Item G09
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: NOVEMBER 18. 2009
Division:
TDC
Bulk Item: Yes -K- No
Department:
Staff Contact Person/Phone #: Maxine Pacini
296-1552
AGENDA ITEM WORDING:
Approval of an Amendment to Agreement with Key West Film Society, Inc. covering the Tropic Cinema
Phase 5: Expansion of Tropic Cinema project, to extend Agreement to December 31,2009.
ITEM BACKGROUND:
PREVIOUS RELEVANT BOCC ACTION:
BOCC approved original Agreement at their meeting of October 15,2008
CONTRACT/AGREEMENT CHANGES:
Amendment to Extend
STAFF RECOMMENDATIONS:
Approval
TOT AL COST:
$211,264
BUDGETED: Yes ~ No
COST TO COUNTY:
$211.264
SOURCE OF FUNDS:
TDC
REVENUE PRODUCING: Yes -K- No
AMOUNTPERMONTH_ Year
APPROVED BY: County Arty ~ OMB/Purchasing-X-
Risk Management X
DOCUMENTATION:
Included X
Not Required_
DISPOSITION:
AGENDA ITEM #
Revised 11/06
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with:
Key West Film Society, Inc.
Contract #_
Effective Date:
Expiration Date:
TDC #: 510
10/15/08
12/31/09
Contract Purpose/Description:
Approval of an Amendment to Agreement with Key West Film Society, Inc. covering
the Tropic Cinema Phase 5: Expansion of Tropic Cinema project, to extend Agreement
to December 31, 2009.
/
Contract Manager: Maxine Pacini
(Name)
,
3523 TDC # 3
(Ext.) (Department/Stop #)
,;,;J6,~~i
Agenda Deadline
for BOCC meeting on
CONTRACT COSTS
I
Total Dollar Value of Contract: $ 211,264
Budgeted? Yes~ No 0 Account Codes:
Grant: $
County Match: $
Current Year Portion: $ 59,382
117-77040-530340- TB97-643- Y-5303401
- - - -
-----
ADDITIONAL COSTS
Estimated Ongoing Costs: $~yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Changes
Needed
YesDNoB
YesDNo~
YesDNo~
YesDNoD
Date Out
Rl.' sk Mana~ment
tfl) .\\?
O.M.B./p:Wha~ng
Division Director
County Attorney
C. Hall
Comments:
OMB Form Revised 2/27/01 Mep #2
AMENDMENT (1st AMENDMENT) TO AGREEMENT
THIS AMENDMENT to agreement dated the_day of 2009, is entered into by and between
the Board of County Commissioners fOf Monroe County, on behalf of the Tourist Development Council, and
Key West Film Society~ Inc. a not for profit entity organized and operating under the laws of the state of
Florida.
WHEREAS, thefe was a contract entered into on October 15, 2008 between the parties, awarding
$211,264 for the Tropic Cinema Phase 5: Expansion of Tropic Cinema project; and
WHEREAS, it has become necessary to extend the Agreement to allow fOf completion of project;
NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to
the amended agreement as follows:
1. Paragraph 1 of the Agreement shall be revised to read: This Agreement is for the period of
October 15, 2008 through to December 31, 2009.
2. Paragraph 2 of the Agreement shall be revised to read: The Grantee shall provide the following
scope of services: Segment 1, Segment 2 and Segment 3. Segment(s) of the work is/are more particularly
described in Exhibit(s) A, detailing the work and the cost allocable to each segment, attached hereto and
incorporated herein by reference. All work for which grant funds are to be expended must be completed by
the stated termination date of December 31 ~ 2009 and all invoices pertaining to this project shall be
submitted to the Finance Department of Monroe County no later than December 31, 2009 to be
considered for payment.
3. The remaining provisions of the contract dated October 15, 2008 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)
Attest: Danny L. Kolhage, Clerk
Board of County Commissioners
of Monroe County
Mayor/Chairman
Deputy Clerk
(CORPORATE SEAL)
Attest:
Key West Film Society, Inc.
Secretary
By .~
I Presid~t
Utl4 \ ~-
Print Nam~
By.
Print Name
OR TWO WITNESSES
(1
(1)
Print Name
Print Name
MONROE COUNTY ATTORNEY
APl7fWVED AS TJ9 ~l1JRM:
(.l.lt;.t8,-c~ i . tr4\.Xt
CYNTHIA L. HALL
ASSISTA~T COUNTY ATTORNEY
Date .. ..)! __..o( cQ.(L.____
Amendment # 1
Tropic Cinema
Contract # 510
THIS AGREEMENT (Agreement) is entered into this day of
2008 by and between MONROE COUNTY, a political subdivision of the state of
Florida (County) and Key West Film Society, Inc. a not for profit organized and operating
under the laws of the state of Florida (Grantee).
WHEREAS, the third penny of Tourist Development Tax may be used to
acquire, construct, extend, enlarge, remodel, repair or improve, convention centers, sports
stadiums, sports arenas, coliseums, auditoriums, fishing piers, museums, zoological parks,
nature centers, beach improvements and beach park facilities which are publicly owned and
operated or owned and operated by not-for-profit corporations, and
WHEREAS, Grantee has applied for funding for the Tropic Cinema Phase 5:
Expansion of Tropic Cinema project; and
WHEREAS, the Grantor and TDC have determined that it is in the best interest of
the County, for purposes of promoting tourism and preserving the heritage of the community, to
attract tourists, and enlarge, remodel and improve the property for use as an auditorium open to
the public;
NOW, THEREFORE, in consideration of the mutual covenants and payments
contained herein, the Grantee and the Grantor have entered into this Agreement on the terms
and conditions as set forth below.
1. GRANT AGREEMENT PERIOD. This Agreement is for the period of October 15, 2008
through to September 30, 2009. 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 or 13 below.
2. SCOPE OF AGREEMENT. The Grantee shall provide the following scope of services:
Segment 1, Segment 2 and Segment 3. Segment(s) of the work is/are more particularly
described in Exhibit(s) A, detailing the work and the cost allocable to each segment, attached
hereto and incorporated herein by reference. All work for which grant funds are to be expended
must be completed by the stated termination date of September 30, 2009 and all invoices
pertaining to this project shall be submitted to the Finance Department of Monroe County no
later than September 30, 2009 to be considered for payment.
a) There shall be a project manager to acknowledge receipt of goods or work performed.
This Project Manager shall be George Cooper, P.O. Box 1283, Key West, FL 33041 (Tel: 305-
849-2210/E-mail: qeorqe@kevwestfilm.orq). Should there be a change in the project manager
specified in the Grantee's application, a new project manager shall be designated and notice
with new contact information shall be provided in writing to the TDC administrative office.
b) If, and to the extent that, Grantee contracts for any of the work funded under this
Agreement to be performed or completed, Grantee shall give notice to County of the contractual
Key West Film Society, Inc.
FY 2009 Funding
Contract 10#: 510
relationship, pruvide Ii Inty with a of any and all (c)lltracts cmd sl requir'-; the
contr:ldor( s) LO comply with all the terms this contract. Shuuld Grantee contract U18 wo,'k and
then jecrease work to be performed by a contractor, Grantee shedl pruvide COllllty
with an amended contracl executed by Grcmtoe and its contractor.
(i) A Grantee which is a govenilnental entity shall comply with the procurement
regulations and policies to which it is suhject, and shall provide Grantor docurnciltation of the
procurement requirements applicable to the project and compliance therewith.
(il) A Grantee which is a not-for-profit entity shall undergo procurement processes for
those parts of the project to be contracted (not performed by the entity's employees), which
shall, at a minimum, require the acquisition of two written quotes for work expected to be under
$25,000 or a notarized statement as to why such written quotes were not feasible. For work
expected to be $25,000 or more, a competitive bid process must be performed. County
procurement policies and procedures may be used by the Grantee as a guideline.
c) Grantee shall exercise good internal controls to assure that the project as described in the
funding application shall be completed on a timely basis within the proposed budget and shall
provide to County any certifications, including those by the architect, engineer, contractor or an
independent consultant if necessary, required to establish that materials which are purported to
be applied to the project are in fact so applied. Further verification shall be required to show that
equipment and other fixtures and personal property covered by this Agreement are delivered to
and installed in the project site. When any permit is required by any governmental agency,
copies of plans and other documents which are submitted to the applicable agency shall be
submitted to the County Engineering Division to enable verification that the scope of services
under this Agreement has been provided.
3. AMOUNT OF AGREEMENT AND PAYMENT. The Grantor shall provide an amount not
to exceed $211,264 (Two Hundred and Eleven Thousand, Two Hundred and Sixty Four Dollars)
for materials and services used to enlarge, remodel and improve the property. Reimbursement
request must show that Grantee has paid in full for materials and services relating to the
segment prior to seeking the 50% (fifty percent) reimbursement from Grantor. Payment shall be
50% (fifty percent) reimbursement of the total cost of the segment, subject to the cap on
expenditures for that segment as set forth in Exhibit A. Reimbursement can be sought after
each segment of the Agreement is completed and signed by the Monroe County Engineering
Department as outlined in 3.a. 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. Monroe County's performance and obligation to pay under this Agreement is contingent
upon an annual appropriation by the BOCC.
a) Payment shall be made upon the completion of a specific segment as outlined in the
Scope of Services and Exhibit A. Payment for expenditures permissible by law and County
policies shall be made through reimbursement to Grantee upon presentation of Application for
Payment Summary- AlA Document G702 or similar certification as required below for
governmental entities and not-for-profit entities, invoices, canceled checks and other
documentation necessary to support a claim for reimbursement. Included in said documentation
Key West Film Society, Inc.
FY 2009 Funding
Contract 10#: 510
2
shall be nrnof that Gr;:3!1;ee !.las received the property, realty m i)(;rsonalty, for edch)egment
of ACjrcenv:nt as outlined ii \ L:xhibii ^ and paid an amount eqlkJI tu or great(~r than :118 amouill
invoiceJ to the Grantor. It Si11l1 be necessary the Grantee to (CJiltact the Countyngineering
Division and to arrange for inspections upon the completion of each seg!llent. The
documentation needed to support the payment request shall be in the form necessary for
submission and available to the COlinty Engineer at the time of in;.!IYlction. All SUbl11issions for
payment sllall have a proposed ~.chedule of values for segment(s) and indicate the percentage
of completion of tile overall project as of the submission. This ,xument should be ~:,igned by
the project architect, engineer, general contractor or project man2lger. Photos of the progress of
the work shall also be subrnitted with the payment application. It shall be the responsibility of
the project architect, engineer, general contractor or project manager to initiate the
communication with the Monroe County Engineering Division to facilitate the inspection(s) of the
segment of the project. All submissions requesting payment shall be approved in writing, and
signed, by the Monroe County Engineering Division as to the completion of the segment of the
project for which payment is requested. The application for payment document must be certified
through a statement signed by an officer of the organization and notarized, declaring that
representations in the invoice are true and factual. Grantee shall also provide partial releases of
liens or certifications of non-lien if applicable. Grantor shall retain 10% of any payment on work
in progress until the Grantee has provided a Final Release of Lien for each vendor/Contractor
for whom payment is requested. For projects exceeding $25,000 in TDC funding under this
Agreement, final payment will not be made until the following documents are complete and
submitted to the Grantor:
AlA Document G-702 Application for Payment Summary
AlA Document G-704 Certificate of Substantial Completion
AlA Document G-706 Contractor's Affidavit of Debts & Claims
AlA Document G-706A Contractor's Affidavit of Release of Liens
AlA Document G-707 Consent of Surety to Final Payment (when applicable)
Final Release of Lien or Affidavit and Partial Release of Lien
For projects for which TDC funding under this Agreement is $25,000 or less, the AlA
documentation is not required, but sufficient documentation must be submitted to County to
provide similar assurances that the work has been completed and contractors/suppliers paid.
All payment requests must be submitted no later than the completion of project of September
30,2009. Invoices received after September 30,2009 will not be considered for payment.
b) Documentation shall be submitted to the TDC Administrative Office to show the receipt and
application of in-kind donations of goods, professional services, and materials. Said
documentation should include invoices, bills of lading, etc., and be verified as received and
applied to the project through a notarized statement of the project architect, engineer, general
contractor or project manager. The receipt and application to the project of volunteer labor are
to be documented and verified by notarized signature of the project architect, engineer, general
contractor or project manager, and said documentation submitted to the TDC Administrative
Office. All submissions shall identify the items included in Exhibit A and grantee shall complete
the Application for Payment form which is provided within the payment/reimbursement kit
Key West Film Society. Inc.
FY 2009 Funding
Contract 10#: 510
3
prov
Sfli111 indil~.i
fTlent
manager.
Photographs sllowing progress .1 project shall be included in any lent requesLThe I f oject
Manager certify delivery project sIte installation there'~! of <lny gcods or~!:"rvices
provideci lor than through all a chitect, enginec:H or contractor. 1\11 perforrned and iJoods
received on site and incorpor.3ted into the project shall be verified by one the o:egoing.
Submission of any documentation which is untrue, falsified, or otherwise misrepresents the work
which has been completed, paid, or donated shall constitute a breach of agreement, fur which
breach the contract Illay be immediately terminated at the discretion of the County, whose
decision shall be final.
liSt!
percentage rYI \:onpletion ,.)f
signed t: ,e projc;ct
vviw;h are
p: Djed ~'S
18er,
to reimbuI5 nd
the suLmisljic)I]. This
conf,8ctor project
c) Grantee must submit all documentation for final payment on or before the termination
date of this grant of September 30, 2009. Invoices received after September 30, 2009 will
not be considered for payment.
d) At any time that the documentation requirement policies of Monroe County are revised,
such as to require annual inventory reports for equipment purchased under a TOC capital
project grant, Grantee shall comply thereafter with such increased requirements, or further
funding under the Agreement may be terminated by County.
e) Upon successful completion of this Grant Agreement, the Grantee may retain ownership
of the real and personal property acquired and/or improved with funding under this Grant
Agreement. However, the Grantee shall maintain, preserve and operate the property which was
acquired or improved under this Agreement for the uses and purposes which qualified the
Grantee for tourist development tax funding. Grantee shall complete and sign a Property
Reporting Form (provided within payment/reimbursement package) for personal property and
forward said completed form with the appropriate invoice to the TOC Administrative Office. Real
property acquired or improved through funding under this Agreement shall remain dedicated for
the purposes set forth herein or for other purposes which promote tourism and ownership of said
property shall be retained by the Grantee. The following terms shall apply:
(i) The Grantee shall have the use of the property, including both realty and personalty
acquired with funding under this agreement, at the project site for so long as the facility is
operated by Grantee, open to the public, and has a primary purpose of promoting tourism. At
such time as any of the conditions in the preceding sentence shall cease to exist, the Grantee
shall transfer ownership and possession of equipment and personal property to a local
government or another not-for-profit organization which is a facility for which tourist development
taxes may be used pursuant to Florida Statute with prior approval from TOC and SOCC.
(ii) At any time that the Grantee: (a) elects to stop the project or otherwise decide not to place
into service for tourist-related purposes the facility acquired, constructed, or renovated with
tourist development tax funding, (b) demolishes the project facility or divests itself of ownership
or possession of the real property, or (c) ceases the use of the property with a primary purpose
of promoting tourism, Grantee shall, pursuant to the formula set forth hereafter, refund to the
County the Tourist Development funding. This provision shall survive the termination date of all
Key West Film Society, Inc.
FY 2009 Funding
Contract 10#: 510
4
otller provisioi of tllis contracl ;) period of tel the d8illolition transfer of
('wner.ship, or cI~anDe to :1 non tourist related purpuJt-; occur the -iiity has l)i~en used for
tourist related purposes for at three (3) years, amount of retui id shal! b(C; pro
based on a usefllllife of ten (10) yc;srs.
(iii) The Grantee is responsible for the implementation of adequate maintenance procedures
to keep the rea! and personal property in good operatin~J condition.
(iv) The Grantee is responsible for any loss, dZlrnage, or theft of, and any loss, dam:1ge or
injury caused by the use of, real or personal property or equipment purchased through funding
under this Agreement.
4. RECORDS AND REPORTS. The Grantee shall keep such records as are necessary to
document the performance of the Agreement and expenses as incurred, and give access to
these records at the request of the TDC, the County, the State of Florida or authorized agents
and representatives of said government bodies. The Grantee shall also provide such access to
the personal property and equipment purchased under this Agreement. It is the responsibility of
the Grantee to maintain appropriate records in accordance with generally accepted accounting
principles consistently applied to insure a proper accounting of all funds and expenditures. The
Grantee 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 Grantee will be billed by the Grantor
for the amount of the audit exception and shall promptly repay any audit exception.
(a) Public Access. The County and Grantee 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 Grantee in conjunction with this Agreement; and the County shall have the right to
unilaterally cancel this Agreement upon violation of this provision by Grantee.
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. The terms, covenants, conditions, and provisions of this
Agreement shall bind and inure to the benefit of the County and Grantee and their respective
legal representatives, successors, and assigns.
6. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the Grantee 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
Grantee 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.
Key West Film Society, Inc.
FY 2009 Funding
Contract 10#: 510
5
((l) No Per~)on311 iability. No coveilclilt or AgreE:rnent contLlined herein shail deemed to be
covel1;:mt or A~Ji eCIl ient of any member, officer, agent or c,1 nployee of [v1onrce C;olinty in Ilis or
lei individual and no men officer, agent or employee of MOniCO County shall be
liable personally on this Agreement or be subject to any personal liability or <..iccountability by
reason of the execution of this Agreement.
7. COMPLIANCE WITH LAW. In carrying out its obligaticns under this AglE.;ernent, the Grantee
shall abide by statutes, 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 Grantor to terminate this Agreement immediately upon delivery
of written notice of termination to the Grantee.
8. RESTRICTIONS ON AGREEMENTS ENTERED PURSUANT TO THIS AGREEMENT. The
Grantee shall include in all Agreements funded under this Agreement the following terms:
a) Anti-discrimination. Contractor agrees that it 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 Agreement upon an Agreement or understanding for a commission, percentage,
brokerage or contingent fee, and that no employee or officer of the Contractor has any interest,
financially or otherwise, in contractor. For breach or violation of this warranty, the Contractor
shall have the right to annul this Agreement without liability or, in its discretion, to deduct from
the Agreement price or consideration, the full amount of such commission, percentage,
brokerage or contingent fee. Contractor acknowledges that it is aware that funding for this
Agreement is available at least in part through the County and that violation of this paragraph
may result in the County withdrawing funding for the Project.
c) Hold harmless/indemnification. Contractor acknowledges that this Agreement 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
County of any suit, claim or action made against the Contractor 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 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 County from any suits,
Key West Film Society, Inc.
FY 2009 Funding
Contract 10#: 510
6
by any person persons 0nd all costs and ex of litifJation
L, : ltractor for injuries to or to ;)r(perty occurri
or thereafter results fronl performance by Contractor of th(~
igations set forth in this Agreement At all times during the term of this .^,greement and for
one after acceptzmce of the project Contractor shaH maintain on file the COUllty
lificate uf the insl TlnCe of the carriers showing that the aforestlid insurance policy is in
The fo!lowin~J coverage's shall be provided:
1 VVorkers Co;npensation 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 Contractor, the County and the TDC shall be named as additional insured, exempt workers
compensation. 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 Agreement and for one year after acceptance of the project,
Contractor shall maintain on file with the County a certificate of insurance showing that the
aforesaid insurance coverage's are in effect.
e) 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.
f) Right to Audit. The Contractor shall keep such records as are necessary to document the
performance of the Agreement and expenses as incurred, and give access to these records at
the request of the TDC, the County, the State of Florida or authorized agents and
representatives of said government bodies.
9. HOLD HARMLESS/INDEMNIFICATION. The Grantee hereby agrees to indemnify and hold
harmless the BOCC/TDC and the 3406 North Roosevelt Blvd. Corporation or 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 Grantee shall immediately give notice to the Grantor of any suit, claim or action
made against the Grantor that is related to the activity under this Agreement, and will cooperate
with the Grantor in the investigation arising as a result of any suit, action or claim related to this
Agreement.
(a) Non-Waiver of Immunity. Notwithstanding he provisions of Sec. 768.28, Florida Statutes,
the participation of the County and the Grantee in this Agreement and the acquisition of any
Key West Film Society, Inc.
FY 2009 Funding
Contract ID#: 510
7
cOlTirnucial liabdity in;:-,lllcJllce cOV:3rage,nsurance cove'; m gOVHili !lent
i 11;", lH3 Ice pool covel,i~le shall not be dcellied a wdiver of ,',ill!! lity la the e> ient of liclbility
COVE: , nor ~~hall any contmct entered by the COU1lty be required to contain [)flY provisiun
for V/cliveL
(b) Privileges and Immunities. All of the privileGes and immunities from liability, exemptions from
laws, ordinances, and rules and pensions and relief, disability, workers' compensation at ,J
other benefits which apply to the activity or officers, agents, or employees of any public agel Its
or employees of Ihe County, when performing their respectiv(j functions under 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.
10. NONDISCRIMINATION. County and Grantee 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. County
or Grantee 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 USC s. 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 the basis
of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42
use 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 or 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) 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. ANTI-KICKBACK. The Grantee 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 the said funded project, except for general
membership. For breach or violation of this warranty, the Grantor shall have the right to annul
this Agreement without liability or, in its discretion, to deduct from the Agreement price or
consideration, the full amount of such commission, percentage, brokerage or contingent fee.
Key West Film Society, Inc.
FY 2009 Funding
Contract 10#: 510
8
12. lvilt\!ATIOf"\l This A;:Jreernerlt ",llal! tpninate on 30, 2009.
pI ior thHI do shall occur i~never funds canr obt<lined cr 0::1I1not be continued at a
sufficient lO allow for the cC.ltinuation of this /\Dieernent pursu,:.nt 10 tc:rms herein. In tho
event funds cannot he continued 8t a level sufficient to [low the continuation of this
Agreemcmt pursuant to the terms specified this /\greenellt may then be terminated
irnmedi;:;tely by written notice of termination delivered in persol' n; by mail to Grantee. The
Grantor lllay terminate this Agreement without cause upon giving written notice of terrnination to
Applicant The Grantor shall not be obligateJ to pay for any sE:;rvices or goods provided by
Crantee after Grantee has l'irceived written notice of termination.
13. TERMINATION FOR BREACH. The Grantor 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 Grantee shall not be deemed or considered as a
continuing waiver and shall not operate to bar or prevent the Grantor from declaring a forfeiture
for any succeeding breach either of the same conditions or of any other conditions. Failure to
provide Grantor with certification of use of matching funds or matching in-kind services at or
above the rate of request for reimbursement or payment is a breach of Agreement, for which the
Grantor may terminate this Agreement upon giving written notification of termination.
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 Grantee and the Grantor.
15. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES.
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. This Agreement
is not subject to arbitration. 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.
(a) Venue. In the event that any cause of action or administrative proceeding is instituted
for the enforcement or interpretation of this Agreement. the County and Grantee agree that
venue shall lie in the appropriate court or before the appropriate administrative body in Monroe
County, Florida.
(b) 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 Grantee 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.
Key West Film Society, Inc.
FY 2009 Funding
Contract 10#: 510
9
(c) I':ees and COSlS. fhe County Grantee agree in the event any couse
ol action u, administrative plcceedin~l is IniUcltcd or delended by 3n)' party relative lo the
enforcement or interpretation of this Agreement, the prevailing party shall be entitled to
reasonable torney's fees, court costs, investigative, and out.orpocket expenses, as an award
against tile I ion-prevailing party, and shall include attorney's fees, CClurts cosls, inve2'tig8tive,
and out-of-pocket expenses in appe!late proceedinC]s.
(d) Adjudication ol Disputes or Disagreements. County and Grantee agree that all disputes
and disagre8ments 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. This agreement shall not be subject to
arbitration.
(e) 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 Grantee 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 Grantee specifically
agree that no party to this Agreement shall be required to enter into any arbitration proceedings
related to this Agreement.
16. ETHICS CLAUSE: Grantee warrants that he has not employed, retained or otherwise
had act on his behalf any former County officer or employee in violation of Section 2 or
Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance
No. 10-1990. For breach or violation of the provision the Grantor may, at its discretion terminate
this Agreement without liability and may also, at its discretion, deduct from the Agreement 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. The County and
Grantee 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, individuat, 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 Grantee 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.
(a) Covenant of No Interest. County and Grantee covenant that neither presently has any
interest, and shall not acquire any interest, which would conflict in any manner or degree with its
performance under this Agreement, and that only interest of each is to perform and receive
benefits as recited in this Agreement.
Key West Film Society, Inc.
FY 2009 Funding
Contract 10#: 510
10
(i)) Coc;e of L:tltics Cuumy CE,S that of
vvill rl.:quirc;d comply standarrls of cor for pubiic oficClS and {
delineated in 0oction 11 .3"13, iGa Statl :le~;, [Jut not; to, n or
acceptance of ~lifts; doing busim;ss with one's agency: un3uthorized compensation; misu~c of
public position, nfllcting employment or contractucli relationship; and disclosure or use.
certain info: mdtion.
17. PUBLIC ENTiTY CRIME ATEMENT: A or affiliate who has been plac\Jo on
the convicted \!2ndor list following a conviction for pUl)lic entity crime may not submit a bid on an
Agreement to provide any goods or services to a public entity, may not submit a bid on a
Agreement with a public entity for tile 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, sub~contractor, or consultant under a Agreement 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. By executing this document grantee warrants that it is
in compliance with this paragraph.
18. AUTHORITY: Grantee 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 Grantee below certifies and warrants that the Grantee'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 Grantee, and this Agreement has been approved by the
Board of Directors of Grantee or other appropriate authority.
19. LICENSING AND PERMITS: Grantee 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.
20. INSURANCE: Grantee agrees that it maintains in force at its own expense a liability
insurance policy which will insure and indemnify the Grantee and the Grantor from any suits,
claims or actions brought by any person or persons and from all costs and expenses of litigation
brought against the Grantee for such injuries to persons or damage to property occurring during
the Agreement or thereafter that results from performance by Grantee of the obligations set forth
in this Agreement. At all times during the term of this Agreement and for one year after
acceptance of the project, Grantee shall maintain on file with the Grantor a certificate of the
insurance of the 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 Combined
Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be $250,000
per Person $500,000 per occurrence $50,000 property damage.
Key West Film Society, Inc.
FY 2009 Funding
Contract 10#: 510
11
3. Compier iensive /\uto
single limit per OCCUITence.
Insurcmce with n inimum
4. The Contractor shall be required to purchase and maintain, throughout the life of the
(;Qlltract, and until project is accepted by the County, i1der's F:;isk Insurance on 311 /\11 f~isk
of Loss form. Coverage shall include:
Theft
Windstorm
Hail
Explosion
Riot
Civil Comrnation
Aircraft
Vehicles
Smoke
Fire
Collapse
Flood
The policy limits shall be no less than the amount of the finished project and coverage shall be
provided on a completed value basis.
Property located on the construction premises, which is intended to become a permanent part of
the building, shall be included as property covered.
The policy shall be endorsed permitting the County to occupy the building prior to completion
without affecting the coverage.
The Monroe County Board of County Commissioners shall be named as Additional Insured and
Loss Payee.
The Grantee, the Grantor and the TOC shall be named as additional insured, except workers
compensation. The policies shall provide no less than 30 days notice of cancellation, non-
renewal or reduction of coverage.
Grantee shall provide, to the County, as satisfactory evidence of the required insurance,
including the insurance policy application and either:
. Original Certificate of Insurance
or
. Certified copy of the actual insurance policy
Or
. Certificate of Insurance e-mailed from Insurance AgenUCompany to County Risk
Management - Telephone Maria Slavik at 295-3178 for details (Certificates can
be e-mailed directly from the insurance agency to: Slavik-
Maria@MonroeCountv-FL.Gov - The e-mail must state that this is a certificate
for a TDC project and should be forwarded to Maxine Pacini at the TDC
administrative office)
An original certificate or a certified copy of any or all insurance policies required by this
contract shall be filed with the Clerk of the BOCC prior to the contract being executed by
Key West Film Society, Inc.
FY 2009 Funding
Contract ID#: 510
12
Cieri,s cffice.
Ie Insurance
must state Unt the fVlonroe CO! ! BOee and
illoe County
s the Certific<.1Tc Holder
, [tienal Im;ured
thi~ contract.
Insurance should be mailed to:
f'.lonroe County Board of County COt missioners
C/O Risk Management
.0, Box 1026
Key West, FL 33041
21, NOTICE. Any notice required or permitted under this agreement shall be in writing and
had delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt
requested to the following:
For Grantee: George Cooper
P.O. Box 1283
Key West, FL 33041
For Grantor: Lynda Stuart
Monroe County Tourist Development Council
1201 White Street, Suite 102
Key West, FL 33040
and
Cynthia Hall, Asst. County Attorney
P.O. Box 1026
Key West, FL 33041-1026
22. CLAIMS FOR FEDERAL OR STATE AID. 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,
23. 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.
24. 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
Key West Film Society, Inc.
FY 2009 Funding
Contract ID#: 510
13
ld lee thill County no! tile 13rantee ur any (19 ,officer or
elll of eilller Sf have the -Iulilo!ity to infonn, coum,el or otherwise indic;:te that a!1Y
P8lticLi!a, individual or p of individuals, entity or ef ltities, Ik entitlement; or ,onefits under
this I\(lreement separate and apart. inferior to, or superior to the community in general or for the
purposes contelllplatedn this Agreement.
25. /\fTESTATIONS Crantee agrees to execute such documents as the County may
reasoll<.lbly requil-e, to illciude a Fublic ly Crime Statement, an Ethics Statement, and a
DrugF ree Workplace St.ltement.
26. 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.
27. FORCE MAJEURE. The Grantee shall not be liable for delay in performance or failure to
complete the project, in whole or in part, due to the occurrence of any contingency beyond its
control or the control of its contractors and subcontractors, including war or act of war whether
an actual declaration thereof is made or not, act of terrorism Impacting travel in the United
States, insurrectIon, riot or civil commotion, act of public enemy, epidemic, quarantine
restriction, storm, flood, drought or other act of God, or act of nature (including presence of
endangered animal species which cannot be tImely removed in a safe manner or any act of any
governmental authority which prohibits the project from proceeding as described in the scope of
services and incorporated references and which the Grantee has exercised reasonable care in
the prevention thereof. However, lack of planning for normal and expected weather conditions
for the time of year the project is to be executed shall not constitute an act of God excusing a
delay. Any delay or failure due to the causes stated shall not constitute a breach of the
Agreement; however, the BOCC shall have the right to determine if there will be any reduction to
the amount of funds due to the Grantee after consideration of all relevant facts and
circumstances surrounding the delay in performance or failure to complete the project within the
contract period. Upon demand of TDC or BOCC, the Grantee must furnish evidence of the
causeS of such delay or failure. BOCC shall not pay for any goods received or services
provided after the date(s) described in paragraph 1 and Scope of Services.
28. 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.
29. 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.
Key West Film Society, Inc.
FY 2009 Funding
Contract ID#: 510
14
I ,
8tO
J(:~t v II
(CORPORATE SEAL)
Attest:
By,
Secretary
Print Name
Date:
OR TWO WITNESSES
(1)~~
(1) .~~ ~~ter?-
Print Na e
&/7'~/ lit!
, {
Date:
Key West Film Society, Inc,
FY 2009 Funding
Contract 10#: 510
(1;' I'd (
f"unroe
~){)f~
\i1nyor/Chalrman
I{ey West Film Society, Inc.
By ~
~JlfttI8~ ~ Hi LfvA <7 ~ 1 c}J
P~t Name
Date: 2;' '2- ~ . CD6
(2)
If
t::'D\NARD ST t..(N f'f\ R'D'T
Print Name
Date: ~4"'2. "2 } 'Loo g
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