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Item F14 F.14 BOARD OF COUNTY COMMISSIONERS County of Monroe 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.14 Agenda Item Summary #5848 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 Hidden Harbor Marine Environmental Project, Inc. for the Turtle Hospital Generator project in an amount not to exceed $33,750 DAC III FY 2020 Capital Resources ITEM BACKGROUND: DAC III 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: Hidden Harbor Turtle Hospital Generator Agreement and Insurance Check List. FINANCIAL IMPACT: Effective Date: October 16, 2019 Expiration Date: September 30, 2020 Total Dollar Value of Contract: $33,750 Total Cost to County: No Cost to County Current Year Portion: $33,750 Budgeted: Yes Source of Funds: TDC CPI: Packet Pg. 1593 F.14 Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No If yes, amount: Grant: County Match: Insurance Required: Yes —Insurance Check List attached Additional Details: 10/16/19 119-79040 - TDC BRICKS & MORTAR 119 $33,750.00 REVIEWED BY: Maxine Pacini Completed 09/05/2019 10:02 AM Christine Limbert Completed 09/05/2019 1:02 PM Budget and Finance Completed 09/09/2019 2:50 PM Maria Slavik Completed 09/10/2019 8:41 AM Kathy Peters Completed 09/10/2019 10:50 AM Board of County Commissioners Pending 10/16/2019 9:00 AM Packet Pg. 1594 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 Hidden Harbor Marine Environmental Project, Inc. (Grantee) a not for profit organized and operating under the laws of the State of Florida. WHEREAS, the district pennies of Tourist IDevelopment Tax may be used for the following purposes only: To acquire, construct, extend, enlarge, remodel, repair, improve, maintain, one or more a. Publicly owned and operated convention centers, sports stadiums, sports arenas, coliseums, or auditoriums within the boundaries of the county or subcounty special taxing district in which the tax is levied; or b. 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 orga,inilizations 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 facillities or beach, channel, estuary, or lagoon improvement, maintenance, re-nouriishment, restoration, and erosion control; or 6. public 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 organiizations and open to the public; and WHEREAS, Grantee has applied to TDC District III for funding for the 'Turtle Hospital Generator 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, an zoologiical park 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, 2020.1 This agreement shall remain in, effect for the stated period unless one party gives to the other written notification of termination pursuant to and in compliance with paragraphs 7, 12 or 13 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 commenced within the fiscal year funded may be requested by the TDC administrative office. 2. SCOPE OF AGREEMENT, The representations made by the Grantee in, its proposal 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 Turtle Hospital Generator FY 2020 Capital Project IFunding Contract lD#2327 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 withiin 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 all invoices pertaining to this project shall be submitted to the Finance Department of Monroe County no later than September 30, 2020 to Ibe considered for payment. Acknowledgement: Grantee shall be reqluired 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 condliition. 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 Bette Zirkelbach (Email: tuirtlehospitalmarathon@gimiaill,com; Phone.- (3015) 923-8562). Should there be a change in the project manager specified in the Grantee's application,, a new project manager shall be designated, and notice with new contact information shall be provided in writing to the TDC administrative office. b.) If, and to the extent that, Grantee contracts for any of the work funded uinder this agreement to Ibe 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 Ibe performed by a contractor, Grantee shall provide County with an amended contract executed by 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 requiirements 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 $50,0010, the niot-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 $50,0100 or more, a competitive bid process must be performed following Monroe County's procurement policies and procedures, unless the commodities or services will Ibe provided by a "solle 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.monroecoiunty- fl.gov/DocumentCenterNiew/l 6004/PURCHASING-POLICY---Update-09-04- 18 Turtle Hospital Generator FY 2020 Capital Project Funding Contract 1D#2327 2 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 Ipersonal 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 $33,750 (Thirty-Three Thousand Seven Hundred and....Fifty Dollars TD,C District III fundiing) for materials and services used to improve the property. Reimbursement request must show that Grantee has paid in fuill 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 asset 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 liabillity 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 outllined in the Scope of Services and Exhibit A. Payment for expenditures permissible by law and County policies shall be made through reimbursement to Grantee upon presentation of Application for Payment Summary, invoices, canceled checks, before ,and after pictures, County 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: 3015-295-4338 email: Sanders-Stephen@ Mon roeCou nty-F 1.gov or Cary Kniight- phone: 305-292-4416 email: Knight-Cary@MonroeCounty-Fl,gov) and to arrange,for inspection upon the completion of each segment. 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 andl notarized, declaring that representations in the invoice are true and factual. All payment requests must be submitted no later than September 30, 2020. Invoices received after September 30, 2020 will not be considered for payment. Turtle Hospital Generator FY 2020 Capital Project Funding Contract ID#2327 3 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: application of i'n-kinid donations of goods, professional services, and materials. Said documentation should include invoices, bills of ladingi, 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 paym,ent/reimbursement packet. This document should be signed by the project manager. The Project Manager shall certify delivery to the project site and installation therein of any goods or services provided other than through an architect, engineer or contractor. All work performed and goods received on site and incorporated into the project shall be verified by one of the foregoing. Submission of any documentation which is untrue, 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 pollicies of Monroe County are revised, such as to require aninual 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 successfuil 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 sigin a Property Reporting Form upon request 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 shalll 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 is a facility for which tourist development taxes may be used pursuant to Florida Statute 125.0104 with prior approval from TDC and BOCC. Turtle Hospital Generator FY 2020 Capital: Project Funding Contract ID#2327 4 (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 project 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 REPO,RTS. The Grantee shall keep such records as are necessary to document the performance of the agreement and expenses as incurred, and give access to these records at the request of the TIC, 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 Florida, the Clerk of Court for Monroe County, the Board of County Commissioners for Monroe County, or their agents and representatives. If an audit 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. runnings 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 willl be offset by the amount of the audit exception. In the event the grant is not renewed or supplemented in future years, the Grantee will be billed by the Grantor for the amount of the audit 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 Turtle Hospital Generator FY 2020 Capital Project Funding Contract ID 2327 5 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 independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this agreement shall be construed as to find the Grantee or any of its employees, contractors, servants or agents to the employees of the Board of County Commissioners of Monroe County, and they shall be entitled to none of the rights, privileges or benefits of employees of Monroe County, a.) No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this agreement or be subject to any personal liabillity or accountability by reason of the execution of this agreement. 7. COMPLIANCE '! ITH LAW. In carrying out its obligations under this agreement, the Grantee shialll 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 were the handicap does not affect the ability of an indli�vidual to perform in a position of employment, and to abide by all federal and state laws regarding non-d iscrim i nation. b.) Anti-kickback. 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 full 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.) Hold harm less/indemnification. Contractor acknowledges that this agreement is funded at least in part by the County and agrees to indemnify and hold harmless Turtle Hospital Generator FY 2020 Capital Project Funding Contract ID#2327 6 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 linvestigation arising as a result of any suit, action or claim related to this agreement. d.) Insurance. Contractor agrees that it maintains in force at its own, expense a liability insurance policy which will insure and indemnify the contractor and the County from any suits, claims or actions brought by any person or persons and from alll 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 lin 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 bodily injury, personal injury and property damage. 3. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single (limit per occurrence. The contractor, the County 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 HARM LESS/I N DEMINI I FICATION. The Grantee hereby agrees to indemnify and hold harmless the BOCC/TDC and the 3406 North Roosevelt Blvd. Corporation or any of fits officers and employees from andl against any and all claims, liabilities, litigation, causes Turtle Hospital Generator �FY 2020 Capital Project Funding Contract 1D#2327 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 thiis 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 liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. b.) Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 10. NONDISCRIMINATION, County and Grantee agree that there will be no discrimination against any person, and it is expressly understood that upon a determ,ination 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 VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national oirigiin-, 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss,. 1681-1683, and 1685-1686), which prohibits discrimination 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 d iscriminiation 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 91-616), as amended, relatingi to nondliiscr,imination 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 VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 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) Turtle Hospital Generator FY 2020 Capital Project Funding Contract 11D#2327 8 any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 11. ANTI-KICKBACK The Grantee warrants that no person has been employed or retained to solicit or secure this agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, and that,no employee or officer of the County or TDC has any interest, financially or otherwise, in the said fuinded project, except for general membership. For breach or violation of this warranty, the Giranitor shall have the right to annul this agreement without liability or, in its discretion, to deduct from the agreement price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. 12. TERMINATION. This agreement shall terminate on September 30, 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 shalll not be obligated to pay for any services or goods provided by Grantee after Grantee has received written notice of term,iniation. 13. TERMINATION FOR BREACH. The Grantor may immediately terminate this agreement for any breach of the terms contained herein. Such termination shall take place, immediately upon receipt of written notice of 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 aforfeiture 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 Turtle Hospital Generator FY 2020 Capital Project Funding Contract ICE`2327 9 Grantee agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. b.) Severability. If any term, covenant, condition or provision of this agreement (or the appllication 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 shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this agreement would prevent the accomplishment of the original intent of this,agreement. The County and Grantee agree to reform the agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. c.) Attorney's Fees and Costs. The County and Grantee agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of- pocket expenses, as an award against the none-prevailling party, and shall include attorney's fees, court costs, investigative, and out-of-pocket expenses in appellate 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 this agreement. County and Grantee specifically agree that no party to this agreement shall be requiired 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 Nlo. 10-1990. For breach or violation of the, provision the Grantor may, at its discretion terminate this agreement without liability and may also, at its discretion, deduct from the agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer or employee. The County and Grantee warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working Turtle Hospital Generator FY 2020 Capital Project Funding Contract ID#2327 10 solely foir it, to solicit or secure this agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resultingi from the award or making of this agreement. For the breach 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 acquiire 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 ireqluired to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation, or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position; conflicting employment or contractual relationship; and disclosure or use of certain, information. 17. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been placed on the convicted vendor list following a conviction for Ipublic entity crime may not submit a bid on an agireement 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 requlired licenses 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 will insure and indemnify the Grantee and the Grantor from any suits, claims or actions brought by any person or persons and from all costs and expenses of litigation brought against the Grantee for such injuries to persons or damage to property occurring dlurinig the agreement or thereafter that results from performance by Girantee of Turtle Hospital Generator FY 2020 Capital Project Funding Contract I'D#2327 the obligations set forth in this agreement. At all times duringi 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 coveragie's shall be provided: 1. Workers' Compensation insurance as required by Florida Statutes. 2. Commercial General Liability Insurance with minimum limits of $500,0100 Combined Single Limit (CSQ If split limits are provided, the minimum limits acceptable shall be $250,000 pier Person $5010,,000 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' compensation. The policies shall provide no less than 30 days' notice of cancellation,, non-reinewal or reduction of coverage. Grantee shall 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 ei-miaiiled directly from the insurance agency to: Slav,ik-Maria(&MoniroeCounity7FL,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 this contract shall be filed with the Clerk of the BOCC prior to the contract being executed by the Clerk's office. The Insurance policy must state that the Moniroe 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 10261 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 mail, returned receipt requested to the following: Turfle Hospital Generator FY 2020 Capital Project Funding Contract ID#2327 12 For Grantee: Bette Zirkelbach Hidden Harbor Marine Environmental Project, Inc. 2396 Overseas Highway Marathon, FL 33050 For Grantor-, Maxine Pacinii Monroe County Tourist Development Council 1201 White Street, Suite '1102 Key West, FL 33040 and Ms. Christine Limbert-Barrows, Asst. County Attorney P.O. Box 1026 Key West, FL 330411-1026 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. 23. NON-DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES. This agreement is not intended to, nor shalll 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 iresponsibiility. Further, this 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 third- party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Grantee agree that neither the County nor the Grantee or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or 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 Ethics Statement, and a Drug-Free Workplace Statement, 26. FORCE MAJEURE. The Grantee shall not be liable, for delay in performance or failure to complete the project, in whole or in part, dlue to the occurrence of any contingency beyond its control or the control of its contractors and subcontractors, including war or act of war whether an actual declaration thereof is made or not, act of terrorism impacting travel in the United States, insurrection, riot or civil commotion, act of public enemy, epidemic, Turtle Hospital Generator FY 2020,Capital Project Funding Contract I D#2327 13 quarantine restriction, storm, flood, drought or other act of God, or act of nature (including presence of endangered animal species which, cannot Ibe 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 lin the prevention thereof. However,, lack of planning for normal and expected weather conditions for the time of year the project is to be executed shall not constitute an act of God excusing a delay. Any delay or failure due to the causes stated shall not constitute a breach of the agreement; however, the Grantor shall have the right to determine if there will be any reduction to the amount of funds due to the Grantee after consideration of all relevant facts and circumstances surrounding the delay in performance or failure to complete the project within the contract period. Upon demand of TDC or Grantor, the Grantee must furnish evidence of the causes of such delay or failure. Grantor shall not pay for any goods received or services provided: after the date(s) described in paragraph 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 counterpart. 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 headings are not a part of this agreement and will not be used in the interpretation, of any provision of this agreement. 29, MISCELLANEOUS: As used herein, the terms "contract" and "agreement" shall be read interchangeably. Turfle Hospital Generator FY 20,20 Capital Project FundMg Contract lD#2327 14 IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed the day and year first above written,. (SEAL) Board of County Commissioners Attest: Kevin Madok, Clerk of Monroe County fDeputy Clerk Mayor/Chairman Hidden Harbor Marine E ro al Pr ject, Inc. By ,� s1'dentz" Print Name Date: 1 ei AND TWO WITNESSES (2) 'kj'��Va' A—t&L-'t�' (1 O I a� J Print Name Print Name Gate: Cate: C ED4T FORM: C14RIFSTINE I IMBERT-BARROWS AIIIITAN��'f�711Y DATE: Turtle Hospital Generator FY 2020 Capital Project Funding Contract IN 232 1 0 r Cal t7 uj c 0 .` 0 0 '� 1-- a E CY v°a „ CL Cd _ a C - CL } G �- 7 `� P Sao -0 0 W. C uuV. .. ( ' cU , , 0 01— qa .�.. -� .— (l) 0 Z .� cw w 0 U d E () � w , "o ZLL ,G . re Ce ( U C tuw ICJ q�i pi U -a. ' � a 0 0 U Z Z Z C+" o�m � �� ', ; Ct , I-I&on INSURANCE CHECKLIS'"I'.FOR VENDORS SUBWTTING PROPOSALS Olt BIDS FOR 'WORK To assist in the development of your proposal, the illRtrance coverages marked with an "X" wiH be required h'i the event an award is made to your finn. Pease review this form with your if%Urance 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' C.OMPENSATION AND EMPLOYERS' LIABILITY 0 k, Mwkers' Corripensalion. Statutory Limits Sk.,e 0tre""Il, It BodHy Trijury by AcciJertUBoday In'"jury by Disease, policy hmils/Bodfly InJury by Disease cacti employee WU EI'mployers, Liability $l00,000/$500,00()�'i,,,10(.),,000 WC2 Erriployers Liability $500,000/$500,000;1",'.,11500,1000 WC3 Employers Liability $1,000,000S�'()()0'00()$1,0000m WC,t 'S111 I US Longshoremen & $L000,000 Harbor Workers.Aet WCJ A Federal Jone,-, Act ISU')001'000 AdmhshEvc k�shvcfion '7500.7 NOS EMon GENERAL. LIABILITY As a minimurn,the requ red general fiabifity coverages will incfude: " Premises Opera dc)ns Pro&Cts and Operations . Manket Contr-actual Personal Injury Required Uf nit s' (3 L I 1 $300,000 (,ornNned Single Limit GL2 $500,000 C(wrnbined Sh:igle 1.1rnh G1,3 $1,000,00O4:"ornbined S,ingle L,bnit G LA, $2,000,000 Coinbk'wd Single Limit G LS $3,000,000 Ccwmbined Single Urnit CIAL6 $4,000,000 Cornbined Single Lii nit G1,7 $5,000,000C'ofnbined Ski& Lindt Required End(,)rsetnent' GLIM), Liquor L�aWfity GLS Security Serv�ces All endmsmient arc required to have the sarne HIriJts as the bask poh,,, GL policy has 1,000,000 Limit/ higher than required Includes premises operations, contractual liability, products completed operations and personal injury. 1NSCKL,,ST Adnflnasuafive histucti[on 7500,7 7 20�8 Echtion ILI_Ut--0NE i_A UTOMOBILE' LIABILITY As a rninitnuiri, coverage should extend to fiabffity for� Owned; "Non-owned; and Ffired \Iehicles Required Limits.- $50,000 per Person:$100,000 per Occurrence $25,000 Property Damage or $100,000 Combined Single L,inflt (The use ol'VIA should be,limited to specW prqjects that involve other governmental entities or"Not. tzar Profit"a.-)rganizations,, Risk Management must approve the Use of this ftwrn). V1,2 —X— $200,(,')00 per Person;$300,000 per OccufTence $200,O(Y) Property Damage 01" $300,000 COMbined Single Limit V1,3 $500,000 per Person;$1,00(),O()o per OCCUrrence $100,000 Property Damage 01, $1,000,000 Combined Single 1-irnit VL-4 $5,000,000 Combined Single Limit V�ER A G ES BRJ Builders' Linifts eqMfl to the Risk Full Replacement Vakie of the completed 1-.woject, CLI Cyber LiaNity $1.,000,ow MVCI Nforor,r,riuck Limits equal to the maxinium Cargo value of any(,me shiptnent. PRO l Prof�,:,,sional $ 300,000 per Occurrence$500,000 Ag& PR 02 L,iabifity $ 500,000 per()ccurrence/'S 1,000,000 A g,&Y. PR03 $1,000,000 per OCCUrrence,$2,,000,000 Agg. POLI Pollution $ 500,000 per Occurrence $(,000,000 Agg. P01,2 1.1abifity $l,000,000 per Occurrence/$2,000,000 Agg, TIOU S3,000,000 per Occun-ence$6,000,000 Agg. POLA $5,000,000 per Ocicurrence/$I 0,000,000 Ag& EDt Employee S 10,000 FID2 13ishonesty $100,000 GKI Ciarage $ 300,000 ($ 25,000 per Vehicle) GK2 X,,eejx-,rs S 500,000($100,000perVehide) GK3 $l.,000,000 ($250,000 per Vehicle) Adni nistnw ve lnst7u 7 Auto has 1,000,000 combined sinle limit/ higher than required 2018 EdC n MEDI Medical S 300,000$ 750,000 Agg. M ED2 Professional $ 500,000$, 1,000,000 Ag& MED3 $1,000,000$ 3,000,000 Agg. MED4 $5,000,000$10,000,000 Ag& IF Installation Maximum value of EqUipment Floater Installed VLPI HaZalliOUS $ 300,000 (Requires MCS'-90) V LP2 Cargo S 500,000 (Requires MCS-90) VLPL Transixxter $1,000,000 (Requures M4,S-90) BLI, Bake Uab. Maximum Vahle Of('`0W p AY Prop that will be in the Bailee's posessiom H K,L,l Hangar keepers $ 300,0()0 HK,1,2 Liabflity $ 500,000 1-11<13 $ 1,000,000 AR I A i rcraft S 1,()()0,000 AIR2 Liability $, 5,000,000 A I R3 $50,000,000 AEOI Architects E'Frors $ 250,000 per Occurrence$ 500,000 Agg, A I�IID2 & Omissions S 500,000 per Occure rnce$1,000,00 A 0g& A E03 $ 1,000,000 per Occurrence$3,000,000 Agg, AE04 $ 3,000,000 per Occurmu,,&$5,000,000 Agg ARP, All Wsk Property Full Replacernent Vakie of,.,,,trncture E0,l Engineers Errors $ 250,000 per Occurrence$ 500,000 Agg. 1l102 & Omissions $ 500,000 per Occurrence S!,000,000 Agg, FI03 $ 1,000,000 per Occurrence$2,000,000 Ag& E04 S 5,000,000 per0ccurrence$!0,000,000 Agj;• u l I Water C`raft $ 500,000 per Occurrence WL,2 Liability $ 1,000,000 per OCCUrrence AdndnuquvM,, InshuctJon 75007 2W 8 Edft on INSURANCE AGENT'S STATEMENT' I have reviewed the above requirements with the bidder name below.1"hag fbil(mving deductibles apply to the correspcm'Wing policy, Policy Deductibles ______1,000 Co,�p/Collision Liability poficiesare _,__FROccurrence Claims Made Brown & Brown of Florida -Tn surarwce-Ag-e n—cy --S i—gn a t u re BID.DERS S"FATEMEN'T I undersuand the insut-ance that will be mandatory it'awarded the con tract and will cornply in fall with all the requirements, P)etlt�,7 iddcr's Sigm(.�uxf, 'x Compmay "Niarne. ta I Admuidrafive htuclkm '75007 scat;rada;4�n INSURANCE CHECKLIST FOR VENDORS STJ B-1vuTYNG 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/hex sign it in the place provided.It is also required that the bidder sign the requiste form reflecting covexa.gc and submit it with the proposal. WORKEMS' COMPE"NSATION AND EMPLOYERS'LIABU17Y Bodily Injury by Accident/Bodily Injury by Disease,policy limits/Bodily Injury by Disease each employee WC1 Employers Liability $100,0004500,0001sl 00,0()0 WC2 Employers Liability $500,0001$500,000/$500,000 4TdC3 Employers Liability WC USLI-1 US Longshoremen& $1,000,000 Harbor Workers Act WCJA Federal Jones,Act $1,000,000 Adininjiqlrahvc.Ins1ruclion 7500.7 6 2018 Edition INSURANCE AGENT'S SIATENENT I have reviewed the above requirements with the bidder named below,Tl-ue following deductibles apply to the corresponding policy, Policy Deductibles O-OUOT---- .......... Liability policies are _E Occurrence E)Clahns Made Artex Risk Solutions BIDDERS STATEMENT I understand the insurance that will be mandatory if awarded the contract and will comply in full with all the requirements. 7 v. Bidder's Name and Title Signature Company Nanic-The'furtleBosDital- AdniiAralive hnxfim 7500.7