Item D08BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: FEBRUARY 18, 2009
Bulk Item: Yes x No
Division:_ _ TDC
Department:
Staff Contact Person/Phone #: Maxine Pacini — 296-1552
AGENDA ITEM WORDING:
Approval of an Amendment to Agreement with Keys Association of Dive Operators (KADO) to revise
the Recommendation Committee Member name for DAC III.
ITEM BACKGROUND:
TDC approved same at their meeting of January 27, 2009
PREVIOUS RELEVANT BOCC ACTION:
BOCC approved original Agreement at their meeting of November 17, 2004
BOCC approved Amendment to Agreement at their meeting of August 17, 2005
BOCC approved Amendment to Agreement at their meeting of September 20, 2006
BOCC approved Amendment to Agreement at their meeting of May 16, 2007
BOCC approved Amendment to Agreement at their meeting of December 19, 2007
CONTRACT/AGREEMENT CHANGES:
Amendment to place new member for DAC III
STAFF RECOMMENDATIONS:
Approval
TOTAL COST:$450,000 INDIRECT COST: N/A BUDGETED: Yes X No
COST TO COUNTY: $450,000 SOURCE OF FUNDS: TDC
REVENUE PRODUCING: Yes X No AMOUNT PER MONTH Year
APPROVED BY: County Atty X chasing X Risk Management X
DOCUMENTATION:
DISPOSITION:
Revised 1/09
Included X Not Required
AGENDA ITEM #
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Keys Association of Dive Contract #
Operators Effective Date:
Expiration Date
2/ 18/09
9/30/09
Contract Purpose/Description:
Approval of an Amendment to Agreement with Keys Association of Dive Operators
(KADO) to revise the Recommendation Committee Member name for DAC III.
Contract Manager: Maxine Pacini
(Name)
for BOCC meeting on 2/18/09
3523 TDC # 3
(Ext.) (Department/Stop #)
Deadline 2/3/09
CONTRACT COSTS
Total Dollar Value of Contract: $ 450,000 Current Year Portion: $
Budgeted? Yes® No ❑ Account Codes : 115-75033-530340-TD-95-239-X-530480
Grant: $
County Match: $ - - - -
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (eg. maintenance, utilities,
etc.
CONTRACT REVIEW
Changes Date Out
Date In
Needed Reviewer
Division Director
i&W�
Yes❑ NoL4� 4c
Risk Manag menu
Yes❑ Noff _ c
O.M.B./Purchasing
1
r
Yes❑
1
County Attorney
/ "Z-39
Yes❑ NoEr— C. Hall
Comments:
umti Porm Kevisea 212 //o i muF 4L
AMENDMENT #4 TO AGREEMENT
THIS AMENDMENT #4 to Agreement is made and entered into this day of
2009, A.D., by and between MONROE COUNTY, FLORIDA (County), and Keys
Association of Dive Operators (KADO).
WHEREAS, an Agreement was entered into on November 17, 2004 and amended on
August 17, 2005, September 20, 2006, May 16, 2007 and December 19, 2007, between the parties
authorizing KADO to oversee the TDC Dive Umbrella, an advisory committee which makes
recommendations to the TDC and BOCC concerning dive related marketing activities; and
WHEREAS, it is necessary to appoint a new TDC Dive Umbrella Recommendation
Committee member from District 111;
NOW, THEREFORE, in consideration of the mutual covenants contained herein the
parties agree as follows:
1. Exhibit A of the Agreement entered into on November 17, 2004 and amended on
August 17, 2005, September 20, 2006, May 16, 2007 and December 19, 2007 shall be revised to
name Kim Roney as the KADO Recommendation Committee member for District III. (See revised
Exhibit A-5.)
2. The remaining provisions of the contract dated November 17, 2004 and Amended on
August 17, 2005, September 20, 2006, May 16, 2007 and December 19, 2007, 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.
Attest: Danny L. Kolhage,
Clerk of Monroe County
Deputy Clerk
(CORPORATE SEAL)
Attest:
By.
Secretary
Print Name
OR TWO WITNESSES
(1) (2)
Print Name: H/,4, 5 Print
Amendment # 4: KADO
Mayor/Chairman
Keys Association of Dive Oper ors,
By
Print Name
e: S3 c V,-f&Z
MONROE COUNTY ATTORNEY
APPROVED AS TO FORM,.
��;YNTHIAL. HALL
ASSISTANT COUNTY ATTORNEY
Date ''
EXHIBIT A 5
DIVE UMBRELLA RECOMMENDATION COMMITTEE
The Recommendation Committee is established to recommend appropriations for Dive related
marketing activities to the TDC and BOCC.
The Recommendation Committee of KADO, as Dive Umbrella, an advisory committee to the Monroe
County TDC and BOCC, is comprised of five (5) members, with one member representing each of
the five TDC districts throughout the Florida Keys. Each member shall be engaged in business in
the district which said member represents, such business being related to the Dive industry. The
members shall be appointed by KADO and confirmed by the TDC and BOCC.
By approval of this Amendment to Agreement, the members shall be:
District 1
Cece Roycroft
District 11
Maryanne Rockett
District III
Kim Roney
District IV
Tom Timmerman
District V
Amy Slate
Upon the cessation of operations of a member's dive related business in the District for which
appointed, a member shall be immediately terminated from the Recommendation Committee and
KADO shall appoint a replacement and process the appointment for TDC and BOCC approval.
Additionally, KADO may request approval from TDC and BOCC for a replacement member of the
Recommendation Committee for any reason it deems appropriate.
Amendment # 4: KADO
AMENDMENT #3 TO AGREEMENT
THIS AMENDMENT #3 to Agreement is made and entered into this /�?Zday of
2007, A.D., by and between MONROE COUNTY, FLORIDA (County), and Keys
Association of Dive Operators (KADO).
WHEREAS, an Agreement was entered into on November 17, 2004 and amended
on August 17, 2005, September 20, 2006 and May 16, 2007, between the parties authorizing
KADO to oversee the TDC Dive Umbrella, an advisory committee which makes
recommendations to the TDC and BOCC concerning dive related marketing activities; and
WHEREAS, it is necessary to appoint a new TDC Dive Umbrella Recommendation
Committee member from District IV;
NOW, THEREFORE, in consideration of the mutual covenants contained herein the
parties agree as follows:
1. Exhibit A of the Agreement entered into on November 17, 2004 and amended on
August 17, 2005, September 20, 2006 and May 16, 2007 shall be revised to name Tom
Timmerman as the KADO Recommendation Committee member for District IV. (See revised
Exhibit A-4).
2. The remaining provisions of the contract dated November 17, 2004 and Amended
on August 17, 2005, September 20, 2006 and May 16, 2007, remain in full force and effect.
;c VITNESS WHEREOF, the parties have set their hands and seal on the dayyear
:fdt5 '?�C�t tirittPn and Y
a Kolhage,
e� gounty
Depufy Clerk
(CORPORATE SEAL)
Attest:
By.
Secretary
Print Name
OR TWO WITNESSES
(1)
Print Name:
lurc"(111 ant Ir t: KADO
(2
Print Name:
Mayor/Chairman
Keys Association of Dive Operators
Byj.��
President
Print Name
t �D
i r
EXHIBIT A-4
DIVE UMBRELLA RECOMMENDATION COMMITTEE
The Recommendation Committee is established to recommend appropriations for Dive related
marketing activities to the TDC and BOCC.
The Recommendation Committee of KADO, as Dive Umbrella, an advisory committee to the
Monroe County TDC and BOCC, is comprised of five (5) members, with one member
representing each of the five TDC districts throughout the Florida Keys. Each member shall be
engaged in business in the district which said member represents, such business being related
to the Dive industry. The members shall be appointed by KADO and confirmed by the TDC and
BOCC.
As of this revised recommendation committee list approved November 21, 2007, the members
shall be:
District I Cece Roycroft
District II Maryanne Rockett
District III Heidi Ferrell
District IV Tom Timmerman
District V Amy Slate
Upon the cessation of operations of a member's dive related business in the District for which
appointed, a member shall be immediately terminated from the Recommendation Committee
and KADO shall appoint a replacement and process the appointment for TDC and BOCC
approval. Additionally, KADO may request approval from TDC and BOCC for a replacement
member of the Recommendation Committee for any reason it deems appropriate.
, 111CIl "mit lr 3: KADO
AMENDMENT (3rd AMENDMENT) TO AGRE�� 'ENT
THIS At,: � NDMENT to agreement dated the �day of
Boan
of County Commissioners for Monroe County, on behalf of the�Tdurist Developmtent ered Council, and Keysinto by and
A the atioi
of Dive Operators (KADO). eys the
WHEREAS, there was a contract entered into on November 17, 2004 and amended on August 17, 2005 an(
September 20, 2006 between the parties, for KADO to oversee the TDC Dive Umbrella, an advisory committee whi&
makes recommendations to the TDC and BOCC concerning dive related marketing activities, and
WHEREAS, the original agreement with KADO has an option to extend agreement for two additional years
beyond the expiration date of September 30, 2007;
NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the
amended agreement as follows:
Paragraph 3 of the contract shall read: The contract shalt expire on September 30, 2009,
2. The remaining provisions of the contract dated November 17, 2004 and amended on August 17, 2005 and
September 20, 2006 remain in full force and effect.
IN WITNESS #IHEREOF, the parties have set their hands and seal on the day and year first above written.
(SEAL) y � Board of County Commissioners
A army L. ge, Clerk of Monroe County
t
Deputy Clerk Mayor/Ch irman
(CORPORATE SEAL) Keys Association of Dive Operators
Attest:
By. BY
Secretary
President
Print Name Print Name
OR TWO WITNESSES
(1) (2)
(1) (2)
Print Name Print Name
MONROE COUNTY ATTORNEY
APPROVED RM:
SUSAN M. GRI LEY
ASSI ANT OUNT ATTORNEY
nicndment 03 Datc O-7
ADO
AMENDMENT #2 TO AGREEMENT
THIS AMENDMENT #2 to Agreement is made and entered into this � —day of
2006, A.D., by and between MONROE COUNTY, FLORIDA (County), and Keys
Association of Dive Operators (KADO).
WHEREAS, an Agreement was entered into on November 17, 2004 and amended
on August 17, 2005, between the parties authorizing KADO to oversee the TDC Dive Umbrella,
an advisory committee which makes recommendations to the TDC and BOCC concerning dive
related marketing activities; and
WHEREAS, it is necessary to appoint a new TDC Dive Umbrella Recommendation
Committee member from District III;
NOW, THEREFORE, in consideration of the mutual covenants contained herein the
parties agree as follows:
1. Exhibit A of the Agreement entered into on November 17, 2004 and amended on
August 17, 2005 shall be revised to name Heidi Ferrell as the KADO Recommendation
Committee member for District 111. (See revised Exhibit A-3).
2. The remaining provisions of the contract dated November 17, 2004 and Amended
on August 17, 2005, 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.
Attest: Danny L.-Kolhage,
Clerk of Monroe County
--Deputy Cler
(CORPORATE SEAL)
Attest:
By.
Secretary
Print Name
OR TWO WITNESSES
(1)
Print Name:
Amendment: KADO
(2
Print Name:
Mayor/Chairman
Keys Association of Dive Operators
President
Print Name
MONH011 COUNTYATTORNEY
APPROVED AS TO FORM:
GUNAN W GAlLS1 VV
EXHIBIT A-3
DIVE UMBRELLA RECOMMENDATION COMMITTEE
The Recommendation Committee is established to recommend appropriations for Dive related
marketing activities to the TDC and BOCC.
The Recommendation Committee of KADO, as Dive Umbrella, an advisory committee to the
Monroe County TDC and BOCC, is comprised of five (5) members, with one member
representing each of the five TDC districts throughout the Florida Keys. Each member shall be
engaged in business in the district which said member represents, such business being related
to the Dive industry. The members shall be appointed by KADO and confirmed by the TDC and
BOCC.
As of the commencement of the contract effective October 1, 2004 (Amended August 17, 2005
and September 20, 2006) the members shall be:
District I Cece Roycroft
District II Maryanne Rockett
District III Heidi Ferrell
District IV Kristi Newth
District V Amy Slate
Upon the cessation of operations of a member's dive related business in the District for which
appointed, a member shall be immediately terminated from the Recommendation Committee
and KADO shall appoint a replacement and process the appointment for TDC and BOCC
approval. Additionally, KADO may request approval from TDC and BOCC for a replacement
member of the Recommendation Committee for any reason it deems appropriate.
Amendment: KADO
AMENDMENT TO A REEMENT
THIS ADDENDUM to Agreement is made and entered into this 1 2-
of t , 20051 A.D., b ____, day
call Coun Y and between MONROE COUNTY, FLORIDA, (hereinafter
"KADO"). )' and Keys Association of Dive Operators, (hereinafter called
the
WHEREAS, there was a contract entered into on November 17 2
the parties for KADO to oversee the TDC Dive Umbrella, an advisory �� between
make recommendations to the TDC and BOCC concerning dive related�mmrttee to
activities, and marketing
WHEREAS, it has become necessary to
place a new recommendation
committee member for District V;
NOW, THEREFORE, in consideration of the mutual covenants contai
the parties agree to the amended agreement as follows: ned herein
1 • Exhibit A of the Agreement entered into on November 17 200
revised to name Amy Slate as the KADO Recommendation Committeemeember for
shall be
District V. (See Revised Exhibit A)•
2• The remaining provisions remain in full force and eof the contract dated November.effect.17, 2004,
IN WITNESS WHEREOF, the parties have set their hands and seal o
and year first above written. n the day
Keys Associ,
P r e,
Dive Operators
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
. C- >
Deputy Clerk
Amendment: KADO
BOARD OF COUNTY
COMMISSIONERS OF
MONROE COUNTY, FLORIDA
Mayor/Chairman
MONROE COUNTY ATTO E
VED AS T
SUZANNE A. TTON
ISTANT CO ORNEY
Date
EXHIBIT A
DIVE UMBRELLA RECOMMENDATION COMMITTEE
The Recommendation Committee is established to recommend appropriations for Dive
related marketing activities to the TDC and BOCC.
The Recommendation Committee of KADO, as Dive Umbrella, an advisory committee
to the Monroe County TDC and BOCC, is comprised of five (5) members, with one
member representing each of the five TDC districts throughout the Florida Keys. Each
member shall be engaged in business in the district which said member represents,
such business being related to the Dive industry. The members shall be appointed by
KADO and confirmed by the TDC and BOCC.
As of the commencement of the contract effective October 1, 2004 Amended Au ust
177.2005 BOCC the members shall be: --�--
District I Cece Roycroft
District II Maryanne Rockett
District III Sally Billiter
District IV Kristi Newth
District V Amy Slate
Upon the cessation of operations of a member's dive related business in the District for
which appointed, a member shall be immediately terminated from the Recommendation
Committee and KADO shall appoint a replacement and process the appointment for
TDC and BOCC approval. Additionally, KADO may request approval TC an
BOCC for a replacement member of the Recommendation Commttee orrom any re son t
deems appropriate.
Dive Umbrella
CONTRACT FOR DIVE UMBRELLA SERVICES
THIS AGREEMENT, made and entered into this fl2_ day of_, 2004, A.D., by
and between MONROE COUNTY, FLORIDA, (hereinafter called County"), and Keys
Association of Dive Operators, (hereinafter called the "KADO").
WHEREAS, the County wishes to enter into this agreement with Keys Association of
Dive Operators, so that KADO will oversee the TDC Dive Umbrella, an advisory
committee to make recommendations to the TDC and BOCC concerning dive related
marketing 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:
2. SCOPE OF THE WORK
KADO shall provide Dive Umbrella services for the County as described below:
A. The Dive Umbrella shall plan and budget recommendations with respect to Dive
related marketing activities, on behalf of Monroe County Tourist Development
Council.
B. The Dive Umbrella shall recommend to the TDC with respect to diving:
1. Media placement advertising for Florida Keys diving industry.
2. Any diving event to be sponsored by the TDC.
3. Assist with the public relations for the Florida Keys diving industry.
C. KADO while overseeing the Dive Umbrella shall represent all Florida Keys diving
industry.
D. KADO shall establish and administer policies and procedures which will distribute
on an equitable district -wide basis those monies recommended for all qualified
diving marketing activities.
E. The Dive Umbrella may solicit sponsors for programming and events to
contribute sponsorship funds toward the operating expenses for diving events and
activities. No TDC funds will be used to cover administrative or operating costs.
F. All Dive Umbrella meetings will be open to the public and properly noticed under
the same rules as required for all governmental meetings under F.S. 286.011.
G. KADO may provide research information and contribute statistics and scientific
information for the TDC and the dive industry.
Dive Umbrella 2004
H. Monroe County BOCC and TDC will fund through its Advertising and Public
Relations agencies of record the costs of promotion and advertising directly to
vendors upon receipt of properly approved invoices.
I. Funding: a) The TDC/BOCC will allocate to the Dive Umbrella funding
amounts for advertising, sales, events, public relations and other promotional
activities on an annual basis during the budget and marketing plan process. Budget
funding is subject to availability of TDC funds. The recommendations of the Dive
Umbrella Committee shall be submitted to the TDC for consideration but Dive
Umbrella has no final authority to require TDC to adopt its recommendations.
J. The Dive Umbrella Composition: See Exhibit A.
KADO 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. KADO shall at all times exercise independent, professional judgment and
shall assume professional responsibility for the services to be provided. KADO shall
provide services using the following standards, as a minimum requirement:
I. KADO shall maintain adequate staffing levels to provide the
services required under the contract.
II. The personnel shall not be employees of or have any contractual
relationship with the County. [IF APPROPRIATE: To the extent that KADO 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 KADO.]
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.
3. TERM OF CONTRACT
The term of this contract is for three years, commencing on the 1st day of October,
2004, and ending on the 30th day of September, 2007, with an option to extend for an
additional two (2) year period.
4. KADO'S ACCEPTANCE OF CONDITIONS
A. KADO hereby agrees to carefully examine the specifications for which KADO
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 KADO.
Dive Umbrella 2004
2
B. Any ambiguity or uncertainty in the specifications shall be interpreted and
construed by the TDC and County, and the County's decision shall be final and
binding upon all parties.
C. The passing, approval, and/or acceptance by the TDC or County of any of the
services furnished by the KADO 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 KADO, 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 KADO, who in any event shall be
jointly and severally liable to the County for all damage, and loss.
D. Expense caused to the County by reason of the Keys Association of Dive
Operator's breach of this Contract and/or his failure to comply strictly and in all
things with this Contract and with the specifications.
E. KADO 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.
5. KADO'S FINANCIAL RECORDS
KADO 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 KADO pursuant to this
Agreement were spent for purposes not authorized by this Agreement, KADO shall
repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running
from the date the monies were paid to KADO.
6. PUBLIC ACCESS
The County and KADO 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 KADO in conjunction with this Agreement; and the County shall have the
right to unilaterally cancel this Agreement upon violation of this provision by KADO.
7. HOLD HARMLESS
The KADO 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
Dive Umbrella 2004
3
KADO or any of its Subcontractor(s) in any tier, occasioned by the negligence, errors, or
other wrongful act of omission of the KADO 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.
8. INDEPENDENT CONTRACTOR
At all times and for all purposes under this agreement KADO is an independent Keys
Association of Dive Operators 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 KADO or any of his employees, contractor's, servants, or agents
to be employees of the Board of County Commissioners of Monroe County.
9. NONDISCRIMINATION
County and KADO agree that there will be no discrimination 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. County or KADO 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits
discrimination on the basis of race, color or national origin; 2) Title IX of the Education
Amendment of 1972, as amended (20 USC ss. 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 USCs.794), which prohibits discrimination on the basis of
handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 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 Comprehensive Alcohol Abuse and Alcoholism Prevention,
Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to
nondiscrimination on then basis of alcohol abuse or alcoholism; 7) The Public Health
Service Act of 1912, ss. 523 and 527 (42 USC ss. 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's et seq.), as amended, relating to nondiscrimination in
the sale, rental of financing of housing; 9) The Americans with Disabilities Act of 1990
(42 USC's 1201 Note), as maybe amended from time to time, relating to
nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13, Art. VI,
prohibiting discrimination on the bases of race, color, sex, religion, disability, 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.
Dive Umbrella 2004
4
10. ASSIGNMENT/SUBCONTRACT
KADO 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 KADO, which approval shall be subject to such conditions and
provisions as the Board may deem necessary and pursuant to the recommendation of
the County Court Administrative Judge. 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. Unless expressly provided for
therein, such approval shall in no manner or event be deemed to impose any additional
obligation upon the board.
11. COMPLIANCE WITH LAW
In providing all services/goods pursuant to this agreement, KADO 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 KADO. KADO shall possess proper licenses
to perform work in accordance with these specifications throughout the term of this
contract.
12. DISCLOSURE AND CONFLICT OF INTEREST
The Keys Association of Dive Operators 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, KADO shall
notify the County of any financial interest it may have in any and all programs in Monroe
County which KADO 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.
The County and KADO 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,
Dive Umbrella 2004
5
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, KADO 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.
13. ARREARS
KADO 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. KADO
further warrants and represents that it has no obligation or indebtedness that would
impair its ability to fulfill the terms of this contract.
14. NOTICE REQUIREMENT
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 COUNTY: Suzanne Hutton, Assistant County Attorney
PO Box 1026
Key West, FI. 33041-1026
FOR KADO: Mr. Bob Holston
3128 North Roosevelt Blvd
Key West, FL 33040
FOR TDC: Harold Wheeler
1201 White Street, Suite 102
Key West, FL 33040
15. TAXES
The County is exempt from payment of Florida State Sales and Use taxes. KADO
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
KADO authorized to use the County's Tax Exemption Number in securing such
materials. KADO shall be responsible for any and all taxes, or payments of
withholding, related to services rendered under this agreement.
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16. TERMINATION
A. The County may terminate this contract for cause with seven (7) days notice to
KADO. Cause shall constitute a breach of the obligations of KADO to perform
the services enumerated as KADO 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.
17. GOVERNING LAW VENUE INTERPRETATION COSTS AND FEES
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 KADO agree
that venue will lie in the appropriate court or before the appropriate administrative
body in Monroe County, Florida.
C. The County and KADO 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 KADO 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 KADO 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.
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F. Adjudication of Disputes or Disagreements. County and KADO 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 no resolution can be
agreed upon within 30 days after the first meet and confer session, the issue or
issues shall be discussed at a public meeting of the Board of County
Commissioners. 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.
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 KADO 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 KADO specifically agree that no party to this
Agreement shall be required to enter into any arbitration proceedings related to this
Agreement.
18._ BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall bind and inure
to the benefit of the County and KADO and their respective legal representatives,
successors, and assigns.
19. 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.
20. CLAIMS FOR FEDERAL OR STATE AID
KADO 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.
21. 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.
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22. LEGAL OBLIGATIONS AND RESPONSIBILITIES
Non -Delegation of Constitutional or Statutory Duties. This Agreement is not intended
to, nor shall it be construed as, relieving any participating entity from any obligation or
responsibility imposed upon the entity 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.
23. NON -RELIANCE BY NON-PARTIES
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
KADO agree that neither the County nor the KADO 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.
24. ATTESTATIONS
KADO 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.
25. NO PERSONAL LIABILITY
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.
26. 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 singing any
such counterpart.
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27. SECTION HEADINGS
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.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the
day and date first written above in four (4) counterparts, each of which shall, without
proof or accounting for the other counterparts, be deemed an original contract.
(SEAL)
Attest:
DANNY L. KOLHAGE, Clerk
Clerk ii-o--'�
(SEAL)
Attest:
Monroe County Board of County
Commissioners
.oA�- t-za�
Mayor/Chairman
Keys Association of Dive tors
i' '
By
President
MONROE COUNT',
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EXHIBIT -A
DIVE UMBRELLA RECOMMENDATION COMMITTEE
The Recommendation Committee is established to recommend appropriations for Dive
related marketing activities to the TDC and BOCC.
The Recommendation Committee of KADO, as Dive Umbrella, an advisory committee
to the Monroe County TDC and BOCC, is comprised of five (5) members, with one
member representing each of the five TDC districts throughout the Florida Keys. Each
member shall be engaged in business in the district which said member represents,
such business being related to the Dive industry. The members shall be appointed by
KADO and confirmed by the TDC and BOCC.
As of the commencement of the contract effective October 1, 2004 the members shall
be:
District I Cece Roycroft
District II
Maryanne Rockett
District III
Sally Billiter
District IV
Kristi Newth
District V
Joe Dowda
Upon the cessation of operations of a member's dive related business in the District for
which appointed, a member shall be immediately terminated from the Recommendation
Committee and KADO shall appoint a replacement and process the appointment for
TDC and BOCC approval. Additionally, KADO may request approval from TDC and
BOCC for a replacement member of the Recommendation Committee for any reason it
deems appropriate.
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