Item H1 H.1
G BOARD OF COUNTY COMMISSIONERS
County of Monroe Mayor Sylvia Murphy,District 5
The Florida Keys l'U � � Mayor Pro Tem Danny Kolhage,District 1
�pw° Michelle Coldiron,District 2
Heather Carruthers,District 3
David Rice,District 4
County Commission Meeting
November 20, 2019
Agenda Item Number: H.1
Agenda Item Summary #6204
BULK ITEM: Yes DEPARTMENT: Tourist Development Council
TIME APPROXIMATE: STAFF CONTACT: Ammie Machan (305) 296-1552
N/A
AGENDA ITEM WORDING: Approval of an Amendment to Extend Agreement with the Miami -
Dade Historical Maritime Museum, Inc. for the USGCG Ingham Repair and Restoration of Hull
Project to December 31, 2020
ITEM BACKGROUND: See attached request from the Miami—Dade Historical Maritime
Museum, Inc. requesting to extend the completion date of the project.
DAC I approved extending completion date to December 31, 2020 at their meeting of October 2,
2019
TDC approved same at their meeting of October 29, 2019
PREVIOUS RELEVANT BOCC ACTION: BOCC approved original Agreement at their meeting
of January 23, 2019
CONTRACT/AGREEMENT CHANGES:
Amendment to Extend Agreement
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
USCGC Ingham Request, Amendment and Original Agreement
FINANCIAL IMPACT:
Effective Date: January 23, 2019
Expiration Date: December 31, 2020
Total Dollar Value of Contract: $75,188
Total Cost to County: No Cost to County
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H.1
Current Year Portion: $75,188
Budgeted: Yes
Source of Funds: TDC
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: If yes, amount:
Grant:
County Match:
Insurance Required: Yes
Additional Details:
11/20/19 117-77040 - TDC BRICKS & MORTAR 117 $75,188.00
REVIEWED BY:
Maxine Pacini Completed 10/24/2019 3:19 PM
Christine Limbert Completed 10/24/2019 3:56 PM
Budget and Finance Completed 10/24/2019 4:48 PM
Maria Slavik Completed 10/25/2019 9:01 AM
Kathy Peters Completed 10/25/2019 9:21 AM
Board of County Commissioners Pending 11/20/2019 9:00 AM
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August 12,2019
Monroe County"h°ourist Development Council
RE FY 2019, 11,02278
To Whom it May Concern:.
We are requesting an extension on the FY 2019 grant that was approved for(lie 1°M°liami-Dada Historical
Maritime Museum. There has been somewhat of as problem trying to get tug boats to transfer the U C GCS
ingharn to Tampa and back. We have tried contacting several companies and with no avail, We will
continue to try until we are able to get secure tugs which unfortunately ward be at a moment's notice,
Weather and sea conditions play a pivotal role in moving the vessel from one location to another,
Therefore, having a larger window for the grant would be a great benefit for the museum,. The tugs boats
have specific guidelines and regulations to be able to tow this large a vessel,this is posing a problem with
getting the appropriate and safe tug boats.
We would be grateful for the opportunity to extend the grant to September 30,2.020. 'There may be a
chance we are able to get to dry dock:by the end of the year but we are trying to be proactive so we do not
lose the chance to be able to use the grant money that was approved for this project.
If you have any question please feel free to contact us at 305-292- 072.. Thank YOU so raryucla for your
time and cooperation in this matter.
Sincerely,
Michael G.Charavell Sr.
Chief Operations Officer
USCGC INGHAM WIIEC-35 (Ret.)
TB"Uffl"call VVaA(N"frG111t l=r ), I o '186 Key VuVest,, R4"'t"da 33041 U5CGCCt"Pghana,o p 105395 95 4
AMENDIVIENTIVAMENDMENT) TO AGREEMENT
THIS AMENDMENT to Agireemient dated this day of '2019, is entered into by and
between the Board of County Commissioners for Monroe Coluinty, on behalf of the Tourist
Developirnent Council, and Mliami — Dade Historical Maritime Museum, Inc. a not for profit
organized and operating under the laws of the state of Florida (Grantee),.
WHEREAS, there was an Agreement entered into on January 23, 2019 between the parties,
awarding $75,188 to Grantee for the USGCG Ingham Repair and Restoration of Hull
("Agreement"'); and
WHEREAS, it has become necessary to revise the termination date of the agreement to
December 31, 2020; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties
agree to the amend Agreement as follows:
1. Paragraph 1 of the agreement shalll be revised to read as follows: This Agreement is
for the period of January 23, 2019 to December 31, 2020. 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 of the origiinal Agreement dated January 23, 2019.
2. Any references to, termination dlate and submission of invoices shall be revised to read
December 31, 2020.
3, The remaining provisions of the agreement dated January 23, 2019 shall remain in full
force and effect.
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
Amendment H I
USCG C Ingham—Repair and Restoration of HU11
I D#2278
rr
IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first
above written,
(SEAL) Board of County Commissioners
Attest: Kevin Miadok, Clerk of Monroe County
Deputy Clerk Mayor/Chairman
Miami — Dade Historical Maritime Museum, Inc.
B
8 cl6rit
print Name
Date: /40
AND TWO WITNESSES
(2)
(2) e_1 I
PriWt_N_am`9� Ptell
/I PrIlnt ame
Date: Date-, tv 11 j 9
MONROE COUNTY ATTORNEY
E I�A�P aP T0�
CHRISTINE LIMBERT-BARROWS
ASSISTANTQ�UNTY ATTORNEY
&
DATE:
Amendment#1 .4
USCGC Ingham Repair and Restoration of imi
JD#2278
Grant Award Agreement
THIS AGREEMENT (agreement) is entered into this oBr4' day of
va,ru, 2019 by and between MONROE COUNTY (County or Grantor), a political
\4ubdivN,in of the State of Florida and Miami-Dade Historical Miaritime Museum, Inc.
(Grantee) a not for profit, organized 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 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. 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 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 to finance beach park facilities or beach,,
channel, estuary, or lagoon improvement, maintenance, re-nourishment, restoration, and
,erosion control; or public facilities if needed to increase tourist related business activities
and in accordance with F.S. 1251.0104(5).
WHEREAS, Grantee has applied to TDC District I for funding for the
USCGC Ingham Repair& Restoration of Hull 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 museum 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 January 23,
2019 through to December 31, 2019, 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, 2018 to
September 30, 2019. 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
USCGC Ingham Repair& Restoration of Hull
FY 20119 Capital Project Funding
Contract ID #2278
above mentioned project. Segmient(s) of the work is/are moire 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. Alll work for which grant funds are to be expended must be completed by the
stated termination date of December 311, 2019 and all invoices pertaining to this project
shall be submitted to the Finance Department of Monroe County ino later than December
31, 201'9 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 finall 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 Michael Charavell (Phone: 440-570-2595
Email: w8cgia@yahoo.com), 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 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 cointract.
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 by Grantee and its contractor.
(i) A Grantee which is a governmental entity shall co!mpily 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 emplloyees) 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 must be performed following Monroe County's procurement policies
and procedures, unless the commodities or services will be provided by a
"scale 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:
hftp://www.monroecounty-fl.gov/DocumentC,enter/HomeNiew/9733
USCGC Ingham Repair& Restoration of Hull
FY 2019 Capital Project Funding
Contract I D#2278
c.) Grantee shall exercise good internal controls to assure that the 1project 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 $76,188 Seventy Five Thousand One Hundred and Eighty Eight
Dollars TDC District I funding) for materials andl 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 outllined 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 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: 305-295-433,8 email: Sanders-Stephen@MonroeCounty-Fl.gov or
Cary Knight- phone: 305-292-4416 email: Knight-Cary Monroe County-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 and notarized, declaring that
representations in the invoice are true and factual.
All payment requests must be submitted no later than December 31, 2019.
Invoices received after December 31, 2019,will not be considered for payment.
USCGC Ingham Repair& Restoration of Hull
FY 2019 Caplital Project Fuinding
Contract IN 2278
b.) If in-kiinid 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 in-kind donations of goods,
professional'! services, and materials. Said documentation should include invoices,
bills of ladling, 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 paymentfreimbuirsement packet. This document should be
sligined 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 termiinated 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 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 sign 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 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 pubili,c, 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 eqluipment 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.
USCGC Ingilharn, Repair& Restoration of Hull
FY 2019 Capital Project Funding
Contract 1D#2278
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 project facillity 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 of ten 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.
(ill) 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 incurredl, 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. The Grantee shall also
provide such access to the personal Property andl 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
determiines 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 girant
award or subsequent grant awards will 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, al,l 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.
USCGC Ingham, Repair& Restoration of Hull
FY 2019 Capital Project Funding
Contract ID#2278
A
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
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 shalll Ibe
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 indiivid'ual 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 obiliigations 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, ordlinances, 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.
& 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-discriminatiion.
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.
USCGC Ingham Repair& Restoration of Hull
FY 2019 Capital Project Funding
Contract ID#2278
c.) Hold harm lessfindern n ification, Contractor acknowledges that this
agreement is funded at least in part by the County and agrees to indemnify and hold
harmless 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, wrongfuil 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 which will insure and indemnify the contractor and the
County from any suits, claims or actions brolugiht 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 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.
USCGC Ingham Repair& Restoration of Hull
FY 2019 Capital Project Funding
Contract ID#2278
9. HOLD HARMLESS/]NDEMNIFICATION. 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, 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
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 liability insurance coverage, self-iin,su ra nce
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
determination by a court of competent jurisdiction 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 prohiblits 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 1685-16�86),
which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act
of 19,73, as amended (20 USC s. 794), which prohibits discrimination on the basis of
handicaps; 4) The Age Discrimination Act of 1975,1 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 1970 (PL 91-616), 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, 6190dd-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 seq.),, as amended, relating to nondiscrimination in the
sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42
USCGC Ingham Repair& Restoration of Hull
FY 2019 Capital Project Funding
Contract I D#2278
USG s. 1201 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) 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 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 commission, percentage,
brokerage or contingent fee.
12,. TERMINATION. This agreement shall terminate on December 31, 2019.
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 tiermiinate 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.
11 TERMINATION FOR BREACH. The Grantor may immediiately terminate thiis
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
coveniants 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 agreem:en't upon giving
written notification of termination.
14. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the
parties hereto with respect td 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. Theis
agreement shall be governed Iby 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.
USCGC Ingham Repair& Restoration of Hull
FY 2019 Capital Project Funding
Contract I D#2278
Q
a.) Venue. In the went that any cause of action or administrative proceeding is
instituted for the enforcement or interpretation of this agreement, the County and
Grantee agree that venue shall lie in the appropriate court or before the appropriate
administrative body in Monroe County, Florida,
b.) Severabili!ty. If any term, covenant, condition 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 snot 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 possibile
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 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 Iby 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 required to enter into any arbitration proceedings related to this
agreement.
16. ETHIICS 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. 10-1990. For breach or violation of the provision the Grantor
may:, at its discretion terminate this agreement without liability and may also, at its
USCGC Ingham Repair& Restoration of Hugh
FY 2019 Capital Project Funding
Contract 1D#2278
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 ineither employed nor retained any company or person, other than a bona fide
employee working solely for 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 resulting 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 fulll 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 acquire 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 public
officers and employees as delineated in Section 112,313, Florida Statutes,
regarding, but not limited to, solicitation or acceptance of gifts; doling 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
bid on an agreement to provide any goods or services to a public entity, may not submit a
bidl 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 tilmes during said work, all
required licenses and permits whether federal, state, county or city,
USCGC Ingharn Repair& Restoration of Hull
FY 2019 Capital Project Funding
Contract I D#2278
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,
rson, 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.
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 showings 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 $500,000
Combined Single Limit (CSL) If split limits are provided, the minimum
limits acceptable shall be $250,000 per Person $500,000 per occurrence
$50,000 property damage,
3. Comprehensive Business Auto Liability Insurance with iminimum 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-renewal or reduction of coverage. Grantee shall provide to the County,
as satisfactory evidence of the required insurance, including the insurance policy
application and either:
0 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-mailed directly from the insurance agency
to: Slavik-Maria @MonroeCounty-FL.Gov — The e-mail must state that
this is a certificate for a TDC project and should be forwarded to Ammie
Machain 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 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
USCGC Ingham Repair& Restoration of Hull
FY 2019 Capital Project Funding
Contract ID9 2278
19
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:
For Grantee: Michael Charavell
Miami-Dade Historical Maritime Museum, Inc.
P.O. Box 186
Key West, FL 33041
For Grantor: Maxine Pacini,
Monroe County Tourist Development, Council
1201 White Street, Suite 102
Key West, FL 33040
and
Ms. Christine Limbert-Barrows, Asst. County Attorney
P.O, Box 1026
Key West, FL 33041-102,6
2Z 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 'funding 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 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, 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 colmmiul,niity 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.
USCGC Ingham Repair& Restoration of Hull
FY 2019 Capital Project Funding
Contract lD#2278
26. FORCE MAJEURE. The Grantee shall not be liable for 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 impacting travel in the United States, insurrection, riot or civil commotion, act of
public enemy, epidemic, 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 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.
291. MISCELLANEOUS: As used herein, the terms "contract" and "agreement" shall be
read interchangeably.
USCGC Ingham Repair& Restoration of Hull
FY 2019 Capital) Project Funding
Contract ID#2278
1 A
ICI_!yyl,-'iTI VHEREOF, the parties hereto have caused this agreement to be executed
Pthe1 r w 1
yFlandiyear first above written.
V !,�
Board of County Commissioners
Nadok, Clerk of Monroe o nt
lleputy�Clerk MaryNorl hairman
Miami-Made Histori rltime Museum, Inc. �-
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rn
Print Name ,
Date: 12- 7 a
l id wi raES _.
Print blame Print Name
Cate: 12120 /e Date: /" '` - 2C� 'W18
MONROE COUNTY,ATTORNEY
AP V As of
CHRISTINE LIMCMER"-) ARR6
ASSISTANT COUNTY A CIRNEY
USCGC Ingham Repair&Restoration of Hull
X�018 Capital Project Funding
Contract IN 2278
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