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08/12/1998 Agreement J9annp 1.. .olbagt BRANCH OFFICE 3117 OVERSEAS ffiGHWA Y MARA rnON, FLORIDA 33050 TEL. (305) 289-6027 FAX (305) 289-1745 CLERK OF lHE CIRCUIT COURT MONROE COUNTY 500 WHITEHEAD STREET KEY WEST, FLORIDA 33040 TEL. (305) 292-3550 FAX (305) 295-3660 I BRANCH OFFICE 88820 OVERSEAS ffiGHW A Y PLANT A nON KEY, FLORIDA 33070 TEL. (305) 852-7145 FAX (305) 852-7146 MEMORANDUM TO: Lynda M. Stuart, Office Manager Tourist Development Council Ruth Ann Jantzen, Deputy Clerk ~. DATE: August 31,1998 FROM: SUBJECT: Executed Agreements At the August 12, 1998 County Commissioner Meeting, the Board granted approval and authorized execution of the following documents: Amendment to Agreement between Monroe County and the Dolphin Research Center to extend the contract period to September 30, 1999. Grant of Funds Agreement between Monroe County and Dolphin Research Center for capital improvement project, FY 98, DAC III, Third Penny, in the amount of $5,000.00. Enclosed please find two fully executed duplicate originals of each of the above Agreements; one for return to your providers, and one for your files. If you have any questions, please do not hesitate to contact this office. Enclosure(s) 4 cc: County At~ Irney Fmance - l~rin Goddard County Administrator, wlo document FIle r '111 ~'~;~~ .- GRANT OF FUNDS This AGREEMENT dated the /2- tJday otAU{,L)57Tr 1998, is entere~nto by-.o and between the BOARD OF COUNTY COMMISSIONERS FOR MON8Pg : COUNTY, hereinafter "County," on behalf of the TOURIST DEVELOP" ~ COUNCIL, hereinafter "TDC" and the Dolphin Research Center, a Flort~t- ~ for-profit corporation, hereinafter "Dolphin Research Center." g~~: ~ WHEREAS, the third penny of Tourist Development Tax may be ~~0:X acquire, construct, extend, enlarge, remodel, repair, improve, maintain, ~;-f~ :::: promote museums which are publicly owned and operated or owned anct ~ c:; 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 August 12th, 1998 through September 30, 1999. 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 redevelop and replace the concrete bridge entrance to the dolphin lagoons and use TDC funds for employee labor costs associated with this project and therefore place the property in such safe condition as to permit the property to be open to the public as a museum. 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 $5,000.00_ 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 contractor shall provide financial reports in summary of activity on forms provided or approved by the TDC, and quarterly narrative reports of activity under the approved work plan. The Dolphin Research Center shall keep such records as are necessary to document the performance of the ." r= fT1 o .." o :::0 ::0 fT1 (") o ::0 o 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 contractor 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, Contractor and Dolphin Research Center agree 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) Anti-kickback. Contractor warrants that no person has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of the Dolphin Research Center has any interest, financially or otherwise, in Contractor. For breach or violation of this warranty, the Dolphin Research Center 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. Contractor acknowledges that it is aware that funding for this contract is available at least in part through the County and that violation of this paragraph may result in the County withdrawing funding for the Dolphin Research Center Project. c) Hold harmless/indemnification, Contractor acknowledges that this contract is funded at least in part by the County and agrees to indemnify and hold harmless the County 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 (collectively claims) arising directly or indirectly from any negligence or criminal conduct on the part of Contractor in the performance of the terms of this agreement. The contractor shall immediately give notice to the Dolphin Research Center of any suit, claim or action made against the Contractor that is related to the activity under this agreement, and will cooperate with the Dolphin Research Center in the investigation arising as a result of any suit, action or claim related this agreement. d) Insurance. Contractor agrees that it maintains in force at its own expense a liability insurance policy which will insure and indemnify the Contractor and the Dolphin Research Center from any suits, claims or actions brought by any person or persons and from all costs and expenses of litigation brought against the Dolphin Research Center for such injuries to persons or damage to property occurring during the contract or thereafter that results from performance by Contractor of the obligations set forth in this contract. At all times during the term of this contract and for one year after acceptance of the project, Contractor shall maintain on file with the Dolphin Research Center a certificate of the insurance carrier of carriers showing that the aforesaid insurance policy is in effect. The following coverage's shall be provided: 1. Workers Compensation insurance as required by Florida Statutes. 2. Commercial General Liability Insurance with minimum limits of $500,000 per occurrence for bodily injury, personal injury and property damage. 3. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combined single limit per occurrence. The Dolphin Research Center, the County and the TDC shall be named as additional insureds. The policies shall provide no less than 30 days notice of cancellation, non-renewal or reduction of coverage. At all times during the term of this contract and for one year after acceptance of the project, Contractor shall maintain on file with the Dolphin Research Center a certificate of insurance showing that the aforesaid insurance coverage's are in effect. e) Authority. Contractor warrants that it is authorized by law to engage in the performance of the activities encompassed by the project herein described. Each of the signatories for the Contractor below certifies and warrants that the contractor's name in this agreement is the full name as designated in its corporate charter (if a corporation); they are empowered to act and contract for the Contractor, and this agreement has been approved by the Board of Directors of Contractor or other appropriate authority. f) Licensing and Permits. Contractor 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 BOCCITDC 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 this agreement. The Dolphin Research Center shall immediately give notice to the County of any suit, claim or action made against the Dolphin Research Center that is related to the activity under this agreement, and will cooperate with the County in the investigation arising as a result of any suit, action or claim related to 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, 1999. 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 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. 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." 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 3406 N. Roosevelt Blvd., Suite 201 Key West, FL 33040 and Suzanne Hutton, Asst. County Attorney 310 Fleming St. Key West, FL 33040 (SEAL) olphin Research Center ATTEST: By: Secretary By: "'/jiAL J~,.n~, .. 1<..arJ..;J~ _ Pr Ident ~