FY2000 08/17/2000
Clerk 011lle
Circul coun
Danny L. Kolhage
Phone:~3550 Fax:~3616
MemnranIlum
To:
Lynda Stuart, QjJke Manager
Tourist Development Council
Attn:
Maxine Pacini
Date:
Isabel C. DeSant~, 11 (J. I.":L
Deputy Clerk 'U',..~
Thursday, August 31, 2000
From:
At the BaCC meeting on August 17, 2000, the Board approved the following:
1. Agreement between Monroe County and Florida Keys Wild Bird Center, Inc.
for the repair of the main visitor boardwalk in an amount not to exceed $21,000, DAC IV,
FY 2000, Capital Resources.
2. Agreement between Monroe County and Friends of Mallory Square for the
implementation of bricks at the Key West Sculpture Garden in an amount not to exceed
$36,000, DAC I, FY 2000, Capital Project Resources
Enclosed herewith are two (2) duplicate originals of each Agreement above for
your handling.
Should you have any questions concerning the above, please do not hesitate to
contact this office.
cc: Finance
County Attorney
0ile
GRANT OF FUNDS
This AGREEMENT dated the /7 tlday of 4UC. ,2000, is entered into by and between
the BOARD OF COUNTY COMMISSIONER~E COUNTY, hereinafter
"County," on behalf of the TOURIST DEVELOPMENT COUNCIL, hereinafter "TDC" and the
Friends of Mallory Square, a Florida not-for-profit corporation, hereinafter "Friends of Mallory
Square."
WHEREAS, the third penny of Tourist Development Tax may be used to acquire,
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 interest 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 Friends of Mallory Square 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 August 17, 2000 through
September 30th, 2001. 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 Friends of Mallory Square shall contract for such
services needed to brick in pedestrian areas that are currently lacking bricks at the Key West
Historic Memorial Sculpture Garden. The Friends of Mallory Square 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 $36,000.00 in reimbursement for the scope of services outlined above. 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 Friends of Mallory Square 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 Friends of Mallory Square 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, 2001), the Friends of Mallory Square shall
provide a report summarizing the total anticipated expenditures against this agreement on or
before September 30, 2001. Said report shall be provided to the Monroe County Tourist
Development Council Administrative Office no later than August 30th, 2001. The Friends of
Mallory Square 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 Friends of Mallory Square to maintain
appropriate records to insure a proper accounting of all funds and expenditures. The Friends
of Mallory Square 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
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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 Friends of Mallory Square
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
Friends of Mallory Square 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 Friends of Mallory Square 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
Friends of Mallory Square 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 Friends of Mallory
Square.
8. RESTRICTIONS ON CONTRACTS ENTERED PURSUANT TO THIS
AGREEMENT. The Friends of Mallory Square shall include in all contracts funded under this
agreement the following terms:
a) Anti-discrimination. The Friends of Mallory Square 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, 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 Friends of Mallory Square and
c) this agreement has been approved by the Friends of Mallory Square Board of Directors.
d) Licensing and Permits. The Friends of Mallory Square 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 HARMLESS/INDEMNIFICATION. The Friends of Mallory Square 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 Friends of Mallory Square agrees that they will not
discriminate against any of their employees or applicants for employment or against persons
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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 Friends of Mallory Square 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 Friends
of Mallory Square, except for general membership in Friends of Mallory Square. 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 30,2001.
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 agreement may
then be terminated immediately by written notice of termination delivered in person or by mail
to the Friends of Mallory Square. The County shall not be obligated to pay for any services or
goods provided by the Friends of Mallory Square after the Friends of Mallory Square 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 Friends of Mallory
Square shall not be deemed or considered as a continuing waiver and shall not operate to bar
or preverit 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 Friends of Mallory Square 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. ETHICS 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.1 0-1990. 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
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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."
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 Friends of Mallory Square: Mr. Ed Swift
President, Friends of Mallory Square
201 Front Street
Key West, FL 33040
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
SS WHEREOF, the parties hereto have caused this agreement to be
and year first above written.
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By:~l..O,C..~
Deputy Clerk
By:~~-F~~
Mayor/Chai an
(SEAL)
ATTEST:
Friends of Mallory Square
By:
President e hlU/~ &. SWI
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By:
c:::r an Secretary
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