, resulting in either bodily or
personal injury or property damage to any individual, firm, or corporation.
11. Disclosure: The Florida Keys Council of the Arts shall be required to list any or all
potential conflicts of interest, as defined by Florida Statute 112 and Monroe County Ethics
Ordinance. The Florida Keys Council of the Arts shall disclose all actual or proposed conflicts
of interest, financial or otherwise, direct or indirect, involving any client's interest which may
conflict with the interests of the TDC and COUNTY.
12. AssiQnment: The Florida Keys Council of the Arts shall not assign, transfer, convey,
sublet or otherwise dispose of this agreement, or of any or all of its right, title or interest
therein, or his or its power to execute such contract to any person, company or corporation
without prior written consent of the TDC and COUNTY.
13. Compliance with Laws - Nondiscrimination: The Florida Keys Council of the Arts 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 or work under this agreement. This agreement shall be
subject to all federal, state, and local laws and ordinances.
14. Force Maieure: The Florida Keys Council of the Arts 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 subcontractors or suppliers,
including labor dispute, strike, labor shortage, war or act of war whether an actual declaration
thereof if 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 Florida Keys Council of the
Arts has exercised reasonable care in the prevention thereof, and any such delay or failure
shall not constitute a breach of this agreement.
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Florida Keys Council of the Arts Agreement
15. Governina LawNenue: This agreement shall be governed and construed by and in
accordance with the laws of the State of Florida and constitutes the entire agreement between
the TDC and COUNTY and Florida Keys Council of the Arts. Venue of any court action filed
relative to this agreement shall lie in Monroe County, Florida.
16. Antisolicitation: The Florida Keys Council of the Arts warrants that no person has been
employed or retained to solicit or secure this contract upon an agreement or understanding for
a commission, percentage, brokerage, or contingent fee and that no member of the Monroe
County government or the TDC has any interest, financially or otherwise in the Florida Keys
Council of the Arts or its subcontractors.
17. Severabilitv: If any provision of the 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 the agreement shall be valid and enforceable to the
fullest extent permitted by law.
18. 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:
For COUNTY:
Monroe County Administrator
1100 Simonton Street
Key West, FL 33040
For TDC:
Director, Tourist Development Council
1201 White Street, Suite 102
Key West, FL 33040
For FLORIDA COUNCIL OF THE ARTS:
President, Florida Keys Council of the Arts
1100 Simonton Street
Room 2-263
Key West, FL 33040
19. Ethics Clause: The Florida Council of the Arts warrants that it has not employed,
retained or other wise had act on its behalf, any former COUNTY officer or employee in
violation of Section 2 or Ordinance No. 10-1990 or any COUNTY officer or employee in
violation of Section 3 of Ordinance No. 10-1990. For breach or violation of the provision the
COUNTY 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.
20. Public Entitv 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 a
contract to provide any goods or services to a public entity, may not submit a bid on a contract
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
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Florida Keys Council of the Arts Agreement
a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and
may not transact business with any public entity in excess of the threshold amount provided in
section 287.017, for CATEGORY TWO for a period of 36 months from the date of being
placed on the convicted vendor list.
IN WITNESS WHEREOF, the parties have executed this agreement the day and year first
above written.
(SEAL)
Attest:
FLORIDA KEYS COUNCIL OF THE ARTS
By IUrztdru tJ~
President
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BOARD OF COUNTY COMMISSIONERS
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Mayor/Chairman
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Florida Keys Council of the Arts Agreement