Item V01 V.1
Coty f � ,�� ,' BOARD OF COUNTY COMMISSIONERS
�� Mayor David Rice,District 4
The Florida Keys � Mayor Pro Tem Craig Cates,District 1
y Michelle Coldiron,District 2
James K.Scholl,District 3
Ij Holly Merrill Raschein,District 5
County Commission Meeting
October 19, 2022
Agenda Item Number: V.1
Agenda Item Summary #11238
BULK ITEM: Yes DEPARTMENT: Assistant County Administrator Kevin
Wilson
TIME APPROXIMATE: STAFF CONTACT: Kevin Wilson (305) 292-4441
No
AGENDA ITEM WORDING: Approval of a Third Amendment to License Agreement for the
Friends of the Key Largo Cultural Center extending the license through September 17, 2027, and
removing the payment of utilities.
ITEM BACKGROUND: The Friends of the Key Largo Cultural Center, Inc. (FKLCC) sponsors,
operates, and manages a variety of cultural, recreational, and related events at the Nelson
Government and Cultural Center (MENGCC) and has done so since 2011. During the COVID
pandemic, operations were greatly curtailed but now their calendar is expanding, and they wish to
continue the collaboration with the County to produce these events. This Third Amendment extends
the license agreement for an additional five (5) years with the term to commence retroactive to
September 18, 2022, and terminating on September 17, 2027. The Amendment also deletes
Paragraph 10 of the original License Agreement to eliminate the payment of utilities for their use of
the MENGCC due to elimination of this provision in a recently modified Use of County Property
Policy.
PREVIOUS RELEVANT BOCC ACTION:
20 APR 2022 BOCC approves 2ad Amendment extending the agreement through 9/17/2022
21 APR 2021 BOCC approves 1st Amendment allowing suspension of the required insurances
during the pandemic and reduced operations
17 MAY 2017 BOCC approves a new License Agreement for five (5)years through 2022
18 FEB 2015 BOCC approves a license with the term through 2017
20 NOV 2012 BOCC approves 1st amendment extending the term through 2015
16 NOV 2011 BOCC approves the initial license for two (2)years
CONTRACT/AGREEMENT CHANGES:
Yes - five year extension of term
STAFF RECOMMENDATION: Approval
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DOCUMENTATION:
2022-10-19_Friends of Key Largo MEN 3rd Amendment Agreement(final legal stamped)
04-20-2022-2nd Amendment-FKLCC Exec
04-21-2021-1st Amendment-U-5-Friends of Key Largo Exec
3. 05_17_2017 Agreement Friends of Key Largo—Exec
FINANCIAL IMPACT:
Effective Date: Retroactive to 18 SEP 2022
Expiration Date: 17 SEP 2027
Total Dollar Value of Contract: N/A
Total Cost to County: N/A
Current Year Portion: N/A
Budgeted: N/A
Source of Funds: N/A
CPI: N/A
Indirect Costs: N/A
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: No If yes, amount:
Grant:
County Match:
Insurance Required: Yes (Licensee to provide updated COIs or waiver prior to initiating use of
Theater again)
Additional Details: None
N/A
REVIEWED BY:
Kevin Wilson Completed 10/06/2022 1:49 PM
Patricia Eables Completed 10/07/2022 11:51 AM
Budget and Finance Completed 10/07/2022 11:58 AM
Brian Bradley Completed 10/07/2022 12:30 PM
Lindsey Ballard Completed 10/11/2022 9:58 AM
Board of County Commissioners Pending 10/19/2022 9:00 AM
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THIRD AMENDMENT TO LICENSE AGREEMENT
(Murray E. Nelson Government and Cultural Center) E
This Third Amendment to License Agreement is made and entered into this 19th day of
October, 2022, by and between MONROE COUNTY, FLORIDA, a political subdivision of the U
State of Florida, hereinafter"COUNTY," and FRIENDS OF THE KEY LARGO CULTURAL
CENTER, INC., hereinafter "LICENSEE" or "FRIENDS," for management and operation of a
variety of cultural programs at the Murray E. Nelson Government and Cultural Center. 0
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WITNESSETH:
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WHEREAS, the Murray E. Nelson Government and Cultural Center, hereinafter "MEN U
Building" or "Premises," was built in 2009 for use by the COUNTY for government offices and
meeting rooms and use by the public for cultural programs; and
WHEREAS, the MEN Building is the only COUNTY facility designed to provide a CL
cultural center; and
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WHEREAS, on May 17, 2017, the parties entered into a License Agreement for the 0
FRIENDS to provide recreational, cultural, charitable, educational, and related programs for the 2
residents of, and tourists to, Key Largo, at the MEN Building; and
WHEREAS, it is a legitimate public purpose to provide facilities and services for
recreational and cultural uses and social functions of the community; and
WHEREAS, COUNTY does not have the funds to hire an employee to be responsible for
developing,programming,and organizing recreational, cultural, and related activities for the MEN
Building; and E
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WHEREAS,the FRIENDS has provided its services to assist the COUNTY in developing
and managing recreational, cultural, and educational events, and programming for the MEN
Building since entering into its current License Agreement with the COUNTY in 2017; and Z
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WHEREAS, on April 21, 2021, the parties entered into a First Amendment to License 0
Agreement for the FRIENDS to temporarily waive the requirement under the License Agreement
that the general liability, liquor liability, automobile liability, Worker's Compensation, and board
member insurance due to COVID-19 restrictions until such time as they are operating once again;
and 0
WHEREAS, on April 20, 2022, the parties entered into a Second Amendment to License
Agreement for the FRIENDS to extend the term for a six (6) month period commencing March
18, 2022, and terminating on September 17, 2022; and Ui
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WHEREAS, the License Agreement with Friends of the Key Largo Cultural Center, Inc. V-
terminated September 17, 2022, but provides in Paragraph 2 of the License Agreement for an
extension to the Agreement; and
WHEREAS, LICENSEE, has requested an extension of its term for an additional five (5) �E
years; and
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WHEREAS, the County is modifying its Use of County Property Policy to eliminate the
charges for utilities while using the Theater at the MEN building; and E
WHEREAS, the parties find it would be mutually beneficial to amend its License
Agreement and enter into this Third Amendment to License Agreement to extend the term for a U
period of five (5) years and to delete paragraph 10 of the License Agreement as to charges for z
utilities;
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NOW, THEREFORE, IN CONSIDERATION of the covenants hereinafter to be kept 0
and preformed, the COUNTY and the LICENSEE agree as follows: u
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1. Paragraph 2, TERM, of the original License Agreement, as amended, is hereby amended U
to delete the current Paragraph 2, and replace it in its entirety with the following paragraph:
2. TERM. The term of this Third Amendment to License Agreement shall be for a
five (5) year period commencing retroactive to September 18, 2022, and terminating CL
on September 17, 2027. On or before the end of the term of this Third Amendment to
License Agreement, the COUNTY shall consider the regular reports of LICENSEE U)
regarding their uses and participation by the public, and COUNTY staff information 0
regarding any issues, including but not limited to, adequacy of LICENSEE's insurance 2
coverage, facility maintenance, and utility costs in excess of fees received from
LICENSEE. The COUNTY, in its discretion, may extend this Agreement for a time
period to be determined upon determining that the uses of the Premises by LICENSEE
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are in the best interest of the public, and upon written approval by both parties. Any
extension of this Agreement may modify the terms of this Agreement as set forth in
writing and executed by both parties.
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2. Paragraph 10, UTILITIES, of the original Licensee Agreement, as amended, is hereby
amended to delete the current Paragraph 10, and replace it in its entirety with the following
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paragraph:
10. UTILITIES. Not used.
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3. Pursuant to the First Amendment to License Agreement,before the commencement of any
events by LICENSEE under this new term, it shall provide to the COUNTY the proper
Certificate of Insurance exhibiting proof of the required insurance coverage or 0
alternatively, a waiver of any such required insurances to be approved by the County Risk
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Manager.
4. Except as set forth in Paragraphs 1 through 3 herein, all other provisions of the License V-
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Agreement dated May 17,2017, as amended,not inconsistent herewith, shall remain in full V-
force and effect.
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MEN License Friends KLCC 2
5 Year Extension
October 19,2022
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IN W1'I'NVSS 'WJJERE0F. the parties hereto have set their hands and seals cm the day
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(SEAL) BOARD 017 COUNTY(,OMMISSIONERS
Attest. KEVIN M ADOK,CLERK OF MCI!NROF COUNTY, FL 0
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By: By� .......... U
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�As Deputy Clerk Mayor/Chairman
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Witnesses FRIENDS OF THE KEY LARGO
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CULTURAL CENTER,INC.
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President
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Kevin Madok, CPA
Clerk of the Circuit Court& Comptroller— Monroe Count Florida
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DATE: April 25, 2022
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TO: William DeSantis, Director g
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Facilities Maintenance
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ATTN: Chrissv Collins E
Executive Administrator 0
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FROM: Liz Yongue, Deputy Clerk U
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SUBJECT: April 20' BOCC Meeting
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Attached is an electronic copy of the following itein for your handling: U)
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C3 2nd Arnendrnent to the License Agreement with Friends of the Key Largo Cultural
Center, Inc. for management and operation of a variety of cultural, recreational, and related U
programs at the Murray E. Nelson Goverrnnent and Cultural Center for a six (6) month term
extension and an update of other provrisions of the License Agreement.
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Should you have any questions please feel free to contact me at(305) 292-3550. W
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KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plan
305-294-4641 305-289-6027 305-852-7145 305- Packet Pg.4983
SECOND AMENDMENT TO LICENSE AGREEMENT
(Murray E. Nelson Government and Cultural Center)
This Second Amendment to License Agreement is made and entered into this 20th day of
April,2022,by and between MONROE COUNTY,FLORIDA,a political subdivision of the State
of Florida, hereinafter "COUNTY," and FRIENDS OF THE KEY LARGO CULTURAL
CENTER, INC., hereinafter "LICENSEE" or "FRIENDS," for management and operation of a
variety of cultural programs at the Murray E. Nelson Government and Cultural Center.
WITNESSETH: .2
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WHEREAS, the Murray E. Nelson Government and Cultural Center, hereinafter "MEN 0
Building" or "Premises," was built in 2009 for use by the COUNTY for government offices and E
meeting rooms and use by the public for cultural programs; and
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WHEREAS, the MEN Building is the only COUNTY facility designed to provide a 0
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cultural center-, and W
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WHEREAS, on May 17, 2017, the parties entered into a License Agreement for the 0
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FRIENDS to provide recreational, cultural, charitable, educational, and related programs for the
residents of, and tourists to, Key Largo, at the MEN Building; and
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WHEREAS, it is a legitimate public purpose to provide facilities and services for
recreational and cultural uses and social functions oft e community; and
WHEREAS, COUNTY does not have the funds to hire an employee to be responsible for X
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developing,programming,and organizing recreational,cultural, and related activities for the MEN U
Building; and U
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WHEREAS,the FRIENDS has provided its services to assist the COUNTY in developing
and managing recreational, cultural, and educational events, and programming for the MEN E
Building since entering into its current License Agreement with the COUNTY in 2017; and
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WHEREAS, on April 21, 2021, the parties entered into a First Amendment License
Agreement for the FRIENDS to temporarily waive the requirement under the License Agreement
that the general liability, liquor liability, automobile liability, Worker's Compensation, and board
member insurance due to COVID-19 restrictions until such time as they are operating once again-
and
WHEREAS, the License Agreement with Friends oft e Key Largo Cultural Center, Inc.
terminated March 17, 2022, but provides in Paragraph 2 for an extension tothe Agreement; and E
WHEREAS, LICENSEE, has requested an extension of its term for an additional six (6)
months to allow LICENSEE additional time to assess its future needs of the MEN Building for
further activities or programs by LICENSEE; and
WHEREAS, the parties also wish to amend the License Agreement towpdate the Non-
Discrimination provision and the Notice paragraph; and
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WHEREAS, the parties find it would be mutually beneficial to amend its License
Agreement and enter into this Second Amendment to License Agreement to extend the term for a
period of six (6) months pending an assessment by LICENSEE of its needs and update the Non-
Discrimination and Notice provisions of the original License Agreement, as amended;
NOW, THEREFORE, IN CONSIDERATION of the covenants hereinafter to be kept
and preformed, the COUNTY and the LICENSEE agree as follows:
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1 Paragraph 2, TERM, of the original License Agreement, as amended, is hereby amended U)
to delete the current Paragraph 2, and replace it in its entirety with the following paragraph: a
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2. TERM, The to of this Second Amendment to Agreement shall be for a six (6) E
month period commencing March 18, 2022, and terminating on September 17, 2022.
On or before the end of the to of this Second Am end men Ut to Agreement, the U
COUNTY shall consider the regular reports of LICENSEE regarding their uses and z
participation byte public, and COUNTY staff information regarding any issues, W
including but not limited to, adequacy of LICENSEE's insurance coverage, facility
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maintenance, and utility costs in excess of fees received from LICENSEE. The 0
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COUNTY, in its discretion, may extend this Agreement for a time period to be
determined upon determining that the uses of the Premises by LICENSEE are in the
best interest of the public, and upon written approval by both parties. Any extension U
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oft is Agreement may modify the terms oft is Agreement as set forth in writing and
executed by both parties.
2. Paragraph 25, NON-DISCRIMINATION, of the original Licensee Agreement, as X
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amended,is hereby amended to delete the current Paragraph 25,and replace it in its entirety U
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with the following paragraph:
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25. NON-DISCRIMINATION. LICENSEE and COUNTY agree that there will be
no discrimination against any person, and it is expressly understood that upon a E
determination by a court of competent jurisdiction that discrimination has occurred,
this Agreement automatically terminates without any further action on the part of any E
party,effective the date of the court order. LICENSEE and COUNTY agrees to comply
with all Federal and Florida statutes, and all local ordinances, as applicable,relating to N
nondiscrimination. These include but are not limited to: 1)Title VII oft e Civil Rights N N
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Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or
national origin- 2)Title IX oft e Education Amendment of 1972, as amended(20 USC N
ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3)
Section 504 of the Rehabilitation Act of 1973 as amended (20 USC s. 794), which
prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of
1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis
of age; 5)The Drug Abuse Office and Treatment Act of 1972 (PL 92-255),as amended,
relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive
Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970
(PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse
or alcoholism-, 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss.
690d®3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug
abuse patient records; 8) Title VI I of the Civil Rights Act of 1968 (42 USC s. 3601 et
MEN License Friends KLCC 2
6 Month Extension
April 20,2022
Packet Pg.4985
seq.), as amended, relating to nondiscrimination in the sale, rental or financing of
housing; 9) The Americans with Disabilities Act of 1990 (42 LT s. 12101 Note), as
may be amended from time to time, relating to nondiscrimination on the basis of
disability; 10) Monroe County Code Chapter 14, Article 11, which prohibits
discrimination on the basis of race, color, sex,religion,national origin, ancestry, sexual
orientation, gender identity or expression, familial status or age; 11) Any other
nondiscrimination provisions in any Federal or state statutes which may apply tothe
parties to, or the subject matter of, this Agreement,
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3, Paragraph 27, NOTICE, of the License Agreement, as amended, is hereby amended to
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delete the current Paragraph 27 as set forth in the original License Agreement, and replace 0
it in its entirety with the following Paragraph: E
27. NOTICE. All written correspondence tothe COUNTY shall be dated and signed U U
by an authorized representative of the LICENSEE, Any written notices or 0
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correspondence required or permitted under this License Agreement shall be sent by W
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United States Mail, certified, return receipt requested, postage pre-paid, or by courier 0L_
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proof of delivery. The place of giving Notice shall remain the same as set forth 0
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herein until changed in writing in the manner provided in this paragraph. Notice is
deemed received by LICENSEE when an delivered by national courier with proof of .2
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delivery or by U.S. Mail upon verified receipt or upon the date of refusal or non- U
acceptance of delivery® Notice shall be sent to the following persons: U
FOR COUNTY: FOR LICENSE:
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Monroe County Friends of the Key Largo W
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Facilities Maintenance Coordinator Cultural Center, Inc, U
Murray E. Nelson Cultural Center Attn: Nola Aker U_
102050 Overseas Highway P. 0. Box 371688
Key Largo, Florida 33037 Key Largo, Florida 33037 E
(305) 852-7161 (305) 916-8373
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And And
County Attorney Linda M. Kaplan, Esq. CN CN
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I I 11 121h Street, Suite 408 750 Madrid Road C14
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Key West, Florida 33040 Key Largo, Florida 33037 C14
4. Paragraph 28, CONTACT PERSONS, of the License Agreement, as amended, is hereby E
amended to delete the current Paragraph 28 as set forth in the original License Agreement,
and replace it in its entirety with the following Paragraph:
28. CONTACT PERSONS. The following, or their designees, are the contact persons
in connection with this License Agreement:
MEN License Friends KLCC 3
6 Month Extension
April 20,2022
Packet Pg.4986
V.1.b
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i. FOR COUNTY: FOR LICENSEE:
Robert Glassmer,Building Administrator Nola Aker
Cell Phone: (305) 797-1466 Phone: (305) 916-8373
! If not available: If not available:
Facilities Maintenance Linda M. Kaplan, Esq.
Office Phone: (305) 292-4431 Cell Phone: (305) 978-6256
Or
County Administrator's Office
Office Phone: (305)292-4441 E
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5. Pursuant to the First Amendment to License Agreement,before the commencement of any
events by LICENSEE under this new term, it shall provide to the COUNTY the proper
Certificate of Insurance exhibiting proof of the required insurance coverage or
alternatively, a waiver of any such required insurances to be approved by the County Risk -
Manager.
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6. Except as set forth in Paragraphs 1 through 5 herein, all other provisions of the License i
Agreement dated May 17,2017, as amended,not inconsistent herewith,shall remain in full U
force and effect. ®'
® Q'® IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the day
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1 itten above.
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BOARD OF COUNTY COMMISSIONERS
EV1N MADOK, CLERK OF MONROE COUNTY, FLORIDA ,
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By: -
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yVinses'. FRIENDS OF THE KEY LARGO CN
CULTURAL, 1✓NTER INC; CN
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P rated'Name of Witness 4o,
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MEN License Friends KLCC 4 QA IE: -ANF_.4C6 ' '6 QRNEY
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6 Month Extension
April 20,2022
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Kevin Madvk, CPA
Clerk of the Glrcuit Court& Comptroller—Monroe County, Florida
DATE: April 23, 2021 .
TO: Alice Steryou
Contract Monitor E
FROM: Parncla G Hanc(ah.
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SUBJECT: April 21" BOCC Meeting
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Atlaclred is an elcctronic copy of the following item for your liandlirrg:
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135 1"Amendinent to License Agmeement witli Friends of lfic Key I;aTgo Cultural
Center, Inc. for management and operation of a variety of cultural, recreational, and related c,
grog►us at llae Murray E. Nelson Government and Cultural Center. L)
Should you leave any questions please feel free to contact me al (305) 292-3550. �
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KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plan
305-294-4641 305-289-6027 305-852-7145 305 Packet Pg.4988
V.1.c
FIRST AMENDMENT TO LICENSE AGREEMENT
(Murray E. Nelson Government and Cultural Center)
This First Amendment to License Agreement is made and entered into this 21st day of
April, 2021, by and between MONROE COUNTY, FLORIDA, a political subdivision of the
State of Florida, hereinafter"COUNTY," and FRIENDS OF THE KEY LARGO CULTURAL �s
CENTER, INC.. hereinafter "LICENSEE" or "FRIENDS,", for management and operation of a
variety of cultural programs at the Murray E. Nelson Government and Cultural Center.
W ITNESSETH:
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WHEREAS, the Murray E. Nelson Government and Cultural Center. hereinafter "MEN
Building' or "Premises," was built in 2009 for use by the COUNTY for government offices and
meeting rooms and use by the public for cultural programs; and
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WHEREAS, the MEN Building is the only COUNTY facility designed to provide a
cultural center; and
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WHEREAS, on May 17, 2017. the parties entered into a License Agreement for the U
FRIENDS to provide recreational, cultural. charitable. educational, and related programs for the
residents of, and tourists to, Key Largo, at the MEN Building; and
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WHEREAS, it is a legitimate public purpose to provide facilities and services ttor Wi
recreational and cultural uses and social functions of the community; and
WHEREAS, COUNTY does not have the funds to hire an employee to be responsible for
developing, programming,and organizing recreational,cultural,and related activities for the MEN
Building: and 0
WHEREAS,the FRIENDS has provided its services to assist the COUNTY in developing
and managing recreational, cultural, and educational events, and programming for the MEN Ur
Building since entering into its current License Agreement with the COUNTY in 2017; and `
WHEREAS, Licensee is required to maintain certain insurance policies pursuant to its
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License Agreement in order to provide liability protections and indemnification for the COUNTY,
unless any such policy is waived by the COUNTY; and
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WHEREAS, The FRIENDS want to have assurances of the ability to regularly use the
Premises for recreational, cultural, charitable, and educational events; and T
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WHEREAS, it is necessary forthe COUNTY to preserve its ability to provide at the MEN T,
building all government functions that it currently provides. including regular uses by the County
and other governmental agencies,and uses related to emergency responses to disaster and disaster-
preparedness;
WHEREAS, due the current situation with Covid-19 restrictions. FRIENDS has been
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unable to host events at the MEN Building and have requested that the general liability, liquor
liability, automobile liability, Worker's Compensation, and board member insurance
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requirements be temporarily waived as a requirement under the License Agreement until such time
as they are operating once again;
WHEREAS,the parties find it would be mutually beneficial to amend its Agreement and g
enter into this First Amendment to License Agreement;and
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NOW, THEREFORE, IN CONSIDERATION of the covenants hereinafter to be kept 0
and preformed,the COUNTY and the LICENSEE agree as follows:
1. Paragraph 21, INSURANCE,of the License Agreement sets forth the insurances U
that must be provided by FRIENDS as general liability insurance, vehicle liability insurance,
Workers' Compensation insurance,and Employer's Liability insurance during the duration of its UJ
License Agreement
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2 . The COUNTY and LICENSEE mutually agree that LICENSEE may temporarily U)
suspend its current insurance policies, upon submission of the proper Waiver of Insurance, until
such time that LICENSEE initiates activities again and conducts any events at the Premises. .j
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1 The COUNTY therefore U
,agrees to temporarily waive the insurance requirements
as set forth in Paragraph 21 of the License Agreement. Before the commencement of any events
by LICENSEE,the proper Certificate of Insurances shall be submitted to the COUNTY exhibiting
proof of the required coverage. Alternatively,if there are any of the required insurance policies
under Paragraph 21 that LICENSEE will request to have waived upon inception of its events, UJi
LICENSEE must submit the proper Waiver request to be approved by the County Risk Manager.
All other provisions of the License Agreement dated May 17, 2017, not
dp3iwith,shall remain in full force and effect.
S WHEREOF,the parties hereto have set their hands and seals on the day U);r n
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BOARD of co ;. .� ,
ADOK,CLERK OF
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15eputy Clerk Mayor/Chairman `r
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Witnesses FRIENDS OF THE KEY LARGO
CULTURAL ENT R,INC,
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WI ess 1 President CN
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Prin d N a W ess 1 ;
Witness ���,
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Printed Name of Witnes� - OL "1``
PATROA EA LES
ASWTANr TTL]ANE'r
MFI License Friends KI.CC Apd 2021 2 -- --
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KEVIN MADOK, CPA
MONROE COUNTY CLERK OF THE CIRCUIT COURT&CompMOLLER
DATE: June 1, 2017
TO: Alice Steryou
Contract Monitor
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FROM: Pamela G. Han c .C. E
SUBJECT: May 17th BOCC Meeting U
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Attached is a duplicate original of C27,License Agreement with Friends of the Key Largo
Cultural Center,Inc. for management and operation of a variety of cultural,recreational, and related
programs at the Murray E.Nelson Government and Cultural Center,and approval to rescind the License 0
Agreement approved at the Board's April 12,2017,meeting(Agenda Item C-20,#2841),which had the
incorrect version of the License Agreement attached and will be replaced by this corrected Agreement,for
your handling.
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Should you have any questions, please feel free to contact ine at ext. 3130. Tliank you.
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Finance via email
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LICENSE AGREEMENT
(Murray E. Nelson Government and Cultural Center)
Jh r�This Agreement is made and entered into this Vcn day of , 2017, by and between
MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida, hereinafter
"COUNTY," and FRIENDS OF THE KEY LARGO CULTURAL CENTER, INC.,
hereinafter "LICENSEE" or "FRIENDS," for management and operation of a variety of cultural
programs at the Murray E. Nelson Government and Cultural Center.
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WITNESSETH:
WHEREAS, the Murray E. Nelson Government and Cultural Center, hereinafter "MEN U
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Building" or "Premises," was built in 2009 for use by the COUNTY for government offices and
meeting rooms and use by the public for cultural programs; and
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WHEREAS, the Murray E. Nelson Government and Cultural Center is the only
COUNTY facility designed to provide a cultural center; and
2
WHEREAS, the COUNTY normally requires every user of a COUNTY facility, with the U
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exception of licensees and lessees of certain COUNTY facilities in Key Largo, to bear the full U
costs of their impacts on maintenance, repairs, and operations of the facilities; and
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WHEREAS, the Friends of the Key Largo Cultural Center, Inc. incorporated for the
following purposes: 1) To create public interest and awareness of the Key Largo Cultural Center Wi
located in the Murray E. Nelson Government Center ; 2) To foster support for the enhancement,
improvement, and operations of the Key Largo Cultural Center; 3) To assist the Monroe County
government in attracting affordable cultural and educational programs for the Key Largo
Cultural Center; 4) To raise funds for ongoing and special projects pertinent to the use and -
programming of the Key Largo Cultural Center; 5) To engage in activities in furtherance of the U)
foregoing purposes.
WHEREAS, it is a legitimate public purpose to provide facilities and services for
recreational and cultural uses and social functions of the community; and
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WHEREAS, the COUNTY does not have the funds to hire an employee to be responsible
for developing, programming, and organizing recreational, cultural, and related activities for the
Murray E. Nelson Government and Cultural Center: and
V-
WHEREAS, the Friends has offered to assist the COUNTY in developing and managing L01
recreational, cultural, events and programming for the Murray E. Nelson Government and vs
Cultural Center: and
WHEREAS, the COUNTY has determined that it is in the best interest of the public for
the FRIENDS and any other individual or organization to use the Murray E. Nelson Government
and Cultural Center at limited cost; and
WHEREAS, the COUNTY routinely allows its facilities to be used by other
governmental agencies, not-for-profit entities, and individuals upon submission of a Request For
Use document and appropriate insurance and indemnification documents; and
Packet Pg.4992
V.1.d
WHEREAS, The FRIENDS want to have assurances of the ability to regularly use the
Facility for recreational, cultural, charitable, and educational events; and
WHEREAS, it is necessary for the COUNTY to preserve its ability to provide at the
MEN Building all government functions that it currently provides, including regular uses by the
county and other governmental agencies, and uses related to emergency responses to disaster and
disaster-preparedness;
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NOW, THEREFORE, in consideration of the covenants hereinafter to be kept and
preformed, the COUNTY and the LICENSEE agree that the LICENSEE shall manage and
schedule recreational, cultural, and related activities as follows: U
U
1. PREMISES. The premises which are the subject of this Agreement are the auditorium,
the green rooms, and lobby portion of the MEN Building, with access to bathrooms, and
landscaped grounds, located at 102050 Overseas Highway, Key Largo, Florida. U)
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2. TERM. The term of this Agreement shall be a five (5) year period commencing March
18, 2017, and terminating on March 17, 2022. On or before the end of the term of this U
Agreement, the COUNTY shall consider the regular reports of LICENSEE regarding their uses
and participation by the public, and COUNTY staff information regarding any issues, including
but not limited to, adequacy of LICENSEE's insurance coverage, facility maintenance, and
utility costs in excess of fees received from LICENSEE. The COUNTY, in its discretion, may Wi
extend this Agreement for a time period to be determined upon determining that the uses of the
Premises by LICENSEE are in the best interest of the public, and upon written approval by both
parties. Any extension of this Agreement may modify the terms of this Agreement as set forth in
writing and executed by both parties.
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3. USE OF PREMISES. The MEN Building shall be actively used to provide recreational, r_
cultural, and related programs for the Upper Keys area on a coordinated basis with COUNTY I-
staff to insure that no COUNTY government functions are displaced as a result of programs U_
scheduled by LICENSEE. During the operation of programs, the LICENSEE will be held
responsible for reasonable supervision of the programming area, including security against
predators for children and the elderly for any programs provided for same. If the LICENSEE
observes any activity which it reasonably believes to be a nuisance or an illegal activity,
including alcoholic beverages or unlawful narcotics being possessed, used, or consumed by
persons on the premises, the LICENSEE will promptly contact the Public Works representative
listed in Section 28 of this Agreement and the Monroe County Sheriffs Office. LICENSEE may i
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serve liquor on the premises only at such functions as it provides the COUNTY with a liquor
license and evidence of liquor liability insurance coverage with the COUNTY being named as an `i
additional insured.
4. HOURS OF OPERATION. LICENSEE's programs are not limited to the hours that the
MEN Building is regularly open. LICENSEE's programs shall take place only during the hours
scheduled in advance between the parties and approved in advance in writing by the COUNTY
Administrator or his designee. Arrangements will be made by the COUNTY to provide the
LICENSEE with keys to the front door, the auditorium and to the outside doors to the restrooms,
as well as access to the technical booth for use of the lighting equipment. Other audio/visual
MEN License Friends KLCC April 2017 2
Packet Pg.4993
equipment in the technical booth is expressly reserved for COUNTY purposes and shall not be
moved, operated, or otherwise accessed by LICENSEE without prior written approval by the
County Administrator or his designee for specified uses on an event-by-event basis, for which
County staff will activate and deactivate the equipment remotely. LICENSEE may use the
COUNTY's facilities use form to request specific permissions for equipment use.
5. SCHEDULING OF ACTIVITIES. For purposes of this Agreement, the term "activities"
shall include performances, programs, events and any other term related to FRIENDS' use of the
Premises. LICENSEE will schedule all its activities at the MEN Building in coordination with
the COUNTY's Facilities Maintenance coordinator for the MEN Building and secure a written
schedule approved in writing by the COUNTY Administrator before the FRIENDS' programs or
events are performed at the MEN Building. LICENSEE acknowledges that the MEN Building is U
a government building with a COUNTY Commission meeting room doubling as an auditorium
for cultural uses and that the COUNTY has routine use of the MEN Building for meeting
purposes as well as many government functions, such as the issuance of building permits, L-
meetings between COUNTY staff and other governmental agencies, as well as members of the
public. The LICENSEE will be exempt from liability for incidents not directly related to
LICENSEE scheduled activities and/or events, unless due to its negligence or omission. Further, U
LICENSEE agrees to the COUNTY having the right to take precedence in scheduling authorized U
activities or events, with notice by the COUNTY to LICENSEE prior to the time that the U
LICENSEE has begun to advertise an event(s) and/or prior to the time that LICENSE has made
financial commitments for the event(s) unless a governmental agency needs the building for
purposes of responding to an imminent or existing disaster. In the event that a governmental
entity needs to use previously scheduled facilities of the MEN Building, COUNTY will make Wi
every reasonable effort to reschedule the LICENSEE'S event at the LICENSEE's convenience.
LICENSEE and COUNTY acknowledges that the COUNTY regular Commission meetings are
scheduled at the MEN Building on the third Wednesdays and Thursdays of August, November,
February, and May; and at least one (1) budget hearing is scheduled in August or September of -
each year at the MEN building. In addition, LICENSEE acknowledges that COUNTY use of the U)
MEN Building is required during scheduled public elections. LICENSEE shall not schedule any
events during these times and shall coordinate scheduling of all other events with the Facilities
Maintenance coordinator so that the LICENSEE does not schedule an event for a date already
scheduled for another use.
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6. FEES AND PROGRAMS. LICENSEE shall establish its program fees, and shall provide
such information to COUNTY in its annual reports. No participant will ever be turned away
from the LICENSEE'S programs unless such participant fails to pay the applicable fees for such
program or fails to meet program eligibility and participation requirements. Should the
LICENSEE decide to establish program eligibility requirements (such as residency, medical L01
condition, age, etc.), the requirements shall be drafted and submitted to the COUNTY and shall vi
not be effective until approved in writing by the County Administrator or the Board of County
Commissioners. The LICENSEE agrees to offer programs at reasonable rates and to allow all
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persons into their programs as long as they pay the required fees.
7. CONCESSION STAND. The LICENSEE shall operate the concession stand located at
the MEN Building during its scheduled activities. The LICENSEE may also operate the
concession stand during scheduled activities of other community groups (co-operating group),
which are given permission for use by the COUNTY for cultural, educational, charitable and
social events for which the co-operating group has requested LICENSEE to provide the
concessions. The co-operating group shall indicate in its facilities use application its intent to
MEN License Friends KLCC April 2017 3 Packet Pg.4994
V.1.d
use the concession stand and to have the LICENSEE operate it for the cooperating group's event.
If the decision by the cooperating group to use LICENSEE's services for this purpose is made
after submission of the application, the cooperating group shall provide the Facilities
Maintenance coordinator information about the use of the concession stand by LICENSEE at
least three (3) calendar days prior to the event. COUNTY may also operate the concession stand
at times other than when LICENSEE or a cooperating group has a scheduled activity on the
Premises. It is therefore necessary that both parties coordinate uses and secure any equipment or .
products which it does not intend for the other party to use. Commodities to be sold at the
concession stand shall and must be sold at prices comparable with other like concessions in the
Florida Keys. No items may be sold in glass containers. The LICENSEE will furnish all
necessary equipment and furnishings that it needs to operate the concession stand, and upon
termination of this Agreement, all such equipment and furnishings will become the property of U
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the LICENSEE. The COUNTY has installed all electrical wiring and plumbing needed to allow
LICENSEE to have the concession equipment properly installed. Revenues from all sales from
the concession stand and related expenditures shall be included in the LICENSEE's annual L_
reports to the COUNTY.
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8. PROGRAM REVENUES/CONCESSION REVENUES. LICENSEE shall provide 2
COUNTY with an annual report of revenues generated at the MEN Building. The annual reports U
shall include revenues and expenditures related to the LICENSEE's activities at and use of the U
MEN Building, and shall include statistical information including, but not limited to: the
numbers of attendees at the programs sponsored by LICENSEE, number of hours/time duration
of each event, performers and other participants in the provision of the programs at the MEN
Building. It is the intent of both parties that costs related to increased maintenance and repairs of Wi
the MEN Building, due to the increased use by LICENSEE, not be borne by county-wide 0'
taxpayers but shall be paid by LICENSEE. The LICENSEE shall not be responsible for ordinary
wear and tear of the facilities. All LICENSEE revenue records and accounts for programs at the
MEN Building must be kept according to generally accepted accounting principles and made -
available during regular business hours (Monday-Friday, 9:00 a.m. - 5:00 p.m., holidays U)
excepted) to auditors employed by either Monroe COUNTY or the State of Florida. The
LICENSEE shall be given reasonable notice of the request for review of the revenue records and ,
accounts for programs. If an auditor employed by the COUNTY or the State determines that the
LICENSEE records and accounts contain substantial and material misrepresentations and/or
substantial and material omissions of revenue generated at the MEN Building, the COUNTY
may terminate this Agreement immediately for cause.
9. REIMBURSEMENT TO COUNTY FOR CERTAIN COSTS. During the initial term of
this Agreement, LICENSEE shall reimburse COUNTY for costs, if any of personnel necessary
to accommodate the opening, closing, and cleaning of the MEN Building at times other than LO
regularly scheduled hours of the personnel. Further, should any act or omission of LICENSEE vi
result in damage to the Premises, FRIENDS will reimburse the COUNTY for its costs upon
presentation of an invoice and supporting documentation for repairs. Any extension of this
Agreement shall incorporate any other reimbursement or fees that LICENSEE shall be required
to provide. LICENSEE is authorized to directly hire County employees to accommodate the
opening, closing and cleaning of the MEN Building, but shall also be authorized to hire non-
County personnel to handle necessary cleaning. In the event that LICENSEE hires any County
employees for any services to be performed at the MEN Building, the employee shall be required
by LICENSEE to sign a notarized statement that he/she understands that he/she is being hired by
LICENSEE as an,independent contractor and therefore the individual employee cannot use any
supplies or equipment that the employee would use in his/her County job, and the employee
MEN License Friends KLCC April 2017 4 Packet Pg.4995
V.1.d
cannot work for LICENSEE in any manner that interferes with his/her County job, in accordance
with County Personnel Policies and Procedures.
10. UTILITIES. The LICENSEE shall pay to the COUNTY a facility charge of Ten and
28/100 ($10.28) Dollars per hour of usage of the building which includes utilities. This facility
charge shall be adjusted annually, during the term of this Agreement and any extension thereof,
in accordance with the Monroe County Board of County Commissioners Policy for Use of Public E
Facilities, Roads, Bridges, County Meeting Rooms, and Theater facilities charges.
X
11. SIGNAGE. The LICENSEE shall install signs only upon approval, in writing, by the
Building Administrator, contingent upon LICENSEE receiving any necessary permits from the
Growth Management Division, Building Department, as well as appropriate approvals and U
clearances from utility companies, if needed.
12. COMPLAINTS. LICENSEE shall inform COUNTY immediately of any incidents, L-
accidents, and calls to law enforcement, and shall cooperate in any investigation of complaints
about the use or condition of the MEN Building.
2
13. IMPROVEMENTS. The COUNTY may remodel, renovate, or reconstruct any part of
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the Premises; provided that if such remodeling, renovation, or reconstruction prevents or U
materially interferes with the LICENSEE'S use of the Premises, LICENSEE shall be given
notice at least sixty (60) days in advance of the commencement of the remodeling, renovation, or
reconstruction, and shall give notice to LICENSEE of prospective project upon issuing a
competitive selection solicitation for any work which could disrupt the scheduled events, which Wi
should be in the range of one hundred twenty (120) to one hundred eighty (180) days in advance
of commencement of the project. The COUNTYshall consider the existing schedule for the use
of the Premises in timing the remodeling, renovation, or reconstruction of any part of the
Premises. In addition, the COUNTY is responsible for all resurfacing and major work at the -
MEN Building. The LICENSEE may only make such improvements as are approved by the U)
COUNTY in writing.
14. MAINTENANCE. COUNTY staff will perform and be responsible for all maintenance
of the buildings, improvements, and grounds at the MEN Building and will maintain and stock
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the bathrooms daily. To the extent set forth under Florida Statutes, Section 768.28, the
COUNTY will accept any and all responsibility for accidents and incidents related to
maintenance, repairs, and renovation of the facility unless caused by LICENSEE'S negligence.
T-
In the event that the LICENSEE observes any conditions on site which it reasonably believes are Q
dangerous, the LICENSEE shall promptly contact the Public Works representative indicated in I-
T-
Section 28 of this agreement. L01
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15. FUNDRAISING. All fees charged and funds raised in connection with the FRIENDS'
activities at the MEN Building shall be accounted for and reported to the COUNTY in the
LICENSEE's annual report. LICENSEE shall provide to COUNTY financial records for all
income and expenditures in its annual report. Any funds collected by the LICENSEE through
program fees and fundraising activities at the MEN Building shall be used for funding future
events or to benefit the MEN Building. While the LICENSEE agrees that all fees and funds
raised shall be used to produce services and programs or to benefit the MEN Building, it shall be
the choice of the LICENSEE as to how the funds contributed to the COUNTY shall be used.
Alternatively, the LICENSEE shall be permitted to use the fees and funds raised for purchasing
equipment or other items that are then contributed to the COUNTY. The LICENSEE will be
MEN License Friends KLCC April 2017 5 Packet Pg.4996
V.1.d
responsible for the collection of the above-mentioned fundraising and fees, but shall have no
obligation to pursue any person for collection of bounced checks or other non-payment. Any
audit by COUNTY or its agents which discloses improper application of such funds to any use
other than the uses permitted by this Agreement shall be paid to COUNTY by the LICENSEE. It
is also understood that the LICENSEE may use a reasonable portion of the fees and funds for
expenditures including, but not limited to, expenses such as office rent for an office off of the
Premises of the facility or facility usage fees and/or rent for events which cannot be scheduled at E
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the MEN Building. The LICENSEE may also conduct charitable events on its own or in co-
operation with other not-for-profit entities and use the fees and fundraising related to the
charitable event for the benefit of the stated charitable purpose of the FRIENDS and/or the not-
for-profit entities for which the events are produced.
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16. ACCOUNTING/INSPECTION OF BOOKS/ANNUAL AUDIT. The LICENSEE shall
maintain its financial records in accordance with generally accepted accounting principles and
allow the COUNTY to inspect its books and records at any reasonable time upon reasonable L_
advance notice, generally 9:00 AM to 5:00 PM, Monday through Friday, upon at least ten (10)
calendar days' notice, unless otherwise arranged through mutual accord. The LICENSEE shall
provide a copy of its annual IRS Form 990 within one (1) week of it being filed with the Internal
Revenue Service. The LICENSEE shall retain all records pertaining to this Agreement for a
U
period of four (4) years after the term expires. U
17. CANCELLATION/TERMINATION. Either party may give notice to the other party of
breach of the terms of this Agreement. If the noticed breach is not cured within thirty (30) days
of receipt of the notice, the non-breaching party may terminate the Agreement effective fifteen Wi
calendar days after notice that the breach has not been cured and notice of the termination. Any
waiver by either party of any covenants of this Agreement shall not be deemed or considered to
be a continuing waiver and shall not operate to bar or prevent either party from declaring a
forfeiture for any succeeding breach either of the same conditions or of any other conditions. -
Either party may cancel this agreement without cause by providing at least one hundred eighty U)
(180) days prior written notice to the other party. All contractual obligations of either party
remain in full force up to the effective date of termination. Both parties shall remain liable after
termination of this Agreement for all obligations, including but not limited to, any outstanding
payments, through the effective date of termination.
18. RETURN OF PREMISES. At the end of the term of this Agreement or any extensions
thereof, the LICENSEE shall vacate and peacefully surrender the premises to the COUNTY.
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19. INDEPENDENT LICENSEE. At all times and for all purposes hereunder, the
LICENSEE is an independent LICENSEE and not an employee of the Monroe County Board ofLO
i
COUNTY Commissioners. No statement contained in this management Agreement shall be
vi
construed so as to find the LICENSEE or any of its employees, licensees, servants, or agents to
be employees of the Board of County Commissioners.
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20. INDEMNIFICATION AND HOLD HARMLESS. The LICENSEE covenants and agrees
to indemnify and hold harmless Monroe County Board of County Commissioners, its officers,
agents, servants and employees, from any and all claims for bodily injury (including death),
personal injury, and property damages (including property owned by Monroe County), ordinary
wear and tear excepted, and any other losses, damages, and expenses (including reasonable
attorney's fees) which arise out of, in connection with, or by reason of services provided by the
LICENSEE or any of its sub-licensee(s) in any tier, occasioned by the negligence, errors, or
MEN License Friends KLCC April 2017 6 Packet Pg.4997
. V.1.d
other wrongful act or omission of the LICENSEE or its sub-licensees in any tier, their
employees, or agents except to the extent the claims, actions, cause of action, litigation,
proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of
the COUNTY or any of its employees, agents, contractors or invitees (other than LICENSEE).
In the event that the LICENSEE's service is delayed or suspended as a result of the
LICENSEE'S failure to purchase or maintain the required insurance, the LICENSEE shall
indemnify the COUNTY from any and all increased expenses resulting from such delay. The E
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first ten dollars ($10.00) of remuneration paid to the LICENSEE is for the indemnification
provided above. The extent of liability is in no way limited to, reduced, or lessened by the
insurance requirements contained elsewhere within this Agreement. Insofar as the claims,
actions, causes of action, litigation, proceedings, costs, or expenses relate to events or
circumstances that occur during the term of this Agreement, this section will survive the U
expiration of the term of this Agreement or any earlier termination of this Agreement.
21. INSURANCE. Prior to the LICENSEE commencing its operations at the MEN Building
0
under this Agreement, the LICENSEE shall obtain, at its own expense, insurance as follows:
a. General Liability Insurance. Coverage shall be maintained throughout the life of this
Agreement and include, at a minimum:
U
• Premises Operations U
• Products and Completed Operations _
• Blanket Contractual Liability
• Personal Injury Liability
• Expanded Definition of Property Damage 0�
• Liquor Liability
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
4-
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If split limits are provided, the minimum limits acceptable shall be: U)
$ 500,000 per Person
$1,000,000 per Occurrence
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$ 100,000 Property Damage
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An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its
provision should include coverage for claims filed on or after the effective date of this
Agreement. In addition, the period for which claims may be reported should extend for a
minimum of twelve (12) months following the acceptance of work by the COUNTY. Ci
The Monroe COUNTY Board of COUNTY Commissioners shall be named as AdditionalLO
Insured on all policies issued to satisfy the above requirements. vi
b. Vehicle Liability Insurance. Recognizing that the work governed by this Agreement
requires the use of vehicles, the LICENSEE, prior to commencement of work, shall obtain
Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the Agreement
and include, as a minimum, liability coverage for:
• Owned, Non-Owned, and Hired Vehicles
The minimum limits acceptable shall be:
MEN License Friends KLCC April 2017 7 Packet Pg.4998
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per Person
$1,000,000 per Occurrence
$ 100,000 Property Damage
The Monroe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements.
c. Workers' Compensation. Prior to commencement of work governed by this
Agreement, the LICENSEE shall obtain Workers' Compensation Insurance with limits sufficient U
to respond to the applicable state statutes or provide COUNTY with a notarized statement that
the LICENSEE has no employees. All extensions of this Agreement shall require that this
statement or proof of insurance be provided at the time of extension. L_
4-
d. Employer's Liability Insurance. The provision in sub-section c, above, for a
notarized statement that LICENSEE has no employees, shall apply to this requirement until such
time as LICENSEE does hire any employee, at which time, the LICENSEE shall obtain
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Employers' Liability Insurance with limits of not less than: U
$500,000 Bodily Injury by Accident
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$500,000 Bodily Injury by Disease, policy limits
$500,000 Bodily Injury by Disease, each employee Wi
Coverage shall be maintained throughout the entire term of the Agreement.
Coverage shall be provided by a company or companies authorized to transact business in the
State of Florida and acceptable to the COUNTY. U)
The LICENSEE shall maintain the required insurance throughout the entire term of this ,
management Agreement and any extension specified in the attached schedules. Failure to comply
with this provision may result in the immediate termination of the management Agreement and
the return of all property owned by the COUNTY.
The LICENSEE shall provide to the COUNTY, as satisfactory evidence of the required
insurance, either a certificate of insurance or a certified copy of the actual insurance policy.
i
The COUNTY, at its sole option, has the right to request a certified copy of any or all insurance L01
policies required by this Agreement. Q
vi
All insurance policies must specify that they are not subject to cancellation, non-renewal,
material change, or reduction in coverage unless a minimum of thirty (30) days prior notification
is given to the COUNTY by the insurer.
The acceptance and/or approval of the LICENSEE'S insurance shall not be construed as
relieving the LICENSEE from any liability or obligation assumed under this management
Agreement or imposed by law.
MEN License Friends KLCC April 2017 8 Packet Pg.4999
V.1.d
The Monroe County Board of County Commissioners will be included as an "Additional
Insured" on all policies including the policies of all organizations utilizing the MEN Building for
scheduled programs. Subject to review and agreement by the LICENSEE'S insurance carrier, the
COUNTY will also be named as "Loss Payee" with respect to Fire Legal Exposure.
Any deviations from these General Insurance Requirements must be requested in writing on the
COUNTY prepared form entitled "Request for Waiver of Insurance Requirements" and .
approved by Monroe County Risk Management.
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22. COMPLIANCE WITH LAW. In providing all services pursuant to this management
Agreement, the LICENSEE shall abide by all statutes, ordinances, resolutions, and rules and
regulations pertaining to or regulating the provisions of such services, including those in effect U
U
and those hereinafter adopted. Any violation of said statutes, ordinances, resolutions or rules and
regulations shall constitute a material breach of this Agreement and shall entitle the COUNTY to
terminate this Agreement if such breach remains uncured thirty (30) days after delivery of
0
written notice of termination to the LICENSEE. The COUNTY may thereupon remove from the
Premises any personal property of the LICENSEE
2
23. PROFESSIONAL RESPONSIBILITY/LICENSING/ARTICLES OF INCORPORATION.
The LICENSEE shall maintain Directors and Officers errors and omissions insurance. Upon U
execution of this License Agreement, the LICENSEE will provide the COUNTY with a copy of
its Articles of Incorporation and a list of its Board of Directors.
X
24. NO ASSIGNMENT. The LICENSEE shall not assign this Agreement except in writing Wi
and with prior written approval of the Board of County Commissioners, which approval shall be
subject to such conditions and provisions as the Board may deem necessary. Any assignment of
this Agreement is subject to sixty (60) days prior written notice to the COUNTY, which shall
agree to the assignment in writing before it is effective. This Agreement shall be incorporated by -
reference into any assignment and any assignee shall comply with all provisions herein. Unless U)
expressly provided for therein, such approval shall in no manner or event be deemed to impose
any additional obligation upon the COUNTY.
i
25. NON-DISCRIMINATION. COUNTY and LICENSEE 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 and LICENSEE agree to comply with all Federal and Florida statutes, and all
local ordinances, as applicable, relating to nondiscrimination. These include but are not limited
to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on L01
the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as vi
amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of Zi
sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which
prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as
amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The
Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to
nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and
Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616) as amended,
relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health
Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-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
MEN License Friends KLCC April 2017 9 Packet Pg. 5000
V.1.d
1968 (42 USC s. et seq.) as amended, relating to nondiscrimination in the sale, rental or
financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note, as
maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10)
Any other nondiscrimination provisions in any federal or state statutes which may apply to the
parties to, or the subject matter of, this Agreement; Monroe County Code Ch. 13, Art. VI,
prohibiting discrimination on the basis of race, color, sex, religion, disability, national origin,
ancestry, sexual orientation, gender identity or expression, familial status or age. 11) Any other E
nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or
the subject matter of, this Agreement.
26. AUTHORIZED SIGNATORY. The signatory for the LICENSEE, below, certifies and
warrants that: U
a) The LICENSEE'S name in this management Agreement is its full name as
designated in its corporate charter, if a corporation, or the full name under which
LICENSEE is authorized to do business in the State of Florida. 0
b) He or she is empowered to act and contract for the LICENSEE.
c) This Agreement has been approved by the Board of Directors of the LICENSEE.
U
27. NOTICE. Any notice required or permitted under this Agreement shall be in writing and U
hand-delivered, delivered by a courier service with overnight delivery and signed receipt, or
mailed, postage pre-paid, by certified mail, return receipt requested, to the other party as follows:
X
FOR COUNTY FOR LICENSEE i
Monroe County Public Works Nola Aker
1100 Simonton St., Rm. 2-231 P. O. Box 371688
Key West, Florida 33040 Key Largo, Florida 33037
4-
And And U)
Monroe County Administrator Linda M Kaplan, Esq.
1100 Simonton St., Rm. 2-205 9500 S. Dadeland Blvd., Suite 703
Key West, FL 33040 Miami, Florida 33156
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28. CONTACT PERSONS. The following, or their designees, are the contact persons in
connection with this License Agreement:
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FOR COUNTY FOR LICENSEE
Robert Glassmer, Building Administrator Nola Aker L01
Office Phone: 305-852-7161 Phone: 305--916-8373
vi
Cell Phone: 305-797-1466
If not available: If not available:
Public Works Division Linda M Kaplan
Office Phone: 305-292-4416 Office Phone 1-305-670-7665
Or Cell Phone 1-305-978-6256
County Administrator's Office Home Phone 305-396-7000
Office Phone: 305-292-4441
MEN License Friends KLCC April 2017 10 Packet Pg. 5001
V.1.d
And And
Facilities Maintenance Coordinator Linda M. Kaplan, Esq.
88820 Overseas Highway 9500 S Dadeland Blvd., Suite 703
Tavernier, Florida 33070 Miami, Florida 33156
(305) 852-7161 (305) 670-7665
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29. CONSENT TO JURISDICTION. This Agreement shall be construed by and governed
under the laws of the State of Florida and venue for any action arising under this management
Agreement shall be in Monroe County, Florida. This Agreement is not subject to arbitration.
30. NON-WAIVER. Any waiver or any breach of covenants herein contained to be kept and U
performed by either party shall not be deemed or considered as a continuing waiver and shall not
operate to bar or prevent the other party from exercising any of its remedies under this
Agreement, at law or in equity for any succeeding breach, either of the same condition or L_
covenants or otherwise.
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31. FUNDING AVAILABILITY. In the event that COUNTY incurs increased costs for 0
utilities, maintenance and repairs beyond the amounts budgeted in the Facilities Maintenance _J
portion of the Public Works budget, then COUNTY shall give notice to LICENSEE of the lack U
of funding and work with LICENSEE to either terminate the Agreement as soon as is feasible
given the existing schedule of events, but no longer than one hundred eighty (180) days, or this
Agreement may be re-negotiated prior to its termination in order for LICENSEE to pay those
costs. 0i
32. PUBLIC ENTITIES CRIME STATEMENT. A person or affiliate who has been placed
on the convicted vendor list following a conviction for public entity crime may not submit a
proposal on a contract to provide goods or services to a public entity, may not submit a proposal -
on a contract with a public entity for construction or repair of a public building or public work, U)
may not submit proposals on leases of real property to a public entity, may not be awarded or
perform work as a LICENSEE, supplier, sub-licensee, 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, FloridaStatutes for CATEGORY TWO for a period of
thirty-six (36) months from the date of being placed on the convicted vendor list.
33. FORCE MAJEURE. If either party shall be delayed or hindered in, or prevented from, the
performance of any work, service, or other act or obligation required under this Agreement to be
performed by such party and such delay or hindrance is due to a strike, lockout, or other labor
difficulty, fire or other casualty, condemnation, war, terrorist or other enemy act, civilLO
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commotion, riot, insurrection, a tropical storm or hurricane watch, warning or evacuation, other
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atypically inclement weather (based on historical weather data), other act of God, the
requirements of any local, state or federal law, rule or regulation or other cause of a like nature
(other than financial) beyond the control of the party so delayed or hindered, then performance of
such work, service or other act or obligation shall be excused for the period of such delay and the
period for the performance of such work, service or other act or obligation shall be extended for
a period equivalent to the period of such delay.
MEN License Friends KLCC April 2017 11 Packet Pg. 5002
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IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its
uLy auI�$ d representative.
(SE BOARD OF COUNTY COMMISSIONERS
e t �IN,MADOK, CLERK OF MONROE COUNTY, FLORIDA
By: �.
eputy Clerk Mayor/Chairman
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Witnesses FRIENDS O THE KEY LARGO
CULTURA TLR, C.
By:
W' ess 1 ld � President
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Printed Name of Witness 1 i
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Printed Name of Witness 2
MONROEE�CpOUNTY ATTORNEY'S OFFICE 0I
n� FPVEDQ S TO OF{M�
PATRICIA EABLES
ASSISTANT COUNTY ATTORNEY
DATE: 4-
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CERTIFICATE 4F LIABILITY INSURANCE OATEfMMIDOiYYYYi5/i6j2D16
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the polley(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu or such endorsemenl(s). C
PRODUCER CON 0
Brenda Monroe u)
Regan Insurance Agency PHONE (305)852-3234 No,,(305)e52-3703
90144 Overseas Hwy. ADD#tEss.bmorsroe@reganinsuranceinc.com
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INSURERS AFFORDING COVERAGE NAIL•
Tavernier FT. 33070 IN RER A Mount: Vernq-P—FirA Infurance Cc 26522
INSURED
INSURER e
Friends of the Key Largo Cultural Center Inc INSURER L3
PO Box 371688 INSURER 0: L3
INSURER s:
Key Largo FL 33037 M R F
COVERAGES CERTIFICATE NUMBER:16-17 GL c Liquor REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD 0
INDICATED NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. ()
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS C
LTR TYPE OF INSURANCE =r=a PO NUMBER QFP 6%P LIMITS LJ
X COMMERCIAL GENERAL LIABLITY 1,000,000
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A CLAIMS-MADE I ^I OCCUR f� 100,000 L)
X I18P15if 1311E d/S/20i6 Sjt/2017 KEDEXp �p mn 3 5,000 L)
FERSONAL&ADV INJURY 3 1,000,000
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GENE AGGREGATE UNIT APPLIES PER GENERAL AGGREGATE 3 2.000,000 `tl'
X POLICY El LOC PRODUCTS-COMP/OP A17JC"i S included U
OTHER- Aouse d Moiesbeon s 100,ODO
AUTOMOe1LE UARtUW COMORO SINGLE UNIFT t
ANY AUTO AP PR ED ISK M�A EIAENT t?IOgLY INJURY(Per pendn)
ALL OWNED SCHEDULED
tVJOILY INJURY(Per wckhrnt) S
Auras AUTOS
BY }rt)yT� S - ®I
HIRED AUTOS AUTOS
UMBRELLA Las arcuR Jail
WAIVER A YES EAg-t{ '0
EXCESS LIAR t,U IAS,MADF AGGREGATE S
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WORMERS COMPENSATION P H-
ANDOWL01Tp19UAIUUTY YIN
ANY PROPRIE TDRIPAR TNERJEACCUTIVE �'"--C' MIA E L,EACH ACCIDENT 'E _ tl
OFFICLRJMEMHER FX U()E(r
(Mandatory In NH) EL.DISEASE•EA EMPLOYE S
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SCRIP ION OF OPERATIONS oolrnn EL.DISEASE-POLICY UMrT S
A Liquor Liability CL2559026e 11/e/"1i 4/e/2017 $1,000,000
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DESCRUKION OF OPERATIONS J LOCATIONS 1 VEHICLES(ACORD 101,AdtlXlonal Remarks Schedule,may be anached 0 Mora apace 1s required)
Cultural organization/ 6 concerts included/ Indoor Summer Carp Arts 6 Science
Certificate holder is shown as an additional insured per policy Po d, o ti rl
1 liutations and CIexclusions. BYto
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WANEt3 = CD
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CERTIFICATE HOLDER CANCELLATION
(305)295-3179
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Monroe County BOCC THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
PO Box 1026 ACCORDANCE WITH THE POLICY PROVISIONS.
May West, FL 33041-1026
AUTHORIZED REPRESENTATIVE
01911111-2014 ACORD CORPORATION. All rights reserved.
ACORD 26(2014101) The ACORD name and logo are registered marks of ACORD
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Packet Pg. 5004
HOLD HARMLESS AGREEMENT
This agreement entered into by and between MONROE COUNTY, FLORIDA, a political
subdivision of the State of Florida, herein "COUNTY", and Friend's of the Key Largo Cultural o
Center whose address is 102050 Overseas Highway Key Largo, Fl 33037 hereinafter "EVENT
SPONSOR": E
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That for and in consideration of the understanding hereinafter set forth the parties do agree and E
covenant as follows:
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1. That in and for the consideration of permission to use certain public roads or other public
property, more particularly described as follows: Murray Nelson Government and Cultural
Center for the purpose of conducting various events for the general public , more particularly
described as follows: multiple civic and public events reguiripg the use of the theater and-RA
on the calendared days from June S'h 2017 to June 8 2018. from scheduled limes of any 0
Friends event, the EVENT SPONSOR does hereby agree to indemnify the COUNTY in to for
any and all claims or liabilities that may arise out of the above described event.
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2. That, in addition to indemnification described in Paragraph One,the EVENT SPONSOR U
does hereby agree to hold the COUNTY harmless in all respects concerning the event described
in Paragraph One and will defend any and all causes of action or claims and will, further,pay the
cost of any attorney's fees incurred by the COUNTY arising out of the event described in
Paragraph One. -.
O anization
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By: r4lb.., U)
Of the above and duljauthorized to
execute this agreement.
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State of Florida E
County of Monroe
SUIJSCRIBED ANQ SWORN to(or affirmed before me)on l day of 1 201-
ByW1CA,+At)ACCW (Event Contact Person),he/she i onally own me or has �,
produced (type of identification)as ides Lion.
om���� LO
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Notary Public �_ ��+yDiCG DROWNvi
i1Y COMMISSION�FFl09632 �
a� E.Ki7N[S.Juh 31,3DFN
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