04/14/1999 Agreement
GRANT OF FUNDS "if, ~ $ ?
This AGREEMENT dated the I iftiday aiM g I L. 1999. is entered into ~~ ~ ~
between the BOARD OF COUNTY COMMISSIONERS FOR MONROE COU~_ co ?1
hereinafter "County," on behalf of the TOURIST DEVELOPMENT COUNCIL, ~?~~) ~ ~
hereinafter "TDC" and the Florida Keys Land & Sea Trust, a Florida not-for-pr~~ z::- g
corporation, hereinafter "Florida Keys Land & Sea Trust." ~. ~ ~ 2?,
WHEREAS, the third penny of Tourist Development Tax may be used tcracquire,
construct, extend, enlarge, remodel, repair, improve, maintain, or promote museums
which are publicly owned and operated or owned and operated by not-for profit
corporations, and
WHEREAS, the County and TDC have determined that it is in the best interests of
. the County, for purposes of promoting tourism and preserving the heritage of the
community, to repair and rehabilitate the premises of the property for use as a museum
open to the public;
NOW, THEREFORE, in consideration of the mutual covenants and payments
contained herein, the Florida Keys Land & Sea Trust and the County have entered into
this agreement on the terms and conditions as set forth below.
1. CONTRACT PERIOD. This agreement is for the period April 14th, 1999 through
September 30th, 2000. This agreement shall remain in effect for the stated period
unless one party gives to the other written notification of termination pursuant to and in
compliance with paragraphs 7,12 and 13 below.
2. SCOPE OF AGREEMENT. The Florida Keys Land & Sea Trust shall contract for
and obtain a battery-operated Tour Trolley. The Florida Keys ~and & Sea Trust shall
insure that the property shall be used as a museum open to the public by entering into
such restrictive covenants, leases, and other contracts as are necessary to effect this
purpose.
3. AMOUNT OF AGREEMENT AND PAYMENT. The County shall provide an
amount not to exceed $9,420.00 to obtain a battery-operated Tour Trolley. The Board
of County Commissioners and the Tourist Development Council assume no liability to
fund this agreement for an amount in excess of this award. Payment shall be made
through reimbursement to Florida Keys Land & Sea Trust upon presentation of
invoices, canceled checks and other documentation to support a claim for
reimbursement, such documentation being subject to requirements of the County's
Finance office. Monroe County's performance and obligation to pay under this contract
is contingent upon an annual appropriation by the BOCC.
4. REPORTS. The Florida Keys Land & Sea Trust shall provide financial
reports in summary of activities related to this agreement on a quarterly basis. If the
agreement extends beyond the end of the fiscal year (September 30th, 1999), the
Florida Keys Land & Sea Trust shall provide a report summarizing the total anticipated
1
expenditures against this agreement on or before September 30, 1999. Said report
shall be provided to the Monroe County Tourist Development Council Administrative
Office no later than August 30th, 1999. The Florida Keys Land & Sea Trust shall keep
such records as are necessary to document the performance of the agreement and
expenses as incurred, and give access to these records at the request of the TDC, the
County, the State of Florida or authorized agents and representatives of said
government bodies. It is the responsibility of the Florida Keys Land & Sea Trust to
maintain appropriate records to insure a proper accounting of all funds and
expenditures. The Florida Keys Land & Sea Trust understands that it shall be
responsible for repayment of any and all audit exceptions which are identified by the
Auditor General for the State of Florida, the Clerk of Court for Monroe County, the
Board of County Commissioners for Monroe County, or their agents and
representatives. In the event of an audit exception, the current fiscal year grant award
or subsequent grant awards will be offset by the amount of the audit exception. In the
event the grant is not renewed or supplemented in future years, the Florida Keys Land
& Sea Trust will be billed by the County for the amount of the audit exception and shall
promptly repay any audit exception.
5. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the
terms of this agreement shall be only amended in writing and approved by the Board of
County Commissioners for Monroe County.
6. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder,
the Florida Keys Land & Sea Trust is an independent contractor and not an employee
of the Board of County Commissioners of Monroe County. No statement contained in
this agreement shall be construed as to find the Florida Keys Land & Sea Trust or any
of its employees, contractors, servants or agents to the employees of the Board of
County Commissioners of Monroe County, and they shall be entitled to none of the
rights, privileges or benefits of employees of Monroe County.
7. COMPLIANCE WITH LAW. In carrying out its obligations under this
agreement, the Florida Keys Land & Sea Trust shall abide by all statures, ordinances,
rules and regulations pertaining to or regulating the provisions of this agreement,
including those now in effect and hereafter adopted. Any violation of said statutes,
ordinances, rules or regulations shall constitute a material breach of this agreement and
shall entitle the County to terminate this contract immediately upon delivery of written
notice of termination to the Florida Keys Land & Sea Trust.
8. RESTRICTIONS ON CONTRACTS ENTERED PURSUANT TO THIS
AGREEMENT. The Florida Keys Land & Sea Trust shall include in all contracts funded
under this agreement the following terms:
a) Anti-discrimination. The Florida Keys Land & Sea Trust agrees that they will
not discriminate against any employees or applicants for employment or against
persons for any other benefit or service under this agreement because of their race,
2
color, religion, sex, national origin, or physical or mental handicap where the handicap
does not affect the ability of an individual to perform in a position of employment, and to
abide by all federal and state laws regarding non-discrimination.
b) Authority. Each of the signatories for the firm below certifies and warrants
that:
c) The firm's name in the agreement is the full name as designated in its
corporate charter, and b) they are empowered to act and contract for the Florida Keys
Land & Sea Trust and c) this agreement has been approved by the Florida Keys Land
& Sea Trust Board of Directors.
d) Licensing and Permits. The Florida Keys Land & Sea Trust warrants that it
shall have, prior to commencement of work under this Agreement and at all times
during said work, all required licenses and permits whether federal, state, County or
City.
9. HOLD HARMLESSIINDEMNIFICATION. The Florida Keys Land & Sea Trust
hereby agrees to indemnify and hold harmless the BOCCfTDC and any of its officers
and employees from and against any and all claims, liabilities, litigation, causes of
action, damages, costs, expenses (including but not limited to fees and expenses
arising from any factual investigation, discovery or preparation for litigation), and the
payment of any and all of the foregoing or any demands, settlements or judgments
arising directly or indirectly under the scope of this agreement.
10. ANTI-DISCRIMINATION. The Florida Keys Land & Sea Trust agrees that
they will not discriminate against any of their employees or applicants for employment
or against persons for any benefit or service because of their race, color, religion, sex,
national origin, or physical or mental handicap where the handicap does not affect the
ability of an individual to perform in a position of employment, and to abide by all federal
and state laws regarding non-discrimination.
11. ANTI-KICKBACK. The Florida Keys Land & Sea Trust warrants that no
person has been employed or retained to solicit or secure this agreement upon an
agreement or understanding for a commission, percentage, brokerage or contingent
fee, and that no employee or officer of the County or TDC has any interest, financially
or otherwise, in Florida Keys Land & Sea Trust, except for general membership in
Florida Keys Land & Sea Trust. For breach or violation of this warranty, the County
shall have the right to annul this contract without liability or, in its discretion, to deduct
from the contract price or consideration, the full amount of such commission,
percentage, brokerage or contingent fee.
12. TERMINATION. This agreement shall terminate on September 30, 2000.
Termination prior thereto shall occur whenever funds cannot be obtained or cannot be
continued at a level sufficient to allow for the continuation of this agreement pursuant to
the terms herein. In the event funds cannot be continued at a level sufficient to allow
the continuation of this agreement pursuant to the terms specified herein, this
3
agreement may then be terminated immediately by written notice of termination
delivered in person or by mail to the Florida Keys Land & Sea Trust. The County shall
not be obligated to pay for any services or goods provided by the Florida Keys Land &
Sea Trust after the Florida Keys Land & Sea Trust has received written notice of
termination.
13. TERMINATION FOR BREACH OF AGREEMENT. The County may
immediately terminate this agreement for any breach of the terms contained herein.
Such termination shall take place immediately upon receipt of written notice of said
termination. Any waiver of any breach of covenants herein contained to be kept and
performed by the Florida Keys Land & Sea Trust shall not be deemed or considered as
a continuing waiver and shall not operate to bar or prevent the County from declaring a
forfeiture for any succeeding breach either of the same conditions or of any other
conditions.
14. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of
the parties hereto with respect to the subject matter hereof and supersedes any and all
prior agreements with respect to such subject matter between the Florida Keys Land &
Sea Trust and the County.
15. CONSENT TO JURISDICTION. This agreement, its performance, and all
disputes arising hereunder, shall be governed by the laws of the State of Florida, and
both parties agree that the proper venue for any actions shall be in Monroe County.
16. ETH ICS CLAUSE: Provider warrants that he/it has not employed retained
or otherwise had act on his/its behalf any former COUNTY office or employee in
violation of Section 2 or Ordinance No. 10-1990 or any COUNTY officer of employee in
violation of Section 3 of Ordinance No. 10-1990. For breach or violation of the
provision the COUNTY may, at its discretion terminate this contract without liability and
may also, at its discretion, deduct from the contract or purchase price, or otherwise
recover, the full amount of any fee, commission, percentage, gift, or consideration paid
to the former or present COUNTY officer or employee.
17. "A person or affiliate who has been placed on the convicted vendor list
following a conviction for public entity crime may not submit a bid on a contract to
provide any goods or services to a public entity, may not submit a bid on a contract with
a public entity for the construction or repair of a public building or public work, may not
submit bids on leases of real property to public entity, may not be awarded or perform
work as a contractor, supplier, subcontractor, or consultant under a contract with any
public entity, and may not transact business with any public entity in excess of the
threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36
months from the date of being placed on the convicted vendor list."
4
. ,
18. NOTICE. Any written notice to be given to either party under this
agreement or related hereto shall be addressed and delivered as follows:
For Florida Keys Land & Sea Trust: Ms. Della S. Schuler
Florida Keys Land & Sea Trust
5550 Overseas Highway
Marathon, Florida Keys 33050
For County: Lynda Stuart
Monroe County Tourist Development Council
P.O. Box 866
Key West, FL 33041
and
Suzanne Hutton, Asst. County Attorney
310 Fleming St.
Key West, FL 33040
JNWIINESS WHEREOF, the parties hereto have caused this agreement to be
execlJte;cY;~q.~y and year first above written.
l.' t;J~., \ .-/
(sEf\~1r\-:: '" . \" ", ....' BOARD OF COUNTY COMMISSIONERS
ATf(~...-P~.,-~...~... '<~."< NY.' L....J.,...fKOLHAGE, CLERK OF MONROE COUNTY, FLORIDA,
~..,~ WJ /
'-..~~~,,:';/
~y
By: ~o~c... ~~~
Deputy Clerk
. ... ~\\ ~
~~'\~..-.;
By:
Mayor/Chairman
(SEAL)
ATTEST:
Florida Keys Land & Sea Trust
Secretary
____--1) ): / /
B~: I~ ..<-i~
President
By:
5