04/14/1999 Agreement
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GRANT OF FUNDS g ~:: !Q
This AGREEMENT dated the /4 ~ay of.,D fel L . 1999, is entered into ~~~ ~
between the BOARD OF COUNTY COMMISSIONERS FOR MONROE COu~'r~.~ -0
hereinafter "County," on behalf of the TOURIST DEVELOPMENT COUNCIL, ::';'"t. ::J:
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hereinafter "TDC" and the Dolphin Research Center, a Florida not-for-profit :". r:; ;;
corporation, hereinafter "Dolphin Research Center." ~ (1"l <J1
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 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 Dolphin Research Center 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 Dolphin Research Center shall contract for and
obtain such construction services as is necessary to construct a public friendly, floating
dock with a three foot deep submerged platform to be used for dolphin/human
interactive programs. The Dolphin Research Center 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 $1,500.00 in reimbursement for materials and services used to
rehabilitate, repair and renovate the property. 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
Dolphin Research Center 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 Dolphin Research Center shall provide financial reports in
summary of activities related to this agreement on a quarterly basis. If the agreement
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extends beyond the end of the fiscal year (September 30th, 1999), the Dolphin
Research Center shall provide a report summarizing the total anticipated 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 Dolphin Research Center 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 Dolphin Research Center to maintain appropriate records to insure
a proper accounting of all funds and expenditures. The Dolphin Research Center
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
Dolphin Research Center 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 Dolphin Research Center 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 Dolphin Research Center 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 Dolphin Research Center 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 Dolphin Research Center.
8. RESTRICTIONS ON CONTRACTS ENTERED PURSUANT TO THIS
AGREEMENT. The Dolphin Research Center shall include in all contracts funded
under this agreement the following terms:
a) Anti-discrimination. The Dolphin Research Center agrees that they will not
discriminate against any employees or applicants for employment or against persons
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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 Dolphin
Research Center and c) this agreement has been approved by the Dolphin Research
Center Board of Directors.
d) Licensing and Permits. The Dolphin Research Center 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 Dolphin Research Center
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 Dolphin Research Center 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 Dolphin Research Center 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 Dolphin Research Center, except for general membership in Dolphin Research
Center. 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
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agreement may then be terminated immediately by written notice of termination
delivered in person or by mail to the Dolphin Research Center. The County shall not be
obligated to pay for any services or goods provided by the Dolphin Research Center
after the Dolphin Research Center 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 Dolphin Research Center 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 Dolphin Research
Center 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 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."
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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 Dolphin Research Center: Rita Irwin
Dolphin Research Center
P.O. Box 522875
Marathon Shores, FL 33052
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
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed the day and year first above written.
(SEAL)
ATTEST: DANNY'L. KOkHAGE, CLERK
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BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By: ~ ~ .0. ..c-. . ~~J. ~:)
Deputy Clerk
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By: ~
Mayor/Chairman
(SEAL)
ATTEST:
Dolphin Research Center
Secretary
By: r/~J1d - Q~I1"1-10 kj':}-
P Ident
By:
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