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Item D10 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: MARCH 16. 2005 Division: TDC Bulk Item: Y es ~ No Department: Staff Contact Person: Maxine Pacini AGENDA ITEM WORDING: Approval of an Amendment to Agreement with Florida Keys Fishing Tournament, Inc. to revise Exhibit A showing members of the Fishing Umbrella Recommendation Committee. ITEM BACKGROUND: TDC to approve same at their meeting of March 8, 2005. PREVIOUS RELEVANT BOCC ACTION: Original Agreement was approved by BOCC at their meeting of November 17,2004. CONTRACT/AGREEMENT CHANGES: Amendment STAFF RECOMMENDATIONS: Approval TOTAL COST: $650.800 p.y BUDGETED: Yes ~ No COST TO COUNTY: $650,800p.y. SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes ---X- No AMOUNT PER MONTH_ Year APPROVED BY: County Atty ~ OMB!Purch~ ~ Risk Management ~ ----~;~? (Lyl1da Stuart) DIVISION DIRECTOR APPROVAL: DOCUMENTATION: Included X Not Required_ DISPOSITION: AGENDA ITEM # Revised 2/05 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Florida Keys Fishing Contract Tournament, Inc. Effective Date: 3116/05 Expiration Date: Contract Purpose/Description: Approval of an Amendment to Agreement with Florida Keys Fishing Tournament, Inc. to revise Exhibit A showing members of the Fishing Umbrella Recommendation Committee. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 3/16/05 Agenda Deadline 3/1105 CONTRACT COSTS Total Dollar Value of Contract: $ 650,800 Budgeted? Yes[Z] No 0 Account Codes Grant: $ County Match: $ Current Year Portion: $ SEE ATTACHED SHEET - - - - -~~-- - --- ADDITIONAL COSTS Estimated Ongoing Costs: $_/yr For: (Not included in doBar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Division Director Changes Oate'In Needed /f1jIS/O'i YesO j~ S.Hutton Risk Management YesO NoD:::' O.M.BJPurchasing.,,2/22jC}J YesO No~ , County Attorney Y esO No~ Comments: OMB Form Revised 2/2710] Mep #2 115 75022 53034<l T45F 238 X 530340 FISHING UMBRElLA RESOURCES 5,300 115 75022 53034<l T55F 056 X 530480 KEY WEST FISHING TOURNEY 3112 . t 1I300005 34,475 115 75022 530340 T55F 056 X 530410 KEY WEST FISHING TOURNEY 3112 .11l3Ol2OO5 9,000 115 75022 530340 T55F 059 X 530480 KEY WEST CLASSIC 4/27.JOl2OO5 17,675 115 75022 530340 T55F 059 X 530410 KEY WEST CLASSIC 4127-3012005 800 115 75022 530340 T55F 061 X 530480 LPr GRANo SLAM 8/17.18J2005 4,500 115 75022 530340 T55F 062 X 530480 HI SAIlFISH TOURNEY 1114-16.105 3,325 115 75022 530340 T55F 063 X 530480 HI DOLPHIN TOURNEY 7/8.1012005 3,325 115 75022 530340 T55F 064 X 530480 KW GATOR CLUB DOLPHIN 6124-26, 2005 5,725 115 75022 530340 T55 064 X 530410 KW GATOR CLUB DOlPHIN 6124-26, 2005 275 115 75022 530480 T55F 204 X 530480 GENERIC FISHING PR 40,000 115 75022 530340 T55F 239 X 530340 GENERJC FISHING ADS 260,000 115 75022 530340 T55F 070 X 530340 KEYS WIDE PHOTO PROGRAM 10,000 115 75022 530340 T55F 075 X 530480 COCONUTS OOl.PHIN TOURNEY 5/20.22/2005 12,100 115 75022 530340 T55F 075 X 530410 COCONUTS DOLPHIN TOURNEY 5/2()..22/2005 900 115 75022 530340 T55F 076 X 530480 8.LA.M 919-1112005 15,000 115 75022 530340 T55F on x 530480 MERCURY REOBONE 1212-412005 5,700 115 75022 53034<l T55F 079 X 530480 BP & LOWER KEYS OOl.PHIN TOURNEY 6I3-5l2OO5 7,900 115 75022 53034<l T55F 079 X 530410 SP & LOWER KEYS DOlPHIN TOURNEY 6I3-5l2OO5 100 115 75022 530340 T55F 080 X 530480 BAYBONE 9/3()..10/2J2005 10,000 115 75022 530340 T55F 089 X 530480 ISLA. JR. SAILFISH TOURNEY 12117.19/2004 1,600 115 75022 530340 T55F 254 X 530480 HOGS BREATH KlNGFISH TOURN 1/21-2312005 11.600 115 75022 530340 T55F 254 X 530410 HOGS BREATH KlNGFISH TOURN 1/21-2312005 400 115 75022 530340 T55F 256 X 530480 DON HAWLEY TARPON 615-10/2005 2,000 115 75022 530340 T55F 258 X 530480 ISlA. SAILFISH TOURNAMENT 12I3-5l2OO5 5,780 115 75022 530340 T55F 258 X 530410 ISLA. SAILFISH TOURNAMENT 12I3-5l2OO5 220 115 75022 530340 T55F 259 X 530480 GOLD CUP TARPON TOURNAMENT 6119-24/2005 2,000 115 75022 530340 T55F 260 X 530480 ISLA. WOMEN'S SAILFISH TOURNAMeNT ~5 2,000 115 75022 530340 T55F 263 X 530480 ISLA. ALL TACKLE SONEFISH TOURN 10110..1412005 2,000 115 75022 530340 T55F 302 X 530480 KEY WEST MARLIN TOURN 7/20-2312005 17,975 115 75022 530340 T55F 302 X 530410 KEY WEST MARLIN TOURN 7120-2312005 500 115 75022 530340 T55F 354 X 530480 CAPT. LEON SHEllBllLFISH 1/15-17/2005 6,825 115 75022 530340 T55F 354 X 530410 CAPT. LEON SHELL 81lLFISH 1115-1712005 175 115 75022 530340 T55F 355 X 530480 CAPT. DON GURGIOlO SAILFISH 12/10-1212004 2,800 115 75022 530340 T55F 404 X 530480 DEL BROWN INV. PERMIT 318-1112005 2,500 115 75022 530340 T55F 405 X 530480 CELEBRITY @LARGE SUNSET TARPON 5.000 115 75022 530340 T55F 409 X 530480 LADIES, LErS GO FISHING 7/17/2005 1,000 115 75022 530340 T55F 409 X 530410 LADIES, LET'S GO FISHING 7/1712005 1.500 115 75022 530340 T55F 411 X 530480 KEY LARGO SAILFISH CHALLENGE 117.9/2005 4.000 115 75022 530340 T55F 425 X 530480 DOlPHIN MASTER INV. 5/2:812005 1,500 115 75022 530340 T55F 428 X 530480 SUROINES WATERFRONT DOlPHIN 6/24-2612005 5,000 115 75022 530340 T55F 430 X S30460 I$LAMORAOA FALL SONEFISH 9121-24/2005 2.000 115 75022 530340 470 X S30460 FISHING TV PRODUCTION 80,000 115 75022 530340 T55F 471 X 530480 JIM MISCARELLO KlNGFISH TOURNAMENT 1115-1712005 1.500 115 75022 530340 T55F 472 X 530480 OCEAN REEF aru BACKBONE 1216-8/200.4 4,000 115 75022 530340 T55F 473 X 530480 GHOST HUNT 411.2/2005 4,850 115 75022 530340 TS5F 473 X 530410 GHOST HUNT 411-2J2005 150 115 75022 530340 T55F 475 X 530480 ISLAMORA[)A SPRING ALL TACKLE 3115-1612005 2.000 115 75022 530340 T55F 476 X 530480 WORLD SAILFISH CHAMPIONSHIP 4111-1612005 32,325 115 75022 530340 T55F 476 X 530410 WORLD SAILFISH CHAMPIONSHIP 4111.16/2005 1,001) 115 75022 530340 T55F 506 X 5304aO CONCH REPUSUC lADIes 7121lOO5 1,500 115 75022 530340 T55F 507 X 5304aO PHOENlXHOUSE FUN FISH5I13-15Q005 2,000 115 75022 530340 T55F 507 X 530410 PHOENIX HOUSE FUN FISH 5113-15Q005 500 115 75022 530340 TS5F 508 X 530480 MARATHON INT'L TARPON 515-712005 6,650 115 75022 530340 TS5F 508 X 530410 MARATHON INT'L TARPON 515-712005 350 75022 530340 T55F 509 X 530480 lADles TARPON TOURNEY 4123-2512005 4,815 115 75022 530340 T55F 509 X 530410 lADIes TARPON TOURNEY 4123-2512005 185 115 75022 530340 T55F 510 X 530480 ISL TARPON RODE05l13-15Q005 2,000 115 75022 530340 T55F 511 X 530480 lADIES LET'S GO FISHING 10116104 2,500 650.800 Af18l;NDMt:NT TO AGRJ;EME,t!! THIS ADDENDUM to Agreement is made and entered into this _ day of ,2005, A.D., by and between MONROE COUNTY, FLORIDA, (hereinafter called County"), and Florida Keys Fishing Tournaments, loc., (hereinafter called the "FKFr). WHEREAS, there was a contract entered into on November 17, 2004, between the parties for FKFT to act as a County wide Fishing Umbrella to make recommendations to the TOC and BOCe concerning funding for tourism related fishing activitiesf and WHEREAS, it has become necessary to place a new recommendation committee member for District IV; NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. Exhibit A of the Agreement entered into on November 17, 2004 shall be revised to name Eileen McGuire as the FKFT Recommendation Committee member for District IV. (See Revised Exhibit A). 2. The remaining provisions of the contract dated November 17, 2004, remain in full force and effed. IN WITNESS WHEREOFf the parties have set their hands and seal on the day and year first above written. Florida Keys Fishing Tournaments, Inc. President (SEAL) ATTEST: DANNYL. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Deputy Clerk . Mayor/Chairman SUZANNE A. HUTTON ASSI STANT,bU;~~ ATTORNEY Date ~.J;. , s Amendment: fKFf REVISED EXHIBIT A RECOMMENDATION COMMITTEE The Recommendation Committee is established to recommend appropriations for Fishing tournament events. The Recommendation Committee of the FKFT Fishing Umbrella is comprised of five (5) members, with one member representing each of the five TDC districts throughout the Florida Keys. Each member shall be engaged in business in the district which said member represents, such business being related to the fishing industry. The members shall be appointed by FKFT and confirmed by the TDC and SDCC. As of March 16, 2005 the members shall be: District I Capt Mike Weinhofer District II Capt. John Crockett District lit Capt. Donna Vankirk District IV Eileen McGuire District V Kerry Wingo Upon the cessation of operations of a member's fishing related business in the District for which appointed, a member shall be immediately terminated from the Recommendation Committee and FKFT shall appoint a replacement and process the appointment for TDC and SDCC approval. Additionally, FKFT may request approval from TDC and SDCC for a replacement member of the Recommendation Committee for any reason it deems appropriate. Amendment: FKFT ii . FKFr 2004-2007 CONTRACT FOR FISHING UM~~LA SERVlCEI tic THIS AGREEMENT, made and entered into this LZ- day of /yo V , 2004, AD., by and between MONROE COUNTY, FlORIOA, (hereinafter called County"), and Florida Keys Fishing Toumaments, Inc., (hereinafter called the "FKFT'l WHEREAS, the County wishes to enter into this agreement with FKFT, so that FKFT will act as a County wide Fishing Umbrella to make recommendations to the TOe and BOCC concerning funding for tourism related fishing activities, NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties agree as follows: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follow: 1. SCQPj: OF WQR~ The FKFT shan provide Flsh/nD Umbrella services for the County as described below: A FKFT shall budget and coordinate with respect to fishing related activities, on behalf of Monroe County Tourist Development Council, the following: 1. Shall recommend national media advertising for Florida Keys Fishing events and promotions. 2. Shall recommend Public relations for all Florida Keys Fishing events and promotions. B. FKFT may establish a photo program to distribute to national trade and consumer pubfications, photos to represent award winners and media attractive fishing photos. C. FKFT shall establish and administer policies and procedures which wilt distribute on an equitable district-wide basis based on prior year bed tax revenue percentages recommended for all qualified fishing events/activities. FKFT will accept applications for the events on an annual basis. D. FKFT may solicit sponsors for programming and events to contribute sponsorship funds toward the operating expenses for member fishing events and activities. No TOC funds will be used to cover administrative or operating costs. E. All Fishing Umbrella meetings win be open to the public and properly noticed, the same rules as required for aU governmental meetings under F.S. 286.011. Fishing Umbrella shall submit a copy of the Agenda to the TOC office. F. Monroe County BOCC and TOC will fund through its Advertising and Public Relations agencies of record costs of promotion and advertising: (a) directly to vendors upon receipt of proper1y approved invoices or (b) reimburse FKFT and/or its members upon receipt of properly approved paid invoices and evidence of payment subject to availability of funds. Florida Keys Fishing Tournaments, Inc. Fishing UmbrelIa Agreement 2004 , FKFI' 2004-2007 G. Compensation - See Exhibit A The FKFT warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these contract documents. The provider shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. FKFT shall provide services using the following standards, as a minimum requirement: I. The FKFT shall maintain adequate staffing levels to provide the services required under the contract. fl. The personnel shall not be employees of or have any contractual relationship with the County. [IF APPROPRIATE: To the extent that FKFT uses subcontractor's or independent Contractor's, this contract specifically requires that the level of independence normally exercised by such subcontractor's and independent contractor's be curtailed and that they be supervised by the FKFT.] fit All personnel engaged in performing services under this contract shall be fully qualified, and, if required, to be authorized or permitted under State and tocal taw to perform such services. 2. PAYMENTS The FKFT is responsible to assist event sponsors in submitting invoices and support documentation acceptable to the County's Finance Department for reimbursement. 3. TERM QF CONTRACT The term of this contract is for three years, commencing on the 1 at day of October, 2004, and ending on the 30th day of September, 2007, with an option to extend for an additional two (2) year period. 4. FKFr~ ACC~PTANCE OF CONDITION~ A The FKFT hereby agrees to carefully examine the specifications for which the FKFT shall provide services and assumes full responsibility therefore. The provisions of the Contract shall control any inconsistent provisions contained in the specifications. Under no circumstances, conditions, or situations shall this contract be more strongly construed against the County than against the FKFT. B. Any ambiguity or uncertainty in the specifications shall be interpreted and construed by the TDC and County. and the County's decision shaU be final and binding upon all parties. C. The passing. approval, and/or acceptance by the TDC or County of any of the services ftmished by the FKFT shall not operate as a waiver by the County of strid compliance with the terms of this Contrad, and specifications covering the Florida Keys Fishing Tournaments. Inc. Fishing Umb.ella Agreement 2004 FKFr 2004-2007 services. Failure on the part of the FKFT, immediately after Notice to Correct shall entitle the County, if it sees fit, to correct the same and recover the reasonable cost of such replacement and/or repair from the FKFT, who in any event shalf be jointly and severally liable to the County for aU damage, loss, and D. Expense caused to the County by reason of the FKFrs breach of this Contract and/or his failure to comply strictly and in all things with this Contract and with the specffications. E. The FKFT agrees that the TDC may designate representatives to visit the FKFT's fadlity(ies) periodically to conduct random open file evaluations during the FKFTs normal business hours. F. The FKFT has, and shafl maintain throughout the term of this contract, appropriate licenses and approvals required to conduct its business, and that it will at aU times conduct its business activities in a reputable manner. Proof of such licenses and approvals shall be submitted to the County upon request. 5. FKFT'S FINANCIAL RECQR~ FKFT shan maintain aU books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to FKFT pursuant to this Agreement were spent for purposes not authorized by this Agreement, the FKFT shan repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to FKFT. 6. PUBLIC AC<<E~S The County and FKFT shall allow and permit reasonable access to, and inspection of, an 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 FKFT in conjunction with this Agreement; and the County shan have the right to unilaterally cancel this Agreement upon violation of this provision by FKFT. 7. HOLD HARMLESS The FKFT covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners and the TDC from any and all claims for bodily injury (including death), personal injury, and property damage (induding property awned by Monroe County) and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of services provided by the FKFT or any of its Subcontractor(s) in any tier, occasioned by the negligence, errors, or other wrongful act of omission of the FKFT or its Subcontractors in any tier, their employees, or agents. Florida Keys Fishing TOUl11lUJlCI'lts. Inc. Fishing UmbrelJa Agreement 2004 FKFf 2004-2007 The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. 8. INDEPENOENT CONTRACT08 At all times and for all purposes under this agreement the FKFT is an independent FKFT and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this agreement shall be construed so as to find the FKFT or any of his employees, contractors, servants, or agents to be employees of the Board of County Commissioners of Monroe County. 9. NONDISCRIMINATION County and FKFT 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 FKFT agree to comply with all Federal and Florida statutes, and aU local ordinances, as applicabte, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (Pl 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC $S. 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 USCs. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 use SS. 6101 - 6107) which prOhibits discrimination on the basis of age; 5) The Orug 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 nondisaimination on then basis of alcohol abuse or alcoholism; 7) The Pubtic Health Service Act of 1912. ss. 523 and 527 (42 USC ss. 69Odd-3 and 290ee-3). as amended. relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC's et seq.), as amended, relating to nondiscrimination in the sale, rentaloftinancing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC's 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the bases of race, color, sex. religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) Any other nondisaimination provisions in any Federal or state statutes which may apply to the parties, to, or the subject matter of, this Agreement. 10. ASSIGNMENT/SUBCQNTRACT The FKFT shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners of Florida Keys Fishing Tomnarneots, Inc. Fishing Umbrella Agreement 2004 FKFr 2004-2007 Monroe County and FKFT, whidl approval shall be subject to such conditions and provisions as the Board may deem necessary and pursuant to the recommendation of the County Court Administrative Judge. This paragraph shall be incorporated by reference into any assignment or subcontrad and any assignee or subcontractor shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the board. 11. COMPLIANCE WITH LAW In providing all services/goods pursuant to this agreement, the FKFT shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shalf entitfe the Board to terminate this contract immediately upon delivery of written notice of termination to the FKFT. The FKFT shafl possess proper licenses to perform work in accordance with these specifications throughout the term of this contract 12. DISCLOSURE AND CONFLICT QF INTEREST The FKFT represents that it. its directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this contract, as provided in Sect. 112.311, at. seq., Florida Statutes. County agrees that officers and employees of the County recognize and win be required to comply with the standards of conduct for pubtic officers and employees as delineated in Section 112.313, Florida StaMes, 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. Upon execution of this contract, and thereafter as changes may require, the FKFT shall notify the County of any financial interest it may have in any and aU programs in Monroe County which the FKFT sponsors, endorses, recommends. supervises, or requires for counsefing, assistance, evaluation, or treatment. This provision shall appty whether or not such program is required by statute, as a condition of probation, or is provided on a voluntary basis. The County and FKFT warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working soIefy 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 makjng of this Agreement. For the breach or Florida Keys Fishing Tournaments, Inc. Fishing Umbre1la Agreement 2004 FKFr 2Q0.4..2007 violation of the provision. the FKFT 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. 13. A~REABS The FKFT shall not pledge the County's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment. lien. or any form of indebtedness. The FKFT further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. 14. NOTICe REQt)IREMEN-I 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 mai'. returned receipt requested, to the following: FOR COUNTY: Suzanne Hutton, Assistant County Attorney PO Box 1026 Key West, Ft 33041-1026 Capt. Jim Sharpe 29975 Overseas Highway Big Pine Key, Fl 33043 Harold VVheeler 1201 VVhite Street. Suite 102 Key West, FL 33040 FOR FKFT: FOR TOC: 15. TAXES The County is exempt from payment of Florida State Sales and Use taxes. The FKFT shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is the FKFT authorized to use the County's Tax Exemption Number in securing such materials. The FKFT shan be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 16. T~RMlNATIQN A The County may terminate this contract for cause with seven (7) days notice to the FKFT. Cause shall constitute a breach of the obligations of the FKFT to perform the services enumerated as the FKFT's obligations under this contract B. Either of the parties hereto may terminate this contract without cause by giving the other party sixty (GO) days written notice of its intention to do so. Florida Keys Fishing TOUl"IUIJI'IerIfs, Inc. Fishing Umbrella Agn:e:ment 2004 FKFr 2004-2007 1L. GOVeRNING LAW. Vl;Nvew INT(;RPRl;TA TIQN. COSTS. AND FEE~ A. This Agreement shan be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entireJy in the State. B. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and FKFT agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. C. The County and FKFT agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. O. Severability. 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 teons, 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 FKFT 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. E. Attorney's Fees and Costs. The County and FKFT 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~prevaifing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. 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. F. Adjudication of Disputes or Disagreements. County and FKFT 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 no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the Florida Keys Fishing Tourrunt1eJlts., Jnc. Fishing Umbrella Agreement 2004 FKFT 2004-2007 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. G. 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 FKFT agree to participate, to the extent required by the other party, in aU proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and FKFT specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 18. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and FKFT and their respective lega' representatives, successors, and assigns. 19. AUTHQRITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 20. CLAIMS FOR FEDERAL OR ~TATE AIQ FKFT 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; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 21. PRlVllE~ES ~Q IMMUNIIIES 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 territoria' 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 Umits of the County. 22. lEGAl OBLIGATIONS AND RESPONSIBlllT'~ Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, reJieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely Florida Keys Fishing TOUl1llUne'llts, Inc. Fishing Umbrella Agreement 2004 FKFf 2Q04..2007 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. 23. NON-RElIANC~ 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 FKFT agree that neither the County nor the FKFT or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individuat 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. 24. ATTE$TATIONS FKFT agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement. an Ethics Statement, and a Orug-Free Workplace Statement. 25. NO PERSQNAl LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer. agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 26. EXECUTION IN CQUNTERPART~ This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, aU of which taken together shalt constitute one and the same instrument and any of the parties hereto may execute this Agreement by singing any such counterpart. 27. SI;((TION HEADING~ 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. Florida Keys Fishing Tournaments, Inc. Fishing Umbrella Agreement 2004 FKFf 2()()4..2007 IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and date first written above in four (4) counterparts, each of which shall, without proof or accounting for the other counterparts, be deemed an original contract. (SEAl) Attest: . OANNY I-KOlHAGE, Clerk Monroe County Board of County Commissioners '...,,~ ~ Clerk n_ ~)ta >n ~ Mayor/Chairman (SEAl) Attest: Florida Keys Fishing Tournaments, Inc. By: Florida Keys Fishing Tournaments, Inc. Fishing Umbrella Agreement 2004 FKFT 2004-2007 exHIBIT A RECOMMENDAnoNCOMMITTEE The Recommendation Committee is estabtished to recommend appropriations for Fishing tournament events. The Recommendation Committee of the FKFT Fishing Umbrella is comprised of five (5) members, with one member representing each of the five TOC districts throughout the Florida Keys. Each member shan be engaged in business in the district which said member represents, such business being related to the fishing industry. The members shall be appointed by FKFT and confirmed by the TOC and BOCC. As of the commencement of the contract effective October 1, 2004 the members shall be: District I Capt Mike Weinhofer District II Capt. John Crockett District III Capt. Donna Vankirk District IV Jim Bemardin District V Kerry Wingo Upon the cessation of operations of a member's fishing related business in the District for which appointed, a member shall be immediately terminated from the Recommendation Committee and FKFT shall appoint a replacement and process the appointment for TDC and BOCC approval. Additionally, FKFT may request approval from TDC and BOCC for a replacement member of the Recommendation Committee for any reason it deems appropriate. Florida Keys Fishing Tournaments, Inc. Fishing Umbrella Agreement 2004