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Item D08 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: MARCH 16,2000 Division: TDC Bulk Item: Yes XXX No Department: N/A AGENDA ITEM WORDING: Approval requested to rescind Agreement with the Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West. Due to changes in project the contractor was not able to comply with Scope of Services outlined within Agreement. ITEM BACKGROUND: DAC I approved same at their meeting of February 16, 2000. PREVIOUS RELEVANT BOCC ACTION: BOCC approved original Agreement May 12, 1999 STAFF RECOMMENDATION: Approval TOTAL COST:$31,000 BUDGETED: YES COST TO COUNTY: $31,OOO.00ITOURIST PAY APPROVED BY: County Attorney _ OMB/Purchasing_ Risk Management DIVISION APPROVAL: ~_____ P Lynda M. Stuart (Type/print name) DOCUMENTATION: Included: x To Follow: Not Required Agenda Item #~ GRANT OF FUNDS This AGREEMENT dated the /2 IIf day of ,~l.t Y ,1999, is entered into by and between the BOARD OF COUNTY COMMISSIONERS FOR MONROE COUNTY, hereinafter "County," on behalf of the TOURIST DEVELOPMENT COUNCIL, hereinafter "TDC" and the Oaroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West, a Florida not-for-profit corporation, hereinafter "Caroline Street Corridor and' Bahama Village Redevelopment Agency, City of Key West" WHEREAS, the third penny of Tourist Development Tax may be used to acquire, construct, extend, enlarge, remodel, repair, improve, maintain, or promote museums which are publicly owned and operated or owned and operated by not-for profit corporations, and WHEREAS, the County and TDe,have determined that it is in the best interests of the County, for purposes of promoting tourism and preserving the heritage of the community, to repair and rehabilitate the premises of the property for use as a museum open to the public; NOW, THEREFORE, in consideration of the mutual covenants and payments contained herein, the Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West and the County have entered into this agreement on the terms and conditions as set forth below. 1. CONTRACT PERIOD. This agreement is for the period May 12th, 1999 through September 30th, 2000. 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 and 13 below. 2. SCOPE OF AGREEMENT. The Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West shall contract for and obtain such construction services as is necessary to reconstruct the concrete pilings to hold the turtles in the pens, restore the water to an acceptable level under D.E.P. guidelines and remodel to keep the water clean by a containment barrier and circulation system. The Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West shall insure that the property shall be used as a museum open to the public by entering into such restrictive covenants, leases, and other contracts as are necessary to effect - this purpose. 3. AMOUNT OF AGREEMENT AND PAYMENT. The County shall provide an amount not to exceed $31,000.00 in reimbursement for materials and services used to rehabilitate, repair and renovate the property. 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. Payment shall be made through reimbursement to Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West .' upon presentation of invoices, canceled checks and other documentation to support a claim for reimbursement, such documentation being subject to requirements of the County's Finan'ce office. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the BOCC. 4. REPORTS. The Caroline Street Corridor and Bahama Village ..- Redevelopment Agency, City of Key West shall provide financial reports in summary of activities related to this agreement on a quarterly basis. If the agreement extends beyond the end of the fiscal year (September 30th, 1999), the Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West shall provide a report summarizing the total anticipated expenditures against this agreement on or before September 30, 1999. Said report shall be provided to the Monroe County Tourist Development Council Administrative Office no later than August 30th, 1999. The Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West 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. It is the responsibility of the Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West To maintain appropriate records to insure a proper accounting of all funds and expenditures. The Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West 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. In the event of an audit exception, the current fiscal year grant award or subsequent grant awards will be offset by the amount of the audit exception. In the event the grant is not renewed or supplemented in future years, the Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West will be billed by the County for the amount of the audit exception and shall promptly repay any audit exception. 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. 6. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, :: the Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West 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 Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West or any of its employees, contractors, servants or agents to the employees of the Board of County Commissioners of Monroe County, and they s 2 ." ! shall be entitled to none of the rights, privileges or benefits of employees of Monroe County. 7. COMPLIANCE WITH LAW. In carrying out its obligations under this agreement, the Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West shall abide py all statures, 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 County to terminate this contract immediately upon delivery of written notice of termination to the Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West 8. RESTRICTIONS ON CONTRACTS ENTERED PURSUANT TO THIS AGREEMENT. The Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West shall include in all contracts funded under this agreement the following terms: a) Anti-discrimination. The Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West agrees that they will not discriminate against any employees or applicants for employment or against persons for any other benefit or service under this agreement because of their race, color, religion, sex, national origin, or physical or mental handicap where the handicap does not affect the ability of an individual to perform in a position of employment, and to abide by all federal and state laws regarding non-discrimination. b) Authority. Each of the signatories for the firm below certifies and warrants that: c) The firm's name in the agreement is the full name as designated in its corporate charter, and b) they are empowered to act and contract for the Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West and c) this agreement has been approved by the Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West Board of Directors. d) Licensing and Permits. The Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West 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. 9. HOLD HARMLESS/INDEMNIFICA TION. The Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West hereby agrees to indemnify and hold harmless the BOCCfTDC 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 arising directly or indirectly under the scope of this agreement. ;? 3 10. ANTI-DISCRIMINATION. The Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West agrees that they will not discriminate against any of their employees or applicants for employment or against persons for any benefit or service because of their race, color, religion, sex, national origin, or physical or mental handicap where the pandicap does not affect the ability of an individual to perform in a position of employment, and to abide by all federal and state laws regarding non-discrimination. 11. ANTI-KICKBACK. The Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West 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 Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West, except for general membership in Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key Wests. For breach or violation of this warranty, the County shall have the right to annul this contract without liability or, in its discretion, to deduct from the contract price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. 12. TERMINATION. This agreement shall terminate on September 30,2000. 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 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 the Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West. The County shall not be obligated to pay for any services or goods provided by the Caroline Street'Corridor and Bahama Village Redevelopment Agency, City of Key West after the Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West has received written notice of termination. 13. TERMINATION FOR BREACH OF AGREEMENT. The County 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 the Caroline Street Corridor and Bahama Village Redevelopment Agency, ' City of Key West shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the County from declaring a forfeiture for any succeeding breach either of the same conditions or of any other conditions. 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 4 .' ::- prior agreements with respect to such subject matter between the Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West and the County. 15. CONSENT TO JURISDICTION. This agreement, its performance, and all disputes arising hereunder, .shall be governed by the laws of the State of Florida, and both parties agree that the proper venue for any actions shall be in Monroe County. 16. ETHICS CLAUSE: Provider warrants that he/it has not employed retained or otherwise had act on his/its behalf any former COUNTY office or employee in violation of Section 2 or Ordinance No. 10-1990 or any COUNTY officer of employee in violation of Section 3 of Ordinance No. 10-1990 . For breach or violation of the provision the COUNTY may, at its discretion terminate this contract without liability and may also, at its discretion, deduct from the contract 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. 17. "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." 18. NOTICE. Any written notice to be given to either party under this agreement or related hereto shall be addressed and delivered as follows: For Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West: Major Sheila Mullins 504 Angela St. Key West, FL 33040 For County: Lynda Stuart Monroe County Tourist Development Council P.O. Box 866 Key West, FL 33041 and Suzanne Hutton, Asst. County Attorney 310 Fleming St. Key West, FL 33040 5 ~ .. I IN WITNESS WHEREOF, the parties hereto have caused this agreement to be exec~t~~Jb.e..Q~~.nd year first above written. (SEAL) , ..:'; BOARD OF COUNTY COMMISSIONERS ATTEST:.OAf'S~_.. ...~ OF MONROE COUNTY, FLORIDA '. ~...~, ~'i..' .J, . ( . 11\..-:-,' ~~,) ,l \- .,_.. ~~. f~j~~; . .. J_~n" ","y '. . if".' 'Jof." J' .,.. ..... 'fl~-.' t i':.":,,~t; 4": By: By: \...J.:)'.~~.......... -L . """--~ Mayor/Chairman (SEAL) Caroline Street Corridor and Bahama Village Redevelopment Agency, City of Key West ATTEST: By: (Jj,t/LvJ lr~-li- Secretary 'J or 6