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Item F06 F.6 G BOARD OF COUNTY COMMISSIONERS County of Monroe � "1 Mayor Sylvia Murphy,District 5 The Florida.Keys l'U � � Mayor Pro Tern Danny Kolhage,District 1 �pw° Michelle Coldiron,District 2 Heather Carruthers,District 3 David Rice,District 4 County Commission Meeting October 16, 2019 Agenda Item Number: F.6 Agenda Item Summary #5839 BULK ITEM: Yes DEPARTMENT: Tourist Development Council TIME APPROXIMATE: STAFF CONTACT: Ammie Machan (305) 296-1552 N/A AGENDA ITEM WORDING: Approval of an Agreement with Coral Restoration Foundation, Inc. for the CRF-Coral Restoration-Key West project in an amount not to exceed $43,425 DAC I FY 2020 Capital Resources ITEM BACKGROUND: DAC I approved same at their meeting of June 26, 2019 TDC approved same at their meeting of July 30, 2019 PREVIOUS RELEVANT BOCC ACTION: CONTRACT/AGREEMENT CHANGES: New Agreement STAFF RECOMMENDATION: Approval DOCUMENTATION: Coral Restoration - Key West Agreement and Insurance Check List FINANCIAL IMPACT: Effective Date: October 16, 2019 Expiration Date: September 30, 2020 Total Dollar Value of Contract: $43,425 Total Cost to County: No Cost to County Current Year Portion: $43,425 Budgeted: Yes Source of Funds: TDC CPI: Packet Pg. 1577 F.6 Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No If yes, amount: Grant: County Match: Insurance Required: Yes Additional Details: 10/16/19 117-77040 - TDC BRICKS & MORTAR 117 $43,425.00 REVIEWED BY: Maxine Pacini Completed 08/05/2019 11:28 AM Christine Limbert Completed 08/05/2019 12:50 PM Budget and Finance Completed 08/05/2019 1:50 PM Maria Slavik Completed 08/05/2019 1:53 PM Kathy Peters Completed 08/05/2019 2:17 PM Board of County Commissioners Pending 10/16/2019 9:00 AM Packet Pg. 1578 Grant Award Agreement THIS AGREEMENT (agreement) is entered into this day of 2019 by and between MONROE COUNTY (County or Grantor), a political subdivision of the State of Florida and The Coral Restoration Foundation, Inc. (Grantee) a not for profit organiized 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 acqluire, construct, extend, enlarge, remodel, repair, improve, maintain, one or more a. Publicly owned and operated convention centers, sports stadiums, sports arenas, coliseums, or auditoriums withiin the boundaries of the county or subcounty special taxing district in which the tax is levied; or b. Auditoriums that are publicly owned but are operated by organizations that are exempt from federal taxation pursuant to 26 U.S.C., s. 501(c)(3) and open to the public; c. 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 5. To finance beach park facilities or beach, channel, estuary, or lagoon improvement, maintenance, re-nourishment, restoration, and erosion control; or 6. Ipublic facilities if needed to increase tourist related business activities and in accordance with F.S. 125.0104(5)(a)(6.) and (b) 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 WHEREAS, Grantee has applied to TDC District I for funding for the GRF - Coral Restoration - Key West capital 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 a nature center 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 terms and conditions as set forth below. 1. GRANT AGREEMENT PERIOD. This agreement is for the period of October 16, 2019 through to September 30, 2020. This agreement shall remain;, in effect for the stated peri'odl unless one party gives to the other written notification 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 fiscal year funded which is October 1, 2019 to September 30, 2020. Proof that the project com mencedl within the fiscal year funded may be requested by the TDC adlministrative office. 2. SCOPE OF AGREEMENT. The representations made by the Grantee in its proposal submitted to the TDC are incorporated herein by reference, The Grantee shall provide the following scope of services: Materials and Labor required to complete the above mentioned CRF-Coraf Restoration, - Key West FY 2020 Capital Project Funding Contract I D#2313 project. Segment(s) of the work is/are more particularly 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 reimbursed. All work for which grant funds are to be expended must be completed by the stated termination date of September 30, 2020 and alll invoices pertaining to this project shall be submitted to the Finance Department of Monroe County no later than September 30, 2020 to 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 in, 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 complied 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 acknowledge receipt of goods or work performed. This Project Manager shall be Martha Roesler (Email: martha@ coral restoration.orgi; Phone: (305) 453-7030). Should there be a change in the project manager specified in the Grantee's application, a new project manager shall be desiginated, and notice with new contact information shall be provided in writingi 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 terms 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 Iby Grantee and its contractor. (i) 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. (ii) 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 three written quotes, or a notarized statement as to why such written quotes were not feasible for the goods or services. For work expected to be $50,000 or more, a competitive bid process imust 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 not-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: hftps://www.mionroecounty- fl.gov/DocumentCenterNiew/l 6004/PURC HAS ING-POLICY---Update-019-04- 18 CRF -Coral! Restoration - Key West FY 2020 Capital Project Funding Contract ID#2313 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 the architect, engineer, contractor or an independent consultant if necessary, 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 $43,425 (Fort y Three, Thousand Four Hundred and Twenty Five Dollars TDC District I fundliing) for materials and services used to improve the property. Reimbursement request must show that Grantee has paid in full for materials and services relating to the segment prior to seeking the 75% (seventy five, percent) reimbursement from Grantor. Payment shall be 75% (seventy five percent) reimbursement of the total cost of the segment, subject to the cap on expenditures for that segment as set 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 pollicies shall be made through reimbursement to Grantee upon presentation of Application for Payment Summary, invoices, canceled checks, before and after pictures, County Project Manager signature of inspection and other documentation necessary to support a claim for reimbursement. Included in said documentation shall be proof that the Grantee has received 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 (Stephen Sanders- phone: 305-295-4338 email: Sanders-Stephen@MonroeCounty-Fl.gov or Cary Knight- phone: 305-292-4,416 email: Knight-Cary @MonroeCounty-Fl.golv) and to arrange for inspection upon the completion, of each seg:iment. It shall be the responsibility of the project manager to initiate the communication with the Monroe County Engineering Division to facilitate the inspection of the segment 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 Ipayment requests must be submitted no later than September 30, 2020. Invoices received after September 30, 2020 will not be considlered for payment, CRF -Coral Restoration - Key West FY 2020 Capital Project Funding Contract lD#2313 b.) If in-kind services were noted within your application, and you are applying them to this project, documentation shall be submitted to the TDC Administrative Office to show the receipt and appllication of in-kind donations of goods, professional services, and materials. Said documentation should include invoices, bills of lading, etc., and be verified as received and applied to the project through a 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 payment/re,imbursemient packet. This document should be signed by the project manager. The Project Manager shalll 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 Ibe verified by one of the foregoing. Submission of any documentation which is untrue, falsified, 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 TDC 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 maintain, 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 reqluest for personal property and forward said completed form to the TDC Administrative Office. Real property acquired or improved through funding under this agreement 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 terms shall apply: (i) The Grantee shall have the use of the property, including both real and 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 shall cease to exist, the Grantee shall transfer ownership and possession of equipment and personal property to a local government or another not-for-profit organization which i's a facility for which tourist development taxes may be used pursuant to Florida Statute 125.0104 with prior approval from TDC and BOCC. CRF-Coral Restoration - Key West FY 2020 Capital Project Funding Contract lD#2313 A (ii) At any time that the Grantee: (a) elects to stop the project or otherwise decide not to place into service for tourist,-related purposes the facility acquired, constructed, or renovated with tourist development tax funding, (b) demolishes the Iproject facility or divests itself of ownership or possession of the real property, or (c) ceases the use of the property with a primary 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 often years. Should the demolition, transfer of ownership, or change to a non-tourist 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 loss, 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 giive 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 Fllorida, the Clerk of Court for Monroe County, the Board of County Commissioners for Monroe County, or their agents and representatives. If an audiit determines that monies paid to the Grantee pursuant to this agreement were spent for purposes not authorized by this agreement, the Grantee shall repay the monies 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 audliit exception. In the event the grant is not renewed or supplemented in future years, the Grantee will be billled by the Grantor for the amount of the audiit exception and shall promptly repay any audit exception. a.) Public Access. The County and Grantee shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession, or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and', Grantee in conjunction with this agreement; and the County shall have the right to unilaterally cancel this agreement upon violation of this provision by Grantee. 5. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the terms of this agreement shall be only amended in writing and approved by the Board of County CRF -Coral Restoration - Key West FY 2020 Capital Project Funding Contract IC#2313 Commissioners for Monroe County, The terms,, covenants, conditions, and provisions of this agreement shall bind and inure to the benefit of the County and Grantee, and their respective legal representatives, successors, and assigns. 6. INDEPENDENT CONTRACTOR, At all times and for all purposes hereunder, the Grantee, is an independlent 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-discrimination. 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 abide by all federal and state laws regarding non-discrimination. b.) Anti-kiickback. Contractor 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 Contractor has any interest, financially or otherwise, in the County. For breach or violation of this warranty, the County shall have the right to annul this agreement without liability or, in its discretion, to deduct from the agreement price or consideration, the fulll amount of such commission, percentage, brokerage or contingent fee. Contractor acknowledges, that it is aware that funding for this agreement is available at least in part through the County and that violation, of this paragraph may result in the County withdrawing funding for the project. c.) Hoild harmless/indemnification. Contractor acknowledges that this agreement is funded at least in, part by the County and agrees to indemnify and hold harmless CRF -Coral Restoration - Key West FY 2020 Capital Project Fundling Contract ID#2313 the County and any of its officers and employees from and against any and all claims, liabilities, litigation, causes of action, 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 (collectively claims) arising directly or indirectly from any negligence, wrongful acts or omissions, 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, claim 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 whiich will insure and indemnify the conitractor 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 occurring during the agreement or thereafter that results from performance by contractor of the obligations set forth in this agreement. 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 per occurrence for bodiily injury, personal injury and property damage. 3. Comprehensiive Auto Liablility Insurance with minimum limits of $300,000 combined single, limit per occurrence. The contractor, the Couinty and the TDC shall be named as additional insured on insurance policies, except workers' compensation. 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 project, contractor shall maintain on file with the County a certificate of insurance showing that the aforesaid insurance coverage are in effect. e.) Licensing and Permits. Contractor warrants that it shall have, prior to commencement of work under this agreement and at all times during said work, all required licenses and permits whether federal, state, county 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 TDC, the County, the State of Florida or authorized agents and representatives of said government bodies. 9. HOLD HARMLESS/INDEMNIFICATION. The Grantee hereby agrees to indemnify and hold harmless the BOCC/TDC and the 3406 North, Roosevelt Blvd. Corporation or any of its officers and employees from and against any and all claims, liabilities, Mitigation, causes CRF-Coral Restoration - Key West FY 2020 Capital Project Funding Contract ID#2313 7 of action, 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 will 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 fiability 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 liabillity, 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 competent jurisdliction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or Grantee agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (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 ss. 1681-1683, and 1685-11686), which prohibits dliscrimination on the basis of sex; 3) Section: 504 of the Rehabilitation Act of 1973, as amended (20, USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 19,70 (PL 91-61'6), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VII I of the Civil Rights Act of 1968 (42 USC s. et sect.), as amended, relating to nondiscrimination, in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) CRF - Coral Restoration - Key West FY 2020 Capital Project Funding Contract 1D#2313 any other nondiscrimination provisions ions 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 comimissioni, percentage, brokerage or contingent fee. 12. TERMINATION. This agreement shall terminate on September 30, 2020. 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. 113. 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 said termination, Any waiver of any breach of covenants herein contained to be kept and performed by Grantee shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the Grantor from declaring a forfeiture for any succeeding breach either of the same conditions or of any other conditions. Failure to provide Grantor with certification of use of matching funds or matching in-kind services at or above the rate of request for reimbursement or payment is a breach of agreement, for which the Grantor may terminate this agreement upon giving 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 prior agreements with respect to such subject 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 entirely in the state. This agreement is not subject to arbitration. Mediation proceedings initiated and conducted pursuant to this agreement shall be, in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 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 CRF- Coral Restoration - Key West FY 2020 Capital Project Funding Contract ID#2313 Grantee agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Floriida, b.) Severability. If any term, covenant, condlition or provision of this agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this agreement shalll 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 Iparty, and shall include attorney's fees, court costs, investigative, and out-of-pocket expenses in appe,lllate proceedings. d.) Adjudication of Disputes or Disagreements. County and Grantee 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 instituted against either party relating to the formation, execution, performance, or breach of this agreement, County and Grantee agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this agreement or provision of the services under thiis agreement. County and Grantee specifically agree that no party to this agreement shall, be required to enter into any arbitration proceedings related to this agreement. 16. ETHICS CLAUSE: Grantee warrants that he has not employed, retained 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 officer or employee in violation of Section 3 of Ordinance No. 10-199,01, For breach or violation of the provision the Grantor may, at its discretion terminate this agreement without liability and may also, at its dliscretilon, 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 CRF-Coral Restoration - Key West FY 2020 Capital Project Funding, Contract lD#2313 solely for it, to solicit or secure this agreement and that it has not paid or agreed to pay any person, company, corporation, individlual, 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 Ibreach or violation of the provision, the Grantee agrees that the County shall have the right to terminate this agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. a.) Covenant of No Interest. County and Grantee covenant that neither presently has any interest, and shall not acqluire any interest, 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 publlic officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not li,mited''to, solicitation or acceptance,of gifts; doing, business with one's agency; unauthorized compensation; misuse of public position; conflicting employment or contractual relationship; and disclosure or use of certain, information. 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 bidl 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 contractor, supplier, sub-contractor, 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 project herein described. Each of the signatories for the Grantee below certifies and warrants that the Grantee's name in this agreement is the full 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 appropriate authority, 19. LICENSING AND PERMITS- Grantee warrants that it shall have, prior to commencement of work under this agreement and at all times during said work, all required lice,nses'and permits whether federal, state, county or city, 20. INSURANCE, Grantee agrees that it maintains in force at its own expense a liability insurance policy which wild 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 CRF -Coral (Restoration - Key West FY 2020 Capital Project Funding Contract ID#2313 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 $5001,000 Combined Single Limit(CSL) If split limits are provided, the minimum limits acceptable shall be $25,0,0001 per Person $500,0100 per occurrence $50,000 property damage. 3. Comprehensive Business Auto, Liability Insurance with minimum (limits of $300,000 combined single limit per occurrence, The Grantee, the Grantor and the TDC shall be named as additional insured, except workers' comipensation. The policies shall provide no less than 30 days' notice of cancellation, inon-renewal or reduction of coverage. Grantee shalil 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 • Certificate of Insurance e-mailed from Insurance Agent/Company to County Risk Management - Telephone Maria Slavik at (305) 295-3178 for details (Certificates can be e-mailedl directly from the insurance agency to: Slaviik-M aria(a)MoniroeCouinty-FL.Gov — The e-mail must state that this is a certificate for a TDC project and should be forwarded to Ammie Machan at the TDC administrative office) An original certificate or a certified copy of any or all insurance policies required by tiffs contract shall be filed with the Clerk of the IBOCC prior to the contract being executed by the Clerk's office. The Insuirance policy must state that the Monroe County BOCC and Monroe County TDC is the Certificate Holder and additional Insured for this contract (certificate only for workers' compensation coverage). Insurance information should be mailed to: Monroe County Board of County Commissioners c/o Risk Management P.O. Box 1026 Key West, FL 33041 21. NOTICE. Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified miaill, returned receipt requested to the following: CRF-Coral Restoration - Key West FY 2020 Capital Project Funding Contract lD#2313 For Grantee: Martha Roesler The Coral Restoration Foundation, Inc. 5 Seagate Blvd Key Largo, FL 3,3037 For Grantor: Maxine Pacini Monroe County Tourist Development Council 1201 White Street, Suite 1012 Key West, FL 33040 and Ms. Christine Limbert-Barrows, 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. Any conditions imposed as a result of fundingi that effect the Project will be provided to each party. 21 NON-DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES. This agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance, thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, thus agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute,, and case law. 24. NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the terms, or any of them, of this agreement to enforce or attempt to enforce any thirdl- party claim or entitlement to or benefit of any service or program contemplated hereunder, andl 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 benefits under this agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this agreement. 25,. ATTESTATIONS. Grantee agrees to execute such, documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethiics Statement, and a Drug-Free Workplace Statement. 26. FORCE MAJEURE. The Grantee shall not be liablefor 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 impactingi travel in the United States, insurrection, riot or civil commotion, act of public enemy, epidemic, CRF - Coral Restoration - Key West FY 2020 Capital Project Funding: Contract I D#2 313 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 planningi 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 TIC 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 1 and Scope of Services. 27. EXECUTION IN COUNTERPARTS. This agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this agreement by signing any such couinterpart, 28. 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 headlinigis are not ! a part of this agreement and will not be used in the interpretation of any (provisionl of this agreement. 29. MISCELLANEOUS: As used herein, the terms "contiract" and "agreement" shall be read interchangeably. CRF - Coral Restoration - Key West FY 20,20 Capital Project Funding Contract lD#2313 1 A IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed the day and year first above written. (SEAL.) Board of County Commissiioners Attest: Kevin Madok, Clerk of Monroe County Deputy Clerk Mayor/Chairman The Coral Restoration Foundation, Inc. Sy - . resident w w M. wro Print Name Date: i AND TWO WITNESS; (1 (2) ( - .. .. (2) Print Name Print Name Date: �� � � w Date: .�� 19 IvIONROE COUNTY S'ATTORNEY "I CJ..., A. v A T V oRK CHRISTINE LIMBERT-BARROWS ASSISTANT I A TORNEY CRF-Coral Restoration-Key West FY 2020 Capital Project Funding Contract ID#2313 15 1-- LO 0 ® c"i a Ci qr9 in L1j d 0 u 'o. u C 01 ,0 :2 ------------------------------------------------------------- ------------------ - 0 - G U A CL CL p Q LO C 0 I�° . cN c1M u, t7 0 , E CL .... aGl D, CL C E 0 0 0 0— C (`) m ILul5 G •C a { 0 4 -�Z � Q ` 0 CU T D L � Cr.L W U. u ®� 0 �-- m a, tlsCL 0 0 � � � � w.. C3 c 101 i Edflim INSURANCE CHECKLIST FOR VENDORS SUBMITTING PROPOSALS OR BIDS FOR WORK To assist in the development of your proposal, the insurance coverages marked with an "X" will be required in the event an award is made to your firm. Please review this form with your insurance agent and have him/her sign it in the place provided. It is also required that the bidder sign the requiste form reflecting coverage and submit it with the proposal. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY _ Cx Workers' Compensation Statutory Limits Bodily Injury by Accident/Bodily Injury by Disease, policy limits/Bodily Injury by Disease each employee WCI Employers Liability $100,000/$500,000/$100,000 WC2 Employers Liability $500,000/$500,000/$500,000 WC3 Employers Liability $1,000,000/$1,000,000v$1,000,000 WCUSLH US Longshoremen & $1,000,000 Harbor Workers Act WCJA Federal Jones Act $1,000,000 Adminishlivc:Instruchon 7500.7 6 2019 Edition QEN MALIdADJIM As a minimum,the required general liability coverages will include: ® Premises Operations • Products and Completed Operations • Blanket Contractual Personal Injury Required Limits: GLI $300,000 Combined Single Limit GL2 X $500,000 Combined Single Limit GL3 $1,000,000 Combined Single Limit GL4 $2,000,000 Combined Single Limit GLS $3,000,000 Combined Single Limit GL6 $4,000,000 Combined Single Limit GL7 $5,000,000 Combined Single Limit Required Endorsement: GLLIQ Liquor Liability GLS Security Services All endorsements are required to have the same limits as the basic polilcy. INSCKLST Adrninisfttivc instruction 7500.7 2018 Edition BUSINESS AUTOMQBILE LIABILITY As a minimum, coverage should extend to liability fair: • Owned; Non-owned; and HiredVehicle Required Limits: VLl $50,000 per Person:$100,000 per Occurrence $25,000 Property Damage Or $100,000 Combined Single Limit (The use of VLI should be limited to special projects that involve other governmental entities or"Not for Profit"organizations. Risk Management must approve the use of this form). VL2 X $200,000 per Person; $300,000 per Occurrence $200,000 Property Damage or $300,000 Combined Single Limit VL3 $500,000 per Person; $1,000,000 per Occurrence $100,000 Property Damage or $1,000,000 Combined Single Limit VL4 $5,000,000 Combined Single Limit MISCELLANEOUS COVERAGES BRI Builders' Limits equal to the Risk Full Replacement Value of the completed project. CLI Cyber Liability $1,000,000 MVC Motor Truck Limits equal to the maximum Cargo value of any one shipment. PRO I Professional $ 300,000 per Occurrence.$ 500,000 Agg. PR02 Liability $ 500,000 per Occurrence/$1,000,000 Agg. PR03 $1,000,000 per Occurrencei$2,000,000 Agg. POLI Pollution $ 500,000 per OccurrenceJ$(,000,000 Agg. POL2 Liability $1,000,000 per Occurrence/$2,000,000 Agg. POL3 $3,000,000 per OccurrenceJ$6,000,000 Agg. POL4 $5,000,000 per Occurrence/$10,000,000 Agg. EDt Employee $ 10,000 ED2 Dishonesty $100,000 GKl Garage $ 300,000 ($ 25,000 per Vehicle) GK2 Keepers $ 500,000 ($100,000 per Vehicle) GK3 $1,000,000 ($250,000 per Vehicle) Administrative Instruction 7500,7 8 201SEditbn EDI Medical $ 300,0001$ 750,000 Agg. D2 Professional $ 500,0001$ 1,000,000 Agg. MED3 $1,000,000 3,000,000 Agg. $5,000,000310,000,000 Agg. IF Installation Maximum value of Equipment Floater Installed VLPI Hazardous $ 300,000 (Requires MCS-90) VLP2 Cargo $ 500,000 (Requires MCS-90) VLP3 Transporter $1,000,000 (Requires MCS-90) LL Bailee Liab. Maximum Value of County Property that will be in the Bailee's posession. HK.Ll Hangar keepers $ 300,000 HK.L2 Liability $ 500,000 HK.L3 $ 1,000,000 HK.L4 S 5,000,000 AIRI Aircraft $ 1,000,000 AIR2 Liability $ 5,000,000 AI $50,000,000 AE01 Architects Errors $ 250,000 per Occurrence/$ 500,000 Agg. 02 & Omissions $ 500,000 per Occurrencel$1,000,000 Agg. A03 $ 1,000,000 per Occurrence/$3,000,000 Agg. AE04 $ 3,000,000 per Occurrencel$5,000,000 Agg. ARP All Risk Property Full Replacement Value ofStmcture 03 Engineers Errors $ 250,000 per Occurrence/$ 500,000 Agg. 02 & Omissions $ 500,000 per Occurrencel$!,000,000 Agg. 03 $ 1,000,000 per Occurrence42,000,000 Agg. E 0 4 $ 5,000,000 per Occurrence/$!0,000,000 Agg. LI Water Craft $ 500,000 per Occurrence 2 Liability $ 1,000,000 per Occurrence Administrative Instruction 7500,7 INSI-PA CE- ACWNT5 S°l~r k"9nMt;NT I have rm iewcd the above requirements with the bidckr nanwd below,."I"he following deductibles apply to the comsponding policy Policy Deductibles T.iahiluy Imlicics arc VOCCUInncc []C'Iaims Made lRemii IMranW Agqgy ignat e or BIDDERS STATEMENT 1 understand the insurance that will be mandatory if awarded the contract and will comply in full with all the requirements. ` t�. t►2 L-p BiddLes Name and Title Signature Company Name: �,» ���1���� 9����U nAc�ay \ V r' 2011 Edrtim INSURANCE AGENTS STATEMENT 1 have reviewed the above requirements with the bidder nuened below.The following deductibles apply to the corresponding policy. Policy Deductibles S Liability,policies are 4 Occurrence ❑Claims Made vta✓,nc� �-c ���� nsu ce gency gnature BIDDERS STATEMENT I understand the insurancethat will be mandatory if awarded the contract and Will comply in full with all the requirements. Bidder's Name and Title Signature Company Name:__ Adminimliw lanw1ion 7500,7 qll