05/21/2003 Agreement
AGREEMENT
THIS AGREEMENT, made this 21st day of May, 2003 by and between the Board of County Commissioners of
Monroe County, Florida (hereinafter referred to as BOCC) and the Florida House of Representatives, Ken Sorensen,
Ph.D. (hereinafter referred to as State Representative), an elected official with the State of Florida.
WHEREAS, the BOCC leases premises to other governmental agencies serving the County community; and
WHEREAS, State Representative has requested use of County office space; and
WHEREAS, The BOCC has detennined that it is in the best interests of Monroe County to provide
approximately 191 square feet of office space at the Marathon Government Center Annex, located on 63rd Street in the
City of Marathon;
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the parties agree as
follows:
1. Contract Tenn TIUs agn:emenl is fur the period COUUIII:Ilcing <gJ, }o3. and tenoi~"ng on ~oS--
2. BOCC ReSDonsibilitv. The BOCC shall direct its Administrator, Department Heads, County Attorney
and staff to provide certain facilities and support to the State Representative as can be provided
without requiring an increase in personnel or any purchase or lease of real property.
3. RelationshiD of Parties. The State Representative is, and shall be, in the performance of all works,
services, and activities under this Agreement, an independent state agency, and not an employee,
agent or servant of the BOCC. The State Representative shall exercise control, direction, and
supelVision over the means, manner personnel and volunteers through with it performs the work.
Although this Agreement is a cooperative agreement, similar in many respects (but not all) to a
partnership, the State Representative shall have no authority whatsoever to act on behalf and/or as
agent for the BOCC in any promise, agreement or representation other than specifically provided for
in this agreement The BOCC shall at no time be legally responsible for any negligence on the part of
the State Representative, its employees, agents or volunteers resulting in either bodily or personal
injury or property damage to any individuaL property or corporation.
4. Modification. Additions to, modification to, or deletions from the provision of this contract may be
made only in writing and executed by the BOCC. No modification shall become effective without
written approval of both parties.
5. Breach and Penalties. The parties agree to full performance of the covenants contained in the
contract. Both parties reselVe the right, at the discretion of each, to terminate the services in this
contract for any misfeasance, malfeasance or nonperformance of the contract terms or negligent
performance of the contract terms by the other party. Any waiver of any breach of covenants herein
contained shall not be deemed to be a continuing waiver and shall not operate to bar either party from
declaring a forfeiture for any succeeding breach either of the same conditions or covenants or
otherwise.
6. Indemnification and Hold Harmless. The parties to this agreement stipulate that each is a state
governmental agency as defined by Florida Statutes and represents to the other that it has purchased
suitable Public Liability, Vehicle Liability, and Workers' Compensation insurance, or is self-insured,
in amounts adequate to respond to any and all claims within the limitations of Florida Statute 768.28
and 440, arising out of the activities governed by this agreement.
Each party shall be responsible for any acts of negligence on the part of its employees, agents,
contractors, and subcontractors and shall defend., indemnify and hold the other party harmless from all
claims arising out of such actions.
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7. Laws and Regulations.
ID This Agreement shall be construed by and governed under the laws of the State of Florida
unless in an area of law pre-empted by federal law. The State Representative agrees for
venue of any dispute to lie in Monroe County, Florida.
Q} The State Representative shall comply with all federal, state and local laws and ordinances
applicable to the work or payment for work thereof, and shall not discriminate on the
grounds of race, color, religion, sex, age or national origin in the performance of work under
this Agreement.
g Any violation of said statutes, ordinances, roles, regulations and executive orders shall
constitute a material breach of this Agreement and shall entitle the BOCC to terminate this
Agreement immediately upon delivery of written notice to the State Representative.
8. Taxes. The BOCC is exempt from Federal, Excise and State of Florida Sales Tax.
9. Finance Charges. The BOCC will not be responsible for any :finance charges.
10. Severability. If any provision of this contract shall be held by a court of competent jurisdiction to be
invalid or unenforceable, the remainder of this contract, or the application of such provision other than
those as to which it is invalid or unenforceable, shall not be affected thereby; and each provision of
this contract shall be valid and enforceable to the fullest extent pennitted by law.
11. Force Maieure. The State Representative shall not be liable for delay in performance or failure to
perform in whole or in part, the services due to the occurrence of any contingency beyond its It:Cftrtiol
or the control of any of its sub-contractors or suppliers, including labor dispute, strike, labor sli~;
war or act of war, whether an actual declaration thereof is made or not, insurrection, sabotage, rfdf Or
civil commotion, act of public enemy, epidemic, quarantine restriction, accident, fire, explosion,
storm, flood, drought or other act of God, act of any governmental authority, jurisdictional action, or
insufficient supply of fuel, electricity, or materials or supplies, or technical failure where the State
Representative bas exercised reasonable care in the prevention thereof, and any such delay or failure
shall not constitute a breach of the Agreement. The State Representative shall notify the BOCC of
any delay or failure to perform within five (5) days of such action. Upon demand of the BOCC, the
State Representative must furnish evidence of the causes of such delay or failure.
12. Asshmment The State Representative shall not assign, transfer, sublease, pledge, hypothecate,
surrender, or otherwise encumber or dispose of this contract or any estate created by this contract or
any interest in any portion of the same, or pennit any other person or persons, company or corporation
to perform services under this contract without first obtaining the written consent of the BOCC. In
the event of such consent, this agreement shall be binding upon the State Representative's successors
and assigns.
13. Disclosure. The State Representative shall be required to list any or all potential conflicts of interest,
as defined by Florida statutes Chapter 112, Part ill and the Monroe County Ethics Ordinance. The
State Representative shall disclose to the BOCC all actual or proposed conflicts of interest, financial
or otherwise, direct or indirect, involving any client's interest which may constitute a conflict under
said laws.
14. Additional Conditions. The State Representative agrees to accept additional conditions governing the
use of funds or performance of work as may be required by federal, state or local statute, ordinance or
regulation or by other policy adopted by the BOCC. Such additional conditions shall not become
effective until the State Representative bas been notified in writing and no such additional conditions
shall be imposed retroactively.
15. Indeoendent Professional Jud2ment. The State Representative shall at all times exercise independent
professional judgment and shall assume full responsibility for the service to be provided and work to
be completed.
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16. Care of Prooertv. The State Representative shall be responsible to the BOCC for the safekeeping and
proper use of the property entrusted to the State Representative's care, and to process all documents
necessary to continue, without interruptions, any maintenance or service contracts relating to such
equipment for its service life.
17. Ethics Clause. The State Representative warrants that it has not employed, retained or otherwise bad
act on its behalf any former County officer or employee subject to the prohibition of Section 2 of
Ordinance No. 010-1990 or any BOCC officer or employee in violation of Section 3 of Ordinance No.
010-1990. For breach or violation of this provision, the County may, in its discretion, terminate this
contract without liability and may also, in its discretion, deduct from the contract or purchase price, or
othetwise recover, the full amount of any fee, commission, percentage, gift or consideration paid to
the former State Representative or BOCC officer or employee.
18. Termination. Tennination of this Agreement shall occur at the Natural ending date, or earlier should
either party determine that there has occurred any material breach of any covenants herein contained,
or either party othetwise deems it in their best interest to terminate. Termination may be with or
without cause, and shall require written notice to be given to the other party as follows:
a) In the event either party terminates for breach of contract, termination shall be effective at
such time as the terminating party shall declare in its act to terminate for cause, with a
minimum of fourteen days notice in writing required prior to effective termination.
b) In the event either party terminates without cause, the tennination shall not take effect until
at least sixty days subsequent to written notice to the other party, and the effective date of
termination shall be specified in said notice.
19. Full Agreement. This Agreement constitutes the entire and full understanding between the parties
hereto and neither party shall be bound by any representations, statements, promises or agreements
not expressly set forth herein and in duly executed amendments under paragraph 6 hereof.
IN WITNESS WHEREOF, the parties have executed this agreement the day and year first above
<~~~~i BOARD OF COUNTY COMWSSIO~
~~>'n~i5kJLHAGE, Clerk OF MONROE COUNTY, FLORIDA 3: :;;
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FLORIDA HOUSE OF REPRESENT1:TIVES
KEN SORENSEN
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