Loading...
Item D1BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: AUGUST 15, 2012 Division:- TDC Bulk Item: Yes X No Department: Staff Contact Person/Phone #:- Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval to amend agreement with Florida Keys Fishing Tournaments, Inc. to exercise option to extend the agreement for two (2) additional years to September 30, 2014. ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: BOCC approved original agreement at their meeting of August 19, 2009 CONTRACT/AGREEMENT CHANGES: Amendment to extend STAFF RECOMMENDATIONS: Approval TOTAL COST: S745,800 per year BUDGETED: Yes X No COST TO COUNTY: S745,800 per vear SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes X No AMOUNT PER MONTH Year APPROVED BY: County Atty X OMB/Purchasing X Risk Management X DOCUMENTATION: DISPOSITION: Revised 11/06 Included X Not Required AGENDA ITEM # 'e MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Florida Keys Fishing Contract # 638 Tournaments, ine. Effective Date: 10/1/12 Expiration Date: 9/30/14 Contract Purpose/Description: Approval to amend agreement with Florida Keys Fishinq Tournaments, Inc. to exercise option to extend the agreement for two (2) additional years to September 30, 2014. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext.) (Department/Stop #) for BOCC meeting on Agenda Deadline 73f 12 CONTRACT COSTS Total Dollar Value of Contract: $ 7 4 5,& 0 Current Year Portion: $ Budgeted? Yes® NoF-1 Account Codes: See Attached Grant: $ County Match: $ ADDITIONAL COSTS Estimated Ongoing Costs: $—_-__jyr For: (Not included in dollar value above) — (eg. i utilities, janitorial, salaries, etc. CONTRACT REVIEW Changes Date Out Division Director ,�/ qln Needed Reviewer YesF-1 No[E] Risk Management O.M.B./Pur sing th YesF-1 A No J1 J,i- YesF-1 No--"' County Attorney YesF-1 Noa' C. U Hall -z- Comments: OMB Form Revised 2/27/01 MCP #2 115 75022 530340 TF25238X 530300 FISHING UMBRELLA RESOURCES 115 75022 530340 TF15056Y 530480 KEY WEST FISHING TOURNEY 115 75022 530340 TF25056X 530480 KEY WEST FISHING TOURNEY 115 75022 530340 TF25064X 530480 KW GATOR CLUB DOLPHIN 115 75022 530480 TF25204X 530480 GENERIC FISHING PR 115 75022 530340 TF25239X 530340 GENERIC FISHING ADS 115 75022 530340 TF25075X 530480 COCONUTS DOLPHIN TOURNEY 115 75022 530340 TF25075X 530410 COCONUTS DOLPHIN TOURNEY 115 75022 530340 TF25077X 530480 REDBONE CELEBRITY TOURNAMENT 115 75022 530340 TF25079X 530480 BP & LOWER KEYS DOLPHIN TOURNEY 115 75022 530340 TF25079X 530410 BP & LOWER KEYS DOLPHIN TOURNEY 115 75022 530340 TF2508OX 530480 BAYBONE CELEBRITY TOURNAMENT 115 75022 530340 TF15080Y 530480 BAYBONE 115 75022 530340 TF25089X 530480 ISLA. JR. SAILFISH TOURNEY 115 75022 530340 TF25089X 530410 ISLA. JR. SAILFISH TOURNEY 115 75022 530340 TF25253Y 530480 MERCURY SLAM CELEBRITY TOURNY 115 75022 530340 TF25256X 530480 DON HAWLEY TARPON 115 75022 530340 TF25258X 530480 ISLA. SAILFISH TOURNAMENT 115 75022 530340 TF25258X 530410 ISLA. SAILFISH TOURNAMENT 115 75022 530340 TF25259X 530480 GOLD CUP TARPON TOURNAMENT 115 75022 530340 TF25260X 530480 ISLA, WOMEN'S SAILFISH TOURNAMENT 115 75022 530340 TF25262X 530480 GOLDEN FLY TARPON 115 75022 530340 TF15263Y 530480 ISLA. ALL TACKLE BONEFISH TOURN 115 75022 530340 TF25263X 530480 ISLAMORADA ALL TACKLE BONEFISH 115 75022 530340 TF25301X 530480 KEY LARGO SAILFISH CHALLENGE 115 75022 530340 TF25301X 530410 KEY LARGO SAILFISH CHALLENGE 115 75022 530340 TF25302X 530480 KEY WEST MARLIN TOURN 115 75022 530340 TF15302Y 530480 KEY WEST MARLIN TOURN 115 75022 530340 TF25354X 530480 CAPT. LEON SHELL BILLFISH 115 75022 530340 TF25355X 530410 CAPT. DON GURGIOLO SAILFISH 115 75022 530340 TF25355X 530480 CAPT. DON GURGIOLO SAILFISH 115 75022 530340 TF15404Y 530480 DEL BROWN INV, PERMIT 115 75022 530340 TF25404X 530480 DEL BROWN INV. PERMIT 115 75022 530340 TF25412X 530480 TAKE STOCK IN CHILDREN 115 75022 530340 TF25426X 530480 WORLDS SAILFISH CHAMPIONSHIP 115 75022 530340 TF25426X 530410 WORLDS SAILFISH CHAMPIONSHIP 115 75022 530340 TF15430Y 530480 ISLAMORADA FALL BONEFISH 115 75022 530340 TF25430X 530480 ISLAMORADA FALL BONEFISH 115 75022 530340 TF25470X 530480 FISHING TV PRODUCTION 115 75022 530340 TF25475X 530480 ISLAMORADA SPRING ALL TACKLE 115 75022 530340 TF25506Y 530480 CONCH REPUBLIC LADIES 115 75022 530340 TF25508X 530410 MARATHON INT'L TARPON 115 75022 530340 TF25509X 530480 LADIES TARPON TOURNEY 115 75022 530340 TF25580X 530480 TARPONIAN TOURNAMENT 115 75022 530340 TF15582Y 530480 DOLPHIN FLASHOVER 115 75022 530340 TF25631X 530480 BACKCOUNTRY FLY CHAMP. 115 75022 530340 TF25633X 530480 HERMAN LUCERNE MEMORIAL 115 75022 530340 TF15633Y 530480 HERMAN LUCERNE MEMORIAL 115 75022 530340 TF25633X 530410 HERMAN LUCERNE MEMORIAL 115 75022 530340 TF25657X 530480 ISLAMORADA DOLPHIN TOURNAMENT 115 75022 530340 TF25657X 530410 ISLAMORADA DOLPHIN TOURNAMENT 115 75022 530340 TF25658X 530480 HAWKS CAY MAHI FLY A REBONE a@LARGE TOURNA 115 75022 530340 TF25659X 530480 KEY WEST HARBOUR KING MACKERAL 115 75022 530340 TF25660X 530480 SAILFISH OPEN 115 75022 530340 TF25699X 530480 FLORIDA KEYS TRIPLE SLAM FISHING TOURNAMEN' 115 75022 530340 TF25699X 530410 FLORIDA KEYS TRIPLE SLAM FISHING TOURNAMEN' 115 75022 530340 TF25700X 530480 MARATHON OFFSHORE BULL & COW DOLPHIN 115 75022 530340 TF25701X 530480 NICK SHEAHAN DOLPHIN RODEO 115 75022 530340 TF25703X 530480 REDBONE @ LARGE LA SIESTA SUNRISE/SUNSET T. 115 75022 530340 TF15704Y 530480 ROBERT JAMES SLAM CELEBRITY TOURNAMENT 115 75022 530340 TF25705X 530480 SALTWATER ANGLER'S GRAND SLAM 115 75022 530340 TF15705Y 530480 SALTWATER ANGLER'S GRAND SLAM 115 75022 530340 TF25696X 530480 ANNUAL DOLPHIN, BLACK FIN TUNA FUN FISHING 115 75022 530340 TF25739X 530480 MARCH MERKIN PERMIT TOURNAMENT 115 75022 530340 TF25704X 530480 ROBERT JAMES SALES S.L.A.M. CELEBRITY TOURN) 115 75022 530340 TF25742X 530480 CODA BOWL 115 75022 530340 TF25741X 530480 MARATHON BONEFISH INTERNATIONAL 115 75022 530340 TF25740X 530480 PIGEON KEY CENTENNIAL FISHING i THIS AMENDMENT to agreement dated the day of 2012, is entered into by and between the Board of County Commissioners for Monroe Qo , a subdivision of the state of Florida (Comfy), on behalf of the Tourist Development Council, and Rortds Keys Fishing Tournaments, Inc. hereinafter referred to as °`Contractor. WHEREAS, there was an agreement entered into on August 19, 2009 between the parties, for Contractor to act as a County wide Fisting Umbrella to make recommendations to the Tourist Development Council (IMC") and the Monroe County Board of County Commissioners ("BOCC`) concerning funding for tourism related fishing activities, and WHEREAS, the original agreement with Contractor provides an option to review the agreement for an additional two (2) year period under the same terms and conditions; and WHEREAS, the parties desire to exorcise option to extend agreement for an additional two year period; and NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. Paragraph 4 of the agreement shall read: Term: The agreement shag expire on September 30, 2014. 2. The remaining provisions of the contract dated August 19, 2009 remain in full force and effect. IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. (SEAL) Board of County Commissioners Attest: Danny L. Kolhage, Clerk of Monroe County Deputy Clerk (CORPORATE SEAL) Attest: BY. Secretary Print Name OR TWO WITNESSES (1) Print Name AummdvAW#1 Florida Kqs FsWmg Towmonents. Inc. Contract * 6M Mayor/Chairman Rorida Keys Fishing Tournaments, Inc. (2) "A"Na"& FISHING L,'�HIRELLA AGREE'NtENT THIS AGREEMENT ("Agreement"), made and entered into this day of 2009, XD., by and between MONROE COUNTY, FLORIDA, (hereinafter sometimes called the "Owner"), and Florida Keys Fishing Tournaments, Inc., (hereinafter called the "Contractor"). WHEREAS, the County wishes to enter into this agreement with Florida Keys Fishing Tournaments, Inc., so that Florida Keys Fishing Tournaments, Inc. will act as a County wide Fishing Umbrella to make recommendations to the Tourist Development Council ("TDC") and the Monroe County Board of County Commissioners ("BOCC") concerning funding for tourism related fishing activities, NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties agree as follows: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follow: 1. THE CONTRACT The contract between the Owner and the Contractor, of which this Agreement is a part, consists of the contract documents, which are as follows: This Agreement and any amendments executed by the parties hereafter, together with the response to Request for Proposals (RFP) and all required insurance documentation. In the event of a discrepancy between the documents, precedence shall be determined by the order of the documents as just listed. 2. SCOPE OF THE WORK The Contractor shall provide Fishing Umbrella services for the County as described below: Contractor shall establish an annual recommended line item breakdown of a budgetary allocation provided by the Monroe County Tourist Development Council (TDC) to include, but not be limited to the following: 1. Contractor shall recommend a minimum of thirty percent (30%) of the Fishing Umbrella budget to national media advertising and public relations. 2. Contractor shall make recommendations to the TDC by those members who sit on the Fishing Umbrella Recommendation Committee. There shall be five (5) members, one each representing the five TDC districts. Recommended appointments will be approved by the TDC. Any subsequent changes to the Recommendation Committee shall be provided in writing to the TDC Administrative Office for approval by the TDC. 3. Contractor shall seek approval by the TDC of the Fishing Umbrella application that conforms with all TDC policies and procedures. 4. Contractor shall advertise the availability of the Fishing Umbrella program through which event coordinators may apply for promotional funding. The advertisement shall be placed at a minimum, in a newspaper of general circulation, in each of the three primary areas of the county, to wit: Lower Keys, Middle Keys and Upper Keys. The advertisement shall give notice of the availability of funding, the restriction of such funding to promotional expenditures, and any other information which the Contractor deems necessary to conduct the Fishing Umbrella program. The Contractor may place the advertisements and be reimbursed pursuant to paragraph 3, or may request the TDC to place the advertisements and pay the newspapers directly by providing details in writing. Florida Key,, Fkhing I'mirnament Fkhim-, Umbrella Agreement [1)#: 038 5. Contractor shall conduct at least one (1) educational workshop(s) each year within two (2) weeks after the release of the request for application, to explain the application process and TDC procedures and permissible expenditures to all potential applicants. 6. Contractor shall make recommendations to the TDC for the equitable district -wide percentage distribution of Fishing Umbrella funding allocations for all qualified events/activities on an annual basis. 7. Contractor shall review with each fishing event applicant the permissible expenditures of advertising and promotional within the budget and submit to appropriate agency of record for approval. 8. Contractor shall notify TDC Administrative Office in writing, regarding the Contractor's approval of any deviations from approved contracts including events dates and tournament name. 9. Contractor shall assist fishing event coordinators with reimbursement or direct payment to vendor requests ensuring that all documentation comply with permissible expenditures and is provided to the Monroe County Finance Department. 10. Contractor shall provide a schedule of Fishing Umbrella meeting dates, to include start time and venue, to the TDC Administrative Office on an annual basis, providing the TDC Administrative Office with the information required to place all public notices announcing Fishing Umbrella meetings under the same rules as required by all governmental meetings under F.S. 286.11. If a meeting has been duly publicly noticed and subsequently cancelled, Contractor shall notify the media by public service announcements (PSA's) or place the appropriate advertisement in the media. 11. Contractor shall provide the TDC Administrative Office a copy of the agenda and all attachments seven (7) working days prior to a regularly scheduled meeting. 12.Contractor may establish a county -wide photo program to be distributed to national trade and consumer publications. Photos to be provided by the Contractor to the public relations agency of record. Photos to represent award winners and media attractive fishing photos. 13.Contractor may solicit sponsorships other than advertising media to offset Contractor's administrative and operational costs. Contractor shall not receive any administration compensation, directly or indirectly, out of the TDC Fishing Umbrella funds. 14. Upon the request of the TDC, Contractor shall be required to provide a representative at a public meeting to address Fishing Umbrella issues and/or make a presentation. The Contractor warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these contract documents. The provider shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. Contractor shall provide services using the following standards, as a minimum requirement: 1. The Contractor shall maintain adequate staffing levels to provide the services required under the contract resulting from this RFP process. II. The personnel shall not be employees of or have any contractual relationship with the County. To the extent that Contractor uses subcontractors or independent contractors, this contract specifically requires that the level of independence normally exercised by such subcontractors and independent contractors be curtailed and that they be supervised by the Contractor. Florida Key,, [,khinu Fournament Fishing U111hrella Al"reenlent 11A 638 III, All personnel engaged in performing services under this contract shall be fully qualified, and, if required, to be authorized or permitted under State and local law to perform such services. 1 PAYMENTS The contractor is responsible to assist event sponsors in submitting invoices and support documentation acceptable to the County's Finance Department for reimbursement. ��ii��il�����'l����ll�illi�����li���� The term of the contract is for three years, commencing on the Vt day of October, 2009, and ending on the 30th day of September, 2012, with an option to extend for one additional two (2) year period, 5. CONTRACTOR'S ACCEPTANCE OF CONDITIONS A. The Contractor hereby agrees to carefully examine the specifications for which the Contractor shall provide services and assumes full responsibility therefore. The provisions of the Contract shall control any inconsistent provisions contained in the specifications. Under no circumstances, conditions, or situations shall this Contract be more strongly construed against the County than against the Contractor. B. Any ambiguity or uncertainty in the specifications shall be interpreted and construed by the County, and the County's decision shall be final and binding upon all parties. C. The passing, approval, and/or acceptance by the County of any of the services furnished by the Contractor shall not operate as a waiver by the County of strict compliance with the terms of this Contract, and specifications covering the services. Failure on the part of the Contractor, immediately after Notice to Correct shall entitle the County, if it sees fit, to correct the same and recover the reasonable cost of such replacement and/or repair from the Contractor, who in any event shall be jointly and severally liable to the County for all damage, loss, and expense caused to the County by reason of the Contractor's breach of this Contract and/or his failure to comply strictly and in all things with this Contract and with the specifications. D. The Contractor agrees that the TDC may designate representatives to visit the Contractor's facility(ies) periodically to conduct random open file evaluations during the Contractor's normal business hours. E. The Contractor warrants that it has, and shall maintain throughout the term of this contract, appropriate licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Proof of such licenses and approvals shall be submitted to the County upon request. Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Florida Keys Fishing Fournamelit Unih-clia A,,reement If)#: 638 Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to Contractor. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Contractor. The Contractor covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners and the TDC from any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of services provided by the Contractor or any of its Subcontractor(s) in any tier, occasioned by the negligence, errors, or other wrongful act of omission of the Contractor or its Subcontractors in any tier, their employees, or agents. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this Agreement. At all times and for all purposes under this Agreement the Contractor 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 so as to find the Contractor or any of his employees, contractors, servants, or agents to be employees of the Board of County Commissioners of Monroe County. 10. NONDISCRIMINATION The parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352), which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC §§ 1681-1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC § 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC §§ 6101-6107), which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92- 255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Florida Keys Fi'llin- Umbrella A'-'reellient If)#: 638 Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 71) The Public Health Service Act of 1912, §§ 523 and 527 (42 USC §§ 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC §§ 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC §§ 1201), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 11. ASSIGNMENT/SUBCONTRACT The Contractor shall not assign or subcontract its obligations under this Agreement, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County and Contractor, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. In providing all services/goods pursuant to this Agreement, the Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this Agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the contractor. The contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of this contract. 13. DISCLOSURE AND CONFLICT OF INTEREST The Contractor represents that it, its directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this contract, as provided in Sect. 112.311, et seq., Florida Statutes. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Upon execution of this contract, and thereafter as changes may require, the Contractor shall notify the County of any financial interest it may have in any and all programs in Monroe County which the Contractor sponsors, endorses, recommends, supervises, or requires for counseling, assistance, evaluation, or treatment. This provision shall apply whether or not such program is required by statute, as a condition of probation, or is provided on a voluntary basis. Florida Keys Fishim-, UnillrellaA,_,rceinent If)#: 638 The County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. HUMMEMOMM The Contractor shall not pledge the County's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. Any notice required or permitted under this Agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR TDC: Lynda Stuart 1201 White St. Suite 102 Key West, FL 33040 FOR CONTRACTOR: Capt. Jim Sharpe 24386 Overseas Hwy Surnmerland Key, FL 33042 16. TAXES FOR COUNTY: and County Attorney PO Box 1026 Key West, Fl. 33041-1026 The County is exempt from payment of Florida State Sales and Use taxes. The Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is the Contractor authorized to use the County's Tax Exemption Number in securing such materials. The Contractor shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this Agreement. Florida Keys 6 Fkhino U111111-ella A,-,reelnent 1) 1#: 638 g-, 17. TERMINATION A. The County may terminate this contract for cause with seven (7) days notice to the Contractor. Cause shall constitute a breach of the obligations of the Contractor to perform the services enumerated as the Contractor's obligations under this contract, B. Either of the parties hereto may terminate this contract without cause by giving the other party sixty (60) days written notice of its intention to do so. A. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. B. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Contractor agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. C. The County and Contractor agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. D. Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. E. Attorney's Fees and Costs. The County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. F. Adjudication of Disputes or Disagreements. County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. Honda Keys 110: 638 OR% OEM G. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, successors, and assigns. 20. AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. Contractor and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 22. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. Non -Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating Contractor from any obligation or responsibility imposed upon the Contractor by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. Florida Kcyti Fishim, F(mi-nament Fi,,,hing Umbrella Auncement 11A 638 No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 25. ATTESTATIONS Contractor agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 27. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. Florida Keys F1',hiM.' TOL11141111CIA 9 Fishing Umbrella A'_'reenlent I D#: 638 IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and datorT first written above in four (4) counterparts, each of which shall, without proof or accounting for th other counterparts, be deemed an original contract. i (SEAL) Board of County Commissioners Attest: Danny L. Kolhage, Clerk of Monroe County if Deputy Clerk Mayor/Chairman (CORPORATE SEAL) Florida Keys Fishing Tournaments, Inc. Attest :--Z Secretary Print Name Date: OR TWO WITNESSES Print Name Date: Florida Keys Fisting Tournament Fishing Umbrella Agreement TD#: 638 0 �1- Date: (2) — Print Name :91m- MONROE COUNTY ATTORNEY AAjPROV)E11 AS TO FORM: !CYNTHIA L. HALL ASSISTANT COUNTY ATTORNEY 10 Date— " `a - '� I'll - (Ij I?