Item D2BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meetin Date-. DECEMBER 12, 2012 - Division-.
Bulk Item-. Yes X No Department-.
TDC
Staff Contact Person/Phone #-, Maxine Pacini
296-155")
AGENDA ITEM WORDING:
Approval of an Amendment to A with The Ke West Harr S Truman Foundation,
Inc. to extend termination date to December 31, 2012 to allow for submission of invoices for
work completed prior to the ori termination date of September 30, 2012.
ITEM BACKGROUND:
The work and invoices were completed prior to the ori termination date, however the
or was late in submittin the invoices to the TDC administrative office. The District
I Advisor Committee at their meetin of November 7, 2012 approved extendin the
a to allow for pa of the work completed.
............
PREVIOUS RELEVANT BOCC ACTION:
Oriainal A was approved b the BOCK` at the meetin of April 18, 20 1.2
0
CONTRACT/AGREEMENT CHANGES.
Amendment to extend
STAFF RECOMMENDATIONSO
Approval
TOTAL COST: S35,200 BUDGETED: Yes X No
AW
COST TO COUNTY: SM�,200 SOURCE OF FUNDS:
REVENUE PRODUCING: Yes X No
APPROVED BY,: Count Att X
DOCUMENTATION: Included X
4
DISPOSITION.
A.], OUNT PER MONTH Year
OaB Purc�h/asin X Risk Mana
Not Re
AGENDA ITEM 4
Revised 11/06
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: The Harr S Truman
Foundation, Inc.
Contract 9 1018
Effective Date: 4/18/12
Expiration Date: I '1 /'3"1 1112
. ........ ........................ ..
Contract Purpose/Description:
Approval of an Amendment to Agreement with The Ke West Har S Truman
Foundation, Inc. to extend termination date to December 31, 2012 to allow for
subm ission of invoices for work completed rior to the ori termination date
of September 30, 20121
Contract Mana Maxine Pacini 'I -- 2 J
( Name)
for BOCC meetin on 4/1-8/1-2
zn
k A__ Z %Y ;. . I
T D C # .3"
(Department/Stop #)
Aaenda Dead line 4/.3/12
CONTRACT COSTS
Total Dollar Value of Contract $ 42,878 Current Year portion: S 5 .35.200
Bud .9 YesZ No 0 Account Codes 117-77040-.5303 J40-TB27-73 )6-Y-_530340
Grant: $
Count Match: $
ADDITIONAL COSTS
Estimated On Costs: y r For:
(Not included in. dollar value above) (e maintenance, utilities, janitorial ...... s-alaries, etc.)
.. ....... .. .............. ..............
CO_,N`TRACT REVIEW
Comments:
OMB Form Revised 2'/.27/01 MCP #2
AMENDMENT (1st AMENDMENT) Td AGREEMENT
THIS AMENDMENT to a dated the da of 2012, is entered into b
and between the Board of Count Commissioners for Monroe Count on behalf of the Tourist
Development Council, and Ke West Harr S. Truman Foundation, Inc. ("Event Sponsor")
WHEREAS, there was an a entered into on April 18, 2012 between the parties,
awardin $42,878 to Ke West Harr S. Truman Foundation, Inc. for the Roof Repair and Installation
of Historic Floor Coverin project; and
WHEREAS, it has become necessar to extend the a to allow time for submission of
invoices for work completed prior to the termination date, and
NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties
a to the amended a as follows:
Para 1 of the a shall be revised to read as follows: This a is for the
period of April 18, 2012 throu to December 31, 2012.
2. All references within the ori a to the termination date and date of submission for
invoices shall be revised to read December 31, 2012.
3. In all other respects, the remainin provisions of the a dated April 18, 2012 shall
remain in full force and effect.
& U LN I tri"
Amendment #'I
Harr S Truman.
ID4 10 18
IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first
above written.
(SEAL)
Attest: Danny L Koihage, Clerk
Deputy Clerk
(CORPORATE SEAL)
Attest.,
Board of County Commissioners
of Monroe County
Mayor /Chairman
Key Wed Harry S. Truman Foundation, Inc.
B
Y* Sy
prudent
Print Nam Print
Ode: Ll .2
OR TWO WITNESSES (only necessary ft the President comes not sign)
IL I -4L �J -111,
Print Natne
Dste:
(2)
(2)
Print Name
Dade•
MONR99 COU NTY ATTORNEY
AP OVE AST F I C ? R
ASSIST COUNTY ATTORNEY
Date -_
-� al a
Amendment 1
Hwy S Truman
Io 1018
G Awafd A-aree t
THIS AGREEMENT ( a g reement) 'is entered into this % of
Of
o
2012 b and between MONROE COUNTY, a political subd' [ vision f the State
............. .. .
of Florida ( Count y or Grantor) and Ke West Harr S. Truman Foundation, Inc. not for
profit o g ani;mtion or and operatin under the laws of the state of Florida
( Grantee).
WHEREAS, the distdct pennies of Toudst Development Tax ma be used
to ac construct, extend, enlar remodel, repair or improve, convention centers,
sports stadiums, sports arenas, coliseums, auditodurns, fishin piers, museums, zoological
parks, nature centers, beach improvements and beach park facilities which are publicl
owned and operated or owned and operated b not-fbr-profit corporations, and
WHEREAS, Grantee has applied to TDC District I for fundin for to Roof
Repair and Installation of Histodc Floor Coverin project; and
WHEREAS, the Grantor and Tourist Development Council ( TDC have
determined that its in the best interest of the Count for purposes of promotin tourism
and preserving the herita of the communit to attract tourists, and repair and improve
the propert for use as a museum that is open to the public;
NOW, THEREFORE, in consideration of the mutual covenants and
pa contained herein, the Grantee and the Grantor have entered 'Into this a
on the terms and conditions as set fbrth below.
I . GRANT AGREEMENT PERIOD. This a i's for the period of April 18,2012
throu to September 30, 2012, This a shall remain 'in effect for the stated period
unless one part g ives to the other written nofficabon of termination pursuant to and in
compliance with para 7, 12 or 13 below.
2. SCOPE OF AGREEMENT. The representations made b the Grantee in its
proposal subrrided to the TDC, are 'incorporated herein b reference. The Grantee shall
provide ft following scope of services.- Maten"als and labor re to complete the Roof
Repair and Installation of Historic Floor Coverin project Se of the work is/are
more partimlart described in Exhlbit(s) A, detailin the work and the cost allocable to
each se attached hereto and incorporated herein b reference. An not
referenced wMin exhibit A will not be reimbursed, All work for which g rant funds are
to be expended must be completed b the stated termination date of September 30, 2012
and all invoices pertainin to this pro shall be submitted to the Finance Department of
Monroe Count no later than September 30, 2012 to be considered for pa
&M .o w i q i g . q ment. Grantee shall be re to permanentl displa and maintain at
T
Grantee's expense, public acknowled of the support of the Monroe Count Tourist
Development Council in a publicl prominent area of their facilit 'in the followin form:
*2 1
"This project was made possi , Diewiththe financial support of the Monroe Count Tourist
FY 2012 Fundin
Contract ID#.- 1 018
Han S Truman
Development Counafl.* If the Grantee has alread complied with this re throu
previous fundin said acknowled fulfills this condition. A photo of said
acknowied shall be provided with the final re for reimbursement outlined in
Exhibit A of thi's a
a. There shall be a project mana to acknowled receipt of g oods or work
performed. This Project Mana shall be Robert J. Wo1z, 111 Front Street, Ke
West, FL 33040 (Telephone number. 305-294-991 I/E-malfl:
BWolzigtrumanlitUewhkehouse.. Should there be a chan in the project
mana specifiW in the Grantee's application, a new project mana shall be
desi and notce with new contact information shall be provided in writin to
the TDC administrative office.
b.) If, and to the extent that, Grantee contracts for an of the work funded under
this a to be performed or completed, Grantee shall g ive notice to Count
of the contractual relationship, provide Count with a cop of an and all contracts
and shah re the contractor(s) to compl with ail the terms of this contract.
Should Grantee contract the work and then decrease the scope of work to be
performed b a contractor, Grantee shall provide Count with an amended contract
executed b Grantee and its contractor.
( i ) A Grantee which is a g overnmental entit shall compl with the
procurement re and policies to which it is subject, and shall provide
Grantor documentation of the procurement re applicable to the
project and compliance therewith.
( Ifl) A Grantee which is a not-fbr-profit entit shall use procurement
processes for those parts of the project to be contracted ( not performed b
the entit emplo as follows. For work expected to be under $25,000,
the not-fbr-profit shall document in the file two written q uotes or a notarized
statement as to wh such written q uotes were not feasible for the g oods or
services. For work expected to be $25,000 or more, a competitive bid
promss must be performed followin Monroe Count procuremerd policies
and procedures must be followed, unless the commodities or services will be
provided b a *sole source* provider, in which case the not-for-profit must
submit a notarized statement with its re fbr pa explainin wb the
vendor 'is the onl source for the commodities or services.
c.) Grantee shall exercise g ood intemal controls to assure that the pro at
descn'bed in the fundin d application shall be completed on a timel basis within tt]hh.
proposed bud an shall provide to Count an certifications, "Includin those b,
the architect en contractor or an independent consultant if necessa
i!
re to establish that materials which are purported to be applied to the
are in fact so applied. Further verification shall be re to show that e
and other fixtures and personal propert covered b this a are delivered t
and installed in the pro site. When an permft is re b an g overnment
a copies of plans and other documents which are submitted to the applicabi
FY 2012 Fundin
Conte ID#.- 1018
Harr S Truman
2
0 0
a shall be submitted to the Count En Division to enable verificabon
that the scope of services under this a has been provided.
3. AMOUNT OF AGREEMENT AND PAYMENT. The Grantor shall provide an
amount not to exceed $42, 878 (IDC D I fun for materials and services used to
repair and improve the property. Reimbursement re must show that Grantee has
paid n full for maten"aLs and services relatin to the se prior to seekin the 50% ffift
percent) reimburswant from Grantor. Pa shall be 50% (Mt -percent)
reimbursement of the total cost of the se subject to the cap on expenditures fbr that
se as set forth in Exhibit A. Reimbursement can be sou after each se of
the a is completed and si b the Monroe Count En Department as
outlined in 3.a. The Board of Count Commissioners and the Tourist Development Council
assume no liabilit to fund this a for an amount in excess of this award. Monroe
Coon performance and obli to pa under this a is contin upon an
annual appropdation b the BOCC.
IMF W I A IT; Ak
lip
fir
1 lot (0) 0 '1 0
9 Sol-
11:11" 1 lei I
0 9 40
FY 2012 Funding
Conte ID#.* 1018
Harr S Truman
3
0 0
will not be made until the followin documents are complete and submitted to the
Grantor.
AIA Document G-702 Application for Pa Summar
AIA Document G-704 Certificate of Substantial Completion
ALA Document G-706 Contractor's Affidavit of Debts & Claims
ALA Document G-706A Contractor's Affidavit of Release of Liens
AIA Document G-707 Consent of Suret to Final Pa (when
applicable)
Final Release of Lien or Affidavit and Parfial Release of Lien
For projects for which TDC fundin under this ag reement is $25,000 or less, the AIA
documentation is not re but sufficient documentation must be submitted to
Count to provide similar assurances that the work has been completed and
contractors/suppliers paid.
All pa re must be submitted no later than the completion of project of
September 30, 2012. Invoices received after September 30, 2012 will not be
c idered for pa
onsi
b. If in-kind services were noted within y our application, and y ou are appl
them to this project, documentation shafl be submitted to the TDC Administratv
Office plication of in-kind donations of g ood
professional services, and matedals. Said documentation should include involift
bills of ladin etc., and be verified as received and applied to the project throu
notarized statement of the proiect archftect en g eneral contractor or proj
mana The receipt and application to the projed of volunteer labor are to b
documented and verified b notarized si of the pro architect en
g eneral conbactor or project mana and said documentation submitted to th
TDC Administrative Office. All submissions shall iden* the items included 1
Exhibit A and Grantee shall complete the Appfication for Pa form which 'I
provided within the pa kit provided to the Grantee, listin th
schedule of values which are sou to be reimbursed and shall indicate th
percenta of completion of the overall project as of the submission. Th'
document should be si b the project architect, en g eneral contractor
pro mana
Photo shovAn pro on pro shall be included in an pa re
The Pro Mana shall certif deliver to the project site and 'installation therel
of an g oods or services provided other than throu an architect, en
contractor. All work performed and g oods received on site and incorporated into th
projed shall be verified b one of the fore Submission of an documentatio
which "is untrue, falsified, or otherwise misrepresents the work which has b
completed, paid,, or donated shall constitute a breach of a for whi
breach the contract ma be 'Immediatel terminated at the discretion of the Coun
whose decision shall be final.
FY 2012 Fundin
Cantrad ID#.* 1018
Harr S Truman
4
0 0
c. Grantee must submit all documentation for final pa on or before the
0
termination date of this g rant of September 30, 2012. Invoices received after
September 30, 2012 will not be considered for pa
0
d. At an firne that the documentation re policies of Monroe Count
are revised, such as to re annual inventor reports for e purchased
under a TDC capital project g rant Grantee shall compl thereafter with such
increased re or further fundin under the a ma be terminated
b Count
e. Upon successful complebon of this Grant a the Grantee may retain
ownership of the real and personal propert ac and/or improved with fundin
under this Grant a However, the Grantee shall maintain, preserve, and
operate the propert which was ac or improved under this a for the
uses and purposes which q ualified the Grantee for tourist development tax fundin
Grantee shall complete and si a Property Reportin Form ( provided within
pa pale) fbr personal propert and forward said
empleted form with the appropriate 'Invoice to the TDC Administrative Office. Real
propert ac or improved throu fundin under this a shall remain
dedk*W for the purposes set forth herein or for other purposes which promote
tourism and ownership of said propert shall be retained b the Grantee. The
followin terms shall appl
( i ) The Grantee shall have the use of the propert includin both reai
and personalt ac with fundin under this a at the project
for so lon as the facilit is operaW b Grantee, open to the public, and has
a primar purpose of ® tourism. At such time as an of the
conditions 'in the precedin sentence shaff cease to wdst, the Grantee shall
transfer ownership and possession of e and personal propert to a
tocal g overnment or another not-for-profit or which is a facilit for
which tourist development taxes ma be used pursuant to Flodda Statut.-aw-
with prior approval from TDC and BOCC.
( Ii) At an time, that the Grantee: (a) elects to stop the pro or otherwi
decide not to place into service for tourist-related purposes the facil*
ac constructed, or renovated with tourist development tax fundin (, Fb ' -
demolishes the project facilit or divests itself of ownership or possession
the real propert or (c) ceases the use of the property with a pn"ma-Ift
purpose of prornotin tourism, Grantee shall, pursuant to the formula
Torth hereafter, refund to the Count the Tourist Development fundin Thi
provision shall survive the termination date of all other provisions of th*
contract for a period of ten y ears. Should the demolition, transfer ]
0-M
ownership, or chan to a non-tourist related purpose occur after the faa i t !A-
has been used for tourist-related purposes for at least three (3) y ears, thh
amount of refund shall be pro-rated based on a useful life of ten (10) y ears.
FY 2012 Fundin
Coned ID#., 1018
Har S Truman
P
0 0
(Iii) The Grantee i's responsible for the implementation of ade
maintenance procedures to keep the real and personal propert in g ood
operatin condition.
(*Iv) The Grantee is responsible for an loss, dama or theft of, and an
loss, dama or in caused b the use of, real or personal propert or
e purchased throu fundin under this a
4. RECORDS AND REPORTS. The Grantee shall keep such records as are
necessar to document the performance of the a and expenses as incurred, and
g ive access to these records at the request of the TDC, the Count the State of Florida or
authorized a and representatives of said g overnment bodies. The Grantee shall also
p rovi We such access, to the personal propert and e purchased under this
a It is the responsibilit of the Grantee to maintain appropriate records in
accordance with g enerall y accepted accountin principles consistentl applied to insure a
proper accountin of all funds and expendkures*., The Grantee understands that it shall be
responsible for repa of an and all audit exceptions which are identified b the
Auditor General for the State of Florida, the Clerk of Court for Monroe Count the Board of
Count Commissioners for Monroe Count or their a and representatives. In the
event of an audit exception, the current fiscal y ear g rant award or subse g rant
awards W*ll be off set b the amount of the audit exception. In the event the g rant is not
renewed or supplemented it ftftre y ears,, the Grantee will be billed b the Grantor for the
amount of the audit exception and shall promptl repa an audit exception.
?-.) Public Access. The Count and Grantee shall allow and permit reasonable
!=cess to, and inspection of, all documents, papers, letters or other materials in its
0
possession or under its control subject to the provisions of Chapter 119, Flon'da
Statutes, and made or received ■ the Count and Grantee in con with this
2 and ft Count shall have the ni to unilaterall cancel this a
upon violation of this provision b Grantee.
5. MODIFICATIONS AND AMENDMENTS. An and all modifications of the terms of
thi's a shall be onl amended in writin and approved b the Board of Count
Commissioners for Monroe Count The terms, covenants, conditions, and provisions of
this a shall bind and inure to the benefit of the Count and Grantee and their
respective le representatives, successors,, and assi
6. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, tKz;
Grantee is an independent contractor and not an emplo of the Board of Count
CommisWoners of Monroe Count No statement contained in this a shall be
construed as to find the Grantee or an of its emplo contractors, servants or a
to the emplo of the Board of Count Commissioners of Monroe Count and the shall
be entitled to none of the ri pn*vlle or benefits of emplo of Monroe Count
a. No Personal Liabilit No covenant or a contained herein shall be
deemed to be a covenant or a of any member, officer, a or employee
of Monroe Count in his or her individual capaicity, and no member,, officer, a or
FY 2012 Fundin
Con&ad IN: 1018
Harr S Truman
�Iol
0 0
emplo of Monroe County shall be liable personally on this a or be
sub to an personal liabilit or accountability b reason of the execution of this
a
7. COMPLIANCE WITH LAW. In carr out its obli 1 9 ations under this a the
Grantee shall abide b all statutes,, ordinances, rules and re pertainin to or
re the provisions of this a includin those now in effect and hereafter
adopted " An violation of said statutes, ordinances, rules. or. re shall constitute a
material breach of this a and shall entitle the Grantor to terminate this a
i Is
immediately upon deliver of written notice of termination to the Grantee.
8. RESTRICTIONS ON AGREEMENTS ENTERED PURSUANT TO THIS
AGREEMENT. The Grantee shall include in all a funded under this a
the followin terms:
Anti-discrimination. Contractor a that R vAll not discriminate a an
plo or applicants for emplo or a persons for an other benefit or
service under this a because of their race, color, reli sex, national
tri or ph or mental handicap where the handicap does not affect the abilit
of an individual to perform 'in a poson of emplo and to abide b all federal
and state laws regarding non-discri'mination.
b. Anti-kickback. Contractor warrants that no person has been emplo or
retained to solicit or secure this a upon an a or understandin for
ee, and that no emplo or
a commission, percenta brokera or contin f
rmse, in unt
officer of the Contractor has an interest, financiall or o Co For
the *
breach or Violation of this warrant the Count shall have the ni to annul this
a without liabilit or, in fts discretion, to deduct from the a price or
consideration, the full amount of such commission,. percenta brokera or
contin fee. Contractor acknowied that R 'i's aware that fundin for this
a is available at least in part throu the Count and that violation of this
para ma resuftin the Count withdrawin fundin for the Project.
N
C-1 Hold harmless1iindemncation. Contractor acknowled that this
a is funded at least in part b the Count and a to indemnif and hold
harmless the Count and an of its officers and emplo from and a an
d all claims, liabes, Idi ation, causes of action, dama costs, expenses
( Includin g but not limited to fees and expenses arisin from an factual
investi discover or preparation for g ation ) , and the pa of an and all
of the fore or an demands, settlements or j ud g ments ( collectivel y claims)
arisin directl or indirectl from an ne or criminal conduct on the part of
Contractor in the peifoffnance of the terms of this a The Contractor shall
immediatel g ive notice to the Count of an suit, claim or action made a the
Contractor that is related to the activit under this a and W*ll cooperate
with the Count in the investi airisin as a result of an suit, action or claim
related to this a
FY 2012 Funding
Contract ID#.- 1018
Harr S Truman
0 0
d. Insurance. Contractor a that it maintains in force at its own expense a
liabilit 'insurance polic which will insure and indemnit the Contractor and the
Count from an suits, claims or actions brou b an person or persons and from
all costs and expenses of liti brou a the Contractor for such injuries
to persons or dama to propert occurrin durin the a or thereafter that
results from perfbrrnance b ContractDr of the obli set forth in this
a At all timies durin the term of this a and for one y ear after
acceptance of the pro Contractor shall maintain on file With the Count a
certificate of the it of the carriers showin that the aforesaid it
polic is in effect. The followin covera shall be provided..
1. Workers Compensation it as re b Florida Statutes.
2. Commercial General Liabilit Insurance wM minimum limits of $500,001'.
per occurrence for bodil in personal in and propert dama I
3. Comprehensive Auto Liabilit Insurance with minimum limits of $300,001E
combined sin limit: per occurrence.
The Contractor, the Count and the TDC shall be named as addonal insured,,
exempt workers compensation. The policies shall provide no less than 30 da
notice of cancellation, non-renewal or reduction of covera
At all times durin the term of this a and for one y ear after acceptance of
the project, Contractor shall maintain on file with the Count a certificate of
9
insurance shovAn that ft aforesaid insurance covera are *in effect.
e. Licensin and Permits. Contractor warrants that it shall have, prior to
commencement of work under this a and at all times durin said work, all
re ficenses and permits whether federal, state., Count or Cit
f. Ri to Audit. The Contractor shall keep such records as are necessar tt
document the performance of the a and expenses as incurred, and g ive
access to these records at the re of the TDC, the Count the State of Florida
or authorized a and representatives of said g overnment bodies.
9. HOLD HARMLESSANDEMNIFICATION. The Grantee hereb a to indemnif
and hold harmless the BOCC/TDC and the 3406 North Roosevelt Blvd. Corporation or an
of its officers and emplo from and a an and all claims, liabes, g ation,
causes of action, dama costs, expenses (includin but not Iimfted to fees and
expenses ansin from an factual investi discover or preparation for g ation), and
the pa of an and all of the fore or an demands, settlements or J ud g ments,
a i in directl or indirectl under this a The Grantee shall irrimediatel g ive
1718
notice to the Grantor of an suft, clairn or acbon made a the Grantor that is related to
the activit under this a and will cooperate with the Grantor 'in the investi
ansin as a result of an suit, action or claim related to this a
FY 2012 Funding
Contract ID* 1018
Harr S Truman
a 0
a. Non-Waiver of Immunit Notwithstanding the provisions of See. 768.28,
Florida Statutes, the participation of the Count and the Grantee 'in this a
and the ac of an commerrA"al liabilit insurance coverage, self-insurance
covera or local g overnment liabilit insurance Pool Coverage shall not be deemed
waiver of im
munit to the extent of liabilit covera nor shall an contract
a
entered into the Count be re to contain any prov-0-on for waiver.
b
b.) PrMle and Immunities. All of the prMle and Immunities from liability,
exemptions from laws, ordinances, and rules and pensions, and relief, disabilit
workers' compensation, and other benefits which appl to the activit of officers,,
a or emplo of an public a or emplo of the County, when
performin their respective functions under this a within the territofial limits
of the Count shall appl to the same de and extent to the performance of such
functions and duties of such officers, a volunteers, or emplo outside the
territorial limits of the Count
. . . . . . . . . . . . . . .
-Ito If
7#T;
-t-
V W
#
61 Ill;
4T."T, 3 17 Vol A ro t 1
-KICKBACK The Grantee warrants that no person has been emplo or
11. ANTI
retained to solick or secure this a upon an a t for a
commission, percenta brokera t fee, and that no emplo or officer of
the Count or TDC has d financiall or otherwise, in the said funded project,
ra
except for g eneral membership. For breach or violation of this warrant the G ntor shall
have the ri to annul this a without liabilit or, In its discretion, to deduct from
FY 2012 Funding
1018
Conbract ID*
Harr S 7ruman
9
a 0
the agreement t price or consideration, the full amou nt of such commission,, percentage,
brokerage, or contingent fee.
12. TERMINATION. This agreement t shall terminate on September 30, 2012.
Termination prier thereto shell occur whenever funds ds cannot be obtained or carrot be
continue 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 tinued et a level sufficient to allow
the continuation of this agreement pursuant to the terms speed herein, this agreeme
may they be teffnir ated immediately by wren notice of termination delivered in person or
by mail to Grantee. The Grantor may terminate this agreement bout cause upon giving
written notice of termination can tc Grantee. The Grantor shell not be obligated to pay for any
services or goods provided by Grantee after Grantee has received women notice of
termination.
13, TERMINATION FOR BREACH. The Grantor may immediately terrnir rte this
agreement for any breach of the terms contained herein. Such termination shall take place
immediately upon receipt of wrrtten nonce of said termination. Any waiver of any breech of
covenants herein contained to be kept and performed by Grantee shall not be domed or
considered as a continuing giver and shall not gate 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 cert ification of use of matching hing funds or
meshing it 4c r d services at or ewe the rate of rust for reimbursement or payment is
e bra of agreement, for which the Grantor may terminate this agreement upon giving
written notification of termination.
14. ENTIRE AGREEMENT. This agreement constitutes stit the entire agreement of the
parties hereto w� r espect to the subject metier hereof and supersedes any and all prior
� t
agreements with respect to such subject mater between the Grantee and the Grantor.
15. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This
agreement shall be gcvemed by and construed in accordance with the laws of the State of
Florida applicable to cone made and to be permed entirely rely in the State. This
agreement 'is not subject to arbitration. Mediation proceed initiated and conducted
pursuant to this agreement t shell be in accordance with the Floe Rules of Cpl Procedure
and usual and customary procedures required by the circuit court of Monroe County.
a.) Venue. In the event that an cause of action or administrative proc
insbituted for the enforcement or interpretation of this a :. Count and
a g ree Grantee
_ -_
b.) Severabilit If an term, covenant, condition or provision of this agre ement
(or the application c p declar
or co mpetent J un'sdiction, the remaining
terms, covenants, conditions and provisions of this a g reement shall not b affected
r a nd e rem coven a nd provision of this
a shall be valid and shall be enforceable to the fullest extent permitted b
FY 2012 FundOg
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law unless the enforcement of the remainin terms, covenants, conditions and
provisions of this a would prevent the accomplishment of the ori intent
of this a The Count and Grantee a to reform the a to
replace an stricken provision with a valid provision that comes as close as possible
to the intent of the stficken provision..,
c) Attorne Fees and Costs. The Count and Grantee a that in the event
an cause of action or administrative proceeding is initiated or defended b an
part relative to the enforcement or interpretation of this a the prevailin
part shall be entited to reasonable attorne fees, court costs, invesfi and
out-of-pocket expenses, as an award a the non-prevailin part and shall
include attorne fees, court costs, investi and out-of-pocket expenses in
appellate proceedin
1. Adjudication of Disputes or Disa Count and Grantee a that
all disputes and disa shall be attempted to be resolved b meet and
confer sessions between representatives of each of the parties. If the 'issue or
issues are stil not resolved to the satisfaction of the pafties, then an part shall
have the ri to seek such relief or remed as ma be provided b this a
or b Florida law. This a shall not be sub to arbitration.
16. ETHICS CLAUSE: Grantee warrants that he has not emplo retained or
otherwise had act on his behalf an former Count officer or emplo in Violation of
Section 2 or Ordinance No. 10-1990 or an Count officer or emplo 'in violation of
Section 3 of Ordinance No. 10-1990. For breach or violation of the provision the Grantor
ma at its discretion terminate this a wAhout liabilit and ma also, at its
discretion, deduct from ft a or purchase price, or otherwise recover, the full
amount of an fee,, commission, percenta g ift, or consideration paid to the former or
present Count officer or emplo The Count and Grantee warrant that in respect to
itsetf, it has neither emplo nor retained an compan or person, other than a bona s
emplo workin solel for A,, to solicit or secure this a and that it has not paid or
a to pa an person, compan corporation, indMduall, or firm, other than a bona fide
emplo workin solel for it an fee, commission, percenta g ift, or other
considerabon contin upon or resultin from the award or makin of this a
For the breach or violation of the provision, the Grantee a that the Count shall have
the d to terminate thi's a without liabilit and, at its discretion, to offset from
FY 2012 Fundin
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monies owed, or otherwise recover, the full amount of such fee, commission, percenta
g ift, or consideration.
a.) Covenant of No Interest. Count and Grantee covenant that neither
presentl has an interest, and shall not ac an interest, which would conflict in
an manner or de with its, performance under this a and that onl
interest of each is to perform and receive benefits as recited in this a
b.) Code of Ethics. Count a that officers and emplo of the Count
reco and ""ll be re to compl with the standards of conduct for public
officers and emplo as delineated in Section 112.313, Florida Statutes,
re but not limited to, solicftation or acceptance of g ift; doin business with
tne's a unauthodzed compensation; misuse of public position, conflictin
emplo or contractual relationship; and disclosure or use of certaininformation.
17. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been placed
on the convictetl vendor list fblkwAn a conviction for public entit crime ma not submit a
bid on an a to provide an g oods or services to a public entit ma not submit a
bid on an a with a public entit for the construction or repair of a public buildin or
public work, ma not submit bids on leases of real propert to public entit ma not be
awarded or perform work as a contractor, supplier,, sub-contractor, or consultant under an
a with an public entit and ma not transact business with an public entit 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 bein placed on the
convicted vendor list. B executin this document g rantee warrants that it *is in compliance
with this para
18. AUTHORITY: Grantee warrants that ft is authorized b law to en in the
performance of the activfts encompassed b the project herein described. Each of the
si for the Grantee below certtfles and warrants that the Grantee's name in this
a is to full name as desi in fts corporate charter corporation); the
are empowered to act and contract for the Grantee, and this a has been
approved b the Board of Directors of Grantee or other appropriate authorit
19. UCENSING AND PERMITS: Grantee warrants that it shall have, prior to
commencement of work under this a and at all times durin said work, all
re licenses and permits whether federal, state, Count or Cit
20. INSURANCE: Grantee a that it maintains in force at its own expense a liabilit
insurance polic which will Insure and indemnif the Grantee and the Grantor from an
suits, claims or actions brou b an person or persons and from all costs and expenses
of liti brou a the Grantee for such injuries to persons or dama to propert
occurrin dun*n the a or thereafter that results from performance b Grantee of
the obri set forth in this a At all times durin the term of this a
and for one y ear after acceptance of the project, Grantee shall maintain on file with the
Grantor a ceddicate of the insurance of ft cam'ers showin that the aforesaid insurance
polic is in effect. The followin coverage I s shall be provided:
FY 2012 Fundin
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Workers Compensation 'insurance as required b Florida Statutes.
it its 5
2. Commercial General Uabilit Insurance with minimum lim of $ 00,000
Combined Sin Limit ( CSL ) if split limits are provided, the mini urn
11 pits acceptable shall be $250,000 per Person $500,000 per occurrence
$ 50,000 property dama
3. Comprehensive Auto Liabilit Insurance with minimum limits of $300,000
combined sin limit per occurrence.
The Grantee, the Grantor and the TDC shall be named as addbonal insured, except
workers compensation . The policies shall - provide no less than 30 da notice Of
cancellation,, non-renewal or reduction of covera Grantee shall provide to the CountY,
as satisftctor evidence of the re insurance, includin the insurance policy
application and either.
low On Cefficate of Insurance, OR
* Certified cop of the actual insurance polic OR
Certftate of Insurance e-mailed from Insurance A to
Count Risk Mana - Telephone Man'a Slavik at ( 305) 295-3178 for
details (Certificates can be e-maiNx! directl from the insurance a
to: a l gA k-M Ir i . — The e-ma*l must state that
this is a certificate for a TDC pro and should be fonovarded to Mayine
Pacini at the TDC administrative office)
An o6 certificate or a certified copy of an or all 'insurance policies required b th*
contract shall be filed with the Clerk of the BOCC priwor to the contract bein executed b
the Clerks office. The Insurance pol* must state that the Monroe Count BOCC an
ICY
Monroe Count TDC is the Certificate Holder and additional Insured for this contra
( certificate onl for worker's compensation covera Insurance infbrmation should
m 'led to:
al
Monroe Count
so Count Commissioners
c/o Risk Mana
P.O. Box 1026
Ke West, FL 33041
21. NOTICE. An notice re or permitted under this a shall be in writin
and had delivered or mailed, posta prepaid, to the other part b certified mail, returned
receipt re to the followin
For Grantee: Robert J. Wiz
111 Front Street
Ke West, FL 33040
FY 2012 Fundin
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N
For Grantor, L Stuart
Monroe Count Tourist Development Council
1201 White Street Suite 102
Ke West, FL 33040
and
C Hall, Asst. County Attorney
P.O. Box 1026
Ke West, FL 33041-1026
22. CLAIMS FOR FEDERAL OR STATE AID. Contractor and Count agree that each
shall be, and is,, empowered to appl for, seek, and obtain federal and state funds to
further the purpose of this a provided that all applicadons, re g rant
proposals, and fundin solicitabons shall be approved b y each part prior to submission.
23. NON-DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES. This
a is not intended to, nor shall it be construed as, relievin an participatin entit
from an obli or responsibilit imposed upon the entit b law except to the extent of
actual and timel performance thereof b an participatin entit in which case the
performance ma be offered in satisfaction of the obli or responsibilit Further, this
a is not intended to, nor shall A be construed as, authodzin the dele of the
consftAonal or statutor duties of the Count except to the extent permitted b the
Florida constitution, state statute, and case law.
24. NON-RELIANCE BY NON-PARTIES. No person or entit shall be entitled to rel
upon the terms, or an of them, of this a to enforce or attempt to enfbree an
ihird-part claim or entitlement to or benefit of an service or pro contemplated
hereunder, and the Count and the Grantee a that neither the Count nor the Grantee
or an a officer, or emplo of either shall have the authorit to "Inform, counsel, or
otherwiw indicate that an particular individual or g roup of individuals, entit or entities,,
have entitlements or benefts under this a separate and apart inferior to, or
is a
supenor to the communit in g eneral or for the purposes contemplate d in th*
25. ATTESTATION& Grantee a to execute such documents as the Count ma
reasonabl re to include a Public Entit Cn'me Statement, an Ethics Statement, and a
Dru Workplace Statement.
26. NO PERSONAL LIABILITY. No covenant or a contained herein shall be
deemed to be a covenant or a of an member, officer, a o of
Monroe Count in his or her individual capacit and no member, officer, a or
emplo of Monroe Count shall be liable personall on this a or be subject to
an personal liabird or accountabilit b reason of the execution of this a
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27. FORCE MAJEURE. The Grantee shall not be liable for dela in performance or
failure to complete the project in whole or in part, due to the occurrence of any
contin be As control or the control of b contractors and subcontractors,
includin war or act of war whether an actual declaration thereof is made or not act of
terrorism impacting travel
in the United States I insurrection, riot or evil commotion, act of
public enem epidemic, q uarantine restrictions storm, flood, drou or other act of God, or
act of nature ( 'includin g presence of endan animal species which cannot be timel
removed 'in a safe manner or are of an g overnmental authorit which prohibits the
pro from proceedin 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 plannin for normal and expected weather conditions for the time of y ear the project
is to be executed shall not constitute an act of God excusin a dela An dela or failure
due to the causes stated shall not consftAe a breach of the a however, the
BOCC shall have the n* to determine if there will be an reduction to the amount of
funds due to to Grantee after consideration of all relevant facts and Circumstances
surrounding the dela in performance or failure to complete the projed within the contract
period. Upon demand of TDC or BOCC, the Grantee must fumish evidence of the causes
of such dela or failure. BOCC shall not pa for an g oods received or services provided
after the date(s) descrHmW In para' I and Scope of Services,
is a e g reement ma b executed 'in an -
28. EXECUTION IN COUNTERPARTS. Th" 10 A * y
number of counterparts, each of which shall be re as an ori all ot writch taken
to shall constitute one and the same instrument and an of the parties hereto may
execute this a b si an such counterpart.
29. SECTION HEADINGS. Sect-ton headin have been inserted in this a as
a matter of convenience of reference onl and it is a that such section headin are
not a part of this a and will not be used 'in the it terpretation of an provision of
this a
4k
REMAINDEk OF PAGE INTENTIONALLY LEF4T BLANK
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