Loading...
Item C01 CI BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE i Mayor Holly Merrill Raschein,District 5 The Florida Keys Mayor Pro Tern James K.Scholl,District 3 Craig Cates,District 1 Michelle Lincoln,District 2 ' David Rice,District 4 Board of County Commissioners Meeting January 31, 2024 Agenda Item Number: C 1 2023-1911 BULK ITEM: Yes DEPARTMENT: Parks and Beaches TIME APPROXIMATE: STAFF CONTACT: Tammy Acevedo N/A AGENDA ITEM WORDING: Approval to award a contract to the highest ranked respondent and enter into a agreement with StandGuard Aquatics, Inc., for operation and management services of the Jacobs Aquatic Center located at 320 Laguna Avenue, Key Largo, Florida, 33037, contingent on approval from Florida Communities Trust FCT, a state-funded land acquisition program which provided grant funding for the initial property acquisition as required by the grant acquisition terms. ITEM BACKGROUND: The UKCP provided management services for the past 23 years. When UKCP indicated they were no longer able to manage the pool operations, county staff in following Monroe County Code provisions and the Purchasing Policy, advertised a Request for Proposals (RFP) for Operation and Management Services of the Jacobs Aquatic Center to determine the best provider for those services. On December 21, 2023, the Selection Committee ranked StandGuard Aquatics, Inc., the highest responsive bidder. It is the recommendation of the Selection Committee to enter into an agreement with StandGuard Aquatics, Inc., contingent on approval from FCT as required by the grant acquisition terms, for a term of two (2)years, renewable, at the County's sole discretion, for five (5) additional two (2)year terms. PREVIOUS RELEVANT BOCC ACTION: On September 20, 2023, the BOCC approved the Fourteenth Amendment to the Community Swimming Pool Lease Agreement to extend the lease on a month-to-month basis. On May 17, 2023, the BOCC approved the Thirteenth Amendment to Community Pool Lease Agreement with Upper Keys Community Pool, Inc., to extend the lease term on a month-to-month basis not to exceed September 30, 2023; to allow reimbursements and/or assumption of certain utility and insurance expenses; and allow the County to perform some upkeep, maintenance, and repairs for the property known as Jacobs Aquatic Center located at Key Largo Community Park. On February 15, 2023, the BOCC approved the Twelfth Amendment to the Original Lease to extend the term to July 13, 2023. On January 18, 2023, the BOCC ratified and approved an Eleventh Amendment to the Original Lease to extend the term for an additional ninety (90) days, terminating on March 13, 2023. 14 On June 15, 2022, the BOCC approved an Amendment to the Original Lease to extend the term for an additional two (2) year term commencing retroactive to December 14, 2020, and terminating on December 13, 2022. On April 20, 2005, October 19, 2005, October 18, 2006, October 17, 2007, October 15, 2008, October 21, 2009, October 20, 2010, October 19, 2011, and August 15, 2012, the BOCC provided funding for operations via Lease Amendments. On March 22, 20019 July 17, 2002, February 19, 2003, December 17, 2003, and March 17, 2004, the County provided funding for capital costs and utilities via separate contracts. December 14, 20009 BOCC approved a twenty (20) year Lease with Upper Keys Community Pool for construction and operation of a pool at the Key Largo Community Park. INSURANCE REQUIRED: Yes CONTRACT/AGREEMENT CHANGES: Initial Agreement with StandGuard Aquatics, Inc., for the Operation and Management Services of Jacobs Aquatic Center located at the Key Largo Community Park, 320 Laguna Avenue, Key Largo, Florida, 33037, contingent on approval from FCT. STAFF RECOMMENDATION: Approval DOCUMENTATION: Agreement for Jacobs Aquatic Center Pool Operations Proposal from StandGuard Aquatics, Inc. RFP Jacobs Aquatic Center Pool Operations (Bonfire) Selection Committee Meeting Minutes for Jacobs Aquatic Management RFP Cumulative Ranking Sheet COI EXP 4m24.pdf FINANCIAL IMPACT: Effective Date: Expiration Date: Total Dollar Value of Contract: $495,800.00 Total Cost to County: Annual County reimbursement shall not exceed $495,800.00. Current Year Portion: $433,825.00 Budgeted: Yes Source of Funds: Cost center no. 20531 CPI: N/A Indirect Costs: Maintenance and Capital Improvements Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: Yes, If yes, amount: Actual basic services revenue to be deducted from monthly invoicing. Grant: No County Match: No Insurance Required: Yes, current COI is attached. 15 16 AGREEMENT FOR OPERATION AND MANAGEMENT SERVICES JACOBS AQUATIC CENTER, MONROE COUNTY, FLORIDA THIS AGREEMENT is made and entered into on the day of 2024, by and between MONROE COUNTY, a political subdivision of the State of Florida, hereinafter referred to as "County", whose address is 1100 Simonton Street, Key West, Florida 33040, and STANDGUARD AQUATICS, a Georgia based Corporation, hereinafter referred to as "Operator"or"Contractor",whose address is 5665 Atlanta Highway, Suite 103-168,Alpharetta. GA, 30004. WHEREAS, County is the owner of the Jacobs Aquatic Center, hereinafter"Jacobs", and WHEREAS, County advertised via the competitive solicitation process a Request for Proposals ("RFP") for Operation and Management Services at Jacobs Aquatic Center, through which Contractor was deemed the highest ranked responsive, conforming proposer; and WHEREAS, County desires to enter into an agreement with-exclusive right to manage and operate Jacobs Aquatic Center Key Largo, Florida, and WHEREAS, the Contractor desires to enter into such agreement and represents to the County that it is qualified to operate a pool management and has the financial resources to undertake such an operation; NOW, THEREFORE, IN CONSIDERATION of the premises and of mutual covenants and promises hereinafter contained, the parties do hereby agree as follows: 1. Premises. The COUNTY does hereby enter into this POOL OPERATIONS AND MANAGEMENT LEASE AGREEMENT unto CONTRACTOR and the CONTRACTOR does hereby accept from the COUNTY, in its "as is" condition, the Premises identified and known as Jacob's Aquatic Center hereinafter the "Premises", identified and shown on Exhibit A, situated at 320 Laguna Avenue,Key Largo,Monroe County,Florida. Exhibit A is attached to this Agreement and made a part hereof and incorporated by reference. 2. Agreement Documents. The documents, of which this agreement is a part, are as follows: This agreement and any amendments executed by the parties hereafter, together with the RFP and any addenda, the response to the RFP, and any attached exhibits thereof, and all required insurance documentation and required licenses. In the event of a discrepancy between the documents,precedence shall be determined by the order of the documents as just listed. Page 1 of 56 17 3. Scope of Work and Regulations. The Contractor shall manage and operate a community pool, currently located on that certain portion of Key Largo Park, currently known as Jacobs Aquatic Center. Contractor shall: (a) Comply with all the applicable requirements of the statutes, rules, ordinances, regulations, orders, and policies of the federal, state, county, and city governments, including but not limited to, Florida Community Trust(FCT) and State regulations and requirements, in effect on the effective date of this Agreement or later adopted. (b) Be required to obtain and maintain Monroe County Occupational Licenses before beginning operations. Contractor shall also be responsible for obtaining and maintaining any additional licenses which may be required by Contractor's operations at Jacob's Aquatic Center before beginning operations. A copy of all licenses must be provided to the County Parks and Beaches Sr. Budget Manager within fifteen (15) days of contract award. (c) Maintenance and repairs as detailed in this Agreement and the RFP. (d) Be responsible for all duties associated with staffing lifeguards, swimming instructors and instructors for other aquatic activities including all training, scheduling,providing uniforms, and supervising all personnel. (e) Be required to manage and schedule swimming lessons and aquatic activities, private rentals, and groups requesting group rates during regularly scheduled pool hours. Advertising swimming lessons and other aquatic activities shall also be required of the Contractor. (f) Perform normal lifeguarding duties such as monitoring patrons in the pool area, responding to first aid situations, enforcing rules and regulations, light pool area cleaning to include but not limited to sweeping the deck, emptying trash cans, straightening pool furniture, and removing debris. Ensure the rules signs are accurate and visible to the public and safety inspected is inspected daily. (g) Promptly investigate and provide written notification of all accidents, injuries, damage, destruction of property, or complaints as required. (h) Be responsible for the daily cleaning and inspection of the public pool restroom, rinse showers, and the lifeguard office area. (i) Collect any and all fees associated with the management and operation of the Community room(s),pool use and concessions. All fees collected must be properly accounted for and sales tax reported to the appropriate agency, if applicable. The County retains the right to audit receipts at any time. Page 2 of 56 18 0) Create and provide a monthly revenue report of monies taken in for Basic Services from the previous month and categorized by day, age group of patrons, group-rate daily fees, and number of people in attendance. This report is to be submitted to the Director of Parks and Beaches or his designee no later than the 15'h day of the following month. Create and provide a monthly revenue report of monies taken in from Enhancement Programs from the previous month and categorized by type of program, revenue generated, and number of people in attendance. This report is to be submitted to the Director of Parks and Beaches or his designee no later than the 15' day of the following month.. (k) Invoice the County monthly for services rendered less fees received for Basic Services as further detailed in this Agreement. Annual County reimbursement shall not exceed $495,800.00. (1) Document that all personnel performing lifeguard, swimming instruction and other aquatic activity instruction duties, and all immediate supervisors are certified in lifeguarding or swimming instruction, respectively, as well as in first aid and adult, child, and infant CPR as required by the State of Florida. Contractor shall, at Contractor's sole expenses, ensure that all of its staff and personnel who will be involved in the performance of this Agreement have undergone a Level II background screening and any other background screening required by law in accordance with Chapter 435, F.S. Documentation demonstrating compliance with this subparagraph must be provided to the County and maintained at the pool as required. (m) Provide a Certified Public Pool (Operator) Service Technician(s) to maintain the cleanliness, water clarity and quality, and chemical balance of the pool, perform all pool cleaning tasks including routine brushing and vacuuming,backwashing filters,removal of any and all algae, and respond to any human fecal accidents as required by the State of Florida. Pool Service Technician shall keep all necessary records required by the State and/or County to ensure that the pool meets all State and/or County health codes and standards. (n) Provide all certified lifeguards, instructors and necessary support staff. Minimum staff level of service shall be one (1) Supervisor and two (2) Lifeguards at all times when pool is open. Monroe County shall remain responsible for any and all elevator upkeep, maintenance, inspections, repair and replacement after the first $1,000 of any repair, capital improvement and maintenance is paid by the Contractor, as deemed required at the County's sole discretion. Monroe County will make necessary repairs over $1,000.00 as agreed upon by Monroe County. Funds requested by the Contractor for additional improvements must be made in writing and approved by the Director and/or BOCC. Contractor agrees to facilitate access to the elevator and any portion of the premises required for such upkeep, maintenance, inspections, repair and replacement. Additionally, Monroe County, with Tourist Development Council (TDC) funding will Page 3 of 56 19 repair/replace the pool liner. It is anticipated this work will occur in 2024. This will necessitate the closing of the main pool for a period of time to be determined. The County and building contractor will attempt to limit interruption to Contractor and pool community. The County will communicate with the Contractor to agree on best date for construction. The small pool and splash area may remain open if building contractor agrees. The County will not be responsible for any additional reimbursement to the Contractor during this closure. The Contractor will not be responsible for any cost associated with this repair/replacement of the pool liner during the 2024 fiscal year. Once the repair/replacement is complete, the Contractor will be responsible for all future maintenance,repair and replacement of the pool liner up to $1,000.00 pursuant to this RFP and the Agreement. 4. Initial Term. This Agreement shall commence on the and will terminate on the day of 2026, unless terminated earlier under another paragraph of this agreement. 5. Renewals. This Lease may be renewed, at the County's sole discretion, contingent upon written approval of the Monroe County Board of County Commissioners (BOCC), for five (5) additional two (2) year terms, upon written request by the Contractor, provided at least sixty (60) days prior to termination of the Agreement or any renewal thereof. 6. Rental, Maintenance and Tax. (a) Contractor must open the operation for business within thirty (30) days of the effective date of this Agreement or as soon as reasonable after effective date. Reasonableness to be determined by the County Administrator or his designee. (b) 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 seven (7) years following the termination of this Agreement. An annual operating statement prepared and certified by a Certified Public Accountant (CPA) must be provided to the County on or before February 28 of the following year and shall include with reasonable detail the amount of Gross Sales made by Contractor from the Demised Premises during the preceding Lease Year. (c) The Contractor must pay all assessments,taxes, including sales taxes, levied by any governmental body with the power to impose assessments or taxes. The Contractor must provide the County with the sales tax records for each month or quarter depending on Contractor's filing requirements as set forth in Paragraph 6(b) herein and/or if required by law. Page 4 of 56 20 (d) The Contractor must provide all items and equipment needed for the operation including, but not limited to life rings, kick boards, water safety equipment, etc. All property of any kind that may be on the premises during the term of this Agreement shall be at the sole risk of the Contractor. The County shall not be liable to the Contractor or any other person for any injury, loss or damage to property or person on the premises. Contractor must furnish the necessary equipment, furnishings and fixtures needed to operate the pool. The Contractor is responsible for the sole costs and expenses of the Contractor's operation and management, including any utilities required for its operation and the equipment used by Contractor and/or offered for rental. All accessories and equipment applicable to Contractor's concession operation shall be clean and in good working condition at all times. All rental equipment shall meet strict safety standards, and equipment which is broken, or a potential safety risk, shall be removed immediately. The Contractor will be responsible for ensuring equipment is safe and meets all regulated safety requirements. During the term of this lease, Contractor is responsible for the first$1,000.00 of all maintenance and repairs, including major repairs such as structural work and roof replacement and replacement of the building, pool facilities and related structures if destroyed in accordance with this Agreement. All repairs and replacement must be of the same or better quality as the original work and conform to all applicable building codes. Contractor shall be responsible for and shall properly maintain the leased premises, and upon the termination of this lease, shall leave the premises in at least as good condition as at the time of the commencement of this lease, normal use and occupancy excepted. Contractor shall also be responsible for all other routine upkeep of the premises, the pool and the pool-related facilities such as, but not limited to, regular filter replacements. Contractor will coordinate with the County, in accordance with this Agreement, for repair and maintenance of all County assets,including but not limited to, structural and mechanical repairs. (e) The Contractor may, at its sole cost and expense, purchase additional equipment and appurtenances for Enhancement Programs with prior approval from the Director of Parks and Beaches or their designee. (f) The Contractor will keep the premises clean at all times and must meet all requirements for operations as required by the Monroe County Department of Health. Contractor must continuously maintain all pools and related facilities, including but not limited to, the water quality, in accordance with all applicable state laws and administrative regulations. Contractor must also operate all pools and related facilities in accordance with all applicable state laws and administrative regulations. All permits and/or licenses (state or local government) necessary for the operation of the pools and related facilities shall be applied for by, and shall be in the name of, Contractor. If a fine or penalty is imposed by any state or local government agency having jurisdiction over public swimming pools due to the failure of Contractor to keep and maintain the pool in conformity with state law or administrative rules or local government rules or regulations, then Contractor shall be solely responsible for the payment of that fine or penalty and the cost of coming into compliance. Page 5 of 56 21 7. Fees and Reimbursement (a) The fees charged for admittance or for any instructional or recreational program must not be differentiated based on any of the criteria set forth below in paragraph 24 nor on membership in any organization. The Board of County Commissioners of Monroe County (BOCC) will approve the initial rates for Basic Services as defined in Sections 1.02 and 1.10 of the RFP. Any request for an increase in Basic Services fees should be made to the Parks&Beaches Director no more frequently than on an annual basis. The Parks & Beaches Director shall then make a recommendation to the BOCC. The BOCC shall either approve or deny the request. Contractor is authorized to set and charge fees for Enhancement Programs as defined in Sections 1.02 and 1.10 of the RFP. All individual entrance fees, season passes, and group entrance fees charged to the public shall be collected by the Contractor and subtracted from the Contractor's monthly invoice for services rendered. The total payment to the contractor will reflect the cost of operations minus any Basic Services fees such as individual entrance fees, season passes, group entrance fees, charged and collected by the contractor, and any time the pool was closed during that month unless the reason for the closure was due to force majeure as defined in paragraph 8. Closures required by, or at the option of, the Florida Department of Health, are not considered force majeure. The total annual reimbursement by the County shall be in an amount not to exceed $495,800.00 payable up to $41,316.66 per month minus the previous month's Basic Services revenues, upon submission to the Parks and Beaches Director at parks-ap@monroecounty-fl.gov an invoice with supporting documentation. Supporting documentation shall include documentation showing all gross revenue and operating expenses. Contractor shall submit one invoice monthly in arrears on or before the 15'of the following month,with supporting documentation acceptable to the Clerk. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules, and regulations as may govern the Clerk's disbursal of funds. Payment may be withheld for failure of Contractor to comply with a term, condition, or requirement of this Agreement. Monroe County's Fiscal Year is October 1st through September 30th. All outstanding invoices must be submitted for payment within ten (10) days of the end of the Fiscal Year to avoid non-payment for those services. (b) All revenue, including fees, derived from this Agreement shall only be used to fund programs, repairs, maintenance, capital improvements and services related to, and arising out of, the Jacobs Aquatic Center. 8. Force Maieure. Any delay or failure of either Parry to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Parry's control, without such Parry's fault or negligence and that by its nature could not have been foreseen by such Parry or, if it could have been foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project; (e) actions, embargoes, Page 6 of 56 22 or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Contractor under this Section. Contractor shall give County written notice within 7 days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, or as soon as possible after such Uncontrollable Circumstance has occurred if reasonably unanticipated, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The County will not pay additional cost as a result of an Uncontrollable Circumstance. Upon the occurrence of a Force Majeure Event, the non-performing party shall be excused from any further performance of those obligations under this Agreement that are affected by the Force Majeure Event for as long as (a) the Force Majeure Event continues; and (b) the non-performing party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. (a) Upon the occurrence of a Force Majeure Event, the non-performing party shall notify the other party of the occurrence of such event and describe in reasonable detail the effect(s) of such event upon the party's performance of its obligations and duties pursuant to this Agreement. Such notice shall be delivered or otherwise communicated to the other parry within two(2)business days following the failure or delay caused by the Force Majeure Event, or as soon as possible after such failure or delay if the Force Majeure Event precludes the non-performing parry from providing notice within such time period. (b) In the event of a Force Majeure Event,the time for performance by the parties under the applicable scope of work shall be extended for a period of time equal to the time lost by reason of such cause through execution of an amendment pursuant to the terms of the Agreement. 9. Personnel. (a) The Contractor will be responsible for the supervision, hiring, and firing of their own employees and shall be solely responsible for the pay,worker's compensation insurance, and benefits. (b) Communication between the County Representative and the contractor personnel is very important. Therefore, the Contractor must assure that at least one (1) personnel can communicate well with the County Representative. Any employee hired by the Contractor will be the Contractor's employee and in no way has any association with the County. The Contractor shall insure that its employees are trained in all appropriate safety regulations, and comply with all Page 7 of 56 23 such applicable laws and regulations and comply with all other local, State, and Federal regulations. (c) The parties further agree that failure by Contractor/Respondent to perform any of the duties described in this paragraph shall constitute a material breach of the contract entitling County to terminate this contract immediately with no further responsibility to make payment or perform any other duties described herein. (d) The County may terminate this Agreement if the Board of County Commissioners of Monroe County (BOCC) determines that the economics of the operation of the pool and related facilities, or the on-going operation and maintenance, would require an annual expenditure of tax revenue or an annual expenditure of tax revenue the BOCC determines is imprudent. If this lease is terminated under this subparagraph, then neither party will have further obligation, duty or liability with respect to the other. 10. Hours of Operation. The Contractor agrees to furnish good, prompt and efficient service and/or merchandise to meet all demands for service at Jacobs Aquatic Center. The pools and facilities must be open for service seven (7) days a week Monday-Sunday, including holidays with exceptions for Christmas Day and Thanksgiving Day, from sunrise to sunset, and shall not exceed the established park hours as specified in Monroe County Code of Ordinances, Chapter 18, as may be amended from time to time. Special event hours allowed with Director of Parks and Beaches written permission. Hours of operation may be modified by mutual agreement. Certified lifeguard(s) must be on duty at all times that the pools are open. Contractor may conduct instructional and recreational programs but when such programs are not conducted, the pool and facilities must be open to the general public. 11. Use and Conditions. (a) The Contractor must provide an adequate number of covered metal or commercial outdoor plastic waste containers at its operation. Contractor shall provide separate containers for waste and for recyclables. Contractor must deposit all trash, waste, and recyclables in those containers for proper disposition of the waste and recyclables in their own dumpster. (b) No signs, advertising, or awnings maybe erected by the Contractor,unless they are approved by the Director of Parks and Beaches or his designee in writing. Signs pertaining to FCT must remain per FCT regulations. (c) Smoking shall be prohibited in accordance with Monroe County Code of Ordinances Chapter 18. (d) Contractor must furnish the necessary equipment, furnishings and fixtures needed to operate the pool.All moveable equipment and furnishings not funded by the County shall remain the property of the Contractor and may be removed from the premises by Contractor at the termination of this agreement, with County's written consent. If Contractor fails to remove said Page 8 of 56 24 moveable equipment or furnishings within five (5) days after termination of this agreement, said items shall then become the property of the County. The Contractor is responsible for the sole costs and expenses and any maintenance of the Contractor's operation and subject facilities, including any utilities required for its operation and the equipment used by Contractor and/or offered for rental. All accessories and equipment applicable to Contractor's concession operation shall be clean and in good working condition at all times. All rental equipment shall meet strict safety standards, and equipment which is broken, or a potential safety risk, shall be removed immediately. The Contractor will be responsible for insuring equipment is safe and meets all regulated safety requirements. During the term of this lease, Contractor is responsible for first $1,000 of all maintenance and repairs approved by the County in writing, including major repairs such as structural work and roof replacement and replacement of the building if destroyed. All repairs and replacement must be of the same or better quality as the original work and conform to all applicable building codes. Contractor shall be responsible for and shall properly maintain the leased premises, and upon the termination of this lease, shall leave the premises in at least as good condition as at the time of the commencement of this lease, normal use and occupancy excepted. The Contractor will keep the premises clean at all times and must meet all requirements for pool operations as required by the Monroe County Department of Health. (e) The County may, at its sole discretion,provide for capital improvement(s),upkeep, maintenance and repairs of the premises, the pool and pool-related facilities, including but not limited to pool liners, structural and mechanical repairs and other such related repairs, as necessary when Contractor is unable to do so during its Lease term and makes a request in writing to the County for such assistance. The County may provide this repair assistance to assure the premises at Jacobs Aquatic Center remains in good working order and available for public use. County shall be, and is, empowered to apply for, seek, and obtain federal, state and/or local funding to further the purpose of this Agreement. Any conditions imposed as a result of funding that affect the Project will be provided to the Contractor. Pool management company is responsible for the first $1,000.00 of any repair. Pool management company is responsible for notifying Monroe County Parks and Beaches staff of any minor repairs or replacements before any repairs are performed. Any requested repairs estimated to be over $1,000.00 must be accompanied by a written quote for their repair including parts and labor and any major repairs must be approved in writing by the director of Monroe County Parks and Beaches and/or the BOCC, as applicable, prior to work commencing. (f) In the event that the demised premises, or a major part thereof are destroyed by fire, storm, or any other casualty, the County at its option and without assuming Contractor's responsibilities, may forthwith repair the damage to such structure at its own cost and expense. If County exercises its option to repair the premises, Contractor agrees to assign its right to the insurance proceeds to the County. If insurance proceeds exceed the costs of repair, the County will, at its option, either remit the excess funds to the Contractor or apply the excess funds as a credit towards the subsidy provided to the Contractor by the County. If repair costs exceed the insurance proceeds, Contractor agrees to pay County within 30 days for any and all costs of repair not covered by insurance proceeds. (g) Contractor agrees to keep the premises in a safe, clean and well-maintained order at no expense to the County. This provision is to be monitored by the Director of Parks and Beaches or his representative. Page 9 of 56 25 (h) Contractor agrees to operate its business in a businesslike manner. (i) In the event the County elects to maintain and/or improve its properties in the vicinity of the leasehold herein, either by necessity, or by choice, such activity will not be considered as a breach of any covenant of this agreement. 0) The use of the Premises shall be solely for the Contractor and allied and incidental purposes as set forth herein, including necessary personnel and administration offices. Contractor covenants that no use of the Premises shall be allowed except to conduct the aforementioned programs and incidental office and administrative operations, without written approval from the County Administrator. (k) Contractor agrees not to sore any material, waste, pallets of other products outside the Premises or in any adjoining area. Contractor further agrees that it will not store or dispose of hazardous materials in violation of applicable law on or about the Premises except for de minimus amounts used in the ordinary course of business. (1) County and Contractor acknowledge that,unless otherwise provided for herein,the operating procedures, organization, supervision, direction, and control for the Premises shall rest with the Contractor. (m) Contractor acknowledges that County, its employees and agents, shall have reasonable access to the Premises to confirm compliance with this Agreement throughout the term of this Agreement and that such access shall not interfere with Contractor's use thereof. (n) Rights not specifically granted to the Contractor by this Agreement are reserved to the County. 12. County's Termination. Except as otherwise provided herein,the County may cancel this agreement when, after giving the Contractor thirty (30) days' written notice that an act of default has occurred, the Contractor fails or cannot cure the following: (a) The appointment of a receiver of the Contractor's assets; (b) The divestiture of the Contractor's interest in the agreement by court order or other operation of law; (c) The Contractor's abandonment of the operation. Failure to open the operation and keep it open during the business hours described in this agreement for seven (7) consecutive days from sunrise to sunset with exceptions for Christmas Day and Thanksgiving Day,unless modified in writing, shall constitute abandonment; (d) The failure of the Contractor to timely perform any of the obligations required of it under this agreement; (e) If the Contractor discontinues the use of the Premises for the purposes set forth herein, or any governmental purpose approved by the County; (f) If the County determines that the Contractor/Consultant has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the Page 10 of 56 26 option of(1)terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met; and/or (g) For Contracts of $1,000,000 or more, if the County determines that the Contractor/Consultant submitted a false certification under Section 287.135(5), Florida Statutes, or if the Contractor/Consultant has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. No waiver of default by the County of any of the obligations required of the Contractor under this agreement may be construed as a waiver of any subsequent default of any of the obligations that are required to be performed, kept, or observed by the Contractor. The County's waiver of an act of default by the Contractor is not a waiver of the right of the County to later cancel this agreement because of the Contractor's failure to subsequently perform an obligation or obligations under this Lease Agreement. 13. Insurance. (a) Contractor shall obtain and maintain at its own expense the insurance coverages listed in Exhibit C prior to commencing operation. All insurance requirements provided for in this Agreement shall be subject to annual review. (b) The Contractor must keep in full force and effect the insurance described during the term of this agreement. If the insurance policies originally purchased that meet the requirements are canceled, terminated, or reduced in coverage, then the Contractor must immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be filed with the Monroe County Risk Department or the Parks and Beaches Contract Manager, as appropriate,whenever acquired, amended, and annually during the term of this Lease. (c) The insurance required of the Contractor in this paragraph is for the protection of the County, its property and employees, and the general public. The insurance requirement is not, however, for the protection of any specific member of the general public who might be injured because of an act or omission of the Contractor. The insurance requirements of this paragraph do not make any specific injured member of the general public a third-parry beneficiary under this agreement. Therefore, any failure by the County to enforce this paragraph, or evict the Contractor if the Contractor becomes uninsured or underinsured, is not a breach of any duty or obligation Page 11 of 56 27 owed to any specific member of the general public and cannot form the basis of any County liability to a specific member of the general public or his/her dependents, or estate, or heirs. (d) Notwithstanding anything set forth in paragraph 12 of this agreement, the County may treat the Contractor in default if the Contractor, after entering the premises but before beginning its operation, does not have the insurance required by subparagraph 12(a). Before the County may terminate the agreement in this situation, the County must give the Contractor a written notice of the default stating that, if the required insurance is not obtained within ten (10) days of the Contractor's receipt of notice,then the County will cancel this agreement. The County may treat the Contractor in default and cancel this agreement if the Contractor, after starting the operation, fails to keep in full force and effect the insurance required by subparagraph 13. Before treating the Contractor in default and terminating the agreement in this situation, the County need only provide the Contractor 24-hour notice by E-Mail or overnight courier. The County may, but need not,provide Contractor with an opportunity to cure the default. 14. Non-Exclusive Rights. Notwithstanding anything herein contained that may be, or appear to be, to the contrary, it is expressly understood and agreed that the rights granted under this agreement are nonexclusive and the County herein reserves the right to grant similar privileges to another Contractor or other Contractors on other parts of Jacob's Aquatic Center. 15. Rights Upon Termination. At the end of this agreement(or any renewal), or if this Agreement is otherwise terminated, the Contractor's right to the Premises, the use of Jacobs Aquatic Center facilities, and any other right or privilege granted under this agreement ceases. All equipment, improvements, furnishings, and other property of the Contractor at the Premises are personal to the Contractor and remain the property of the Contractor and must be removed by him/her. The Contractor must also restore the Premise to its original condition, ordinary wear and tear and damage by causes beyond the control of the Contractor, excepted. At the end of this agreement (or any renewal), or if this Agreement is otherwise terminated, Contractor will voluntarily and peacefully yield to County the Premises and shall automatically revert to County. 16. County's Right of Entry. County reserves the right hereunder to enter upon the Premises at any reasonable time, during normal operating hours for any purpose connected with the performance of the County's obligations under this agreement or in the exercise of its governmental functions. The Contractor hereby agrees to keep the premises at all times in a clean and sanitary condition, and not to maintain or keep upon said premises any properties or equipment not used in connection with the operation of said business, unless authorized by the County to do so. 17. Leasehold Improvements. The Contractor agrees not to make any major alterations to the building located on said premises, without first obtaining written consent of the County to do so,which will not be unreasonably withheld. Such alterations shall be based on plans approved by the Director of Parks and Beaches and shall be subject to all City, County, State and Federal code provisions governing construction. Contractor shall be responsible for obtaining any permits Page 12 of 56 28 required by any government agency. All site improvements shall be pre-approved by Monroe County in accordance with its policies,procedures,ordinances and/or regulations. 18. Use Restrictions.The Contractor acknowledges that the premises were purchased and/or constructed with funds received from the Florida Communities Trust (FCT). The agreement area is to be operated by the Contractor for public outdoor recreation purposes in compliance with provisions of the Florida Communities Trust (FCT) and its regulations as may be amended from time to time. As a result, use of the premises is subject to the provisions of the restrictive covenants attached to the lease as Exhibit B which is attached hereto, and hereby incorporated into the lease and the Request for Proposals. Should the FCT determine that the lease,or any portion thereof,is in conflict with any to or condition of Exhibit B, or is in conflict with any relevant provision of federal or state law or administrative rule, then that determination will supersede any contrary provision of this lease or Request for Proposals to the extent of the conflict. The Demised Premises must be publicly identified as publicly owned and operated as a public outdoor recreation facility in all signs, literature, and advertising, while acknowledging that the Demised Premises is operated by a Contractor, to eliminate the perception the area is private. The premises must remain open to the public at all times during operating hours. All fees charged by the Contractor/concessioner to the public must be competitive with similar private facilities. Contractor is expected to cooperate and adhere to any FCT rules and regulations,including but not limited to,any annual reporting requirements. MONROE COUNTY, ITS AGENTS, AFFILIATES, SUCCESSORS-IN- INTEREST, IN NO WAY, SHAPE, OR FORM GUARANTEE CONTRACTOR'S ABILITY TO OPERATE ON THE PREMISES. CONTRACTOR ACKNOWLEDGES AND UNDERSTANDS THAT SEPARATE APPROVAL OF THIS AGREEMENT MUST BE OBTAINED FROM FCT AND THE STATE OF FLORIDA. C t ecifically acknowledges receipt of this section. Initials 19. Rights Reserved. Rights not specifically granted to Contractor by this Lease Agreement are reserved to the County. 20, Rights of County. The County shall have the absolute right, without limitation, to repair,reconstruct,alter or add to any structure or facility at Jacobs Aquatic Center,or to construct new facilities at Jacobs Aquatic Center. The County shall, in the exercise of such right, be free from any and all liability to the Contractor for business damages occasioned during the making of Page 13 of 56 29 such repairs, alterations and additions, except those occasioned by the sole act of negligence of the County, its employees or agents. Contractor and County agree that County is empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement. Any conditions imposed as a result of funding that affect the Contractor will be provided to the Contractor. 21. Notwithstanding anything to the contrary in this Agreement, County Administrator may order the swimming pool(s) and related facilities close immediately if he determines that a condition has arisen, whether caused by Contractor's failure to perform or by an external event beyond the Contractor's control, that threatens the health or safety of the public. The County Administrator may order the swimming pool(s) and related facilities closed until such time as the condition is corrected. 22. Assignment. The Contractor may not assign this agreement, or any part of it, or sublease the Premises, or any portion of the Premises,without the written approval of the County. The change of the Contractor's status from an individual to a partnership or corporation is an assignment under this paragraph requiring the County's approval. If the Contractor is approved to do business in the corporate form, any assignment of a controlling interest in the corporate stock is also an assignment under this paragraph that requires the County's approval. All the obligations of this agreement will extend to the legal representatives, successors, and assigns of the Contractor and County. 23. Indemnification/Hold Harmless/Defense. The Contractor covenants and agrees to defend, indemnify and hold harmless Monroe County Board of County Commissioners, and its elected and appointed officers, officials, agents, servants, and employees from any and all claims, demands, or causes of action for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, costs, penalties, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of the Contractor utilizing the property governed by this lease/rental agreement. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. 24. Nondiscrimination. Contractor agrees 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 and Contractor 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 prohibits discrimination in employment on the basis of race, color, religion, sex, 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 disabilities; 4)The Age Discrimination Act of 1975, as amended(42 USC ss. 6101- Page 14 of 56 30 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 USC ss. 690dd-3 and 290ee-3),as amended,relating to confidentiality of alcohol and drug abuse patient records; 8)Title VIII of the Civil Rights Act of 1968 (42 USC s.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 s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code, Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, disability,national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Lease. During the performance of this Agreement, the CONTRACTOR, in accordance with Equal Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix II, ¶ C, agrees as follows: 1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment,without regard to their race, color,religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment,upgrading, demotion, or transfer,recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. 3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential Page 15 of 56 31 job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information,unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. 4) The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided, advising the said labor union or workers'representative of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto,and will permit access to his books,records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 7) In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 8) The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for non-compliance; provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency,the contractor may request the United States to enter into such litigation to protect the interests of the United States. 25. Mechanic's Liens. The Contractor shall not permit any mechanic's lien or liens to be placed on the Premises or on improvements thereon. If a mechanic's lien is filed, it shall be the Page 16 of 56 32 sole responsibility of the Contractor or its officer, employee, agent, contractor, or other representative causing the lien to be filed to discharge the lien and to hold harmless and defend Monroe County against enforcement of such lien. Pursuant to Section 713.23, Fla. Stat.,the liens authorized in Chap. 713, Fla. Stat. do not apply to the County. Nothing in this section is to be read as a waiver or authorization by the County of its constitutional and statutory immunity and right to have its property free of such liens. 26. Records—Access and Audits. The Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied and maintain such records for a period of four (4) years after termination of this Lease. The County, its officers, employees, agents, and contractors shall have access to the Contractor's books, records, and documents related to this Lease upon request. The access to the inspection of such books, records, and documents by the County shall occur at any reasonable time. 27. Ri2ht to Audit. Availability of Records. The records of the parties to this Agreement relating to the Project, which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available; subcontract files (including proposals f successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc.); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); back charge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by Owner or the Monroe County Office of the Clerk of Court and Comptroller (hereinafter referred to as "County Clerk") to substantiate charges related to this agreement, and all other agreements, sources of information and matters that may in Owner's or the County Clerk's reasonable judgment have any bearing on or pertain to any matters, rights, duties, or obligations under or covered by any contract document(all foregoing hereinafter referred to as "Records") shall be open to inspection and subject to audit and/or reproduction by Owner's representative and/or agents of Owner or the County Clerk. Owner or County Clerk may also conduct verifications such as,but not limited to,counting employees at the j ob site,witnessing the distribution of payroll, verifying payroll computations, overhead computations, observing vendor and supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmations with employees, subcontractors, suppliers, and contractors' representatives. All records shall be kept for ten (10)years after Final Completion. The County Clerk possesses the independent authority to conduct an audit of records, assets, and activities relating to this Project. If an auditor employed by the County or Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the Contractor,the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03 of the Florida Statutes, running from the date the monies were paid to Contractor. The right to audit provisions survive the termination or expiration of this Agreement. Page 17 of 56 33 28. Maintenance of Records. The Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of seven (7) years from the termination of this Agreement or for a period of five (5) years from the submission of the final expenditure report as per 2 CFR §200.334, whichever is greater. Each parry to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other parry to this Agreement for public records purposes during the term of the Agreement and for seven(7)years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONTRACTOR,the CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 29. Relationship of Parties. The Contractor is, and shall be, an independent contractor and not an agent or servant of the County. The Contractor shall exercise control, direction, and supervision over the means and manner that its employees, agents, or volunteers perform the work for which purpose this Lease is entered. The Contractor shall have no authority whatsoever to act on behalf and/or as agent for the County in any promise, lease, or representation other than specifically provided for in this Lease. The County shall at no time be legally responsible for any negligence on the part of the Contractor, its employees, agents, or volunteers resulting in either bodily or personal injury or property damage to any individual,property, or corporation. 30. Subordination. This Lease is subordinate to the laws and regulations of the United States,the State of Florida, and Monroe County,whether in effect on commencement of this Lease or adopted after that date. 31. Premises to be Used for Lawful Purposes. It is expressly covenanted between the parties hereto that the Contractor will not use, suffer nor permit any person to use in any manner whatsoever the leasehold property, nor any portion thereof, for purposes calculated to injure the reputation of the leasehold property or of the neighboring property, nor for any purpose or use in violation of the laws of the United States,or of the State of Florida, or of the Ordinances of Monroe County, Florida. Contractor will keep and save the County forever harmless from any penalty or damage or charges imposed for any violation of any of said laws, whether occasioned by neglect of Contractor and Contractor will indemnify and save and keep harmless the County against and from any loss, cost, damage, and expense arising out of any accident or other occurrence, causing injury to any person or property whomsoever or whatsoever, and due directly or indirectly to the use of the leasehold Premises or any part thereof by Contractor. The Contractor hereby covenants and agrees that it, its agents, employees or otherwise shall observe and obey all lawful rules and regulations which may from time to time during the term hereof be promulgated and enforced by the County. Page 18 of 56 34 32. Limitation of County's Liability. It is further agreed that in no case shall the County herein be liable,under any express or implied covenants in the Lease,for any damages whatsoever to the Contractor beyond the rent reserved by the Lease accruing,for the act, or breach of covenant, for which damages may be sought to be recovered against said County, and that in the event said Contractor shall be ousted from the possession of said property by reason of any defect in the title of said County or said County's authority to make this Lease, said Contractor shall not be required to pay rent under this Lease while it is so deprived of said property, and that said County shall not incur any liability as a result of such ouster. 33. No Waiver of Breach. It is further mutually covenanted and agreed between the parties hereto that no waiver of a breach of any of the covenants of this Lease shall be construed to be a waiver of any succeeding breach of the same covenant. 34. 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. 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. 35. Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of County and Contractor and their respective legal representatives, successors, and assigns. 36. 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. 37. Adiudication 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. This Agreement is not subject to arbitration. This provision does not negate or waive the provisions of paragraph 12 concerning termination or cancellation. 38. 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 Page 19 of 56 35 Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no parry to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 39. Covenant of No Interest. County and Contractor 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 the only interest of each is to perform and receive benefits as recited in this Agreement. 40. Code of Ethics. 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. 41. No Solicitation/Payment. 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 Lease 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 this provision, Contractor agrees that 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. 42. Public Access. 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 or Contractor in conjunction with this Lease; and the County shall have the right to unilaterally cancel this Lease upon violation of this provision by Contractor. 43. Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statues, the participation of the County and the Contractor in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 44. Privile2es 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 Page 20 of 56 36 to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 45. 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. 46. 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 Contractor agree that neither the County nor 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. 47. Attestations. Contractor agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, a Drug-Free Workplace Statement, and a Vendor Certification Regarding Scrutinized Companies List. 48. 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. 49. 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. 50. Other Use. Contractor shall not use or permit the use of the Premises or any part thereof for any purpose or use other than an authorized by this Agreement. 51. Paragraph Headings.Paragraph headings herein are intended only to assist in reading identification and are not in limitation or enlargement of the content of any paragraph or section. 52. Notices. All written correspondence to the County shall be dated and signed by an authorized representative of the Contractor. Any written notices or correspondence given pursuant Page 21 of 56 37 to this contract shall be sent by United States Mail, certified,return receipt requested,postage pre- paid, or by courier with proof of delivery, delivery pre-paid. Notice is deemed received by Contractor when hand delivered by national courier with proof of delivery or by U.S. Mail upon verified receipt or upon the date of refusal or non-acceptance of delivery. The place of giving Notice shall remain the same as set forth herein until changed in writing in the manner provided in this paragraph. Notice shall be sent to the following persons: For County: For Contractor: Monroe County Parks and Beaches Contract Specialist StandGuard Aquatics 102050 Overseas Hwy. ATTN: Matt Satterly Key Largo, FL 33037 5665 Atlanta Highway, Suite 103-168 Alpharetta GA, 30004 And Monroe County Attorney P.O. Box 1026 Key West, FL 33041-1026 53. E-Verify System. Beginning January 1, 2021, in accordance with F.S. 448.095, the Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term.Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of Fla. Stat. Sec. 448.095. 54. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Monroe County Board of County Commissioners. 55. Rights Reserved. Rights not specifically granted to Contractor by this Lease are reserved to the County. 56. Governing Law, Venue, Interpretation. 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. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Lease Agreement, the County and Contractor agree that venue will lie in the appropriate court, or before the appropriate administrative body, in Monroe County, Florida. Page 22 of 56 38 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. 57. 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 parry relative to the enforcement or interpretation of this Agreement,the prevailing parry shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non- prevailing parry, 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. 58. Mutual Review. This Agreement has been carefully reviewed by the Contractor and the County. Therefore, this Agreement is not to be construed against either parry on the basis of authorship. 59. Entire Agreement. This writing embodies the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. Any amendment to this Lease shall be in writing, approved by the Board of County Commissioners, and signed by both parties before it becomes effective. 60. Final Understanding. This Agreement is the parties' final mutual understanding. It replaces any earlier agreements or understandings,whether written or oral. This Agreement cannot be modified or replaced except by another written and signed agreement. [SIGNATURES ON NEXT PAGE] Page 23 of 56 39 IN WITNESS WHEREOF,each party has caused this Lease Agreement to be executed by a duly authorized representative. COUNTY: (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: KEVIN MADOK, CLERK OF MONROE COUNTY,FLORIDA By: As Deputy Clerk By: Mayor/Chairman APPROVED AS TO FORM&LEGAL SUFFICIENCY Monrialvounty Attorney's Office —)�, 0 IN L,J0 N thalia M Wes Archer Witnesses for CONTRACTOR: A t..t County Attorney CONT TOR: to, J wh j N Sign e o person aut rite 0 ature legal y b® orpor .0 Date: 6 rint Name Date Print Name Title Address: , �e /C Signature !9�qo j-W& �- Telephone Number C-lU Print Name Date Page 24 of 56 40 EXHIBIT A a Y 4 �� � ,�✓Fug � �* �« j✓;� ^w r p u J �i ST. CROIX PI_. (50' R,O.W.) 1 f ✓"F II f I` " 'a a a , � I I v, "L p I� I ❑ � i I I I' i.i� +I IF ,,,i,i I II I f,� < f Ja ,1C' I' l 11 j "I I I' I I''" ✓, I r � � �i, 9 43 I. fr,' Ir i r 4 ✓r 1 4, I P , f7 gyp. Page 25 of 56 41 EXHIBIT B FLORIDA COMMUNITIES TRUST AREA OF CRITICAL STATE CONCERN PROGRAM GRANT CONTRACT Page 26 of 56 42 8 2 9 0 9 3 R'[C' 129 7 Pkil 1 0 9 D CONTRACT #94-CT-73-93-3A-M1-002 FLORIDA COMMUNITIES TRUST PROJECT NAME Recreational PROPOSAL NUMBER 93-002-CSI L.O.S. Standards FLORIDA COMMUNITIES TRUST AREA OF CRITICAL STATE CONCERN PROGRAM GRANT CONTRACT THIS CONTRACT is entered into on hYLLa, )s 1994, by and between the FLORIDA COMMUNITIES TRUST (FCT) , a nonregulatory agency within the State of Florida Department of Community Affairs, and MONROE COUNTY (FCT Recipient) , a political subdivision of the State of Florida, in order to impose terms and conditions on the use of the proceeds of certain bonds, hereinafter described, and the lands acquired with such proceeds (Project Site) , as shall be necessary to ensure compliance with applicable Florida Law and federal income tax law and to otherwise implement provisions of Sections 259.101, 375.045, and Chapter 380, Part III, Florida Statutes. WHEREAS, Chapter 380, Part 111, Florida Statutes, the Florida Communities Trust Act, creates a nonregulatory agency within the Department of Community Affairs (Department) that will assist local governments in bringing local comprehensive plans into compliance and implementing the goals, objectives, and policies of the conservation, recreation and open space, and coastal elements of local comprehensive plans, or in conserving natural resources and resolving land use conflicts by providing financial assistance to local governments to carry out projects and activities authorized by the Florida Communities Trust Act; WHEREAS, Section 259.101(3) (c), Florida Statutes, provides for the distribution of ten percent (lot) of the net Preservation 2000 Revenue Bond proceeds to the Department of Community Affairs to provide land acquisition grants and loans to local governments through the FCT, with an additional one-tenth to be used specifically for matching grants, on a dollar-for-dollar basis, for acquisition within areas of critical state concern; WHEREAS, the Governor and Cabinet authorized the sale and issuance of State of Florida Department of Natural Resources Preservation 2000 Revenue Bonds (Bonds) ; kid �1 WHEREAS, the Bonds were issued as tax-exempt bOnds, meani4 that the interest on the Bonds is excluded from the gross N�ncome of Bondholders for federal income tax purposes; U GC/93-002-CS1-P'3A 11 FINAL/3-0-1-94 1 NJ ti� CD EXHIBIT C Page 27 of 56 43 829093 ;EC, 1 25 1 091 WHEREAS, Rule Chapter 9K-5, F.A.C. , sets forth the procedures for evaluation and selection of proposals for land acquisitions using funds allocated to the FCT through the Department of Community Affairs from the Preservation 2000 Trust Fund for Areas of Critical State Concern; WHEREAS, the FCT Governing Body met on January 6, 1994, to consider and select proposals to receive funding and FCT Recipient's proposal was selected for funding in accordance with Rule Chapter 9K-5, F.A.C. ; WHEREAS, FCT is authorized by Section 380.510(7) (a) , Florida Statutes, Rule 9K-5.007(4) , F.A.C. , in accordance with Section 380.510(4) , Florida Statutes, to impose grant conditions deemed necessary to protect the interests of the State of Florida and to ensure that the project complies the requirements for the use of Preservation 2000 Bond proceeds, and which must be met by the FCT Recipient prior to the release of any funds; WHEREAS, such conditions shall be imposed by a grant contract that shall contain by reference all regulations, rules, and other grant conditions governing the matching grant award, that shall describe with particularity the real property that is subject to the contract and that shall be recorded in the county in which the real property is located; and WHEREAS, the purpose of this Contract is to set forth the terms and conditions of the matching grant award and covenants and restrictions that shall be imposed on the Project Site(s) acquired with the FCT Preservation 2000 Bond Proceeds and the Recipient's local match. NOW THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, FCT and FCT Recipient do hereby contract and agree as follows: I. GENERAL CONDITIONS 1. At least two original copies of this Contract shall be executed by FCT Recipient and returned to the FCT office at 2740 Centerview Drive, Tallahassee, Florida 32399-2100 within sixty (60) days of mailing by FCT to the FCT Recipient. Upon receipt by FCT of the signed Contracts, FCT will execute the Contracts, retain one original copy and return all other copies to FCT Recipient. 2. Upon execution and delivery by the parties hereto, the FCT Recipient shall cause this Contract to be recorded and filed in the official public records of Monroe County, Florida, and in GC/93-002-CS1-P3A FINAL/3-07-94 2 Page 28 of 56 44 829093 REF 1 2j7 �n,,[1 093 B. If any provision of the Contract shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. II. SPECIFIC CONDITIONS REQUIRED BY RULE 9R-5, FLORIDA ADMINISTRATIVE CODE 1. FCT Recipient hereby acknowledges and agrees that Project work may not be initiated prior to execution of this grant contract. 2. All matching grants from the Area of Critical State Concern Program shall be used for land acquisitions that assist an Area of Critical State Concern county to implement or further the conservation, recreation and open space, or coastal management elements of the local comprehensive plan, to conserve natural resources, to resolve land use conflicts, and to implement land development regulations which further the principles for guiding development established for that Area of Critical State Concern. 3. Preservation 2000 funds received by the FCT Recipient under this Contract shall only be used for the land acquisition project costs, as defined in Rule 9K-5.002(19) , and as set forth in Proposal 93-002-CS1. 4. The FCT Recipient hereby agrees to fully perform the project as described in the Proposal 93-002-CS1. The scope and nature of the project work for which the grant assistance is authorized shall be as follows: Land acquistion program to implement the recreation level of service standards of the Monroe County Year 2010 Comprehensive Plan and eliminate the level of service deficiency of activity- based parks in the Upper Keys through the year 2002 by the purchase of land, as described in Proposal 93-002-CS1, for activity-based recreation. 5. The FCT Preservation 2000 Bond Series award granted to the FCT Recipient shall in no event exceed Two million one hundred sixty thousand eight-hundred forty-nine and 00/100 Dollars ($2,160,849.00) . 6. Funds awarded under this Contract shall be awarded as a matching grant to FCT Recipient. Funds awarded under this program shall be matched by the Recipient on a dollar-for-dollar basis. 7. The FCT Recipient shall prepare a management plan, GC/93-002-CS1-P3A FINAL/3-07-94 4 Page 29 of 56 45 02J033 'R'EC' 1 25 1092 such manner and in such other places as FCT may reasonably request, and shall pay all fees and charges incurred in connection therewith. 3. The FCT Recipient and FCT agree that the State of Florida Department of Environmental Protection will forward this Contract to Department of Environmental Protection Bond Counsel for review for conformance to bond restrictions. In the event Bond Counsel opines that an amendment to this Contract is required so that the tax exempt status of the Preservation 2000 Bonds is not jeopardized, FCT and FCT Recipient shall amend the Contract accordingly. 4. This Contract may be amended at any time. Any amendment must be set forth in a written instrument and agreed to by both the FCT Recipient and FCT. 5. This Contract and the terms, conditions, covenants and restrictions contained herein shall run with the real property acquired with the funds received hereunder and the local match, and shall bind, and the benefits shall inure to, respectively, the FCT and the FCT Recipient and their respective successors and assigns. 6. This Contract shall be governed by and construed in accordance with the laws of the State of Florida, with respect to both substantive rights and with respect to procedures and remedies. 7. Any notice required to be given hereunder shall be given by personal delivery, by registered mail or by registered expedited service at the addresses specified below or at such other addresses as may be specified in writing by the parties hereto, and any such notice shall be deemed received on the date of delivery if by personal delivery or expedited delivery service, or upon actual receipt if sent by registered mail. FCT* Florida Communities Trust Department of Community Affairs 2740 Centerview Drive Tallahassee, FL 32399-2100 ATTN: Executive Director FCT Recipient: Monroe County, a political subdivision of the State of Florida 2798 Overseas Highway Suite 410 Maratlion, FL 33050 ATTN: Lorenzo Aghemo GC/93-002—CSI—P3A FINAL/3-07-94 3 Page 30 of 56 46 QR � qQ ((jj OFF nn ��77 ,Ak,,E 1 0 9 5 hereby cert.it its that on ;a7� AT (,, i,A ,l the 'status, of the Monroe County comprehensive plan was dint the stiL 1. I settlement as;reement_ Irate l February 7L_ 1992i was executed by the FC'P Recipient With -L11t, --- 12. Pursuant to Rule 9K-5.007(5) , F.A.C. , approval for funding shall be for a period not to exceed two years from the date of the meeting at which the approval was given. The approval for funding under this Contract shall expire upon the satisfactory completion of the project work and terms and conditions of this Contract or January 5, 1996, whichever occurs first. 13. Funds awarded under this Contract shall be subject to termination as follows: a. Failure of the FCT Recipient to comply with the provisions of this Contract shall constitute grounds for terminating the matching grant. b. The FCT grant portion of funds remaining in the restricted account as a result of early termination of a project grant or from completion of the project at less than anticipated cost shall revert to the Florida Communities Trust Preservation 2000 Trust Fund and be attributed to the bond series out of which the matching grant was made. 14. Notice of Termination may be given by either party according to the provisions for notification in Section I. , paragraph 7 above. If the FCT delivers a Notice of Termination prior to January 5, 1996, such notice shall provide the reason for termination and thirty (30) days for the FCT Recipient to correct any deficiencies or violations that may be the basis of the Notice of Termination. 15. The FCT Recipient hereby agrees to fully comply with the applicable accounting, retention of accounting records, and auditing requirements as described in Rule 9K-5.010-.012, F.A.C. 16. Pursuant to Rule 9K-5.009(h) , F.A.C. , the FCT Recipient hereby agrees to submit quarterly project progress reports until this Contract either expires or is terminated, according to Exhibit "C" attached hereto and made a part hereof. 17. Pursuant to Rule 9K-5.015, F.A.C. , annual stewardship reports to FCT according to Exhibit "D" attached hereto and made a part hereof. GC/93-002-CS1-133A FINAL/3-07-94 6 Page 31 of 56 47 grr'' OFF I 97 1LII g following the guidelines U- fl in 14' it i "A' ,,' `fo a proval by the governing body prior to the release of any funds by the FCT. This plan must include the following: a. At a minimum the management plans shall set forth how the site will be managed to further the purpose of the project, a description of all planned improvements to the project site, the costs and funding sources, and the management entity and its funding source. If the FCT Recipient is not the proposed managing entity, the management plan must include a signed agreement between the FCT Recipient and the managing entity stating the managing entity's willingness to manage the site, the manner in which the site will be managed to further the purpose(s) of the project, and identification of the source of funding for management. b. Evidence that the management plan is consistent with the local comprehensive plan. C. Evidence that the conditions imposed in the grant contract have been satisfied. 8. The governing body shall approve or reject the management plan in accordance with the FCT Recipient's compliance with the grant contract and the requirements of Rule 9K-5.008, 9. The FCT Recipient hereby agrees to fully perform the obligations of the Management Plan approved by FCT. 10. FCT Recipient hereby agrees to provide evidence within thirty (30) days of FCT governing board approval of the management plan that the local match portion, in the amount of Two million one hundred sixty thousand eight-hundred forty-nine and 00/100 Dollars ($2,160,849.00) of the total project costs has been transferred by the FCT Recipient into a restricted segregated account established and used exclusively for the purposes of the funded project. Upon notification to FCT that the restricted account has been established, the FCT funds shall be delivered in the form of a state warrant payable to the FCT Recipient within 30 days. The restricted account shall be the receiving account for the FCT matching grant and shall be subject to the accounting and auditing provisions set forth Exhibit "B" attached hereto and made a part hereof. 11. Pursuant to Rule 9K-5.003(4) , F.A.C. , prior to awarding funds the local comprehensive plan of a FCT Recipient must either be found in compliance by the Department or the FCT Recipient must have executed a stipulated settlement agreement with the Department to resolve all the issues raised by the Department in a statement of intent to find a plan not in compliance issued pursuant to Section 163. 3184, Florida Statutes. FCT Recipient GC/93-002-CS1-P3A FINAL/3-07-94 5 Page 32 of 56 48 829093 RFF EC I l 'n`�E1 096 III. PROJECT SITE ACQUISITION REQUIREMENTS IMPOSED BY CHAPTER 259, CHAPTER 375, AND CHAPTER 390, PART III, FLORIDA STATUTES. 1. Land acquisition procedures of the Monroe County Land Authority, acting on behalf of the Board of County Commissioners of Monroe County, shall be used for the acquistion of the Property hereunder. 2. Any deed whereby the FCT Recipient acquires title to a Project Site shall incorporate by reference the covenants and restriction of this Grant Contract to ensure that the use of the Project Site at all times complies with Section 375.051, Florida Statutes and Section 9, Article XII of the State Constitution and shall contain the following clause providing for the conveyance of title to the Project Site in the Board of Trustees of the Internal Improvement Trust Fund upon failure to use the Project Site conveyed thereby for such purposes: By acceptance of this warranty deed, grantee herein hereby agrees that the use of the Property described herein shall be subject to the covenants and restrictions as set forth in that certain Grant Contract recorded in Official Record Book , Page , Public Records of Monroe County, Florida. These covenants and restrictions shall run with the Property herein described. If any of the covenants and restrictions of the Grant Contract are violated by the grantee or by some third party with the knowledge of the grantee, fee simple title to the Property described herein shall be conveyed to the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida in accordance with the Grant Contract without further notice to grantee, its successors and assigns, and grantee, its successors and assigns shall forfeit all right, title and interest in and to the Property described herein. 3. If any essential term or condition of this grant contract is violated by the FCT Recipient or by some third party with the knowledge of the FCT Recipient and the FCT Recipient does not correct the violation within 30 days of notice of the violation, fee simple title to all interest in the Project Site shall be conveyed to the Board of Trustees of the Internal Improvement Trust Fund. The FCT shall treat such property in accordance with Section 380.508(4) (e) , Florida Statutes. 4. Any transfer of the Project Site shall be subject to the approval of FCT and FCT shall enter into a new agreement with the transferee, containing such covenants, clauses, or other restrictions as are sufficient to protect the interest of the GC/93-002-CS1-P3A FINAL/3-07-94 7 Page 33 of 56 49 820093 FFF EC 1 29 097 people of Florida. 5. The interest, if any, acquired by the FCT Recipient in the Project Site will not serve as security for any debt of the FCT Recipient unless FCT approves the transaction. 6. If the existence of the FCT Recipient terminates for any reason, title to all interest in real property it has acquired with the FCT award shall be conveyed to the Board of Trustees of the Internal Improvement Trust Fund, unless FCT negotiates an agreement with another local government or nonprofit organization which agrees to accept title to all interest in and to manage the Project Site. 7. In the event that the Project Site is damaged or destroyed or title to the Project Site, or any part thereof, is taken by any governmental body through the exercise or the threat of the exercise of the power of eminent domain, the FCT Recipient shall deposit with the FCT any insurance proceeds or any condemnation award, and shall promptly commence to rebuild, replace, repair or restore the Project Site in such manner as is consistent with the Agreement. The FCT shall make any such insurance proceeds or condemnation award moneys available to provide funds for such restoration work. In the event that the FCT Recipient fails to commence or to complete the rebuilding, repair, replacement or restoration of the Project Site after notice from the FCT, the FCT shall have the right, in addition to any other remedies at law or in equity, to repair, restore, rebuild or replace the Project Site so as to prevent the occurrence of a default hereunder. 8. Notwithstanding any of the foregoing, FCT shall have the right to seek specific performance of any of the covenants and restrictions of this Agreement concerning the construction and operation of the Project Site. IV. CONDITIONS RELATING TO THE PROJECT SITE. 1. The Project Site shall be managed only for the conservation, protection and enhancement of natural resources and for public outdoor recreation which is compatible with the conservation, protection and enhancement of the natural resources that may occur on the Project Site, along with other related uses necessary for the accomplishment of this purpose. The proposed uses for the Project Site are specifically stated in Proposal 93- 002-CS1 approved by FCT. 2. The FCT Recipient shall ensure that the future land use designation assigned to the Project Site is for a category dedicated to open space, conservation, or outdoor recreation uses as appropriate. If an amendment to the FCT Recipient's GC/93-002-CSl-P3A FINAL/3-07-94 8 Page 34 of 56 50 829003 HEC, 1 2 Q 7 '6[ 1 098 comprehensive plan is required to comply with this paragraph, the amendment shall be proposed at the next comprehensive plan amendment cycle available to the FCT Recipient. 3. FCT Recipient shall ensure that all activities under this contract comply with all applicable local, state, regional and federal laws and regulations, including zoning ordinances and the adopted and approved comprehensive plan for the jurisdiction as applicable. 4. The FCT Recipient shall, through its agents and employees, prevent the unauthorized use of the Project Site or any use thereof not in conformity with the FCT approved management plan. 5. FCT staff or its duly authorized representatives shall have the right at any time to inspect the Project Site and the operations of the FCT Recipient at the Project Site. 6. All buildings, structures, improvements, and signs shall require the prior written approval of FCT as to purpose. Further, tree removal, other than non-native species, and/or major land alterations shall require the written approval of FCT. The approvals required from FCT shall not be unreasonably with- held by FCT upon sufficient demonstration that the proposed structures, buildings, improvements, signs, vegetation removal or land alterations will not adversely impact the natural resources of the Project Site. The approval by FCT of the FCT Recipients management plan addressing the items mentioned herein shall be considered written approval from FCT. 8. If archaeological and historic sites are located on the Project Site, the FCT Recipient shall comply with Chapter 267, Florida Statutes. The collection of artifacts from the Project Site or the disturbance of archaeological and historic sites on the Project Site will be prohibited unless prior written authorization has been obtained from the Department of State, Division of Historical Resources. 9. The FCT Recipient shall ensure that the Project Site is identified as being publicly owned and operated as a natural resource-based public outdoor recreational site in all signs, literature and advertising regarding the Project Site. The FCT Recipient shall erect a sign(s) identifying the Project Site as being open to the public and as having been purchased with funds from FCT and FCT Recipient. GC/93-002-CS1-P3A FINAL/3-07-94 9 Page 35 of 56 51 0Fr nk 1, 8 2 9 REC 3 1 29 1'Ill 1 0 9 9 v OBLIGATIONS OF THE FCT RECIPIENT RELATING To THE USE OF BOND PROCEEDS 1. If the Project Site is to remain subject, after its acquistion by the FCT Recipient and/or the Trustees, to any of the below listed activities or interests, the FCT Recipient shall provide at least 60 days advance written notice of any such activity or interest to FCT, and shall provide to FCT such information with respect thereto as FCT reasonably requests in order to evaluate the legal and tax consequences of such activity or interest: a. any lease of any interest in the Project Site to any person or organization; b. the operation of any concession on the Project site to any person or organization; C. any sales contract or option to buy things attached to the Project Site to be severed from the Project Site, with any person or organization; d. any use of the Project Site by any person other than in such person's capacity as a member of the general public; e. a management contract of the Project Site with any person or organization; and f. such other activity or interest as may be specified from time to time in writing by FCT to the FCT Recipient. 2. FCT Recipient agrees and acknowledges that the following transaction, events, and circumstances may be disallowed on the Project Site as they may have negative legal and tax consequences under Florida law and federal income tax law: a. a sale of the Project Site or a lease of the Project Site to any person or organization; b. the operation of a concession on the Project Site by any person or organization; C. a sale of things attached to the Project Site to be severed from the Project Site to any person or organization; d. any change in the character or use of the Project Site from that use expected at the date of the issuance of any series of bonds from which the disbursement is to be made; GC/93-002-CSI-P3A FINAL/3-07-94 10 Page 36 of 56 52 F 2 2 0 9 3 RDECF , 2 9 7 Allf I 1 00 e any use of the Project Site by any person other than in such person's capacity as a member of the general public; f. a management contract of the Project Site with any person or organization; and 9- such other activity or interest as may be specified from time to time in writing by FCT to the FCT Recipient. DELEGATIONS AND CONTRACTUAL ARRANGEMENTS BETWEEN THE FCT RECIPIENT AND OTHER GOVERNMENTAL BODIES, NOT FOR PROFIT ENTITIES, OR NON GOVERNMENTAL PERSONS FOR USE OR MANAGEMENT OF THE PROJECT SITE WILL IN NO WAY RELIEVE THE FCT RECIPIENT OF THE RESPONSIBILITY TO ENSURE THAT THE CONDITIONS IMPOSED HEREIN ON THE PROJECT SITE AS A RESULT OF UTILIZING BOND PROCEEDS TO ACQUIRE THE PROJECT SITE ARE FULLY COMPLIED WITH BY THE CONTRACTING PARTY. V1. CONDITIONS PARTICULAR TO THE PROJECT SITE AS A RESULT OF THE FCT APPROVED MANAGEMENT PLAN 1. The FCT Recipient shall perform an archaeological survey of the Snapper Cay site prior to the commencement of proposed development activities on that site. All planned activities involving known archaeological sites or identified site areas shall be closely coordinated with the Department of state, Division of Historical Resources in order to prevent the disturbance of significant sites. 2. Coordination with the Division of Recreation and Parks in the design of the recreation facilities and the overall development of the sites to insure that adequate consideration is given to the containment of stormwater and minimizing negative impacts to the adjacent surface water quality. 3. coordination with bond counsel to insure that activities proposed on the site do not put the tax-exempt status of the bonds at risk. 4. Coordination with the Game and Fresh Water Fish Commission in the design of the recreation facilities and the overall development of the sites to insure that adequate consideration is given to the protection of listed plant species and wildlife habitat. 5. The timing and extent of a vegetative survey of vegetative communities and plant species on the Project Sites shall be specified in the management plan. The FCT Recipient GC/93-002-CSI-P3A FINAL/3-07-94 11 Page 37 of 56 53 829093 R'E'C' I _ 1 7 PAU I 1 0 1 shall detail how the survey shall be used during development of the sites to insure the protection of the natural resources on the project Sites. 6. The wetland communities that occur on the Project Sites shall be preserved and appropriately managed to ensure the long- term viability of these communities. 7. The tropical hardwood hammocks that occur on the Project sites shall be preserved and appropriately managed to ensure the long-term viability of these communities. a. Invasive exotic vegetation that occurs on the Project Sites shall be eradicated. The FCT Recipient shall use the Exotic Pest Plant Counci,l's 1993 List of Florida's Most Invasive Species list to assist in identifying invasive exotic species on the Project Sites. 9. A vegetative buffers shall be provided along the boundary of the Project Sites that interfaces with residential developments. 10. Access to the Project Sites by pedestrians and bicyclists shall be promoted. In the event of a conflict between the terms of the Grant Contract, the Management Plan or the Grant proposal, the controlling document shall be in the following priority: 1. The Grant Contract; 2. The Management Plan; 3. The Grant Proposal. This Contract including Exhibits "A", "B", "Cif and I'D" embodies the entire contract between the parties. IN WITNESS WHEREOF, the parties hereto have duly executed this Contract. MBOYN:—RO E UNTY _ F ORI D UNITIESTRUT LindaLOmi, Shelley, Chair ir Ti Mavar/Chair-an D te: March 3, 1994 Date. � Accepted as to Form and Legal Accepted as to Form and Legal Sufficiency: Sufficiency: Da t e;__a`_ Date: (Seal) GC/93-002-CS1-P3A Attest: Imimy 1- Kolliage, Clerk FTNA1,/3-07-94 12 BY: r .......... Page 38 of 56 54 0 2 0 0 0 3 RO'EC' 1 2' 9 7 i'AF)" I 10 2 STATE OF FLORIDA COUNTY OF LEON The f 9 instrument was acknowledged before me this yeg day of A a0l, 1994, by LINDA LOOMIS SHELLEY, as Chair of the Florida Communities Trust. She is personally known to me. N ry P&:b Pu li r'nt,Na-e- - m iSsl" mission NO. y V Co jS io Commis n Expires: STATE OF FLUIDA COUNTY OF f)JtL)AU�' The foregoing instrument was knowleoged/befpre me this tu day of fflakek— 1994, by,= WVONAA as He\she is personally anown to me. ,S personally Ngtary Pub i -In 17# Print Name. t-1/1 AS 7;kr Commission No. My Commission Expires: ALvtt4 SMITH.JR. ;Npl- My GoMy=WN#CC303545 DSPLS j*29.1997 �-,W BONDEC'm M FAN 1"S"Ra CC/93-002-CSI-P3A FTNAL/3-07-94 13 Page 39 of 56 55 ULJUJJ kLC I LJ 1 UJ "FXIIIHIT A" FLORIDA COMMUNITIES TRUST TECHNICAL ASSISTANCE BULLETIN: 02 WRI77NG A MANAGEMENT PLAN The conceptual management plan submitted as a part of a Florida Communities Trust ("FCT") grant application or proposal serves as a basis for the management plan for project sites purchased with funds from FCT. Materials and information gathered for the application or proposal can and should be reflected in the plan where appropriate. Conditions required in the Conceptual Approval Agreement or Grant Agreement should be incorporated in the management plan. Location map, boundary map, vegetative surveys, site plans, Conceptual Approval Agreement, the recorded deed when it becomes available, and other supporting documents should be included as exhibits or included in the appendix of the management plan for future readers. The following general outline identifies the range of issues to be addressed in the management plan, where applicable. INTRODUCTION AND GENERAL INFORMATION Provide information including the name of the project, the location of the Project site, and other general information such as a brief resource description, and historical information relevant to site management. Provide a table of contents of the management plan. PURPOSE OF THE PROJECT AND MANAGEMENT Discuss the purpose for acquiring the Project Site and proposed future uses consistent with statements made in the application or proposal. Provide a summary of the comprehensive plan directives that would be furthered by managing the site as proposed. Commitments made in the application or proposal and reinforced by conditions of the grant funding must be reflected in the management plan. Identify the principle objectives for managing natural resources and compatible outdoor recreation. Identify a procedure to amend the land use designation to conservation, outdoor recreation, open space, or other similar category once the land is acquired. Include provisions to ensure that the Project Site is identified in all signs, literature, and advertising as being publicly owned, open to the public and operated as a natural resource conservation area, outdoor recreation area, or other appropriate descriptive language, and identifying the Project Site as having been purchased with funds from the FCT and the Recipient. Rev. Page 40 of 56 56 329093 REC 9l PAR 104 SITE DEVELOPMENT, IMPROVEMENTS AND ACCESS Incorporate a provision for requesting written approval from the FCT before undertaking any site alterations or physical improvements that are not addressed in the FCT approved management plan. physical Improvements Identify and locate existing and proposed physical improvements to the Project Site on a master site plan. These might include such gronds things as signs, fences, walkways, recreational paths, caaPeasuand� restrooms, educational space, utility corridors, parkin g buildings. Identify any proposed alteration of land use or character, the approximate area affected and how this activity will be coordinated with the protection of listed plant and animal species. Identify any permits or approvals that may be required for the development or restoration work and a procedure for providing evidence to the FCT prior to the initiation of any activity that all required licenses and permits have been obtained. Include the placement of at least one sign identifying the Project Site as being open to the public, purchased with funds from FCT and the Recipient, operated as a natural resource conservation area, outdoor recreation area, or other appropriate descriptive language. Access Identify how access to the Project Site will be provided. For example, are parking places proposed on-site, and if so, approximately how many spaces or how much area will be devoted to this use? If parking is not proposed on-site, are there existing or proposed spaces adjacent to or sufficiently near the property? Identify any proposed access to waterbodies including, but not limited to, marinas, docks, boat ramps, fishing piers or viewing platforms and the approximate size of the facility. Consider providing bike paths to the site and bike racks at the site to provide an alternative to automobile transportation to the Project Site. Access to Project Sites should be compatible with all state and federal construction standards, including the Americans with Disabilities Act. Identify existing and proposed easements, concessions, or leases. If easements, concessions, or leases are anticipated to be granted on the Project Site, such proposed arrangements need to be identified. These might include utility rights-of-way, flowage or access easements, recreation or supply concessions, and leases or other instruments that would allow grazing, timbering, agriculture, or other revenue producing enterprises. Include a procedure to provide 60 days prior written notice and information regardinq any lease of any interest, the operation of any concession, any sale or option, any use other than by a member Rcv. Page 41 of 56 57 •• " •• ALA 1 G . � 1• 111 I V J �t the p u b I ir, .ind management cont_r<+cts of the i'roject Site with ncni-yovcrnmentiil persons or orctaniz.at�ions. KEY MANAGEMENT ACTIVITIES Maintenance: Identify required maintenance activities, including but not limited to trash removal, site cleanup, and facilities upkeep. Identify the entity responsible for property maintenance. Identify procedures to ensure that dumping of trash or hazardous material does not occur on or adjacent to the Project site. Identify contemplated service contracts with private concerns such as garbage removal, restroom cleaning, security guards, etc. security: Identify the parties responsible for preventing vandalism, trespassing, and other property damage. Identify measures to protect the Project Site and the public using the site such as on-site manager, security guards, neighborhood watch, emergency phones, etc. Staffing: Identify the expected staffing requirements for management of the Project Site including both permanent and volunteer staff. Natural resource protection: Identify the natural resources at the Project Site and the issues, problems, and proposed management techniques associated with protection of those natural resources. Management techniques should include, but not be limited to, a baseline survey of listed plant and animal species, protection of listed plant and animal species, protection of imperiled or critically imperiled vegetative communities, protection of geological features, protection of surface water and groundwater quality and hydrology and prescribed burns. Identify monitoring activities to insure the continued viability of vegetative communities and listed species found on the Project Site. The monitoring plan should include periodic surveys of the vegetative communities, listed plant species, and listed animal species found on the Project Site. Provide for forwarding survey information on the occurrence of listed plant and animal species to the Florida Natural Areas Inventory. Resource restoration and enhancement: Identify the primary components of the Project Site enhancement and restoration effort, if any. These might include removal of invasive exotic plant species, removal of feral animals, restoration of wetlands, improvement of surface water quality, recovery plan for listed species, and restoration of uplands habitat. This section should include a time frame for implementing and completing the activities and a monitoring program to insure success of the resource enhancement activities. Identify parts of the property that require different degrees or types of enhancement management. Archeological and historical resource protection: Identify any archeological or historical sites on the Project site and the primary components of managing the archeological or historical Page 42 of 56 58 829093 SEC' I 1 06 I e>:. Outline procedures to protect archeoI()cjicaI or historical sates that may be identified in the future. Incorporate a provision that if any archaeological and historic resources are discovered at the Project Site, the Recipient shall comply with the provisions of chapter 267, Florida Statues specifically Sections 267.061 (2) (a) and (b) . Provide for coordination with the Division of Historical Resources, Florida Department of State. coordination: Explain how the management of the site will be coordinated with other adjacent land owners and other resource protection agencies. For example, in the case of prescribed burns, what measures will be used to minimize impacts on nearby residential properties? Identify measures to protect the Project Sites from adjacent off-site activities that might impact resources on the Project Site such as pesticide spraying on adjacent property, water treatment facility discharging into creeks flowing through Project Site, etc. Include provisions to coordinate with other agencies for appropriate guidance, recommendations, and necessary permits that may be related to the Project Site, such as the following: the Florida Game and Fresh Water Fish Commission and U.S. Fish and Wildlife Service to avoid impacts to listed species; the Water Management District and Department of Environmental Protection to ensure that development of the Project Site is done in a manner to protect or improve water quality; the Division of Forestry and the Game and Fresh Water Fish Commission on the implementation of a prescribed burn program; other local, state, or federal agencies special management plans, if appropriate. COST ESTIMATE AND FUNDING SOURCE Identify the estimated costs of the various development and management activities outlined in the management plan. For review and analysis purposes, the estimated costs should be separated into the same categories as the identified activities. Identify the entity that will pay for development and management of the Project Site and some measure of the commitment or capacity to provide these monies. For example, adequate personnel and resources in the local parks and recreation department may exist to address the added burden associated with the Project Site. Identify any citizen organization or non-profit groups committed to providing services or funding and a measure of commitment or capacity to provide these services. PRIORITY SCHEDULE Identify a proposed time line for implementing the development and management activities of the management plan based on established priorities and the availability of funds. Provide a graphic display of the implementation time lines. Rev. Page 43 of 56 59 MONITORING 8 2 9 0 9 3 RUC' I _ 9 7 PAGGI I 10 7 Identify procedures for assessing progress in achieving goals set forth in the management plan such as the percentage of property restored, inventory of species using the Project Site, etc. Identify procedures for periodic amendment to the management plan, when appropriate. Include a provision acknowledging responsibility for preparing an annual stewardship report to the FCT, due on the anniversary date on which the Project Plan was approved by FCT. Rev. 3/4/94 5 Page 44 of 56 60 F $ 29093 Z C' I z 9 7 PA�;[I 10 8 Exhibit I'D" Rule 9K-5.010 Accounting Requirements. The grantee shall maintain an accounting system which provides for a complete record of the use of all funds connected with the grant. This accounting system shall provide for: (1) Accurate, current, and complete disclosure of the financial results of the grant. (2) Records that identify adequately the sources and application of funds for all activities related to the grant. In the absence of a proper accounting system with accounts for source and application of funds, a separate checking account may be used. (3) Effective control over and accountability for all funds, property, and other assets, (4) Comparison of actual outlays with amounts in budget. (5) Procedures to minimize the time elapsing between the transfer of funds from the Trust and the disbursement by the grantee. (6) Procedures for determining reasonableness, allowability, and allocability of costs. (7) Accounting records that are supported by source documentation, for example: invoices, bills, canceled checks. (8) An independent audit performed in accordance with Section 11.45, Florida Statutes, and rules of the Auditor General of the State of Florida. Such audits should be conducted at least every two (2) years. Specific Authority 259.101, 374.045, 380.507(11) , F.S. Law Implemented 259.101, 375.045, 380.510, F.S. History--New 6-30-93. Rule 9K-5.011 Retention of Accounting Records. (1) Financial records, supporting documents, statistical records, and all other records pertinent to a grant shall be retained for a period of three years after the end of the grant period or until an audit is completed. If any litigation, claim, or audit is started before the expiration of the three year period, the records shall be retained until all litigation, claims, or audit GC/93-002-CS1-P3A FINAL/3-07-94 Page 45 of 56 61 8 2 9 0 9 3 80 Er I, , 2 9 7 1'A j[L I 1 09 findings involving the records have been resolved. (2) The grantee shall make all grant records of expenditures, copies of reports, books, and related documentation available to the Trust, the Department, or any duly authorized representatives of the state for inspection at a reasonable time for the purpose of making audits, examinations, excerpts, and transcript. Specific Authority 259.101, 374.045, 380.507(11) , F'.S. Law Implemented 259.101, 375.045, 380.510, F.S. History--New 6-30-93, Rule 9K-5.012 General Audit Procedures. The Trust shall develop a monitoring and audit schedule at the beginning of each grant year to insure the adequate monitoring and audit of selected grantees. All grantees that receive a matching grant shall provide for examinations in the form of audits of their books and accounts. This does not mean that each grant shall be audited separately. The grantee may provide for a general audit of its books performed in accordance with Section 11.45, Florida Statutes, that would include the grant. The Trust may, at its option, perform selected or complete audits of grants or grantees. The potential for such an audit increases when one of the following circumstances or conditions exist; (1) First year grantees; (2) Where a grants administrative official of the Department or Trust determines that a grant report indicates that a provision of the grant requirements has not been met or a grant report has not been filed by the grantee; (3) The grantee has a history of poor performance under a Trust grant; (4) The grantee is under investigation by another granting agency. Specific Authority 259.101, 374.045, 380.507(11) , F.S. Law Implemented 259.101, 375.045, 380.510, F.S. History--New 6-3,0-93. GC/93-002-CSI-P3A FINAL/3-07-94 2 Page 46 of 56 62 2 9 0 9 3 R,E,CF EXHIBIT "C" QUARTERLY PROGRESS REPORT Please fill in all Project identification information as requested. The performance reports will be cumulative in terms of information presented, but the Quarterly Report Period should indicate only the date of the current quarterly period being submitted. Project Description should be a maximum of two paragraphs, identifying the problem which this, project addresses, the proposed solution, implementation, or other proposed outcome of the project. Please identify any partners working with the Recipient. Project Acquisitions should list and briefly describe all acquisitions identified in the Grant Proposal and Contract. Project Progress by Ouarter should become a cumulative report throught the life of the project. Please address specific progress made toward completion or satisfaction of each acquisition. The acquisition itself need not be reiterated, but the acquisition numbers should correspond with the Project Acquistion numbers identified in the Project Acquisition section above. Please identify completion of each acquisition where appropriate. PROJECT NAME: FCT RECIPIENT: PROPOSAL NUMBER: PROJECT MANAGER: EFFECTIVE DATE OF AWARD: QUARTERLY REPORT PERIOD: PROJECT DESCRIPTION: GC/93-002-CSI-P3A FINAL/3-07-94 Page 47 of 56 63 8 2 9 0 9 3 RIC 11F 1 2 9 7 PHE I I I I PROJECT ACQUISITIONS: Acquisition 1. Acquisition 2. Acquisition 3. (List all acquistions listed in grant Contract.) PROJECT PROGRESS BY QUARTER: 1st Quarter (dates) Acquisition 1. Acquisition 2. Acquisition 3. (Describe any project implementation problems encountered, if applicable.) end Quarter (dates) Acquisition 1. Acquisition 2. Acquisition 3. , (Describe any project implementation problems encountered, if applicable.) 3rd Quarter (dates) Acquisition 1. Acquisition 2. Acquisition 3. (Describe any project implementation problems encountered, if applicable.) 4th Quarter (dates) Acquisition 1. Acquisition 2. Acquisition 3. (Describe any project implementation problems encountered, if applicable.) GC/93-002-CS1-P3A FINAL/3-07-94 2 Page 48 of 56 64 8 2 9 E13 3 or 2 J 7 i;�GE'I l 12 EXHIBIT "D" ANNUAL STEWARDSHIP REPORT REQUIREMENTS CC/93-002-CS7-P3A FINAL/3-07-94 3 Page 49 of 56 65 829093 °EE 7 i,1i;t1 1 13 EXHIBIT "D" ANNUAL STEWARDSHIP REPORT REQUIREMENTS Rule 9K-5.015, Florida Administrative Code requires the Recipient of a grant award from the Florida Communities Trust (FCT) to prepare an annual stewardship report due on the anniversary of the date on which the project plan was approved by the FC7 governing body. The annual stewardship report evaluates the Recipient's implementation of the approved management plan and verifies that award conditions are being followed, that uses and management of the project site are compatible with the protection of natural resources, and that monitoring and survey information is used to refine management of the project site. At a minimum, the format and content of the proposed report should include a table of contents; numbered pages; a section summarizing the status of site development and key management activities; a section identifying gross revenue received through fees, sales and concessions if any; a section assessing new information and outlining changes needed to update the adopted management plan; and any appropriate supporting documents as attachments. The section summarizing site development and key management activities should address the status of each activity proposed in the management plan approved by the FCT. These activities should include all physical improvements, maintenance, security, vegetation and animal surveys, exotic species control program, educational program, prescribed burn program, and any other activity proposed in the management plan. This information can be presented in summary form as shown below. Example Table: SUMMARY OF SITE DEVELOPMENT AND MANAGEMENT ACTIVITY MANG.PLAN ON BEHIND CONTINU- COMPLETED PAGE NO. SCHEDULE/ SCHEDULE ING NOT BEGUN Any activity that is behind schedule must include a brief statement explaining the reason for the delay and a new target date for its completion. Completed activities should include a brief statement explaining the end result. The section identifying gross revenue received through the collection of fees, sale of goods and services and other means should identify the activity involved, the managing entity receiving income and the gross amount of income received. This information can be presented in summary form as shown below. Example Table: SUMMARY OF REVENUE RECEIVED ACTIVITY MANAGEMENT ENTITY GROSS AMOUNT RECEIVED 00" IIl��II�i 1yily.MO (lANNY t. Pax HA*(- C1N k(*-(Ilk (lour( Page 50 of 56 66 Individual insurance items in this Exhibit may be deleted by the County's Risk Manager if rendered unnecessary or redundant by insurance obtained by UKCP contractor(s) or subcontractor(s). EXHIBIT D a Page 51 of 56 67 EXHIBIT "C" General Insurance Requirements for Organizations/Individuals Leasing County-Owned Property Prior to the Organization or Individual taking possession of the property owned by the County, or commencing its Management operations, the Organization/Individual shall obtain, at his/her own expense, insurance as specified in the attached schedules, which are made part of this lease/rental agreement. The Organization/Individual will not be permitted to occupy or use the property until satisfactory evidence of the required insurance has been furnished to the County as specified below. The Organization/Individual shall maintain the required insurance throughout the entire term of this lease/rental agreement and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate termination of the lease/rental agreement and the return of all property owned by the County. The Organization/Individual will be held responsible for all deductibles and self-insured retentions that may be contained in the Organization/Individual's Insurance policies. The Organization/Individual shall provide,to the County,as satisfactory evidence of the required insurance, either: • Certificate of Insurance or • A Certified copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify thatthey are not subjectto cancellation,non-renewal,material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the Organization/Individual's insurance shall not be construed as relieving the Organization/Individual from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, will be included as "Additional Insured" on all policies. They will also be named as "Loss Payee"with respect to Fire Legal Exposure. Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled"Request for "Waiver of Insurance Requirements" and approved by Monroe County Risk Management Department. Page 52 of 56 68 GENERAL LIABILITY INSURANCE REQUIREMENTS FOR LEASE/RENTAL OF PROPERTY OWNED BY THE COUNTY FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the Organization/Individual taking possession of the property governed by this lease/rental agreement, the Organization/Individual shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability • Fire Legal Liability (with limits equal to the fair market value of the leased property.) The minimum limits acceptable is: $5,000,000 Combined Single Limit(CSL) An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition,the period for which claims may be reported should extend for a minimum of twelve months following the termination of the Lease/Rental Agreement. The Monroe County Board of County Commissioners will be named as Additional Insured and Loss Payee on all policies issued to satisfy the above requirements. Page 53 of 56 69 BUSINESS AUTOMOBILE LIABILITY INSURANCE REQUIREMENTS FOR LEASES/RENTALS OF COUNTY-OWNED PROPERTY FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the Organization/Individual taking possession of the property governed by this lease/rental agreement, the Organization/Individual shall purchase Business Automobile Liability Insurance. Coverage shall be maintained throughout the life of the Lease/Rental Agreement and include, as a minimum, liability coverage for: • Owned, Non-Owned, and Hired Vehicles • Physical Damage Protection (if the leased property is a County-owned vehicle) The minimum limits acceptable is: $300,000 Combined Single Limit(CSL) ACV for Physical Damage The Monroe County Board of County Commissioners will be named as Additional Insured on all policies issued to satisfy the above requirements. In addition, if the lease/rental agreement involves County-owned vehicles, the Monroe County Board of County will be named a"Loss Payee"with respect to the Physical Damage protection. Page 54 of 56 70 WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor will obtain Workers' Compensation Insurance with limits sufficient to respond to applicable Workers' Compensation state statutes and the requirements of Chapter 440, Florida Statutes. In addition, the Contractor will obtain Employers' Liability Insurance with limits of not less than: $500,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease,policy limits $500,000 Bodily Injury by Disease, each employee Coverage will be maintained throughout the entire term of the contract. Coverage will be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self- insurer, the County may recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance,providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition,the Contractor may be required to submit updated financial statements from the fund upon request from the County. Page 55 of 56 71 INDEMNIFICATION, L A LESS AND DEFENSE MONROE COUNTY, 1100 SIONTON STREET, KEY ST, FL 3. ®4® S LL E NAMED CERTIFICATE HOLDER AND AS AN ADDITIONAL INSURED ON ALL POLICIES EXCEPT WORKER'S COMPENSATION. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Lease, Contractor shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation,administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury(including death),loss,damage,fine,penalty or business interruption, and (iii) any costs or expenses (including attorney's fees) that may be asserted against, initiated with respect to,or sustained by,any indemnified party by reason of,or in connection with, (A)any activity of Contractor or any of its employees,agents,contractors or other invitees during the term of this Agreement, (B) the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or omission of Contractor or any of its employees,agents, sub-Contractor's or other invitees, or (C) Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than Contractor). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Lease, this section will survive the expiration of the term of this Lease or any earlier termination of this Lease. In the event that the term of this lease is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. The extent of liability is in no way limited to,reduced, or lessened by the insurance requirements contained elsewhere within this AGREEMENT. PROPOSER'S STATEMENT I understand the insurance that will be mandatory if awarded the contract and will comply in full with all of the requirements herein. I fully accept the indemnification and hold harmless and duty to defend as set out in this proposal. PROPOSER Signature STq rJ GK 0.' e/KCJ 6 cS Page 56 of 56 72 R FP Response Proposal for Operation and Management Services For Jacobs Aq�uati'c Center, Monroe ouinty►, Florida STANUGUARD A ///rrrr�i��/ ����i T I C S � U A�O�iiaiii111/� //illO�j�j; '.. J For: Monroe County, FL Submitted b : Matt Setterly, President Standuerd Aquatics Prune: 44-651-1.999 Fax: 55-693- 244 Email: matt@standguardaquatics.com www.standauard�a,guatucs.com December 13, 2923 73 Table of Contents TAB 1— Business Plan Pages 2-7 • Our Understanding and Approach Page 2 • Safety Page 3 • Participation Page 3 • Marketing Page 4 • Accountability Page 5 • Program/Activilty Registration Page 5 • Revenue Collection/POS System Page 5 • Reporting Page 6 • Facility Maintenance Plan Page 6 • Chemical Maintenance Plan Page 6 • Daily Maintenance Plan Page 7 Proposed Offerings and Pricing Pages 7-15 • Basic Services Page B • Enhancement Programs Page 9 • Safety/Swim Lessons Page 9 • Dater Aerobics/Fitness Classes Page 10 • Competition/Swim Team/Dive Team Page 1..1.. • Recreati.......on/Events/Activi..ties Page 1..1.. • Concessions Stand Operations Page 1..2 • Retai.........l Sales Page 1..3 • Marketing Plan Page 14 • Timeline for Operations Startu.........p Page 1..5 TAB 2—Operational Qualifications Pages 15-20 • Company Overview Page 1..5 • Corporate Office Information Page 1..6 • Rel........ated Project Experience Page 1..7 • Cu.........stomer References Page 19 • Credit References Page 19 • Litigation Questions A-E(Page 1..3 of RFP) Page 20 TAB 3—Qualifications of Staff Page 20-30 • Company Structure Page 20 • Contract Liaison Page 21.. • Facility Director Page 21.. • Danielle'Satterl......y Resume Page 22 • Aquatics Director Page 23 • Si..moriah......Scharer Resume Page 23 • Marketing and Di........gital Operations Page 24 • NNico�le Heuser Resume Page 24 • Operational.......Accounting Page 25 • Additional Positions and'Staffing Page 25 • Organizational Chart Page 26 • Certifications Required for Positions Page 27 • Employee Requirements Page 28 • Recruiting and Hiring PN..an. Page 28 • Employee Data Retention Page 29 • Uniforms Page 29 • Drug-Free Workplace Policy Statement Page 30 74 TAB 4—County Forms and Documents Pages 31-49 • Proposal Form Page 32-34 • County Forms Affidavit Page 35-36 • Lobbying and Conflict of Interest Clause Page 39 • Insurance and Indemnification Statement Page 40-45 • Insurance Acord Page 46 • Local Preference Form Page 47 • Florida Corporation Registration Proof Page 46-49 75 TAB 1, Our Understanding and Approach Our team members who will serve Monroe County on this project have a long- established track record of providing aquatic management services throughout the country. Our success is based on a detailed approach to serving each and every client on an individual basis., The Jacobs Aquatic Center carries all the amenities necessary to provide a complete aquatics program and offer opportunities to all user groups in this area. With the right approach and plan, we are confident we can maximize the usage and revenue generated at this facility. Our team is excited to have the opportunity to work with this "community center." Community is a very important term in our industry. Community defines the goal of each of our operations. We look to tailor our program at each location to serve everyone in each community. We work to establish programming that is adaptable to all demographic and physical capacities. Too often, programming at aquatic centers gets tailored to only what is popular., That "path of least resistance" approach may make short term participation goals more achievable, but it alienates many sub groups of each community and goes against the idea of making this a "community center.," Our Team will work diligently to make sure the Jacobs Aquatic Center is truly a "community center" for the residents of Monroe County by making sure there are offerings for all., In an effort to create a true "community center" atmosphere, we focus our program around these important goals: 1. Safety - Provide the safest environment possible for our patrons and employees of each facility., 2. Participation - Give residents and patrons of all demographics reasons to participate at this facility on a continual basis. Meeting our goals for participation is essential to achieving our revenue goals., 3. Marketing - Development and implementation of a marketing package to make residents aware of everything that is being offered at these facilities and package the facility in manner that will allow us to achieve the engagement and revenue goals set for this operation., 4. Accountability: Providing a first-class aquatic facility operation requires the highest standards of customer service to the patrons that use this facility. It also requires implementing cutting-edge solutions to manage participation and revenue. StandGuard has created the only, fully digital, accountability package in the industry. Through our digital accountability package, we will be able to provide the highest level of customer service to 7) 76 the patrons using the facility with real time accountability to our client through daily data on all aspects of the operation., Safety Safety is by far, the most important goal for any aquatic facility. Having a safe facility is the foundation for any successful management program. StandGuard has developed a risk management plan for maintaining the highest safety standards in the industry., SGA's Aquatic Risk Prevention Plan (ARPP) is second to none in the aquatics industry., Our ARPP, like our overall aquatic management program is tailored to the needs of each and every facility. At the very beginning of our operation, assessments are completed at each facility to determine staffing levels, lifeguard zone coverage areas, risk assessments, and emergency action plans for the aquatic facility. We also perform Facility Assessment Audits on a monthly basis during our operation to ensure each facility has all necessary safety equipment and operational equipment on hand. StandGuard will also partner with American Red Cross to use their Aquatic Examiners program to audit our operation on an annual basis to ensure we are maintaining the safest operation omissible. Participation The success of any aquatic facility is defined by the level of participation. As participation grows, so do the revenues for the operation., if a facility meets its participation goals, the revenue goals will also be met. Successful aquatics programs are generational. As young people learn to participate in activities they enjoy, they continue to use these facilities as they get older and bring their families and children to these same facilities much more often., Programming is the best avenue of reaching participation goals for any aquatic facility both short and long term. There are numerous opportunities for people of all ages to find activities in the health and recreation markets. Programming gives each operation the ability to reach all user groups, ages and abilities. The ability to get these user groups will also expose each patron to other program opportunities at the facility. A targeted Program Guide is the key to reaching participation goals for every aquatics facility. Our staff members assigned to this operation have 25 years of experience each in developing aquatic programming plans. Our programming plan for each operation is developed around four (4) core values of aquatic programming. Those core values are: • Safety • Health • Competition • Recreation 77 Marketing No programming plan will be successful without creative and targeted marketing. Marketing today is much different than just 10 years ago. We are living in the information age. Consumers want more information than ever before in making effective purchasing decisions. Most people access that information through devices like tablets and smart phones. Having a successful program is only as good as the marketing plan behind it. We have created a marketing plan that allows us to target offerings in our four core values to the specific user groups. Our marketing plan is flexible and will be adapted to the offerings and user groups we will serve at these facilities., A successful marketing plan is achieved through these three basic tasks: • Goal Establishment • Target User Groups through Digital Technology • Data Retention With technology today, marketing can be done on a micro level., in the past, marketing recreational programs meant publishing a brochure or guide and mailing it to all residents within a jurisdiction. This type of marketing has its advantages and disadvantages. These types of marketing are too costly to perform on a weekly or daily basis. Through digital technologies like web pages, email activity, and social media, we can target the user groups directly and timely. Increased contact with these user groups will increase their participation in our programs and activities at the facilities we manage. Another major benefit to using digital technologies to market each operation is the ability to retain contact data with users. Through email and social media, we can keep contact information for those users that are either participating in any of our activities/programs or are interested enough to engage our digital marketing platforms. Our digital programs allow us to retain this data and build a large base of targeted user groups., As an example of data retention, we have accumulated over 3.5 million email addresses, social medlia followers, and contacts from our Riverside County, CA operations since 2017. We can reach 3.5 million people on a daily basis in this operation alone and all of those contacts were collected) through our marketing strategy. In total, we have over 12 million contacts collected over the past five years nationally. Marketing is an integral part of any successful program. The ability to reach those targeted user groups will help create the data base necessary to effectively meet the established participation goals for each operation. 4 78 Avccou nta bi I ity Accountability in each aquatics operation is vital to providing the data necessary to determine if our operation is meeting our goals in customer service, participation and revenue from our programming and marketing packages. StandGuard has created an Aquatic Program Management Software Package (APMS) through usage of several technologies to track and document the operation, customer service, participation and revenue for our operations. Like all other faucets of our management plan, the APMS is tailored to the specific needs of each facility. Our APMS program also provides a clean and efficient method to collect and document revenue for those programs. StandGuard has developed the APMS package specifically for our operations that require recreation management software platforms., In partnership with Myrec.com, our APMS is designed to take advantage of multiple technologies used by everyone on a daily basis. Our software package is cloud-based and can be accessed by any device with access to Internet. There are three (3) great features of our APMS: • Program/Activity Registration • Revenue Collection/POS Systems • Reporting Progiram/Actilvity Registration Our tailored registration platform makes all of our operations web-based and accessible from any smart device through one platform. Through collaboration with MyRec.com, we have created a platform that is flexible to meet the specifics for each facility's digital operations platform and is user friendly to our patrons. This platform allows for registrations, revenue collection, and data reporting for all aspects of our operation, including, memberships, daily admissions, program registration, activities, rentals, special events, and special activities and corporate functions., Revenue Collectilon/POS System All on site POS operations are handled through the same digital platform. By incorporating all POS functions with our recreation management platform, we can accept onsite registrations for all activities and programs offered at our locations. Additionally, all online and onsite transactions are run through the same program. This allows both our staff and our client to see all financials of this operation in one location in real time. This also allows for quick and efficient transactions for patrons., 79 Reporting Managing revenues for programming is one of the most important aspects of our operation. Having a fully integrated system provides one central location for all reporting. Our platform provides numerous reporting formats that are customizable., Since they are web-based, access can be obtained from any location and are protected by our provider's backup systems. StandGuard will set up access to our digital platform to Monroe County staff. This will provide complete access to all reporting for this operation in real time. Facility Maintenance While we take great pride in our efforts of providing a great operation, the foundation of each is our ability to provide a great Facility Maintenance Plan., Although safety and participation grab most of the headlines when discussing aquatic facilities, being able to provide a top-notch maintenance plan is key to the long-term success of every aquatic facility., Aquatic Facilities in general are not profitable. One of the biggest reasons for this is the annual cost of maintenance and capital improvements over time. StandGuard recognizes those challenges and has developed digitally based reporting plan through HydroApps to provide the highest quality of facility preventative maintenance for our facilities. We also work directly with numerous vendors to provide the best commercial products at the lowest pricing for our clients. As a leader in our industry, we are well versed in the needs, both short term and long term, for all of our facilities and work with our clients to develop long term capital improvement plans to minimize wasted spending over time., in reviewing available history of capital expenses for this facility, we are confident we can make significant improvements on lowering the costs of capital expenses at this facility. We have a team of contractors that provide consistent pricing and our large selection of vendors allows our company to purchase larger items at the best prices available in the industry. Ch�emical Maintenance StandGuard staff (Maintenance Technicians and PQC's) will work hourly to ensure all chemical levels are in appropriate ranges per code. Our team will have all necessary CPO certifications to serve in this role. StandGuard has a host of vendors and suppliers for all necessary chemicals for this operation. StandGuard has already identified suppliers for the chemicals necessary so that we are ready to move forward as soon as a notice to proceed is provided. 6 80 Daily Maintenance Plan Reporting StandGuard Aquatics now uses the Hydroapps, a cloud-based program created by Councilman-Hunsaker for all daily and monthly reporting for our facilities. This new digital reporting app has numerous applications that will be used on a daily basis at this facility: 1. Hourly/Daily Chemistry Reporting 2. Opening and Closing Inspections 3. Daily opening Ride/Water Feature Inspections 4. Certification Reports 5. Monthly In-service Training Reports for all Lifeguard Staff 6. Risk Management Reporting 7. HVAC Monthly inspection Reports 8. Electrical Monthly inspection Reports 9. Aquatic Facility Monthly inspection Reports 10.,MAHC Annual Report 11.,Daily Pump room Maintenance reporting and logs 12.,incident/Accident Report Forms 13.,Quarterly Facility Inspection Reports 14.,Annual Capital Improvement Reports As with our APMS system, we will provide Monroe County staff with access to all reporting via Hydroapps. Additionally, through this system, our Facility Director, Aquatics Coordinator, and Corporate office staff will be immediately notified of any missed reporting on a daily basis in real time and notifications for chemistry alerts and incident reports. The days of having wet paper reports in the pump room and office are over. Technology allows for all reports to be completed digitally on an iPad and stored for years. Proposed Offerings and Pricing StandGuard offers programming on a quarterly basis. This allows our team to constantly provide the programming offerings that are successful, adjust pricing as needed, and most importantly, remove programs that are not successful., Quarterly programming also allows our team to meet the community's needs seasonally as well., This RFP has asked for each responding company to submit a proposed list of programs and pricing for the operation. All programming falls within Basic Services and Enhancement Programs. The items below are what our team recommends for the first quarter of 2024., it has been our experience that the best course of action in taking over an operation is to maintain as much of the pricing and schedule as possible 7 81 for the first quarter. Too much change can too quickly will cost an operation users and participation in the critical time of changing management companies. Proposed Daily Hours of Operation Monday through Saturday 8:00 am to 7:00 pm Sunday 10:00 pm to 7:00 pm Schedules for specific times will change based on the season but the facility will be open for activities during the hours above except for Federal Holidays., Each day will include times for public use, members-only use, and activities. Basic Services As per the RFP request, Basic Services includes all daily admission and memberships. Our team is proposing the following price points for each as follows: Daily Admissions Quarterly Memberships Adult (17+) $12.,00 $90.,00 Youth (10-16) $10.,00 $80.,00 Child (3-9) $8.00 $70.,00 Family of 4 $30.,00 $155.00 *NOTE on Admissions pricing — We are going to propose special discounts for all Enhancement Programs for those that purchase memberships. Since memberships and daily admissions will be the biggest driver of revenue, offering a dliscount system approved by Monroe County will maximize our annual revenue and participation numbers. Additionally, we will be offering annual memberships starting the second quarter once we have a better gauge of price points. The majority of revenue generated from aquatic operations will be from memberships, season passes, and daily usage fees. StandGuard will work with Monroe County Parks staff to determine price points and fee structure long term to maximize usage and revenue generation for this operation., CS 82 En�han�cemen�t Programs The most important aspect of a successful aquatics operation is the programming offered. The success of any aquatics facility is defined by the level of participation. Programming is the best avenue of reaching participation goals for any aquatics facility. Our Programming Plan is designed to meet the core values of aquatic programming. Those core values are: • Safety — Swim Lesson • Health — Water Aerobics and Fitness Classes • Competition • Recreation In order for an Aquatics Program to be successful, it must offer programming in each of these four core values. Having a broad base of programming will provide the most opportunities for aquatic participation at your facility., Safety — Swim Lessons The most important aspect of aquatic programming is teaching people safety in and around the water. One of the largest problems facing the aquatics industry is the increasing number of people that cannot swim. This problem is generational. The foundation of any aquatics program is the ability to teach people how to swim. StandGuard offers a full range of swim lessons for infants to senior citizens through the American Red Cross Learn to Swim Program., From beginner to advanced, we offer safety classes to all user groups and ages. These programs are by far the most used and easiest to schedule. Teaching people how to swim and safety in and around bodies of water is the most fundamental responsibility of any aquatics program. We will offer lessons in group (5-8 participants), semi-private (2 participants), and private (1 participant) throughout the year. The schedule for all offered lessons will be offered on a quarterly basis. Our proposed pricing for each is: Group (5-8 participants) — $80.00 per session. Group classes consist of 8,1 45 minutes classes with a WSI certified instructor. Semi-Private (2 participants) — $100.00 per session. Semi-private sessions will consist of 4, 30 minutes classes schedule over a two-week period during the quarter at a time convenient to the patrons and instructor., Private (1 participant) — $100.00 per session. Each session consists of 3,1 30 minutes classes, one on one with a WSI instructor scheduled during a one-week period during the quarter. 9 83 Water Aerobics and Fitness Classes StandGuard offers over 30 different types of aquatic classes designed to improve an individual's health. These programs are offered in group and individual settings. These programs provide aquatic programming for every user group in any community from senior citizens and special needs, to dedicated athletes in top physical condition. The size and depth of the facility will determine what can be offered, but with so many class types available by our staff to teach,, we can put together a quality class roster regardless of the facility dynamics. In reviewing the facility structure and layout, our team is proposing the following list of classes for the first quarter of 2024., These classes will have pricing for daily walk-ins and quarterly memberships: Water Circuit - This combination of cardio and strength training takes you through a series of stations using effective circuit training principals and the latest aquatic equipment for a total body workout., Hydlro Cycle - Using stationary aqua bikes,, this 60-minute class provides the excitement of an indoor cycling class but with the enjoyment and added resistance of the water. All fitness levels welcome, water shoes are required., Aqua Fit - An aerobic workout in the water and is an excellent physical activity suitable for people of all ages and fitness levels. It helps develop coordination, balance, cardiovascular conditioning, flexibility,, muscular strength,, and endurance. No swimming skills required., Water Noodle - Water aerobics with the noodle. Water Noodle workout will show you how to use the noodle for added buoyancy and perfect positioning that permits powerful aerobic movements., Senior Aqua fit - The water provides an atmosphere of safe resistance for aerobic conditioning. This class is perfect for the fit,, pregnant, and/or joint-sensitive individual. You need not be a swimmer to participate., Arthritis Foundation Aquatic Program —The AFAP is a community- based,, group program that uses a variety of water-based exercises to increase physical activity among adults with arthritis. All fitness classes will be offered two to three times per week depending on the class. The schedule for these classes will be set for the quarter and times will not change once approved by StandGuard and Monroe County. 10 84 Pricing for all fitness classes is offered for daily walk-in's and 10 session punch cards at a discount. The 10-session punch card can be used with any classes offered during the quarter., Daily Walk-In Fee - $5.00 10 Session Punch Card $40.00 Competition Swilm/Dive Teams StandGuard will work aggressively to provide pool time for all competitive swim and dive teams in the area. We have worked closely with USA, High School, and YMCA swim/dive teams. We have vast experience hosting large swim meets and competitions at the local, state, and regional levels. Our staff has extensive experience running meets, including using all timekeeping equipment onsite., Our teams have worked extensively with both Daktronics and Colorado Timing Systems. Our team is prepared to jump in immediately and operating the winter training sessions for colleges along with the Orange Bowl Swim Challenge. For the first two quarters of the 2024, StandGuard proposes to offer the same pricing that is currently being offered for swim lane rentals., 2 Hour Lane Rental - $50.00 per lane We will look to offer discounted pricing for teams that can commit to using the facility on a long-term basis. Those discounts will be negotiated with each team and StandGuard will work with Monroe County staff on approval for discounts on long-term usage., Swim Meets — Pricing for these events will be set based on the event. Pricing will be determined based on the number of participants, the amount of days and hours staffing is needed and facility needs for each event. Our goal will be to match in year one what was previously offered to teams and events., Recreation We provide numerous options for parties and events throughout the year. Activities such as birthday parties and therned events at the facility throughout the year provide fun for the entire family and another great opportunity to market the facility and other opportunities that are offered to users., The following activities will be offered and marketed for the facility: Birthday patties — Small group parties will be charged a rate for person and that will include access to the facility, the wet room for 30 minutes 85 and a meal offered throughout concessions stand. We will provide multiple price options to enhance the experience for each party., Corporate events — Corporate outings are very popular at aquatic facilities that have amenities for all ages. Our team will actively market the facility for rentals. We will offer the entire facility to just the meeting/conference room. Pricing will be per event and will be based specific request from each group to include food options, activities, and facility needs. Cabana Rentals — StandGuard will purchase and install 5-8 cabanas on deck for daily rentals. Pricing for these will be proposed at $75.00 for weekday and $125.,00 for a weekend/holiday day. These are extremely popular, especially during the summer., Therned Activity Days — StandGuard will offer a community therned event each quarter to the public. Each therned event will be marketed to the public starting in the quarter prior to the event. Note on Pricing — StandGuard will provide a full list of offering within five (5) days of receiving notice to proceed with our plans for each of these items and a pricing list to include rental fees and optional add on services (food, cabanas, discount for residents/members, etc.,) Concession Stand Operations StandGuard plans to offer a fully operational concession stand for this operation., Our team will develop a complete menu once we have an opportunity to review all equipment available on site and determine what investments we will make to provide a full menu year-round for our patrons. Below is a list of items we currently sell at other operations that can be prepared with commercial equipment that does not require a grease trap: +• Hamburgers +• Chicken Tenders +• Hot dogs +• Pizzas +• Nachos +• Pretzels +• French Fries +• pippin' Dots +• Additional Frozen Treats +• Coke/Pepsi Products through either a fountain machine or bottles +• Icee Frozen Products +• Assorted Candies and snacks +• Chips +• Protein Shakes 86 +• Protein Bars/Drinks +• Assorted Health Foods +• Coffee and Juices +• Additional items to meet the season needs of the aquatic center and healthy choice items to meet the needs of the Jacobs Aquatic Center. *Concession Pricing for all items will be determined once a menu for the operation is set based on available space and equipment at the facility., StandGuard Staff will provide Monroe County Staff with a full menu and pricing with in five (5) business days of receiving notice to proceed for approval., Retail Sales We work directly with Sum Bum nationally to sell their entire line of products at our parks. This includes sunscreens, lotions, lip balms and swimming pool items like beach towels and toys. We also sell lines of items used as aquatic facilities like goggles, swim caps, and water toys. We will also provide a list of items that meets the daily needs of those using the aquatic center. Many items will dovetail with the classes and offering provided the aquatic center throughout the year. Retail sales will be set up at the front desk., *Retail Sales Pricing for all items sold at the park will be provided to Monroe County Staff within five (5) business days after receiving notice to proceed for approval., Marketing Plan No aquatic program will be successful without creative and targeted marketing. Marketing today is much different than just 10 years ago. We are living in the information age. StandGuard has taken full advantage of the digital age and technologies available to mass market our programs. Having a successful aquatics program is only as good as the marketing plan behind it. StandGuard has created a marketing plan that allows us to target offerings in our four core values. Any successful marketing plan is achieved through accomplishing these three steps: +• Goal Establishment +• Identify Target User Groups +• Micro Targeting through Digital Technologies +• Data Retention Goal Establishment— Setting goals for your aquatics program is the first essential key in a successful marketing program and a successful aquatics program. StandGuard will review your facility's participation history to establish quarterly and 87 annual goals for participation., in order to implement our marketing program, we will establish participation goals for all four core values. From these goals, we can determine where and how our marketing campaign will be focused. Target User Groups — Once the Aquatic Program Package has been created, it is important to use marketing techniques that will get as much information as possible to the targeted user groups for the programs offered. Historically, marketing for aquatic programming has been handled through mass mail outs. Today, we can successfully identify the user groups of the aquatic programs we will offer directly., Defining user groups will limit the time and money necessary to reach the participation goals set for the operation., Marketing through Digital Technologies — StandGuard Aquatics will use the many resources available digitally to "micro" target existing and new users of the programs offered at this facility. Examples of these technologies that our team will use to market our programs include: 1., Social Media — Our team will create and set up accounts with all Social media partners like Facebook, Twitter, Instagram, etc., to connect with all existing users and reach out to new users through constant contacts. Our Program Director will be in charge of making daily updates to these accounts with our offerings. The use of social media contacts will increase participation and revenues. 2. Development of a Splash Page for this operation. Having a full functioning Splash Page will provide all important information on each facility and provide the platform to access APMS for quick and easy access from anywhere in the world with an internet connection. Our Splash Pages are designed with both desk top and mobile versions so that all registrations can be done from any smart device., I Email — Below, we spend some time talking about our ability to collect data. The most important data collected through our APMS are email contacts from contacts and previous registrations. A consistent email campaign has replaced the paper mail outs. Data Retention — Retention of data from previous participation is the best resource for future marketing plans. The use of the internet provides many avenues to collect data on participants. We use many forms of media to collect this data., Platforms such as Facebookf Twitter, and Instagram provide great avenues to collect data from interested participants directly. Our records show that 72% of all users of aquatic facilities will be repeat users of activities and programming in the future. To help collect data on each user in our aquatics programs,, we have developed our APMS in conjunction with MyRec.com to handle all data collection and registration for all events. This digital platform will collect all data from users of the facility as well as everyone that communicates through other media platforms. StandGuard has spent a 14 88 significant amount of time and money developing a data retention plan to provide instant and direct marketing to the user groups necessary to meet our established goals for each operation. Timeline for Operation Startup StandGuard Aquatics has already identified and provided resume information in this RFP response on who will be responsible for implementing the startup of this operation. All team members have participated in these same roles in numerous other operations of similar size and complexity, and are well prepared to handle the schedule of events needed in order to take this project from contract award to actual operations., We are prepared to have Danielle Satterly on-site, full time within 48 hours of receiving the notice to proceed. We have idenfified all accommodations locally for operations andl Danielle has family on Key Largo. She is ve familiar with this area. TAB 2 Organilzatilon"s Qualifications Company Overview StandGuard Aquatics was developed and formed with the primary goal of providing aquatic management services for aquatic facilities, large and small to local municipalities nationally. The main principles of our organization have over 50 years of experience working with cities and local municipalities nationally in the aquatics and recreation industry., in the 1990's and 2000's, most municipalities only needed swimming pool management services as a means to lower the overall cost of their operation. Over time, as budgets reduced and government agencies began to analyze the impact their facilities were having in their respective communities, many agencies began to realize their aquatic operations were underutilized versus the cost to provide those services. Even though the use of a swimming pool management company reduced the overall costs of self-management, that model of service did not focus any time and effort in increase participation and usage of these facility. The swimming pool management model used for many years helped reduce the overall cost of managing these operations, but did not solve the problem of poor participation., in an effort to address both the overall cost and participation at their facilities, we developed an aquatic management services model. This model had a simple equation to help provide our clients with management solutionsto each of their facilities., 15 89 Our model of management was designed to be facility specific. While cutting costs is easy, every facility required a different approach to address increases in participation based on amenities, local population, and demographics. Our solutions- based model allowed our team to successfully manage any type of aquatic facility from small swimming pools to large, year-round aquatic centers and water parks., Our full-time staff has spent the past ten years developing a management solutions business model that not only served the immediate needs of their aquatic facilities., in order to provide a successful aquatic management program, the program must be flexible to meet the needs of each individual client., A "cookie cutter" approach provided by most management companies may address the need to reduce costs, but they often are not able to provide the business plan necessary to maximize both participation and revenue for the operation. StandGuard's management solutions program allows us to jump right in and build a program that meets both of those needs at the aquatics facilities. A well-rounded management services program not only leads to higher participation rates, but also allows for increased revenue by taking advantages of all resources available at each facility. These successes are not only positive for the agencies that must justify the costs of their operations in a challenging economic environment, but they are very positive for the residents these facilities serve by providing more recreational programs., Corporate Office Information StandGuard Aquatics is a Georgia based Corporation. The Jacobs Aguatic Center will be served by our corporate office and immediate full-time staff assigned to this project work in our corporate office., StandGuard Aquatics Office Address: 1710 Redi Road Suite 100 Cumming GA,, 30040 StandGuard Aquatics Corporate Mailing Address: 5665 Atlanta Highway Suite 103-168 Alpharetta GA,, 30004 StandGuard is incorporated in GA and currently has an operating business license in Forsyth County GA. StandGuard is also currently registered to do business in Florida., Details of this registration are attached in TAB, 4., 16 90 StandGuard currently employees 620 employees annually nationally to serve all of our clients. StandGuard currently has operations in Georgia, California, New York, and Pennsylvania. Our company has 15 full-time corporate employees who oversee all operations nationally. StandGuard Aquatics INC was formed in January of 2011 and started operations in 2014. StandGuard Aquatics INC has not had any other name prior to its formation in 2011., Current Shareholders of Stands Guard Aquatics INC: Matt Satterly — 100% ownership of StandGuard Aquatics INC since 2014 Current Officers of Stands Guard) Aquatics INC: President— Matt Satterly Vice President — Danielle Satterly Secretary — Sheilah Cane Related Project Experience Over the past 10 years, the full-time staff members of StandGuard Aquatics who will be assigned to this project have worked with many municipalities. To meet the requirements of the RFP, we are providing references of current clients with operations similar to the size and scope of the Jacobs Aquatic Center., in addition, all full-time staff assigned to this operation worked with each of the following references in similar capacities: 1. Jurupa Valley Aquatic Center/The Cove Water Park, CA We manage all aspects of this year-round facility to include all admissions, staffing, maintenance, concessions, programming, retail, and financial management. This operation has 3 full-time staff members and 180 seasonal/part-time employees. This operation averages $2.1 million per year in revenue. This project includes all operational aspects required as part of this RFP. Our current agreement is a lease with a revenue share. This operation was losing over $500,000 per year when we took over in 2016. We now have made that operation profitable by providing County a revenue share annually. The County of Riverside, CA provides no subsidy for this operation and StandGuard is responsible for all operational costs of operation including utilities. 17 91 2. Perris Aquatic Center/The DropZ,one Water Park, CA We manage all aspects of this year-round facility to include all admissions, staffing, maintenance, concessions, programming, retail, and financial management. This operation has 3 full-time staff members and 200 seasonal/part-time employees. This operation averages $1.8 million per year in revenue. This project includes all operational aspects required as part of this RFP. Our current agreement is a lease with a revenue share. This operation was losing over $750,000 per year when we took over in 2016., We now have made that operation profitable by providing County a revenue share annually. The County of Riverside, CA provides no subsidy for this operation and StandGuard is responsible for all operational costs of operation including utilities. 3. SportsPark Indoor Aquatic Center, NY This operation is year-round. We provide staffing for this facility and staffing for all programming. We operate off an annual agreement where the State of New York reimburses StandGuard for all operating costs we provide on a monthly basis. This operation is an $875,000.00 annual operating contract., 4. Dekalb County, GA We have Ipiro0cled full) management services year-rouncl for our cHent. The operadon iindlucles 8, swimming Ipoollls and five splash Ipadls. Thais operation indlucles 2, indoor, year-round senior center operadons. THs operation had two fulkdme FacHity Drectors aindl 100 season staff. We provide 611 staffing aindl Ipirogrammiingi at each of these locations indluding the two, seniior centers., This operadon its approximately $1,200,000.,00 annu&lly. S. Towamencin Township, PA We manage and operate the Towamencin Township Aquatic Facility., This includes hiring 45 lifeguards., We have managed this operation for 7 years., We operate this client under a revenue share agreement and handle all aspects of the operation including staffing, management, programming, concessions, and activities. 18 92 Our Customer Referen�ces 1. Dekalb County GA Kevin Buford De alb County, GA 3681 Chestnut Street Scottddle, GA 30079 (470), 472-8775 k1buford_(dntVcja.gov 2. Sportspark Indoor Aquatic Center State of New York Joseph Natale Roosevelt island Operating Corporation 250 Main Street Roosevelt island, NY 10044 347-501-2460 Jose ph.natale d)rjioc.ny.gov 3. Perris Aqluatic Center/The DropZ,one Water Park Veronica Casper 3403 101h Street, Suite 400 Riverside CA 92501 951-201-1493 vcasjper@rjygg,,gM Credit Referen�ce 1. Minton Jones — ;Supplier of Facility Products Melinda Rugg 770-349-3404 mrugg@mintonjon si.com Z. American Redl Cross — Lifeguard)/Swim Instructor Certs Nationally Lindsey Ross 470-725-8575 kLindsey.ross redcross.or 3. Paycor — Payroll, HR, Onboarding, Background screening services Jason Koster Senior Accounts Receivable Specialist 513-954-7684 jkoster_@paycor.cqm 19 93 Litigation Questions a. — e. Per page 13 of the RFP, the answer to all questions (items a — e) is NO. TABS QUALIFICATIONS OF STAFF' Company Structure StandGuard Aquatics (SGA) has 15 full time staff members that work in our corporate structure who will oversee and operate this facility. Our corporate office, based in Cumming GA, will oversee this operation directly and we will assign several corporate staff members directly to this operation. Specifically, Danielle Satterly will be assigned as the Facility Director for this operation. She will be placed onsite and will be responsible for oversite of all day to day operations. Our experience in this industry has taught us that it is not possible to hire a new person to fill this type of position at the startup. Having this position filled with a person that has a high level of experience installing startup operations is the most critical key in getting this operation opened successfully. There will be challenges in the startup of any new operation. Danielle handled the startup operations for all of our client references listed in this RFP response., In addition to Danielle, Matt Satterly will serve as SGA's Corporate Liaison and provide over site of this operation and work with the designated County administrators to ensure that the transition process gets started correctly and we are meeting our goals operationally and financially., In selecting a vendor for this operation, it is critical to find one that not only understands this project fully, but has extensive experience in starting up new operations. In order to help show our understanding of this operation, we are providing below an organizational chart for full operation of the aquatic center., In order to achieve the goals of our approach to this operation, a complete and comprehensive staffing plan ready to start on day one is essential. The staffing plan must include experienced leadership within our team to ensure the operation start up is successful. There are five key positions that must be in place at the time a bid is submitted for this RFP. A solid business plan is useless without having the proper leadership to enact that plan. We would not submit a bid for this project unless we had ")o 94 the personnel in place to properly manage the business plan. These are the key positions and those who will fill them: 1., Contract Liaison — Matt Satterly 2., Facility Director — Danielle Satterly I Aquatics Director — Simoriah Scharer 4., Marketing and Digital Operations — Nicole Heuser 5., Accounting — Sheilah Cane Contract Liaison Matt Satterly will serve in this position for Monroe County throughout the entire contract period., The Contract Liaison position will be responsible for handling the bidding and contract negotiation process. This position will be responsible for all decisions made in the operation and will work directly with the Purchasing and Parks staff to make sure our company is in full compliance with the requirements of our agreement and is meeting all goals laid out in our Business Plan. Matt is the President of StandGuard Aquatics, has 28 years of experience in this industry and has provided aquatic management services to over 50 cities and municipalities since his start in this industry. Matt has also served as the Contract Liaison for all references listed in this proposal. Facility Director Danielle Satterly will serve as the Facility Director for this operation. Our goal is to ensure we hit the ground running once provided a notice to proceed. Danielle will be assigned to this project and will be onsite along with our Aquatics Directors to manage day to day operations., Our references for this project listed all were clients that were startups by Danielle. All have been successful operations because they had great startups under Danielle's guidance., Danielle will be in charge of all day to day operations of the aquatic center and will provide oversite on the aquatics operation. Here is more info on Danielle's experience: 95 Danielle Satterly New Client Start Up Director HR Director StandGuard Aquatics Experience 2014-Present StandGuard Aquatics Roswell, GA Human Resources Director/New Client Startup Director • Served as startup Facility Director for the Perris Aquatic Center/DropZone Water Park and the Jurupa Valley Aquatic Center/The Cove Water Park in 2016. • Served as startup Facility Director for Long Branch Lagoon in 2016. • Served as startup Facility Director for Sportspark at Roosevelt island • Responsible for hiring 400 staff members each year. • Develop and implement all programs offered to customers, including, but not limited to swim lessons, water aerobics, parties, special events • Assist accounting office with all payroll entries and paperwork related to employment • Provide certification training through Red Cross for LGT,, CPR, First Aid • Responsible for all new out of state client startups. Her Current Certifications • AFO Certified • CPO Certified • LGIT Certified (Lifeguard Instructor Trainer Certification) • LGI Certified • LGT, CPR/First Aid Certified • Completed NSPF Aquatic Management Series Course • Completed National Aquatics Director Certification through United States Water Fitness Association. 96 Aquatics 1 Aquatics Director Simoriah Scharer's role will be to assist Danielle in all of her duties as outlined above and oversee directly the aquatics operation., Currently, Simoriah is our Facility Director for the DropZone Water Park and Perris Aquatic Center in Perris, CA., Simoriah will work onsite along with Danielle in the startup of this operation to ensure we are meeting all of our operational goals. Here is additional information on Simoriah's experience: Simoriah Scharer Facility Director Perris Aquatic Center and DropZone Water Park StandGuard Aquatics Experience 2017-Present StandGuard Aquatics Perris, CA Facility Director — Perris Aquatic Center/DropZone Water Park. • Provide all oversite and operational direction for this operation since hired in 2017., • This operation grosses $1,750,000.00 annually. • Responsible for hiring and managing 220 staff members each year., • Develop and implement all programs offered to customers, including, but not limited to swim lessons, water aerobics, parties, special events at these operations., • Assist corporate office with all payroll entries and paperwork related to employment • Provide certification training through Red Cross for LGT, CPR, First Aid • Operation included year-round activities and programming including concessions and retail sales. • Turned an operation that was losing $750,000 per year into an operation that is now profitable in all years under her direction. Her Current Certifications • AFO Certified • CPO Certified 7) 97 • LGIT Certified (Lifeguard Instructor Trainer Certification) • LGI Certified • LGT, CPR/First Aid Certified • Completed NSPF Aquatic Management Series Course • Completed National Aquatics Director Certification through United States Water Fitness Association. Marketing and Dilgiital Operations Nicole "Nikkie" Heuser's role will be to set up and manage our marketing plan for the aquatic facility. Nikki will also work directly with Danielle and Simoriah to set up the recreation management software site for this operation. Here is additional information on Nikkie's experience: Nicole Heuser West Coast Regional Director Marketiingi aindl Recreation Management Software Operabons StandGuard Aquatics Experience 2017-Present StandGuard Aquatics Perris and Jurupa, CA Regional Director/Marketing and Recreation Management Software Operations — West Coast Parks • Provide all oversight and operational direction for 3 west coast operations since hired in 2017., • These operations gross $4,000,000.00 annually., • Responsible for overseeing all hiring and management of 350 staff members each year. • Oversee all programs offered to customers, including, but not limited to swim lessons, water aerobics, parties, special events at these operations., • Assist corporate office with all payroll entries and paperwork related to employment • Manage all West coast websites • Manage all third-party vendors for West coast facilities including negotiating of contact prices 24 98 • Data base information for all west coast parks via Recreation Management Software operations • Design all social media flyers for marketing and mass emails • Teaching and setting up staff for management software • Marketing new ideas for increasing revenue • Designing new camp ideas yearly to increase revenue • Increasing sales for concessions through marketing new ideas to the public through multiple strategies • Develop and implement business, marketing and advertising plans., • Ensuring companies stand and procedures are followed. Accounting Sheilah Cane handles all internal accounting for our company, including facility specific accounting needs. Sheilah will work with all members above to make sure we have all necessary vendors set up to provide all supplies/products to operate this facility. Sheilah will also assist Matt with all internal financials needed for the operation and work with him on all contractual needs., 5 99 / « 22 � 4 \ \ , e U - � � ru fu 0 075119 - � - � .� . C: o ru Uy = 0) : § ru )/ � 26 100 Adldli'ti'onr al Positions/Staffing StandGuard will provide all necessary daily staffing to operate these facilities., Under the plan we have provided, we are including all the necessary positions for this operation: 1., Assistant Directors — We will carry four (2) assistant directors on staff. Each will report directly to the both directors and serve as an assistant to them. They will be responsible for the staff schedule and perform all daily paperwork for this operation, including but not limited to, all chemical/maintenance logs through Hydroapps, safety inspection, and facility inspection reports. Assistant Directors for the aquatic center will be Lifeguard certified., They will handle all customer service requests/complaints from the public on site. They will also be responsible for opening and closing down the facility daily. 2., Pool Leads — Pool Leads will be lifeguards who oversee lifeguard rotations on deck., All Pool Leads will work on deck and serve as lifeguards while leading a rotation. Pool Leads will be assigned specific cleaning duties daily., 3., Lifeguards — Lifeguards will be paid an hourly wage and will be required to work 25-40 hours per week. Lifeguards will be assigned specific cleaning duties daily. 4., Swim Instructors (SI) — All SI's will be paid on a per student basis for teach swim lessons. All SI's have must be certified WSI (water safety instructor) through the American Red Cross., All SI's will report directly to the AD., 5., Water Aerobic/Specialty Instructors — All other instructors who provide instruction at these facilities will carry any and all certification required for the classes they teach and will be paid per student/participant in each class or activity. 6., Front Desk/Admissions Attendants (AA) — AA's will work at the front desk and admissions areas at the Aquatic Center., They will also handle the retail sales of Pro Shop. 7., Concession Attendants (CA) — CA's will work only at the Concession stands., All CA's will be trained in food prep and all other certifications as required by Monroe County Health Department requirements. CA's will report directly to FD., S., Maintenance Technicians — We will have one full-time Maintenance Technician for this operation to oversee the aquatic center. MT's will manage all Park Quality Control employees and their schedule of duties on a daily basis for the aquatic center. MT's will handle all mechanical operations for this facility., 9., Park Quality Control — All PQC's are responsible for daily cleaning of the facility. This includes all restrooms, trash, and office areas. They will also assist our Maintenance Technician with any and all work necessary to keep the facility operating fully. 2 7 101 Certifications Required for Positions All staff members will carry the appropriate level of certifications for each position. The bulk of our required certifications (lifeguarding and safety) are through the American Red Cross., We also require several other certifications for certain members of our staff. Here is a list of all certifications required for proper employment at this facility: • Facility Director — Cur Director will be required to carry an AFC (Aquatic Facility Operator) certification and a CPO (Certified Pool Operator) certification. FD must complete NSPF Aquatic Management Certification as well. Our FD must also be certified as LGIT certified through American Red Cross. • Aquatics Director — Cur Aquatics Director will be required to carry an AFO certification. In addition, they will carry the WSI (Water Safety Instructor and LGI (Lifeguard Instructor Training) certifications through American Red Cross. • Facility Manager — Our Facility Managers will be required to carry a CPO certification. In addition, they will also carry the LGT (Lifeguard Training) and CPR for Professional Rescuer certifications. • Pool Leads/Lifeguards — Cur Lifeguards will be required to carry the LGT (Lifeguard Training) and CPR for Professional Rescuer certifications. • Swim Lesson instructors — All swim instructors are required to carry WSI, LGT, and CPR for the Professional Rescuer certifications., • Water Aerobics Instructors — All instructors will carry CPR for the Professional Rescuer certifications and trade specific certifications for the specific classes they will teach. • Maintenance Technicians — Our MT's will be required to carry a CPO (Certified Pool Operator) certification. All employees will carry basic CPR and First Aid Training. All team members will be provided all required certifications by our company. Our full-time staff will provide all American Red Cross training through our national provider account. StandGuard will pay for all costs for all training re aired for all positions employed in this operation. We dlo not charge our empl9yees for this training., StandGuard is one of the largest providers of American Red Cross Certifications nationally. We have one awards for being a national provider in 4 of the past 5 years., StandGuard also uses the American Red Cross Examiners program annually at all major facilities to provide third party audits of lifeguard staff. This service will be provided by StandGuard in this operation. StandGuard currently has three (3) LGIT (Lifeguard Instructor Trainer Certifications) on staff including Danielle and Simoriah. 102 Employment Requirements In order to be considered for employment with StandGuard Aquatics at this operation, all potential hires must complete the following: +• Complete the hiring process. This includes completing a full application, interview, and complete all additional paperwork required by company to be considered for employment. +• Complete a national level background check prior to scheduling interview. StandGuard will pay for all costs of background checks., +• Complete level seven (7) drug test. StandGuard will pay for all costs of drug testing for all employees. +• Complete all required training and certifications required for each position. As stated above, StandGuard will pay for all certifications required to work at this facility., Recruitment and Hiring Plan StandGuard has been successful in hiring full staffs for each operation. We currently use Paycor for all HR, Onboarding and Payroll Services., We also use their recruiting services which helps us locate and hire the necessary staff each year to operate all of our facilities nationally. In addition to our use of the Recruitment platform through Paycor, we also use our data base of contacts in GA along with social media to attract qualified candidates to work at our facilities., While many operations in the country are struggling t© staff their operations in our industry, StandGuardl has been highly successful in providing complete staffs for all of our operations in these industries since the endl of the pandemic. Employee Data Retention StandGuard has a completely digital HR platform., We have partnered with Paycor Services to create a completely digital on-boarding process. The on-boarding process has many benefits for all of our employees: • All hiring information will be completed by each employee digitally. Once hired, each employee will have access to their personnel file from any device with internet access. This access allows for employees to change personal information, tax information, or direct deposit information instantly., ")9 103 • Removes all paper files. All information is kept in a web-based platform. • Bio-metric scan devices at each location to allow each employee to record their time worked each day., • Complete access to all pay stubs and tax information at all times. Our web-based onboarding program gives each employee 100% control of their personnel files and time worked. A paper copy of all certifications will be kept on file and available at the Admissions Desk for all employees working at the Jacobs Aquatic Center for public viewing. All certifications are kept and maintained in our Hydroapps program which provides alerts when certifications are set to expire., Uniforms All StandGuard employees for this operation will be provided uniforms. We have two (2) uniform sets for each of the different positions. Those uniforms packages are: 1. Water based employees — This includes Pool Managers, Assistant Managers, Swim Instructors, and water-based instructors. 2. Land based employees — This includes all full-time positions, admissions attendants, concession stand workers, retail shop workers,, and maintenance technicians. All uniforms are in our company colors of royal blue with white and black trim. We can send samples for both men and women upon request., Drugi-Free Workplace Policy Statement The following is the text from our Drug-Free Workplace policy., All new hires are required to sign this policy statement as part of the hiring process. All employees of StandGuard Aquatics are required to follow these policies. StandGuard Aquatics, Inc., referred to herein as the"Company,"intends to help provide a safe and drug-free work environment for our clients and our employees. With this goal in mind and because of the serious drug abuse problem in today's workplace, we are establishing the following policy for all employees of StandGuard Aquatics, Inc. The Company explicitly prohibits: •The use, possession, solicitation for, or sale of narcotics or other illegal drugs, a colhol,or prescription medication without a prescription on company or customer premises or while performing an assignment. •Being impaired or under the influence of legal or illegal drugs or alcohol away from the company or customer premises, if such impairment or influence adversely affects the employee's work performance, the safety of the employee or of others, or puts at risk the company's reputation,, 30 104 Possession, use, solicitation for, or sale of legal or illegal drugs or alcohol away from the Company or customer premises, if such activity or involvement adversely affects the employee's work performance, the safety of the employee or of others, or puts at risk the Company's reputation. eThe presence of any detectable amount of prohibited substances in the employee's system while at work, while on the premises of the company or its customers, or while on company business. 'Prohibited substances' include illegal drugs, alcohol,or prescription drugs not taken in accordance with a prescription gliven to the employee. The Company will conduct drug and/or alcohol testing under any of the following circumstances: •RANDOM TESTING: Employees may be selected at random for drug and/or alcohol testing at any interval determined by the Company. •FOR-CAUSE TESTING': The Company may ask an employee to submit to a drug aind/or alcohol test at any time it feels that the employee may be under the influence of drugs or alcohol, including, but not limited to, the following circluimstances: evidence of drugs or alcohol on or about the employee's person or in the employee's vicinity, unusual conduct on the employee's part that suggests 'impairment or influence of drugs or alcohol, negative performance patterns, or excessive and unexplained absenteeism or tardiness. •POST-ACCIDENT TESTING': Any employee involved in an on-the-job accident or injury under circumstances that suggest possible use or influence of drugs or alcohol in the accident or injury event may be asked to submit to a drug aind/or alcohol test. "Involved in an on-the-job accident or injury" means not only the one who was or could have been injured, but also any employee who potentially contributed to the accident or injury event in any way. If an employee is tested for drugs or alcohol outside of the employment context and the results indicate a violation of this policy, or if an employee refuses a request to submit to testing under this policy, the employee may be subject to appropriate disciplinary action, up to and possibly including dischairge from employment. In such a,case, the employee will be gliven an opportunity to explain the circumstances prior to any final employment action becoming effective TAB 4 COUNTY FORMS AND LICENSES The following forms required by this RFP are listed below. The remainder of' thle is page is left blank intentionallly., 31 105 PROPOSAL FORM BID TO: MONROE COUNTY BOARD OF'COUNTY COMMISSIONERS CIO PURCHASING DEPARTMENT GATO BUILDING ROOM 2-213 1100 SIMONTON STREET KEY WEST,FLORIDA 33040 The undersigned, having carefully examined the work, specifications, R.FP documents, and addenda thereto,and other Contract Documents for the services of- OPERATION AND MANAGEMENT SERVICES JACOBS,AQUATIC CENTER MONROE COUNTY,FLORIDA And having become familiar with all local conditions including labor affecting the cost thereof, and having familiarized himself/herself with material availability, Federal, State, and Local laws, ordinances, rules and regulations affecting performance of the work, does hereby propose to furnish labor, mechanics, tools, material, equipment, transportation services, and all incidentals necessary to perform and complete said work in a workman-like manner, in conformance with specifications,and other contract documents including addenda issued thereto. Company Information and Signature Page Company EIN: 27 - 1 4�;1 G j,5"2-_ -Company Name: fcs' MQC- Company Ownership: Years in Business: Company Address: Company Phone Number: r<4 1 - I ct t!0 'Fax. Company web address: Number of Employees: Company E-mail: Management Person Responsible for Direct Contact to County and Services required for this RFP: Name: LA 6j�e(At, 'ride: vres- e Phone Number: - tqcL-) e)cl,161 d1rcc-i , 776- 3 54-qV4'b Email Addres MrA-fi) A Q ya v-eA &4,ua+CC 9, C. Signatur&A u4orized Repe tative Date Page 25 of 95 106 Type or Print Officer's Name and I itle:11C±_604CII I-Q Proposed Management Services fee, including the Basic Services described in Tab I of the Business Plan is: Annual rate of$ I acknowledge receipt of Addenda No,(s) i No. -1 Dated_ z O-L-�> N..j,Datcd_ sated No Dated. —__.- Page 26 of 95 107 Proposer, states by its check mark in the blank beside the form and by its authorized representative's signature that it has provided the following forms: a. Proposal Fonn b. County Forms Affidavit(public Entity Crime Statement; Ethics Clause; Drug-Free Workplace;Vendor Certification regarding Scrutinized Companies List; and Non-Collusion Affidavit) el Lobbying and Conflict of Interest Clause d. Proposer's Insurance and Indemnification Staternent el Insurance Agents Statement(signed by agent) f. Local Preference Form and requirements(if applicable) Three(3)customer references and three(3)credit references II, Three(3)years of Financial Statements marked "CONFIDENTIAL"by separate document upload to Bonfire In addition,Proposer states that it has included a current copy of all required professional and/or License. (Check mark items above.as I reminder that time Lare I_Lncluded,j Proposer/Conipany: Mailing Address- LA .4C 102), 14,% CA Phone Number: Ernail Address: cbe_14 Date. _04- 42'a-5 Signed- nai yew ero (Title) Witness: Print Name:. Page 27 of 95 108 COUNTY FORMS AFFIDAVIT By signing this Affidavit, CONTRACTOR/CONSULTANT has sworn or affirmed to the following requirements as set forth in the Public Entity Crime Statement,Ethics Statement, Drug- Free Workplace Statement and Vendor Certification Regarding Scruflai7ed Companies List as set forth below. Public EntiLy Crime Statement The CONTRACTOR/CONSULTAN'I'certifies and agrees that CONTRACTOR/CONSULTANT nor any Affiliate has been,placed on the convicted vendor list within the last 36 months. In accordance with Section 287.134,Florida Statutes, an entity or affiliate who has been placed on the Discriminatory 'Vendor List, kept by the Florida Department of Management Services, may not subunit a bid on as contract to provide goods or services to a public entity;may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not subaiit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier,subcontractor or consultant under a contract with any public entity; and may not transact business with any public entity. A person or affiliate who has been placed on the convicted'vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, CONTRACTOR/CONSULTAN]I or subcontractor under a contract with any public entity, and may not transact business 'with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By executing this Affidavit,CON"rRACTOWCONSU LTANT represents that the execution of this Affidavit will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes), Violation of this section shall result in termination of the Agreement and recovery of all monies paid hereto,and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONTRACTOWCONSULTANT further represents that there has been no determination,based on an audit,that it or,any subcontractor has committed,an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been fon-rally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether CONTRACTOR/CONSULTANT has been placed on the convicted vendor list. CONTRACTOR/CONSULTANT will promptly notify the COUNTY if it or way subcontractor is form ally charged with an act defined fm a"public entity crime"or has been placed on the convicted vendor I ist. ethics Clause By signing this Affidavil, the CONTRA CTOR/CONSU LTA NT warrants that helit has not employed, retained or otherwise had act on his/her behalf any former County officer or employee Page 28 of'95 109 in violation of Section 2 of Ordinance No.010-1990 or any County officer or employee in violation of Section 3 of Ordinance No, 0 10-1990. For breach or violation of this provision the County may, in its discretion,,terminate this Agreement without liability and may also, in 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 County officer or employee. Drug-FrgLWorkplace CONTRACTOR/CONSULTANT in accordance with Florida Statute 287.0 7 hereby certifies that CONTRACTOR/CONSULTANT shall: 1, Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing,possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 1 Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs,and the p,enal:ties that may be imposed upon employees for drug abuse violations, 3. Give each employee engaged in providing the commodities,or contractual services that are under bid all copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that arc un der bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five(5)days after such conviction. 5. Impose a sanction on,or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. The person authorized to sign this Affidavit certifies that, CONTRACTOR/CONSULTANT complies fully with the above requirements. Vendor CertificatioaAgndkgiiEugakidg2mn ink LLfits CONTRACTOR/CONSULTANT agrees and certifies compliance with the following: Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal,the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215,4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services, of $1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities,in the Iran Petroleum Energy Sector Lists which were created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria. Pe' of 95 110 As the person,authorized to sign on,behalf of CONTRAC TOR/CO Nsu'rANT, I hereby certify that the company identified above as "CONTRACTOR/CONSULTANT" is not fisted on the Scrutinized Companies that Boycott Israel List or engaged in, a boycott of Israel and for Projects of $1,000,000 or more is not listed on either the Scrutinized Compaiiies with Activities in Sudan List,the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,or engaged iD business operations in Cuba or Syria. I understand that,pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject company to civil penalties,attorney's fees,mid/or costs. Hurther understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with, Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria. Note: The List are available at the following Department of Management Services Site: )c ations/state ql�chasjl. lVendor i /bushiess o, ded susqjtLnct d discriminator Vrendor Fists Y Non-Collusion Affidavit CONTRACTOR/CONSULTANT by signing this Affidavit, according to law on my oath, and under penalty of perjury, depose and say that the person signing on behalf of the firm of CONTRACTOR/CONSULTANT,the bidder making the Proposal for the project described in,the Scope of Work, mid that I executed the said proposal with full authority to do so,;the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; unless otherwise required by law, the prices which have been quoted in this bid have not been lino Tingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening,directly or indirectly,to any other bidder or to any competitor;and no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; the statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon,the tnith of the statements contained in this affidavit in awarding contracts for said project. SIGNATURES ON NEXT PAGE Page 30 of 9111 ................— UNDER PENALTIES OF PERJURY, I DECLARE THAT I HAVE READ THE FOREGOING AFFIDAVIT OF COMPLIANCE AND THAT THE FACTSSTATED IN IT ARE TRUE. tur of Responlrrt otractor) (Date) ' STATE OF COUNTY OF The foregoing instruu(critwa(s s'womto (or aft nned) and subscrib before me by means ()fl physi a pre 9�xe or j onl' e notarization this day by Mir i+ W ,M,j SVVEFlESS_Ljp pry p Ohio Signature of Notary Public-Statepf-F'Jorida Dmmk, im Expilros Am �qovomt)erN,20 Name of Notary My commission expires: Personally Known ....... OR Produced Identification 'Type of Identification Produced Page 31 of 95 ........... ..................... ......... ......... 112 LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY,FLORIDA ETHICS C[,AUSE C_ (Company) warrants that he/it has not emp�loyed, retained, or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 0 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. 'or breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also,in 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 County officer or employee". Gnat-�e) date: 7 -zo s,rATE OF COUNTY OF The foregoing instrument was sworn to (or affirmed) and subscrib before me by means of I ^ physic I prTet ce o4r ] online notarization this day23,k 20�,_ y L C/A VVILIJA, j SWERESS Signature of Notary Public-State of1qor 4,CS W Expiss N ombey 29,2025 112)111-412,ej z Name of Notary My commission expires: `5 Personally Known OR Produced Identification Type of ldentificati, Produced, 3 Page 32 of 95 113 INSURANCE AND INDEMNTFTCAT10N. STATEMENT General trance Requirements for Organizations/Individuals Leasing County-Ownedro er Prior to the Organization or Individual taking possession of the property owned by the County, or commencing its Management ement operations,the Organization/Individual shall obtain, at his/her own expense, insurance as specified in the attached schedules, which are made part of this lease/rental. agreement. The Organization/Individual will not be permitted to occupy or use the property until satisfactory evidence of the required insurance has been furnished to the County as specified below. The Organization/Individual shall maintain the required insurance throughout the entire teen. of this lease/rental agreement and any extensions specified in the attached schedules. Fail are to comply with this provision may result in the immediate termination of the lease/rental agreement and the return of all property owned by the County. The Organization/Individual will be held responsible for all deductibles and self-insured retentions that may be contained in the ranization/Individual's Insurance policies.. The rgam izationfl:n.divi ual shall provide,to the County,as satisfactory evidence of the required insurance, either Certificate of Insurance or A Certified copy of the actual insurance policy.. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation,non-renewal,material change,or reduction in coverage unless a minimum of thirty(30)days prior notification is given to the County by the insurer. The acceptance and/or approval of the rganiz.ation./ln ividual"s insurance shall.not be construed. as relieving theOrganization/Individual from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners,will be included as"Additional Insured" on all policies. They will also be named as"Loss payee" with respect to Fire legal,Exposure, Any deviations from these frener l Insurance Requirements must be requested in writing on the County prepared forma entitled"Request for"Waiver of Insurance Requirements"and approved by Monroe County Risk Management Department. Page 33,of 95 114 GENERAL LIABILITY INSURANCE REQUI ENT FOR LEASE/RENTAL OF PROPERTY NE Y THE COUNTY FOR CONTRACT T` ACT BETWEEN MONROE COUNTY,FLORIDA AN Prior to the Organization/Individual taping possession of the property governed by this lease/rental agreement, the Organization/Individual shall obtain General. Liability Insurance. Coverage shall be maintained throughout the life of the contract and include,as a mirdrm nn: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal.Injury Liability • Fire Legal Liability(with limits equal to the fair market value of the leased property.) I'he minimum limits acceptable is:. ,000,000 Combined Single Limit(C L) An Occurrence Form policy is preferred. If coverage is provided on a Claims 1Wrllade policy,. its provisions should include coverage for claims filed on or after the effective date of this contract. In addition,the period for which claims may be reported should extend for a minimum of twelve months following the termination of the Lease/Rental Agreement. "I-he Monroe County hoard of County Commissioners will be named as Additional Insured and Loss Payee on all policies issued to satisfy the above requirements. Page 34 of 95 115 BUSINESS AUTOMOBILE LIABILITYINSURANCE REQUIREMENTS O LEASES/RENTALS OF COUNTY-OWNED PROPERTY FOR CONTRACT' BETWEEN MONROE COUNTY,FLORIDA AND Prior to the Organizatiunfindividual taking possession of the property governed by this lease/rental agreement, the Organization/Individual shall purchase Business Automobile Liability Insurance. Coverage shall be maintained throughout the life of the Lease/Rental Agreement and include, as a minimum, liability coverage for: • Owned,Non-Owned,ned, and Hired'Vehicles • physical.Damage protection(if the leased property is,a County-owned vehicle) The minimum limits acceptable is. $300,00t O Combined Single Limit(CSL) ACV for Physical Damage The Monroe County Board of County Commissioners will be named as Additional Insured on all policies issued to satisfy the above requirements. In addition, if the lease/rental agreernent involves County-owned vehicles, the Monroe County Board of County will be named a"Loss Payee"with respect to the Physical Damage protection. Page 3,5 mf95 116 WORKERS" COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY,FLORIDA AND Prior to the eon mencernent of work governed by this contract, the Contractor will obtain Workers' Compensation Insurance with limits sufficient to respond to applicable Workers' Compensation state statutes,and the requirements,of Chapter 440,Florida Statutes. In addition,the Contractor will obtain Employers' Liability Insurance with limits of not less than:� $500,000 Bodily Injury by Accident $500,000 Bodily lrrjury by Disease, policy limits $500,000 Bodily Injury by Disease, each employee Coverage will be maintained throughout the entire term of the contract, Coverage will be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self- insurer, the County may recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization: issued by the Department of Labor and a Certificate of Insurance, providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund,a Certificate of Insurance will be required, In addition,the Contractor may be required to submit updated financial statements from the fund upon request from the County. Page 36 of 95 117 INDEMNIFICXrION, HOLD HARMLESS AND DEFENSE MONROE CO SHALL BE NAMED CERT117CATE HOLDER AND AS AN ADDHIONAL INSURED ON ALL POLICIES EXff PT WORKE R'S COMPENSA TION. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Lease, Contractor shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees harnilessfrom and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings,appellate proceedings, or other proceedings relating to any type of injury(including death),loss,damage,fine,penalty or business interruption, and (iii) any costs or expenses (including attorneys fee.-,) that may be asserted against, initiated with respect to,or sustained by,any indemnified party by reason of,or in connection with, (A)any activity of Contractor or any of its employees,agents,contractors or other invitees during the term of this Agreement, (B) the negligence or recklessness, intentional wrongful misconduct, errors,or other wrongful act or omission of Contractor or any of its employees, agents, sub-Contractor's or other invitees, or (C) Contractor's default in respect of any of the obligations that it undertal(es under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than Contractor). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Lease, this section will survive the expiration of the term of this,Lease or any earlierternlination of this Lease. in the event that the to of this lease is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. 1".he extent of liability is in no way limited to,reduced, or lessened by the insurance requirements contained elsewhere within this AGREEMEN'r. PROPOSER'S STATEMENT I understand the insurance that will be mandatory if awarded the contract and will com ply infull witli all of the requirements hercin. I fiffly accept the indcn-mification emd hold harinicss aad duty to defend as set out in this proposal. 1!1tP PROPOSER Signature Page 37 of 995 118 INSURANCEAGENTIS STAXEMENT I havereidewed the,above requirements with the proposer named above. The following deductibles apply totbe corresporiding policy, POLICY DEDUCTIBLES $500M 3_en.e.rW_LAjb_iRty_pa1—i(,,y—_ Urnbr ll Il $0 Workers Comp policy 0 Liability policies aivA.ass cmrence —_--Claims Made Morgan& Associates Insurance Group Insurame Agency Signa Page 38 of 95 119 ACCORE0 DACERTIFICATE OF LIABILITY INSURANCE 712/D/2023 ONYTY) HIS CERTIFICATE IS ISSUIED AS A MATTER OF INF RMA71ON ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER((),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IfSUBROGATIONTANT. fe WAIVED,holder sub is an the DDITI I'1�AL RSURED,the pcllcy(l )must hauc A1�CITi50hA_L INS-0RED Provision or he endorsed. If�PCRTAI�TM 1f the ccr°tlflc1lMto holder tarns and conditions of the policy„cart In policies may require an endorsement. A statement on this certificate doh not confer r➢ hte'to the certificate holder In Ilea of such endor Ixment(s), pltODUCER' rlAxm11 E: Donald Morgan�'af Morgan A'z A a',IcltaCss l.u�Iauaralacd C;n'aaap- �. AfC N Ex,: 7709178477..... (A/L'',Iwwltul: 86Cr7—6171 ...._.. PO Box 5813 d4C✓11RESSa dmorgats@magirlsur anc'c.cm INSURER(S)AFFORDING COVERAGE NAM Douglasvitle CAA 30154 INSURERA. KIN SALE INSURANCE COMPANY 20,010: INSURED INSURe B: S'TA.ICNET I�NSUR NC E COMPANY 5taindY,nard Aquatics Inc; INSURERC ACC C;1'TANCE INN IlNSURAANCd, 5665 Atlanta I:"Iwy INS'URFR D 4tc 103 Qfr8 INSURERA A.Ipflnzatektu C,1A. :I41(IG4 uNSa1RE�F COVERAGES CERTIFICATE NUMBER- REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANC:E LISTED BELOW'tiY HAVEBEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERMIND CATER, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT CAR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 10SUED CAR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT''rO ALL THE TERMS, EXCLUSIONS AND CONDITJO N,S OF SUCH POLICIES,LIMITS SHOWN MAY FIAVE BEEN REDUCED BY PAID CLAIMS. Crl ASrF POLICY NUMBER LW rYYY) m D(Y Y LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,(1QCI,(Iw CLAINTS-MADF OCCURICI ...,._., ...........,.... PREMISES'(Eao=rrence) $ 100,OGO Pool InailarClaalarc' rAELI Ek'R'(Anyone per$onl $ 5,000 A Lil`c'Ouard Services 'Y 0100236475-0 04J20./2023 04J20/2024 PERSONAL&.ADD INJURY '$ 1.,000;000 G:CN'L AGGRE,CATF LIMIT APPLIES PER. w G�ENrfl'A4 ACzGRECa,ATE $... 2,000,000 POLICY 1 "'T 'JEGT 0LOC ERODUCTS CCMrzltYPACG $ I,tlClfll,(lQl(I' jif OTHER: Contractual➢iab➢➢ity $ AUTOMOBILE. I LIABILITY ac .._�. �CEa �uderncl 1,()00,000 _ � ._m. ANY AU"'FO I, BCOILY INJURY(Pen'person)OWNED SCHEDIJI.F0 E A AUTOS ONLY AUTOS Y 01002.364750 04120/2023 0412C112024 EODILYIIQUAY(Per acddenl) $ FtIFfiELi... 9wION-O'r'dNELI AUTOS ONLY AUTOS ONLY 1 (Per zWdenl) ffi $ UMBRELLA L4AB ;OCCUR EACH tTC GIJRRF !CE $ 4,CI()I),000 ' N EXCESS LAB _.._ C l I�II�IP 000112Cr2(Id 04/20/2023 04/20/2024 AGGREGATE $ 4,000,000 CLAIIWtS•MACIF I5Ff7 AC ION T ......._....._.._.,.m. �....a.._...--- �.. m.. �. _. !NCMRIGERS CCIMISEruSATICIV NIS EMPLOYERS'LIABILITY Y/PlANY STATUTE FFI iManc R atoryEMBE under XCLUDErExEC UTrw/l B ,T.11'WC131'59934 I75P2:5f2023 05/25/2024 E I.EACi I ACCIDENT � 1,411Md,IJ(1CI 13 F�''I'IGEPTIMEIToH EXCLUDED? Y FNt ;.,0a(EASE-EA rzMPLOYUE$ I,CIl'IU,CI(lU' If Yes ESOPIATION OF O�PERAT1ON$below EL.OISE,ASE-POLICY LIMIT $ 1,000,000 1 I Y 1 DESCRIPTfON OF OPERATIONS 1 LOCATIONS d VEHI LE8(ACCRD list:,Additional Remarks schedule,may be anwhed It more space IA required) hQ Iwfn'nnaw Counnly Rums addifio at insunxlx and Loxs.Inayms CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES RE CANCELLED BEFORE E EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN 1Yftnarot County ACCORDANCE E WITH THE POLICY PACIVISIiONS.. 11,00 Simonton Strel AU7Fl0R7 ENTATIVE Key West 1'L T 31I4Ca 190 - T5 ACt7RD CORPORATION. All rights reserved, ACC3'RD 25(20,16103) The ACCRD name and logo are reg➢stereti marks of AC RLT 120 LOCAL PREFERENCE FORM A. Vendors claiming a local prefierence according to Ordinance 023-2009,as amended by OWinance No. 004-2015 and 025-2015,must complete this form,. 1-1 Name of Bidder/Responder Qj at.: 4 1.Does the vendor have a valid receipt for the business tax paid to the Monroe County Tax Collector dated at least one(1)year prior to the notice of request for proposals? (Please furnish copy,) 2.Does the vendor have a physical business address,located within Monroe County from which the vendor operates or performs business on a day-to-day basis that is a substantial component of the goods or services being offered to Monroe County? (The physical business address must be registered as its principal place of business with the Florida Department of'Stat?for,at least one year p i to the notice of request for proposals.) List Address. Telephone Numben B. Does the vendor/prime contractor intend to subcontract 50% or more of the goods, services, or construction to local businesses meeting the criteria above as to licensing and location? If yes,please provide: 1, Copy of Receipt of the business tax paid to the Monroe County Tax Collector by the subcontractor dated at least one(I)year prior to the notice or request 11or proposals. 2. Subcontractor's physical business address within Monroe County from which the subcontractor operates: (The physical business address must be registered as its principal place of business with the Florida Department of State for at least one(I year prior to the notice of request for bids or proposals) �V,v­e L,6 K�-3 C) oc Number A �ress Print Name° S 'n ignatur and IJ 1 11 o olA uatThrized eel for Biddertesponver STATE OF COUNTY OF The foregoing instrument was sworn to (or affirmed. id subscribed, �fore me b means of�4physical en or line notarization this day of 20��;, by ZIU "N "S Signature of Nota)y Public- ate of��a Wil]AfJ'EAeVrJ"'E-.S u fc- Notar, my Qxrnllssk"n E)pkosl Novonbe'ZID,2026 Name of No :X) My commission exp ires- Personally Zin-own OR Produced Identification Type of Identific tion Produce 7021 Page 39 of 95 121 `Iw r� rg Detall by Entity Name a .� r a i Foreign Profit Corporation STAND U'A D AQUATICS IN F�1l0wLta��ara Document Number F1800000576 F tl' tN Number 27-45 0152 Date Filed 12/11/2018 state GA Status ACTIVE Last Evert REINSTATEMENT Event Date Filed 121121202 RdaalpalAfldress. 5665 ATLANTA HIGHWAY,AY, STE 10 -166 ALPIHARETTA, GA 00004 M "r gAddEm 5665 ATLANT"A HIGHWAY, STF 10 -165 ALP 'A ETTA, GA 30004 Rvgig Aag Edwards, Matt 7001 ATH STREET NORTH SUITE 300 ST.PFTISU , FL 33702' Nerve hanged: '12112/2023 AddressChanged:0 /21/2010 lc a°7 ire tQr t Nerve&Address Title CPT SATTERLY, MATT 5665 ATLANT"A FIIGHWAY,STF 100-166 AL.PB A ETTA,CAA 30004 Title 122 SATTEi LY, DANIEL.L.E 5665 ATLANTA HIGHWAY, STE 103-160 LPHA ETTA, GA 30004 Report Yoar Filed to 2021' 0112812021 2022 1211212023 2023 1 211 21202 3 �( ar 1 11i E.' EPo, P6k�u ry irnpiermP .31format INIJ,6 , f"Q I,� View un+rye in IF'DF kmn;i;.. !k...t�.:..� [t.,t�„ ��,I°�18Nln�l H�4'i1VP'I" 4ri,,��Ct.R9VrLri.iu fsCY@ fndarru.�i Vivav,(Ga-fic.iu PTI ofm,,M m V11* roan of 123 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS REQUEST FOR PROPOSALS FOR OPERATION AND MANAGEMENT SERVICES JACOBS AQUATIC CENTER KEY LARGO, FL o 4 � PST J� E C�UMrY 1N �� BOARD OF COUNTY COMMISSIONERS Mayor Holly Merrill Raschein, District 5 Mayor Pro Tem James K. Scholl, District 3 Craig Cates, District 1 Michele Lincoln, District 2 David Rice, District 4 COUNTY ADMINISTRATOR CLERK OF THE CIRCUIT COURT ROMAN GASTESI KEVIN MADOK December 2023 PREPARED BY: Parks and Beaches Department Page 1 of 95 124 Table of Contents INSTRUCTION TO PROPOSERS..............................................................................................................4 1.01 INTRODUCTION DESCRIPTION........................................................................................................4 1.02 GENERAL TERMS DEFINITIONS.......................................................................................................5 1.03 COPIES OF PROPOSAL DOCUMENTS ..............................................................................................7 1.04 QUALIFICATIONS OF RESPONDENTS.............................................................................................7 1.05 REQUIRED COUNTY FORMS.............................................................................................................7 1.06 EXAMINATION OF CONTRACT DOCUMENTS...............................................................................9 1.07 INTERPRETATIONS AND CLARIFICATIONS..................................................................................9 1.08 GOVERNING LAWS AND REGULATIONS.......................................................................................9 1.09 PREPARATION OF PROPOSALS......................................................................................................10 1.10 CONTENT OF SUBMISSION..............................................................................................................10 1.11 SUBMISSION OF PROPOSALS..........................................................................................................15 1.12 WITHDRAWAL OF PROPOSAL........................................................................................................16 1.13 MODIFICATION OF PROPOSALS ....................................................................................................16 1.14 RESPONSIBILITY OF RESPONDENT...............................................................................................17 1.15 RECEIPT AND OPENING OF PROPOSALS .....................................................................................17 1.16 DETERMINATION OF SUCCESSFUL RESPONDENT....................................................................17 1.17 LOCAL PREFERENCE........................................................................................................................18 1.18 AWARD OF CONTRACT/TIE RESPONSES/PROTEST PROCEDURE..........................................18 1.19 EXECUTION OF CONTRACT............................................................................................................20 1.20 CERTIFICATE OF INSURANCE........................................................................................................20 1.21 INDEMNIFICATION...........................................................................................................................20 SPECIFICATIONS.....................................................................................................................................22 PROPOSALFORM............................................................................................................................................25 LOBBYING AND CONFLICT OF INTEREST CLAUSE................................................................................32 INSURANCE AND INDEMNIFICATION STATEMENT...............................................................................33 GENERAL LIABILITY INSURANCE REQUIREMENTS...............................................................................34 INDEMNIFICATION,HOLD............................................................................................................................37 INSURANCE AGENT'S STATEMENT............................................................................................................38 LOCAL PREFERENCE FORM..........................................................................................................................39 DRAFTAGREEMENT..............................................................................................................................40 Page 2 of 95 125 NOTICE OF REQUEST FOR COMPETITIVE SOLICITATIONS NOTICE IS HEREBY GIVEN that on Thursday,December 14,2023, at 3:00 P.M., the Monroe County Purchasing Office will receive and open sealed responses for the following: Request for Proposals for Operation and Management Services Jacobs Aquatic Center, Key Largo, Monroe County, Florida Pursuant to F.S. § 50.0211(3)(a), all published competitive solicitation notices can be viewed at: www.floridapublicnotices.com, a searchable Statewide repository for all published legal notices.Requirements for submission and the selection criteria may be requested from the County's electronic bidding platform at https://monroecounly-fl.bonfirehub.com OR www.monroecounty- fl.gov/BonfireBids. The Public Record is available upon request. Monroe County Purchasing Department receives bids via the Bonfire electronic bidding platform. Please do not e in a 11, mail or attempt to deliver in person any sealed bids.Emailed/mailed/physically delivered bids/proposals/responses WILL NOT be accepted. The Monroe County Purchasing Department hereby directs bids be submitted via the Bonfire electronic bidding platform at https:// onroecouniy-fl.bonfirehub.com, no later than 3:00 P.M. on December 14, 2023. There is no cost to the bidder to use the Bonfire platform. Please do not submit your confidential financial information as part of your proposal. There are separate uploads for each set of documents,including confidential financial information. All proposals will be made public on the platform after an intended decision or 30 days,whichever is earlier,unless the bids/proposals are rejected in accordance with F.S. 119.071. If your proposal document includes financial information, that information will not be considered confidential and will be available and viewable to the public in accordance with public records law. The bid opening for this solicitation will be held virtually, via the internet, at 3:00 P.M., on December 14, 2023. You may call in by phone or internet using the following: Join Zoom Meeting https://mcbocc.zoom.us/i/4509326156 Meeting ID: 4509326156 One tap mobile: +16465189805„45093261569 US (New York) +16699006833„45093261569 US (San Jose) Dial by your location: +1 646 518 9805 US (New York) +1 669 900 6833 US (San Jose) Publication Dates Keys Citizen: Thur., 11/09/2023 Keys Weekly: Thur., 11/09/2023 Barometer: Fri., 11/10/2023 End of Section Page 3 of 95 126 INSTRUCTION TO PROPOSERS 1.01 INTRODUCTION DESCRIPTION Monroe County ("County") is owner of the community swimming pool and related facilities located at 320 Laguna Avenue, Key Largo, Florida, 33037, which is situated within the Key Largo Community Park. The community swimming pool is more commonly known as the Jacobs Aquatic Center and is currently operated by a private non-profit entity. Monroe County is requesting sealed Proposals from a certified, licensed, qualified, and experienced contractor for operation, programming, and management of the Jacobs Aquatic Center, one of which may be selected to enter into a Lease Management Agreement for the Operation and Management of the Jacobs Aquatic Center as the "Pool Management Contractor". After the review of the County's Selection Committee rankings,the County may enter into negotiations with the highest ranked proposer to establish a schedule of fees and for services to be performed under the agreement. No binding contract is created between any Proposer and the County until a contract is approved by the County Commission. Jacobs Aquatic Center is a three (3) pool complex, which features (1) 25-meter 8-lane MYRTHA competition pool with a Colorado timing system and LED scoreboard, with a contiguous diving pool that has one 3-meter and two 1-meter diving boards; (2) a 24'x44' ramp-accessible multi-purpose MYRTHA pool; and (3) an interactive play pool/water park featuring a Pirate Ship, spray gym, and"beachfront"entry. Community room(s)facilities are available for rent to the general public. The pool is host to the Orange Bowl Winter Training and then the Orange Bowl Swim Classic in January each year. The Orange Bowl Swim Classic is a collaboration between the Orange Bowl Committee and the Jacobs Aquatic Center. This originally began in 2004 with 15 college teams participating. The Orange Bowl Swim Classic is held annually on or around January 3 and is set up as a sprint style meet which lasts approximately two(2)hours. The meet hosts anywhere from 6-10 teams from all three NCAA division levels. Use of the pool should be coordinated by the individual schools for Orange Bowl Winter Training and made available for teams to use for practice November-February. The County will facilitate introductions between the management company and the Orange Bowl Committee with intentions to continue hosting. The pool also participates in the Keys Kids Swim Program which began in 2023 and is intended to be hosted annually at the end of the Monroe County School Board determined school year. The program is for two weeks and benefits kindergartners. Keys Kids Swim Program is coordinated by Monroe County School District(MCSD), Monroe County and private partners to offer free swim lessons for 10 days to each Kindergarten student at select elementary schools. The County and MCSD shall continue to coordinate the Keys Kids Swim Program with the new Management Contractor. A NON-MANDATORY PRE-BID CONFERENCE WILL BE HELD ON SITE November 29, 2023,AT 10:00 A.M. Although the meeting is not mandatory,it is highly recommended that all bidders be in attendance. Page 4 of 95 127 MILESTONE DATES The Proposer is to note the following special milestone dates. 1. Proposal Documents Available 11/14/2023 2 Pre-Proposal Conference 11/29/2023 3. Last Day to Submit RFI's 11/30/2023 4. Proposal Due Date 12/14/2023 5. BOCC Award Date (Anticipated) 1/18/2024 The leased area is to be operated by the Contractor for public outdoor recreation purposes in compliance with provisions of the Florida Communities Trust (FCT). As a result, use of the premises is subject to the provisions of the restrictive covenants attached to the draft lease as Exhibit B which is attached hereto, and hereby incorporated into the lease and the Request for Proposals. Should the FCT determine that the lease, or any portion thereof, is in conflict with any term or condition of Exhibit B, or is in conflict with any relevant provision of federal or state law or administrative rule, then that determination will supersede any contrary provision of this lease or Request for Proposals to the extent of the conflict. 1.02 GENERAL TERMS DEFINITIONS As used in this Request for Proposals (RFP),the following terms shall have the meanings set forth below: The terms Bidder, Operator, Contractor, Contractor, Proposer, and Respondent are synonymous. Addenda/Addendum: Any written or graphic instruments issued by the Owner, its agents, employees or consultants prior to the receipt of Proposals, which modify or interpret the Proposal Documents by additions, deletions, clarifications, or corrections. Basic Services: Use of the full facility excluding any Enhancement Programs operated by the Operator. This includes general admission whether by individual, family daily or longer-term entrance fees. Enhancement Programs: These are activities offered by the Operator with County permission including, but not limited to, swim lessons, team activities, special event or facility rentals. Page 5 of 95 128 Bidder: One who submits a response to a request for proposal (RFP). That person or entity duly authorized, upon award of a contract, to have a Contract with the County to provide the product and/or services set forth herein and incurring liability for the same. n r : The written contract resulting from this solicitation between the County and the awarded Respondent, including this RFP, and the awarded Respondent's response along with any written addenda and other written documents, which are expressly incorporated by reference. QUerator: One who submits a response to a request for proposal (RFP). That person or entity duly authorized, upon award of a contract, to have a Contract with the County to provide the product and/or services set forth herein and incurring liability for the same. Contractor: One who submits a response to a request for proposal (RFP). That person or entity duly authorized, upon award of a contract, to have a Contract with the County to provide the product and/or services set forth herein and incurring liability for the same. Coun : The word County refers to the County of Monroe, Florida. Dav: The word"day"means each calendar day or accumulation of calendar days. Department: Unless otherwise noted, "Department" shall refer to the Parks & Beaches Department of Monroe County. FCT: FCT shall refer to the Florida Communities Trust and all of its laws, rules and regulations including but not limited to any manuals and/or guidance, any of which may be amended from time to time. Local Business: Means, as specifically defined in Monroe County Code Section 2- 349(b), the vendor has a valid receipt of the business tax paid as issued by Monroe County Tax Collector at least one (1) year prior to the notice of request for bids or proposals for the business to provide the goods, services or construction to be purchased, and a physical business address located within Monroe County from which the vendor operates or performs business on a day-to-day basis that is a substantial component of the goods or services being offered to Monroe County. The physical address must be registered with the Florida Department of State as its principal place of business for at least one (1) year prior to the notice of request for bids or proposals. Post Office Boxes are not verifiable and shall not be used for the purpose of establishing a physical address. Owner: The word Owner is synonymous with"Monroe County". Page 6 of 95 129 Person or Persons: An individual, firm, partnership, corporation, association, executor, administrator, trustee or other legal entity, whether singular or plural, masculine or feminine, as the context may require. Proposal: The document submitted in response to a formal solicitation used to determine a contract award. Proposer: One who submits a response to a request for proposal (RFP). That person or entity duly authorized, upon award of a contract, to have a Contract with the County to provide the product and/or services set forth herein and incurring liability for the same. Respondent: One who submits a response to a request for proposal (RFP). That person or entity duly authorized, upon award of a contract, to have a Contract with the County to provide the product and/or services set forth herein and incurring liability for the same. 1.03 COPIES OF PROPOSAL DOCUMENTS A. Only complete sets of Proposal Documents will be issued and shall be used in preparing proposals. The County does not assume any responsibility for errors or misinterpretations resulting from the use of incomplete sets. Neither the Owner nor the Parks and Beaches Department, nor their agents assume any responsibility for errors or misinterpretations resulting from the use of incomplete sets of Proposal Documents. B. Complete sets of Proposal Documents may be obtained in the manner and at the location stated in the Notice of Requesting for Proposals. 1.04 QUALIFICATIONS OF RESPONDENTS (TO BE SUBMITTED WITH PROPOSAL) A. Each proposal must contain evidence of the Respondent's qualifications to do business and manage a beach/park environment. To demonstrate qualifications, each Respondent shall submit a written business plan describing the type of goods or services that they will be offering and why the Respondent believes the goods or services will be appropriate and successful at a beach/park environment. The written business plan shall take into account the requirements of the FCT rules and regulations and the requirements of this RFP. 1.05 REQUIRED COUNTY FORMS Page 7 of 95 130 A. NON-COLLUSION AFFIDAVIT: Any person submitting a bid or proposal in response to this invitation must execute the enclosed COUNTY FORMS AFFIDAVIT. If it is discovered that collusion exists among the respondents, the bid or proposals of all participants in such collusion shall be rejected, and no participants in such collusion will be considered in future bids for the same work. B. PUBLIC ENTITY CRIME: All requests for competitive solicitation any contract document shall contain a statement which reads as follows (Section 287.133 F.S.): "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid,proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Florida Statutes, Section 287.017, for CATEGORY TWO for a period of thirty-six (36) months following the date of being placed on the convicted vendor list. Category Two: $35,000.00 C. DRUG-FREE WORKPLACE FORM: Any person submitting a bid or proposal in response to this invitation must execute the enclosed COUNTY FORMS AFFIDAVIT and submit it with his/her bid or proposal. Failure to complete this form in every detail and submit it with your bid or proposal may result in immediate disqualification of your bid or proposal. D. LOCAL PREFERENCE FORM: Any person submitting a proposal or bid in response to this invitation must execute the enclosed LOCAL PREFERENCE FORM and submit it with his/her proposal or bid. Failure to complete this form will result in disqualification from receiving local vendor preference. E. LOBBYING AND CONFLICT OF INTEREST CLAUSE: Any person submitting a bid or proposal in response to this invitation must execute the enclosed LOBBYING AND CONFLICT OF INTEREST CLAUSE and submit it with his/her bid or proposal. Failure to complete this form in every detail and submit it with the bid or proposal may result in immediate disqualification of the bid or proposal. F. ETHICS CLAUSE: Each contract/agreement entered into by the County shall contain in accordance with Section 5 (b) Monroe County Ordinance No. 010-1990 the following ethics clause: "(Person or business entity)warrants that he/she/it had not been employed, retained or otherwise had act on his/her/its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 020-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover the full Page 8 of 95 131 amount of any fee,commission,percentage,gift,or consideration paid to the former County officer or employee." 1.06 EXAMINATION OF CONTRACT DOCUMENTS A. Each Respondent shall carefully examine the contract documents and inform itself thoroughly regarding any and all conditions and requirements that may in any manner affect the cost or the goods or the services to be provided under the lease. Ignorance on the part of the Respondent will in no way relieve the organization of the obligations and responsibilities assumed under the lease. B. Should a Respondent find discrepancies or ambiguities in, or omissions from, the proposal documents, or should the organization be in doubt as to their meaning,the organization shall at once notify the County in writing by email to Suzanne Rubio at rubio-suzanne@monroecounty-fl.gov. 1.07 INTERPRETATIONS AND CLARIFICATIONS No oral interpretations will be made to any Respondent as to the meaning of the contract documents. Any inquiry or request for interpretation received in writing ten (10) or more business days prior to the date fixed for opening of responses will be given consideration. Inquiries should be emailed to Suzi Rubio, Monroe County Parks and Beaches Sr. Budget Manager, Rubio-SuzanneLa)monroecounty-fl.�ov. All such changes or interpretations will be made in writing in the form of an addendum and, if issued, will be furnished to all known prospective Respondents prior to the established Response opening date on the website at https://monroecounty-fl.bonfirehub.com OR www.monroecounty- fl.gov/BonfireBids Interpretations, corrections, or changes of the Proposal Documents made in any other manner will not be binding, and Proposers shall not rely upon such interpretations, corrections, and changes. Oral and other interpretations or clarifications will be without legal effect. Each Respondent shall acknowledge receipt of such addenda in their Response. In case any Respondent fails to acknowledge receipt of such addenda or addendum, his/her response will nevertheless be construed as though it had been received and acknowledged and the submission of his/her response will constitute acknowledgment of the receipt of same. All addenda are a part of the contract documents, and each Respondent will be bound by such addenda,whether or not received by him/her. It is the responsibility of each Respondent to verify that it has received all addenda issued before responses are opened. No Addenda will be issued later than five(5)business days prior to the date for receipt of Proposals except for an Addendum withdrawing the request for Proposals or one which includes postponement of the date for receipt of Proposals. 1.08 GOVERNING LAWS AND REGULATIONS A. The Respondent is required to be familiar with and shall be responsible for complying with all federal, state, and local laws, ordinances, rules, and regulations Page 9 of 95 132 that in any manner affect the work. Knowledge of occupational license requirements and obtaining such licenses for Monroe County, State of Florida, and/or municipalities within Monroe County are the responsibility of the Bidder/Respondent. B. The Respondent's proposal shall include a sample list of all products and services with pricing proposed to be available for sale at the premises. C. Respondent shall be required to obtain Monroe County Occupational Licenses before beginning operations.Respondent shall also be responsible for obtaining any additional licenses which may be required by Respondent's operations at Jacobs Aquatic Center before beginning operations. D. The Bidder/Respondent shall include in his/her bid prices for all sales, consumer, use, and other taxes required to be paid in accordance with the law of the State of Florida, County of Monroe, and the City of Key West. 1.09 PREPARATION OF PROPOSALS A. Signature of the Respondent: The Respondent must sign the Proposal forms in the space provided for the signature. If the Respondent is an individual,the words "doing business as or "Sole Owner" must appear beneath such signature. In the case of a partnership, the signature of at least one (1) of the partners must follow the firm name and the words "Member of the Firm" should be written beneath such signature. If the Respondent is a corporation, the title of the officer signing the proposal on behalf of the corporation must be stated along with the Corporation Seal Stamp and evidence of his/her authority to sign the proposal must be submitted. The Respondent shall state in the proposal the name and address of each person interested therein. B. The Respondent is solely responsible for all costs of preparing and submitting the response,regardless of whether a contract award is made by the County. This RFP does not constitute an offer for employment or contract for services. 1.10 CONTENT OF SUBMISSION The Proposal submitted in response to this RFP shall be submitted on Bonfire in 8-1/2" x 11" letter size form; shall be clear and concise and provide the information requested herein. The Proposal shall be organized and tabbed. Statements submitted without the required information will not be considered. Proposals shall be organized as indicated below. The Respondent should not withhold any information from the written response in anticipation of presenting the information orally or in a demonstration. Each Respondent must submit adequate documentation to certify the Respondent's compliance with the County's requirements. Respondent should focus specifically on the information requested. The following information, at a minimum, shall be included in the Submittal: Page 10 of 95 133 A. COVER PAGE A cover page that states "PROPOSAL FOR OPERATION AND MANAGEMENT SERVICES FOR JACOBS AQUATIC CENTER, MONROE COUNTY, FLORIDA". The cover page should contain Respondent's name, address, telephone number, and the name of the Respondent's contact person and their e-mail address. B. TABBED SECTIONS Tab 1. Business Plan alone with Proposed Costs and Services (50 points max.) This should include all requirements as delineated on the "Specifications for Operation and Management Services Jacobs Aquatic Center" and the Proposal Form. Each Proposal must contain evidence of the Respondent's qualifications to do business and manage a beach/park environment. To demonstrate qualifications, each Respondent shall submit a written business plan, including the proposed annual management fee, and describe the type of services that they will be offering with pricing to be paid by the general public including any discounts offered for verified residents of Monroe County and why the Respondent believes the services will be appropriate and successful at the subject location. Revenues collected for the following Basic Services shall be charged to the public by the Management Company, collected on behalf of the county, retained by the contractor and deducted from the overall monthly invoice. Included in this shall be pricing for the following: ■ Daily Rate for Single, Family and Child ■ Monthly Rate Membership - Single, Family and Child ■ Yearly Rate Membership - Single, Family and Child Revenues collected from Enhancement Programs shall be charged to the public by the Management Company and retained by the contractor. Examples of such programs are,but not limited to, the following: ■ Swim Lessons ■ Swim Team ■ Scuba Lessons ■ Diving Lessons/Teams ■ Summer&/or School Break Camps ■ Water Aerobics ■ Lane Rental ■ Event Rental ■ Parry Rental In addition to the Proposal Form, Respondents shall provide proposed aquatic activities and rates of those activities that would be charged to Customers. Please Page 11 of 95 134 provide a detailed description of each activity along with any swimming lesson scholarships that will be available for children under 15 years of age. Tab 2. Omanization's Qualifications and Prior Monroe County Experience (30 points max.) Each Respondent shall submit with his/her Proposal the required evidence of his/her/its qualifications and experience including but not limited to any current or prior relevant experience working with, for, or on behalf of,the County. Also include work for other governmental or non-governmental entities and references among the staff of those organizations. Provide descriptions of current or past contracts providing services similar to those called for in this RFP and for services provided to governmental entities. Evidence should also demonstrate documented knowledge and experience of Federal, State and Local regulations, including but not limited to, State regulations and reporting requirements as well as knowledge of best management practices in a public swimming pool environment. Each proposer should submit a minimum of three (3) references. In order to determine if the persons or entity submitting proposals are responsible, all proposals for contracts to be awarded under this section must contain the following information: 1. A list of the entity's shareholders with five (5)percent or more of the stock or, if a general partnership, a list of the general partners; or, if a limited liability company, a list of its members; or if a solely owned proprietorship, the name(s) of owners. A copy of documentation demonstrating that the entity is a legally viable entity shall be attached; 2. A list of the officers and directors of the entity; 3. The number of years the person or entity has been operating and, if different,the number of years it has been providing the goods or services called for in the RFP specifications; 4. The number of years the entity has operated under its present name and any prior names; 5. Customer references(minimum of three)including name,current address,current telephone number, date of initiation and completion of contract, and summary of goods or services provided and area served; 6. Credit references (minimum of three) including name, current address, and current telephone number; and 7. Relevant Experience: The Proposer/Respondent shall provide a project history of the firm or organization demonstrating its experience similar to that requested. Page 12 of 95 135 8. Litigation: Answers to the following questions regarding claims and suits: a. Has the person,principals, entity, or any entity previously owned, operated or directed by any of its officers, major shareholders or directors, ever failed to complete work or provide the goods for which it has contracted? If yes, provide details; YES NO b. Are there any judgments, claims, arbitration proceeding or suits pending or outstanding against the person, principal of the entity, or entity, or any entity previously owned, operated or directed by any of its officers, directors, or general partners? If yes,provide details; YES ❑ NO ❑ C. Has the person, principal of the entity, entity, or any entity previously owned, operated or directed by any of its officers, major shareholders or directors, within the last five (5) years, been a party to any lawsuit, arbitration, or mediation with regard to a contract for services,goods or construction services similar to those requested in the specifications with private or public entities?If yes,provide details; YES ❑ NO ❑ d. Has the person, principal of the entity, or any entity previously owned, operated or directed by any of its officers, owners, partners, major shareholders or directors, ever initiated litigation against Monroe County or been sued by Monroe County in connection with a contract to provide services, goods or construction services? If yes,provide details; YES ❑ NO ❑ e. Whether, within the last five (5) years, the owner, an officer, general partner, principal, controlling shareholder or major creditor of the person or entity was an officer,director,general partner,principal,controlling shareholder,or major creditor of any other entity that failed to perform services or furnish goods similar to those sought in the request for competitive solicitation. YES ❑ NO ❑ Tab 3. Qualifications of Staff (20 points max.) Training and qualifications of proposed staff, including pertinent certifications shall be submitted. Lifeguards must be certified by the Red Cross or other nationally recognized certification body, in accordance with F.S. 514.071, 514.072. Pool technicians shall meet the standards of F.S. 514.075. All staff of successful proposer shall be subject to a Level II background check as defined by Florida Statutes. A list Page 13 of 95 136 of all Key Personnel, the number and size of staff and resumes of those individuals should also be included. Tab 4. County Forms and Licenses (no points) Respondent shall complete and execute the forms specified below and found at the designated pages in this RFP, and shall include them in the appropriate tabbed section; failure to provide executed documents may result in the Respondent being determined to be not fully responsive to the RFP: • Proposal Form • County Forms • Local Preference Form • Proposer's Insurance and Indemnification Statement • Insurance Agent's Statement • Respondent's License Respondent shall produce evidence of proper licensing to perform the services described herein. Copies of all professional and occupational licenses shall be included in this section. Proof of payment of any required business tax receipts (previously occupational license), including Monroe County, is required to be provided to the County within fifteen (15) days of award of the contract. Respondent shall, by separate upload from all other documents including the proposal, upload the following: (1) Financial statements for the prior three (3) years for the responding entity or for any entity that is a subsidiary to the responding entity. ("Any financial statement that an agency requires a prospective bidder to submit in order to prequalify for bidding or for responding to a bid for a road or any other public works project is exempt from F.S. 119.07(1) and s.24(a), Art. 1 of the State Constitution.") Please do not submit your confidential financial information as part of your proposal. There are separate uploads for each set of documents, including confidential financial information. However, any financial information the Contractor includes in the proposal packet,which is not marked as "Confidential", and is uploaded incorrectly, may be disclosed in any public records request and will not be treated as "Confidential." (2) Any financial information requested by the County department involved in the competitive solicitation,related to the financial qualifications,technical competence, the ability to satisfactorily perform within the contract time constraints, or other information the department deems necessary to enable Page 14 of 95 137 the department and Board of County Commissioners to determine if the Respondent is responsible. 1.11 SUBMISSION OF PROPOSALS A. Interested firms or individuals shall submit one (1) electronic copy of the Proposal(s), tabbed, and indexed in Adobe Acrobat file (.PDF) format. B. Proposals shall be submitted to Monroe County at the designated location not later than the time and date for receipt of Proposals indicated in the Notice of Request for Competitive Solicitations, or any extension thereof made by Addendum. Bonfire will not allow any Proposals to be uploaded after the time and date for receipt of Proposals. Proposals received after the time and date for receipt of Proposals will not be considered. C. Each respondent shall submit with his/her proposal the required evidence of his/her qualifications and experience, as outlined in Article 1.04. D. Monroe County Purchasing Department receives bids via the Bonfire electronic bidding platform. Please do not email, mail or attempt to deliver in person any sealed bids. Emailed/mailed/physically delivered bids/proposals/responses WILL NOT be accepted. E. The Monroe County Purchasing Department hereby directs bids be submitted via the Bonfire electronic bidding platform at https:Hmonroecounty-fl.bonfirehub.com, no later than 3:00 P.M. on December 14, 2023. There is no cost to the bidder to use the Bonfire platform. F. Please do not submit your confidential financial information as part of your proposal upload. There are separate uploads for each set of documents, including confidential financial information. All proposals will be made public on the platform after an intended decision or 30 days, whichever is earlier, unless the bids/proposals are rejected in accordance with F.S. 119.071. If your proposal document includes financial information, that information will not be considered confidential and will be available and viewable to the public in accordance with public records law. The bid opening for this solicitation will be held virtually, via the internet, at 3:00 P.M., on Thursday,December 14, 2023. You may call in by phone or internet using the following: Join Zoom Meeting https:Hmcbocc.zoom.us/j/4509326156 Meeting ID: 450 932 6156 One tap mobile Page 15 of 95 138 +16465189805„45093261564 US (New York) +16699006833„45093261564 US (San Jose) Dial by your location +1 646 518 9805 US (New York) +1 669 900 6833 US (San Jose) G. The Proposer shall assume full responsibility for timely delivery at the location designated for receipt of Proposals. H. Oral, telephonic, telegraphic, and faxed Proposals are invalid and will not receive consideration. L All submissions must remain valid for a period of ninety (90) days from the date of the deadline for submission stated above. The Board will automatically reject the response of any person or affiliate who appears on the convicted vendor list prepared by the Department of General Services, State of Florida, under Sec. 287.133(3)(d), Florida Statute (1997). Monroe County declares that all or portions of the documents and work papers and other forms of deliverables pursuant to this request shall be subject to reuse by the County. 1.12 WITHDRAWAL OF PROPOSAL Any proposal may be withdrawn on Bonfire prior to the time and date scheduled in the Notice of Requesting for Proposals for the opening thereof. Withdrawn Proposals may be resubmitted on Bonfire up to the time designated for the receipt of Proposals provided that they are then fully in conformance with these Instructions to Proposers. All other proposals received must remain valid for a period of ninety (90) days after the date designated for receipt of Proposals. The County may, at its sole discretion, release any Proposal before the ninety (90) days period has elapsed. 1.13 MODIFICATION OF PROPOSALS Written proposal modifications will be accepted from Respondents prior to the time and date designated for receipt of Proposals, by removing the existing proposal from Bonfire and uploading a new, complete proposal. . The new submission shall comply with requirements for the original proposal. Proposals may be withdrawn on Bonfire prior to the time and date designated for the receipt of Proposals. Withdrawn Proposals may be resubmitted on Bonfire up to the time designated for the receipt of Proposals provided that they are then fully in conformance with these Instructions to Proposers. Conditional, altered, or qualified proposals will be rejected. Proposers are to comply with the instructions on the proposal forms, and not make any changes thereto. Page 16 of 95 139 1.14 RESPONSIBILITY OF RESPONDENT The Contractor/Respondent is solely responsible for all costs of preparing and submitting the response, regardless of whether a contract award is made by the County. This RFP does not constitute an offer for employment or contract for services. 1.15 RECEIPT AND OPENING OF PROPOSALS Proposals shall be received in the manner provided in Article 1.11. No responsibility will be attached to anyone for the premature opening of a proposal not properly addressed and identified. The bid opening for this solicitation will be held virtually, via the internet, at 3:00 P.M., on December 14, 2023. The public may attend either by phone or internet as specified in the Notice of Request for Competitive Solicitations. Any Proposal not received on Bonfire on or before the deadline for receipt of proposals designated in the Notice of Request for Competitive Solicitations will not be considered. 1.16 DETERMINATION OF SUCCESSFUL RESPONDENT Following the receipt of the proposals, the Selection Committee will meet in a publicly noticed meeting and evaluate the responses based on the criteria and point total below. The County reserves the right to reject any and all Proposals, or any part of a proposal. The County reserves the right to waive informalities, technical errors, variations, and irregularities in any or all Proposals that do not render the Proposal non-conforming, to re-advertise for Proposals, to separately accept or reject any item or items and/or to award and/or negotiate a contract as may be deemed best for the interests of the County. Proposals which contain modifications, are incomplete, conditional, obscure, or which contain additions not requested or irregularities of any kind,or which do not comply in every respect with the Instruction to Respondents, and the proposal documents, may be rejected at the option of the County. The County may contact a Respondent to request clarification of an ambiguity in the Respondent's proposal. Each TAB section will be given points used to score and evaluate firms and individuals. The point structure is as follows: CRITERIA MAXIMUM POINTS TAB 1 50 TAB 2 30 TAB 3 20 TAB 4 00 TOTAL 100 Page 17 of 95 140 1.17 LOCAL PREFERENCE When reviewing responses and where legally acceptable,the County shall consider preference to business entities or individuals residing and doing business within the geographical limits of Monroe County, Florida, which meet all the criteria defined in Section 2-349 of the Monroe County Code and are a conforming and responsible proposer. Any person submitting a proposal in response to this invitation must execute the enclosed LOCAL PREFERENCE FORM and submit it with his/her proposal. Failure to complete this form will result in disqualification from receiving local vendor preference. The application of local preference may be waived upon written recommendation by the Owner and approval by the Monroe County Board of County Commissioners at the time of Award of Contract. Waiver of the application of the local preference is based upon analysis of the marketplace and in consideration of the special or the unique quality of goods, services, or professional services sought to be purchased by the Owner. 1.18 AWARD OF CONTRACT/TIE RESPONSES/PROTEST PROCEDURE A. The County reserves the right to reject any or all proposals, or any part of any proposal, to waive any informality in any proposal, or to re-advertise for all or part of the services contemplated. If proposals are found to be acceptable by the County and the Lease is to be awarded, the Owner will issue the Notice of Award to the successful Proposer within ninety (90) days after the date of receipt of proposals. This written notice will be given to the selected Respondent of the acceptance of their proposal and of the award of the Lease to them, subject to the approval of the Monroe County Board of County Commissioners. B. The Owner may conduct such investigations, as deemed necessary to assist in the evaluation of any Proposal and to establish the responsibility, qualifications, and financial ability of the Proposers, proposed subcontractors, and other persons or organizations to operate the concession(s) in accordance with the Contract Documents to the Owner's satisfaction within the prescribed time. C. The Owner reserves the right to request any additional information related to the financial qualifications, technical competence, the ability to satisfactorily perform within the contract time constraints, or other information the Department deems necessary to enable the Department and Board of County Commissioners to determine if the person responding is responsible. The Owner reserves the right to reject the Proposal of any Proposer who does not pass any such evaluation to its satisfaction. D. If the award of the Contract is annulled, the County may award the Contract to another Respondent, or the Management and Operations Services for Jacobs Aquatic Center may be re-advertised, or may be awarded to other qualified personnel as the County decides. Page 18 of 95 141 E. The Contract will be awarded to the highest ranked responsive conforming Respondent complying with the applicable conditions of the proposal documents, and deemed to provide the services which are in the best interests of the County, and with consideration to local businesses. F. The County also reserves the right to reject the proposal of a Respondent who has previously failed to perform properly. G. The proposals will be evaluated and ranked by a Selection Committee of not less than three(3)members. The proposals will be ranked(in no particular order)based on the parameters listed in Section 1.10 and the requirements of this RFP. The most responsive (highest ranked)proposal(s), along with the recommendation of the County Administrator or his designee, and the Director of Parks and Beaches,will be presented to the Board of County Commissioners of Monroe County, Florida, for final awarding or otherwise. H. Tie Responses: In the event the same competitive solicitation amounts are received from two (2) or more responders who are considered by the BOCC to be equally qualified and responsive or when two or more responders are equal in rank and score,and only one(1)of the responders has a principal place of business in Monroe County, Florida, the award shall be to the responder who has a principal place of business located in Monroe County, Florida, except where prohibited by federally funded contracts. Otherwise, the tie will be resolved by draw from an opaque container. I_ Protest Procedure: Any Respondent/Proposer who claims to be adversely affected by the decision or intended decision to award a contract shall submit in writing a notice of protest which must be received by the County Attorney's Office within seventy-two (72) hours or three (3) business days, whichever is less, after the posting of the notice of decision or intended decision on the electronic bidding platform or posting of the Notice of Decision or Intended Decision on the Monroe County Board of County Commissioners' agenda, whichever occurs first. Additionally, a formal written protest must be submitted in writing and must be received by the County Attorney's Office seventy-two (7) hours or three (3) business days prior to the Board of County Commissioner's meeting date in which the award of contract by the Board of County Commissioners will be heard. The only opportunity to address protest claims is before the BOCC at the designated public meeting in which the agenda item awarding the contract is heard. In accordance with the Rules of Debate as set forth in the Monroe County Board of County Commissioners Administrative Procedures, the Bidder/Respondent/Proposer that filed the protest is responsible for providing the Clerk with his/her name and residence prior to the agenda item to award the contract being called in order to preserve their opportunity to be heard on this matter. An individual has three (3) minutes to address the Commission and a person representing an organization has five (5) minutes to address the Commission. The BOCC decision to award the contract is final and at their sole discretion. Failure Page 19 of 95 142 to timely protest within the times prescribed herein shall constitute a waiver of the ability to protest the award of the contract, unless it is determined that it is in the best interest of the County to do so. The filing of a protest shall not stop the solicitation, negotiations, or contract award process, unless it is determined it is in the best interest of the County to do so. 1.19 EXECUTION OF CONTRACT The Respondent to whom a Contract is awarded shall be provided and will be required to return to the County one (1) executed original of the prescribed Contract, upon consent and approval of the County Attorney, together with the required certificates of insurance, and proof of any required licenses not previously provided, within fifteen (15) days from the date of notice of acceptance of the Respondent's proposal_ In no event shall failure of the Respondent/Contractor to provide satisfactory Insurance Certificates within the stipulated time be cause for an extension of the contract time. 1.20 CERTIFICATE OF INSURANCE A. The Respondent/Contractor will be responsible for obtaining and maintaining all necessary insurance coverages listed in Exhibit C prior to commencing operation. Certificates of Insurance must be provided to Monroe County within fifteen (15) days after award of proposal, with Monroe County BOCC listed as additionally insured on all policies, except Workers Compensation. If the proper insurance forms are not received within the fifteen (15) days,the contract may be awarded to the next selected respondent. B. All forms of insurance required above shall be from insurers acceptable to the County. Policies shall be written by companies licensed to do business in the State of Florida and having an agent for service of process in the State of Florida. Companies shall have an A.M. Best rating of VI or better. The required insurance shall be maintained at all times while Respondent/Contractor is providing service to the County. All insurance policies must specify that they are not subject to cancellation, non- renewal, material change, or reduction in coverage unless a minimum of thirty (30) days' prior notification is given to the County by the insurer. 1.21 INDEMNIFICATION The Respondent/Contractor to whom a contract is awarded shall defend,indemnify, and hold harmless the County as outlined below: The Contractor covenants and agrees to defend, indemnify and hold harmless Monroe County Board of County Commissioners, and its elected and appointed Page 20 of 95 143 officers, officials, agents, servants, and employees from any and all claims, demands, or causes of action for bodily injury (including death), personal injury, and property damage(including property owned by Monroe County) and any other losses, damages, costs, penalties, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of the Contractor utilizing the property governed by this Contract agreement. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Page 21 of 95 144 SPECIFICATIONS FOR OPERATION AND MANAGEMENT SERVICES JACOBS AQUATIC CENTER KEY LARGO, FL It is the County's intent and purpose of this Request for Proposals to obtain the services of a qualified corporation, subject to approval by Florida Communities Trust, to provide and perform swimming pool operation and management services on behalf of the County, in conformity with the requirements and specifications set forth herein. The County has established minimum specifications,which include special and specific qualifications,to assure and maintain the quality of the programs and recreational opportunities provided at the facility. Programs recommended to be offered at the pool include youth swim team, swim lessons, water aerobics, American Red Cross Lifeguard Training, and summer camp. The term of the Contract will be for a period of Two (2) years, renewable, at the County's sole discretion, for five (5) additional two (2) year terms. A. Staffing • Staffing required at the pool will vary with the activities, pool operations and type of customers involved. • Proper lifeguard coverage as recommended by American Red Cross or similar approved agency. The pool Manager and/or supervisor should be present daily during operational hours. • Lifeguards will wear a lifeguard uniform while working on the premises for purposes of ease of identification. Uniform to be provided and determined by the contractor. • The pool management company will be responsible for the payment of wages,taxes and other related cost(s)for all pool employees and for the maintenance of workmen's compensation insurance for pool employees. The pool management company awarded this contract will submit records on pool employees as stated in the general qualifications. • The pool management company will provide a pool manager or assistant manager while the pool is open. The manager on duty will be responsible for field operations and supervise the pool personnel. • The pool management company will be responsible for having the appropriate number of lifeguards on duty and ensuring that the duties listed above are accomplished. • The pool management company is also responsible for the behavior and appearance of the lifeguards on duty. Monroe County expects professionalism and courtesy to the public at all times. Lifeguards are required to attend mandatory trainings recommended by American Red Cross or other approved agency. • The pool management company will provide staff trained to teach swim lessons with a minimum of one year experience. Page 22 of 95 145 • The pool management company will provide pool maintenance staff or pool maintenance company to ensure water quality is safe for the bathing public. • All staff and personnel employed by the pool management company will have undergone a thorough background check which shall consist of a minimum of a Level II background check as defined in F.S. 435.04. B. Duties of Pool Management Company • Provide all chemicals needed to keep the pool in safe working condition. • Employ all pool staff including pool cashiers and lifeguards. • Check water chemistry and record readings in a designated logbook to be inspected without notice as required by state regulations. • Keep records as required by the Monroe County Health Department. • Provide proper signage. • Provide necessary lifeguard safety equipment. • Provide all operating supplies, testing equipment and program supplies necessary for operation of the facility. • Pool incidents will be submitted to Monroe County Parks and Beaches Director within 24 hours of occurrence. Detailed incident reports shall be provided to County staff. • Vacuum pool as needed. • Remove algae and stains as they appear. • Confirm availability of AED Units and first aid kits and assure they are in good working order and properly stocked. • Daily wash down of pool deck. • Daily cleaning of bathrooms and lifeguard offices. • Daily cleaning deck area and area along fence perimeters. • Daily emptying of trash receptacles and taking trash to the dumpster. • Straighten deck furniture daily. • Daily replenishment of janitorial supplies in the bathrooms. • Backwash filter systems under emergency situations if required. • Pool management company is responsible for enforcing pool rules. • Responsible for lane lines, clocks, swim platforms, diving boards and other pool amenities • Provide Enhancement Programs such as learn to swim, swim lessons, aqua fit classes, diving classes, etc. • Add chemicals to pool when required. • Pool management company is responsible for the first$1,000.00 of any repair. Any repairs estimated to be over $1,000.00 intended to be funded by the County must be approved in writing by the Director of Monroe County Parks and Beaches prior to work commencing. • Pool management company may make improvements, using its own funds, with prior approval from the Director of Parks and Beaches. • Pool management company is responsible for notifying Monroe County Parks and Beaches staff of any repairs or replacements before any repairs are performed. Page 23 of 95 146 • Pool management company is responsible for any repairs or replacements caused by negligent use by contractor or its staff or supplier's personnel. C. Revenue and Program Cost • In addition to the Proposal Form, all Respondents shall provide proposed aquatic activities and the rates of those activities that would be charged to the County AND to customers. The Board of County Commissioners shall approve membership fees, daily rates, and program costs and any fee waivers. Contractor will provide proposed rates and fees with the submitted documents in order to keep the program fees reasonable. Any request for an increase in said fees shall be made annually and be approved by the Monroe County Board of County Commissioners. • All revenue derived from this Agreement shall only be used to fund programs,services,pool operations and repairs or capital improvements related to the Jacobs Aquatic Center. The Contractor is required to provide a complete job as contemplated by the Scope of Work also referred to as the "Specifications for Operation and Management Services",which is a part of this bid package. The Contractor shall furnish all labor, supervision, materials, power, tools, equipment, supplies, permits, if any are necessary, and any other means of work necessary or proper for performing and completing the Scope of Work, unless otherwise specifically stated. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Page 24 of 95 147 PROPOSAL FORM BID TO: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS C/O PURCHASING DEPARTMENT GATO BUILDING ROOM 2-213 1100 SIMONTON STREET KEY WEST, FLORIDA 33040 The undersigned, having carefully examined the work, specifications, RFP documents, and addenda thereto, and other Contract Documents for the services of: OPERATION AND MANAGEMENT SERVICES JACOBS AQUATIC CENTER MONROE COUNTY, FLORIDA And having become familiar with all local conditions including labor affecting the cost thereof, and having familiarized himself/herself with material availability, Federal, State, and Local laws, ordinances, rules and regulations affecting performance of the work, does hereby propose to furnish labor, mechanics, tools, material, equipment, transportation services, and all incidentals necessary to perform and complete said work in a workman-like manner, in conformance with specifications, and other contract documents including addenda issued thereto. Company Information and Signature Page Company EIN: Company Name: Company Ownership: Years in Business: Company Address: Company Phone Number: Fax: Company web address: Number of Employees: Company E-mail: Management Person Responsible for Direct Contact to County and Services required for this RFP: Name: Title: Phone Number: Email Address: Signature of Authorized Representative Date Page 25 of 95 148 Type or Print Officer's Name and Title: Proposed Management Services fee, including the Basic Services described in Tab 1 of the Business Plan is: Annual rate of$ I acknowledge receipt of Addenda No.(s) No. Dated No. Dated No. Dated No. Dated Page 26 of 95 149 Proposer, states by its check mark in the blank beside the form and by its authorized representative's signature that it has provided the following forms: a. Proposal Form b. County Forms Affidavit(Public Entity Crime Statement; Ethics Clause; Drug-Free Workplace; Vendor Certification regarding Scrutinized Companies List; and Non-Collusion Affidavit) C. Lobbying and Conflict of Interest Clause d. Proposer's Insurance and Indemnification Statement e. Insurance Agents Statement(signed by agent) f. Local Preference Form and requirements (if applicable) g. Three (3) customer references and three (3) credit references h. Three (3)years of Financial Statements marked"CONFIDENTIAL"by separate document upload to Bonfire In addition, Proposer states that it has included a current copy of all required professional and/or License. (Check mark items above, as a reminder that they are included.) Proposer/Company: Mailing Address: Phone Number: Email Address: Date: Signed: (Name) (Title) Witness: Print Name: Page 27 of 95 150 COUNTY FORMS AFFIDAVIT By signing this Affidavit, CONTRACTOR/CONSULTANT has sworn or affirmed to the following requirements as set forth in the Public Entity Crime Statement, Ethics Statement, Drug- Free Workplace Statement and Vendor Certification Regarding Scrutinized Companies List as set forth below. Public Entity Crime Statement The CONTRACTOR/CONSULTANT certifies and agrees that CONTRACTOR/CONSULTANT nor any Affiliate has been placed on the convicted vendor list within the last 36 months. In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity; and may not transact business with any public entity. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, CONTRACTOR/CONSULTANT or subcontractor under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By executing this Affidavit,CONTRACTOR/CONSULTANT represents that the execution of this Affidavit will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of the Agreement and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONTRACTOR/CONSULTANT further represents that there has been no determination,based on an audit,that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether CONTRACTOR/CONSULTANT has been placed on the convicted vendor list. CONTRACTOR/CONSULTANT will promptly notify the COUNTY if it or any subcontractor is formally charged with an act defined as a"public entity crime"or has been placed on the convicted vendor list. Ethics Clause By signing this Affidavit, the CONTRACTOR/CONSULTANT warrants that he/it has not employed, retained or otherwise had act on his/her behalf any former County officer or employee Page 28 of 95 151 in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in 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 County officer or employee. Drug-Free Workplace CONTRACTOR/CONSULTANT in accordance with Florida Statute 287.087 hereby certifies that CONTRACTOR/CONSULTANT shall: 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing,possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. The person authorized to sign this Affidavit certifies that CONTRACTOR/CONSULTANT complies fully with the above requirements. Vendor Certification Re2ardin2 Scrutinized Companies Lists CONTRACTOR/CONSULTANT agrees and certifies compliance with the following: Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal,the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of $1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which were created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria. Page 29 of 95 152 As the person authorized to sign on behalf of CONTRACTOR/CONSULTANT, I hereby certify that the company identified above as "CONTRACTOR/CONSULTANT" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of $1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List,the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria. Note: The List are available at the following Department of Management Services Site: http://www.dms.myflorida.com/business_operations/state purchasing/vendor_information/convi cted®suspended®discriminatory®complaints vendor lists Non-Collusion Affidavit CONTRACTOR/CONSULTANT by signing this Affidavit, according to law on my oath, and under penalty of perjury, depose and say that the person signing on behalf of the firm of CONTRACTOR/CONSULTANT,the bidder making the Proposal for the project described in the Scope of Work, and that I executed the said proposal with full authority to do so;the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly,to any other bidder or to any competitor;and no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; the statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. SIGNATURES ON NEXT PAGE Page 30 of 95 153 UNDER PENALTIES OF PERJURY, I DECLARE THAT I HAVE READ THE FOREGOING AFFIDAVIT OF COMPLIANCE AND THAT THE FACTS STATED IN IT ARE TRUE. (Signature of Respondent/Contractor) (Date) STATE OF COUNTY OF The foregoing instrument was sworn to (or affirmed) and subscribed before me by means of [ ] physical presence or [ ] online notarization this day of 20 , by Signature of Notary Public-State of Florida Name of Notary My commission expires: Personally Known OR Produced Identification Type of Identification Produced Page 31 of 95 154 LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE (Company) VV warrants that he/it has not employed, retained, or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in 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 County officer or employee". (Signature) Date: STATE OF COUNTY OF The foregoing instrument was sworn to (or affirmed) and subscribed before me by means of [ ] physical presence or [ ] online notarization this day of 20 , by Signature of Notary Public-State of Florida Name of Notary My commission expires: Personally Known OR Produced Identification Type of Identification Produced Page 32 of 95 155 INSURANCE AND INDEMNIFICATION STATEMENT General Insurance Requirements for Organizations/Individuals Leasing County-Owned Property Prior to the Organization or Individual taking possession of the property owned by the County, or commencing its Management operations,the Organization/Individual shall obtain, at his/her own expense, insurance as specified in the attached schedules, which are made part of this lease/rental agreement. The Organization/Individual will not be permitted to occupy or use the property until satisfactory evidence of the required insurance has been furnished to the County as specified below. The Organization/Individual shall maintain the required insurance throughout the entire term of this lease/rental agreement and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate termination of the lease/rental agreement and the return of all property owned by the County. The Organization/Individual will be held responsible for all deductibles and self-insured retentions that may be contained in the Organization/Individual's Insurance policies. The Organization/Individual shall provide,to the County,as satisfactory evidence of the required insurance, either: • Certificate of Insurance or • A Certified copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify thatthey are not subjectto cancellation,non-renewal,material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the Organization/Individual's insurance shall not be construed as relieving the Organization/Individual from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, will be included as "Additional Insured" on all policies. They will also be named as "Loss Payee"with respect to Fire Legal Exposure. Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled"Request for "Waiver of Insurance Requirements" and approved by Monroe County Risk Management Department. Page 33 of 95 156 GENERAL LIABILITY INSURANCE REQUIREMENTS FOR LEASE/RENTAL OF PROPERTY OWNED BY THE COUNTY FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the Organization/Individual taking possession of the property governed by this lease/rental agreement, the Organization/Individual shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability • Fire Legal Liability (with limits equal to the fair market value of the leased property.) The minimum limits acceptable is: $5,000,000 Combined Single Limit(CSL) An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition,the period for which claims may be reported should extend for a minimum of twelve months following the termination of the Lease/Rental Agreement. The Monroe County Board of County Commissioners will be named as Additional Insured and Loss Payee on all policies issued to satisfy the above requirements. Page 34 of 95 157 BUSINESS AUTOMOBILE LIABILITY INSURANCE REQUIREMENTS FOR LEASES/RENTALS OF COUNTY-OWNED PROPERTY FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the Organization/Individual taking possession of the property governed by this lease/rental agreement, the Organization/Individual shall purchase Business Automobile Liability Insurance. Coverage shall be maintained throughout the life of the Lease/Rental Agreement and include, as a minimum, liability coverage for: • Owned, Non-Owned, and Hired Vehicles • Physical Damage Protection (if the leased property is a County-owned vehicle) The minimum limits acceptable is: $300,000 Combined Single Limit(CSL) ACV for Physical Damage The Monroe County Board of County Commissioners will be named as Additional Insured on all policies issued to satisfy the above requirements. In addition, if the lease/rental agreement involves County-owned vehicles, the Monroe County Board of County will be named a"Loss Payee"with respect to the Physical Damage protection. Page 35 of 95 158 WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor will obtain Workers' Compensation Insurance with limits sufficient to respond to applicable Workers' Compensation state statutes and the requirements of Chapter 440, Florida Statutes. In addition, the Contractor will obtain Employers' Liability Insurance with limits of not less than: $500,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease,policy limits $500,000 Bodily Injury by Disease, each employee Coverage will be maintained throughout the entire term of the contract. Coverage will be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self- insurer, the County may recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance,providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition,the Contractor may be required to submit updated financial statements from the fund upon request from the County. Page 36 of 95 159 INDEMNIFICATION, HOLD HARMLESS AND DEFENSE MONROE COUNTY, 1100 SIMONTON STREET, KEY WEST, FL 33040 SHALL BE NAMED CERTIFICATE HOLDER AND AS AN ADDITIONAL INSURED ON ALL POLICIES EXCEPT WORKER'S COMPENSATION. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Lease, Contractor shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and against(i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury(including death), loss,damage,fine,penalty or business interruption, and (iii) any costs or expenses (including attorney's fees) that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A)any activity of Contractor or any of its employees, agents, contractors or other invitees during the term of this Agreement, (B) the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or omission of Contractor or any of its employees, agents, sub-Contractor's or other invitees, or (C) Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than Contractor). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Lease, this section will survive the expiration of the term of this Lease or any earlier termination of this Lease. In the event that the term of this lease is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this AGREEMENT. PROPOSER'S STATEMENT I understand the insurance that will be mandatory if awarded the contract and will comply in full with all of the requirements herein. I fully accept the indemnification and hold harmless and duty to defend as set out in this proposal. PROPOSER Signature Page 37 of 95 160 INSURANCE AGENT'S STATEMENT I have reviewed the above requirements with the proposer named above. The following deductibles apply to the corresponding policy. POLICY DEDUCTIBLES Liability policies are Occurrence Claims Made Insurance Agency Signature Page 38 of 95 161 LOCAL PREFERENCE FORM A. Vendors claiming a local preference according to Ordinance 023-2009, as amended by Ordinance No. 004-2015 and 025-2015, must complete this form. Name of Bidder/Responder Date: 1.Does the vendor have a valid receipt for the business tax paid to the Monroe County Tax Collector dated at least one (1)year prior to the notice of request for proposals? (Please furnish copy.) 2.Does the vendor have a physical business address located within Monroe County from which the vendor operates or performs business on a day-to-day basis that is a substantial component of the goods or services being offered to Monroe County? (The physical business address must be registered as its principal place of business with the Florida Department of State for at least one year prior to the notice of request for proposals.) List Address: Telephone Number: B. Does the vendor/prime contractor intend to subcontract 50% or more of the goods, services, or construction to local businesses meeting the criteria above as to licensing and location? If yes,please provide: 1. Copy of Receipt of the business tax paid to the Monroe County Tax Collector by the subcontractor dated at least one (1)year prior to the notice or request for proposals. 2. Subcontractor's physical business address within Monroe County from which the subcontractor operates: (The physical business address must be registered as its principal place of business with the Florida Department of State for at least one (1) year prior to the notice of request for bids or proposals) Tel.Number Address Print Name: Signature and Title of Authorized Signatory for Bidder/Responder STATE OF COUNTY OF The foregoing instrument was sworn to (or affirmed) and subscribed before me by means of[ ] physical presence or [ ] online notarization this day of 20 , by Signature of Notary Public-State of Florida Name of Notary My commission expires: Personally Known OR Produced Identification Type of Identification Produced Page 39 of 95 162 DRAFT AGREEMENT AGREEMENT FOR OPERATION AND MANAGEMENT SERVICES JACOBS AQUATIC CENTER, MONROE COUNTY, FLORIDA THIS AGREEMENT is made and entered into on the day of 2023, by and between MONROE COUNTY, a political subdivision of the State of Florida, hereinafter referred to as "County", whose address is 1100 Simonton Street, Key West, Florida 33040, and a hereinafter referred to as "Operator" or"Contractor", whose address is WHEREAS, County is the owner of the Jacobs Aquatic Center, hereinafter"Jacobs", and WHEREAS, County advertised via the competitive solicitation process a Request for Proposals ("RFP") for Operation and Management Services at Jacobs Aquatic Center, through which Contractor was deemed the highest ranked responsive, conforming proposer; and WHEREAS, County desires to enter into an agreement with-exclusive right to manage and operate Jacobs Aquatic Center Key Largo, Florida, and WHEREAS, the Contractor desires to enter into such agreement and represents to the County that it is qualified to operate a pool management and has the financial resources to undertake such an operation; NOW, THEREFORE, IN CONSIDERATION of the premises and of mutual covenants and promises hereinafter contained, the parties do hereby agree as follows: 1. Premises. The COUNTY does hereby enter into this POOL OPERATIONS AND MANAGEMENT LEASE AGREEMENT unto CONTRACTOR and the CONTRACTOR does hereby accept from the COUNTY, in its "as is" condition, the Premises identified and known as Jacob's Aquatic Center hereinafter the"Premises", identified and shown on Exhibit A, situated at 320 Laguna Avenue,Key Largo,Monroe County,Florida. Exhibit A is attached to this Agreement and made a part hereof and incorporated by reference. 2. Agreement Documents. The documents, of which this agreement is a part, are as follows: This agreement and any amendments executed by the parties hereafter, together with the RFP and any addenda,the response to the RFP, and any attached exhibits thereof, and all required insurance documentation and required licenses. In the event of a discrepancy between the documents,precedence shall be determined by the order of the documents as just listed. Page 40 of 95 163 3. Scope of Work and Regulations. The Contractor shall manage and operate a community pool, currently located on that certain portion of Key Largo Park, currently known as Jacobs Aquatic Center. Contractor shall: (a) Comply with all the applicable requirements of the statutes, rules, ordinances, regulations, orders, and policies of the federal, state, county, and city governments, including but not limited to, Florida Community Trust(FCT) and State regulations and requirements, in effect on the effective date of this Agreement or later adopted. (b) Be required to obtain and maintain Monroe County Occupational Licenses before beginning operations. Contractor shall also be responsible for obtaining and maintaining any additional licenses which may be required by Contractor's operations at Jacob's Aquatic Center before beginning operations. A copy of all licenses must be provided to the County Parks and Beaches Sr. Budget Manager within fifteen (15) days of contract award. (c) Maintenance and repairs as detailed in this Agreement and the RFP. (d) Be responsible for all duties associated with staffing lifeguards, swimming instructors and instructors for other aquatic activities including all training, scheduling,providing uniforms, and supervising all personnel. (e) Be required to manage and schedule swimming lessons and aquatic activities, private rentals, and groups requesting group rates during regularly scheduled pool hours. Advertising swimming lessons and other aquatic activities shall also be required of the Contractor. (f) Perform normal lifeguarding duties such as monitoring patrons in the pool area, responding to first aid situations, enforcing rules and regulations, light pool area cleaning to include but not limited to sweeping the deck, emptying trash cans, straightening pool furniture, and removing debris. Ensure the rules signs are accurate and visible to the public and safety inspected is inspected daily. (g) Promptly investigate and provide written notification of all accidents, injuries, damage, destruction of property, or complaints as required. (h) Be responsible for the daily cleaning and inspection of the public pool restroom, rinse showers, and the lifeguard office area. (i) Collect any and all fees associated with the management and operation of the Community room(s),pool use and concessions. All fees collected must be properly accounted for and sales tax reported to the appropriate agency, if applicable. The County retains the right to audit receipts at any time. Page 41 of 95 164 0) Create and provide a monthly revenue report of monies taken in for Basic Services from the previous month and categorized by day, age group of patrons, group-rate daily fees, and number of people in attendance. This report is to be submitted to the Director of Parks and Beaches or his designee no later than the 15'h day of the following month. Create and provide a monthly revenue report of monies taken in from Enhancement Programs from the previous month and categorized by type of program, revenue generated, and number of people in attendance. This report is to be submitted to the Director of Parks and Beaches or his designee no later than the 15' day of the following month.. (k) Invoice the County monthly for services rendered less fees received for Basic Services as further detailed in this Agreement. Annual County reimbursement shall not exceed (1) Document that all personnel performing lifeguard, swimming instruction and other aquatic activity instruction duties, and all immediate supervisors are certified in lifeguarding or swimming instruction, respectively, as well as in first aid and adult, child, and infant CPR as required by the State of Florida. Contractor shall, at Contractor's sole expenses, ensure that all of its staff and personnel who will be involved in the performance of this Agreement have undergone a Level II background screening and any other background screening required by law in accordance with Chapter 435, F.S. Documentation demonstrating compliance with this subparagraph must be provided to the County and maintained at the pool as required. (m) Provide a Certified Public Pool (Operator) Service Technician(s) to maintain the cleanliness, water clarity and quality, and chemical balance of the pool,perform all pool cleaning tasks including routine brushing and vacuuming,backwashing filters,removal of any and all algae, and respond to any human fecal accidents as required by the State of Florida. Pool Service Technician shall keep all necessary records required by the State and/or County to ensure that the pool meets all State and/or County health codes and standards. (n) Provide all certified lifeguards, instructors and necessary support staff. Minimum staff level of service shall be one (1) Supervisor and two (2) Lifeguards at all times when pool is open. Monroe County shall remain responsible for any and all elevator upkeep, maintenance, inspections, repair and replacement after the first $1,000 of any repair, capital improvement and maintenance is paid by the Contractor, as deemed required at the County's sole discretion. Monroe County will make necessary repairs over $1,000.00 as agreed upon by Monroe County. Funds requested by the Contractor for additional improvements must be made in writing and approved by the Director and/or BOCC. Contractor agrees to facilitate access to the elevator and any portion of the premises required for such upkeep, maintenance, inspections, repair and replacement. Additionally, Monroe County, with Tourist Development Council (TDC) funding will Page 42 of 95 165 repair/replace the pool liner. It is anticipated this work will occur in 2024. This will necessitate the closing of the main pool for a period of time to be determined. The County and building contractor will attempt to limit interruption to Contractor and pool community. The County will communicate with the Contractor to agree on best date for construction. The small pool and splash area may remain open if building contractor agrees. The County will not be responsible for any additional reimbursement to the Contractor during this closure. The Contractor will not be responsible for any cost associated with this repair/replacement of the pool liner during the 2024 fiscal year. Once the repair/replacement is complete, the Contractor will be responsible for all future maintenance, repair and replacement of the pool liner up to $1,000.00 pursuant to this RFP and the Agreement. 4. Initial Term. This Agreement shall commence on the and will terminate on the 30th day of September, 2026, unless terminated earlier under another paragraph of this agreement. 5. Renewals. This Lease may be renewed, at the County's sole discretion, contingent upon written approval of the Monroe County Board of County Commissioners (BOCC), for five (5) additional two (2) year terms, upon written request by the Contractor, provided at least sixty (60) days prior to termination of the Agreement or any renewal thereof. 6. Rental, Maintenance and Tax. (a) Contractor must open the operation for business within thirty (30) days of the effective date of this Agreement or as soon as reasonable after effective date. Reasonableness to be determined by the County Administrator or his designee. (b) 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 parry to this Agreement for public records purposes during the term of the Agreement and for seven (7) years following the termination of this Agreement. An annual operating statement prepared and certified by a Certified Public Accountant (CPA) must be provided to the County on or before February 28 of the following year and shall include with reasonable detail the amount of Gross Sales made by Contractor from the Demised Premises during the preceding Lease Year. (c) The Contractor must pay all assessments,taxes, including sales taxes,levied by any governmental body with the power to impose assessments or taxes. The Contractor must provide the County with the sales tax records for each month or quarter depending on Contractor's filing requirements as set forth in Paragraph 6(b) herein and/or if required by law. Page 43 of 95 166 (d) The Contractor must provide all items and equipment needed for the operation including, but not limited to life rings, kick boards, water safety equipment, etc. All property of any kind that may be on the premises during the term of this Agreement shall be at the sole risk of the Contractor. The County shall not be liable to the Contractor or any other person for any injury, loss or damage to property or person on the premises. Contractor must furnish the necessary equipment, furnishings and fixtures needed to operate the pool. The Contractor is responsible for the sole costs and expenses of the Contractor's operation and management, including any utilities required for its operation and the equipment used by Contractor and/or offered for rental. All accessories and equipment applicable to Contractor's concession operation shall be clean and in good working condition at all times. All rental equipment shall meet strict safety standards, and equipment which is broken, or a potential safety risk, shall be removed immediately. The Contractor will be responsible for ensuring equipment is safe and meets all regulated safety requirements. During the term of this lease, Contractor is responsible for the first$1,000.00 of all maintenance and repairs, including major repairs such as structural work and roof replacement and replacement of the building, pool facilities and related structures if destroyed in accordance with this Agreement. All repairs and replacement must be of the same or better quality as the original work and conform to all applicable building codes. Contractor shall be responsible for and shall properly maintain the leased premises, and upon the termination of this lease, shall leave the premises in at least as good condition as at the time of the commencement of this lease, normal use and occupancy excepted. Contractor shall also be responsible for all other routine upkeep of the premises, the pool and the pool-related facilities such as, but not limited to, regular filter replacements. Contractor will coordinate with the County,in accordance with this Agreement, for repair and maintenance of all County assets,including but not limited to,structural and mechanical repairs. (e) The Contractor may, at its sole cost and expense, purchase additional equipment and appurtenances for Enhancement Programs with prior approval from the Director of Parks and Beaches or their designee. (f) The Contractor will keep the premises clean at all times and must meet all requirements for operations as required by the Monroe County Department of Health. Contractor must continuously maintain all pools and related facilities, including but not limited to, the water quality, in accordance with all applicable state laws and administrative regulations. Contractor must also operate all pools and related facilities in accordance with all applicable state laws and administrative regulations. All permits and/or licenses (state or local government) necessary for the operation of the pools and related facilities shall be applied for by, and shall be in the name of, Contractor. If a fine or penalty is imposed by any state or local government agency having jurisdiction over public swimming pools due to the failure of Contractor to keep and maintain the pool in conformity with state law or administrative rules or local government rules or regulations, then Contractor shall be solely responsible for the payment of that fine or penalty and the cost of coming into compliance. Page 44 of 95 167 7. Fees and Reimbursement (a) The fees charged for admittance or for any instructional or recreational program must not be differentiated based on any of the criteria set forth below in paragraph 24 nor on membership in any organization. The Board of County Commissioners of Monroe County (BOCC)will approve the initial rates for Basic Services as defined in Sections 1.02 and 1.10. Any request for an increase in Basic Services fees should be made to the Parks & Beaches Director no more frequently than on an annual basis. The Parks & Beaches Director shall then make a recommendation to the BOCC. The BOCC shall either approve or deny the request. Contractor is authorized to set and charge fees for Enhancement Programs as defined in Sections 1.02 and 1.10. All individual entrance fees, season passes, group entrance fees,private pool rental fees, facility use fees, and lesson/class fees charged to the public shall be collected by the Contractor and subtracted from the Contractor's monthly invoice for services rendered. The total payment to the successful contractor will reflect the cost of operations minus any Basic Services fees such as individual entrance fees, season passes, group entrance fees, charged and collected by the contractor, and any time the pool was closed during that month. The total annual reimbursement by the County shall be in an amount not to exceed $ payable up to $ per month,upon submission to the Parks and Beaches Director at parks-ap@monroecounty-fl.gov an invoice with supporting documentation. Supporting documentation shall include documentation showing all gross revenue and operating expenses. Contractor shall submit one invoice monthly in arrears on or before the 15'h of the following month, with supporting documentation acceptable to the Clerk. Acceptability to the Clerk is based on generally accepted accounting principles and such laws,rules, and regulations as may govern the Clerk's disbursal of funds. Payment may be withheld for failure of Contractor to comply with a term, condition, or requirement of this Agreement. Monroe County's Fiscal Year is October 1st through September 30th. All outstanding invoices must be submitted for payment within ten (10) days of the end of the Fiscal Year to avoid non-payment for those services. (b) All revenue, including fees, derived from this Agreement shall only be used to fund programs, repairs, maintenance, capital improvements and services related to, and arising out of, the Jacobs Aquatic Center. 8. Force Maieure. Any delay or failure of either Parry to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Parry's control, without such Parry's fault or negligence and that by its nature could not have been foreseen by such Parry or, if it could have been foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial inability to perform, changes in cost or availability Page 45 of 95 168 of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Contractor under this Section. Contractor shall give County written notice within 7 days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, or as soon as possible after such Uncontrollable Circumstance has occurred if reasonably unanticipated, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The County will not pay additional cost as a result of an Uncontrollable Circumstance. Upon the occurrence of a Force Majeure Event, the non-performing party shall be excused from any further performance of those obligations under this Agreement that are affected by the Force Majeure Event for as long as (a) the Force Majeure Event continues; and (b) the non-performing party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. (a) Upon the occurrence of a Force Majeure Event, the non-performing parry shall notify the other parry of the occurrence of such event and describe in reasonable detail the effect(s) of such event upon the parry's performance of its obligations and duties pursuant to this Agreement. Such notice shall be delivered or otherwise communicated to the other parry within two(2)business days following the failure or delay caused by the Force Majeure Event, or as soon as possible after such failure or delay if the Force Majeure Event precludes the non-performing parry from providing notice within such time period. (b) In the event of a Force Majeure Event,the time for performance by the parties under the applicable scope of work shall be extended for a period of time equal to the time lost by reason of such cause through execution of an amendment pursuant to the terms of the Agreement. 9. Personnel. (a) The Contractor will be responsible for the supervision, hiring, and firing of their own employees and shall be solely responsible for the pay,worker's compensation insurance, and benefits. (b) Communication between the County Representative and the contractor personnel is very important. Therefore, the Contractor must assure that at least one (1) personnel can communicate well with the County Representative. Any employee hired by the Contractor will be the Contractor's employee and in no way has any association with the County. The Contractor shall insure that its employees are trained in all appropriate safety regulations, and comply with all such applicable laws and regulations and comply with all other local, State, and Federal regulations. Page 46 of 95 169 (c) The parties further agree that failure by Contractor/Respondent to perform any of the duties described in this paragraph shall constitute a material breach of the contract entitling County to terminate this contract immediately with no further responsibility to make payment or perform any other duties described herein. (d) The County may terminate this Agreement if the Board of County Commissioners of Monroe County (BOCC) determines that the economics of the operation of the pool and related facilities, or the on-going operation and maintenance, would require an annual expenditure of tax revenue or an annual expenditure of tax revenue the BOCC determines is imprudent. If this lease is terminated under this subparagraph, then neither parry will have further obligation, duty or liability with respect to the other. 10. Hours of Operation. The Contractor agrees to furnish good, prompt and efficient service and/or merchandise to meet all demands for service at Jacobs Aquatic Center. The pools and facilities must be open for service seven (7) days a week Monday-Sunday, including holidays with exceptions for Christmas Day and Thanksgiving Day, from sunrise to sunset, and shall not exceed the established park hours as specified in Monroe County Code of Ordinances, Chapter 18, as may be amended from time to time. Special event hours allowed with Director of Parks and Beaches written permission. Hours of operation may be modified by mutual agreement. Certified lifeguard(s) must be on duty at all times that the pools are open. Contractor may conduct instructional and recreational programs but when such programs are not conducted, the pool and facilities must be open to the general public. 11. Use and Conditions. (a) The Contractor must provide an adequate number of covered metal or commercial outdoor plastic waste containers at its operation. Contractor shall provide separate containers for waste and for recyclables. Contractor must deposit all trash, waste, and recyclables in those containers for proper disposition of the waste and recyclables in their own dumpster. (b) No signs, advertising, or awnings may be erected by the Contractor,unless they are approved by the Director of Parks and Beaches or his designee in writing. Signs pertaining to FCT must remain per FCT regulations. (c) Smoking shall be prohibited in accordance with Monroe County Code of Ordinances Chapter 18. (d) Contractor must furnish the necessary equipment, furnishings and fixtures needed to operate the pool.All moveable equipment and furnishings not funded by the County shall remain the property of the Contractor and may be removed from the premises by Contractor at the termination of this agreement, with County's written consent. If Contractor fails to remove said moveable equipment or furnishings within five (5) days after termination of this agreement, said items shall then become the property of the County. The Contractor is responsible for the sole costs and expenses and any maintenance of the Contractor's operation and subject facilities, Page 47 of 95 170 including any utilities required for its operation and the equipment used by Contractor and/or offered for rental. All accessories and equipment applicable to Contractor's concession operation shall be clean and in good working condition at all times. All rental equipment shall meet strict safety standards, and equipment which is broken, or a potential safety risk, shall be removed immediately. The Contractor will be responsible for insuring equipment is safe and meets all regulated safety requirements. During the term of this lease, Contractor is responsible for first $1,000 of all maintenance and repairs approved by the County in writing, including major repairs such as structural work and roof replacement and replacement of the building if destroyed. All repairs and replacement must be of the same or better quality as the original work and conform to all applicable building codes. Contractor shall be responsible for and shall properly maintain the leased premises, and upon the termination of this lease, shall leave the premises in at least as good condition as at the time of the commencement of this lease, normal use and occupancy excepted. The Contractor will keep the premises clean at all times and must meet all requirements for pool operations as required by the Monroe County Department of Health. (e) The County may, at its sole discretion,provide for capital improvement(s),upkeep, maintenance and repairs of the premises, the pool and pool-related facilities, including but not limited to pool liners,structural and mechanical repairs and other such related repairs,as necessary when Contractor is unable to do so during its Lease term and makes a request in writing to the County for such assistance. The County may provide this repair assistance to assure the premises at Jacobs Aquatic Center remains in good working order and available for public use. County shall be, and is, empowered to apply for, seek, and obtain federal, state and/or local funding to further the purpose of this Agreement. Any conditions imposed as a result of funding that affect the Project will be provided to the Contractor. Pool management company is responsible for the first $1,000.00 of any repair. Pool management company is responsible for notifying Monroe County Parks and Beaches staff of any minor repairs or replacements before any repairs are performed. Any requested repairs estimated to be over $1,000.00 must be accompanied by a written quote for their repair including parts and labor and any major repairs must be approved in writing by the director of Monroe County Parks and Beaches and/or the BOCC, as applicable, prior to work commencing. (f) In the event that the demised premises, or a major part thereof are destroyed by fire, storm, or any other casualty, the County at its option and without assuming Contractor's responsibilities, may forthwith repair the damage to such structure at its own cost and expense. If County exercises its option to repair the premises, Contractor agrees to assign its right to the insurance proceeds to the County. If insurance proceeds exceed the costs of repair, the County will, at its option, either remit the excess funds to the Contractor or apply the excess funds as a credit towards the subsidy provided to the Contractor by the County. If repair costs exceed the insurance proceeds, Contractor agrees to pay County within 30 days for any and all costs of repair not covered by insurance proceeds. (g) Contractor agrees to keep the premises in a safe, clean and well-maintained order at no expense to the County. This provision is to be monitored by the Director of Parks and Beaches or his representative. (h) Contractor agrees to operate its business in a businesslike manner. Page 48 of 95 171 (i) In the event the County elects to maintain and/or improve its properties in the vicinity of the leasehold herein, either by necessity, or by choice, such activity will not be considered as a breach of any covenant of this agreement. 0) The use of the Premises shall be solely for the Contractor and allied and incidental purposes as set forth herein, including necessary personnel and administration offices. Contractor covenants that no use of the Premises shall be allowed except to conduct the aforementioned programs and incidental office and administrative operations, without written approval from the County Administrator. (k) Contractor agrees not to sore any material, waste, pallets of other products outside the Premises or in any adjoining area. Contractor further agrees that it will not store or dispose of hazardous materials in violation of applicable law on or about the Premises except for de minimus amounts used in the ordinary course of business. (1) County and Contractor acknowledge that,unless otherwise provided for herein,the operating procedures, organization, supervision, direction, and control for the Premises shall rest with the Contractor. (m) Contractor acknowledges that County, its employees and agents, shall have reasonable access to the Premises to confirm compliance with this Agreement throughout the term of this Agreement and that such access shall not interfere with Contractor's use thereof. (n) Rights not specifically granted to the Contractor by this Agreement are reserved to the County. 12. County's Termination. Except as otherwise provided herein,the County may cancel this agreement when, after giving the Contractor thirty (30) days' written notice that an act of default has occurred, the Contractor fails or cannot cure the following: (a) The appointment of a receiver of the Contractor's assets; (b) The divestiture of the Contractor's interest in the agreement by court order or other operation of law; (c) The Contractor's abandonment of the operation. Failure to open the operation and keep it open during the business hours described in this agreement for seven (7) consecutive days from sunrise to sunset with exceptions for Christmas Day and Thanksgiving Day,unless modified in writing, shall constitute abandonment; (d) The failure of the Contractor to timely perform any of the obligations required of it under this agreement; (e) If the Contractor discontinues the use of the Premises for the purposes set forth herein, or any governmental purpose approved by the County; (f) If the County determines that the Contractor/Consultant has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of(1)terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error Page 49 of 95 172 pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met; and/or (g) For Contracts of $1,000,000 or more, if the County determines that the Contractor/Consultant submitted a false certification under Section 287.135(5), Florida Statutes, or if the Contractor/Consultant has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. No waiver of default by the County of any of the obligations required of the Contractor under this agreement may be construed as a waiver of any subsequent default of any of the obligations that are required to be performed, kept, or observed by the Contractor. The County's waiver of an act of default by the Contractor is not a waiver of the right of the County to later cancel this agreement because of the Contractor's failure to subsequently perform an obligation or obligations under this Lease Agreement. 13. Insurance. (a) Contractor shall obtain and maintain at its own expense the insurance coverages listed in Exhibit C prior to commencing operation. All insurance requirements provided for in this Agreement shall be subject to annual review. (b) The Contractor must keep in full force and effect the insurance described during the term of this agreement. If the insurance policies originally purchased that meet the requirements are canceled, terminated, or reduced in coverage, then the Contractor must immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be filed with the Monroe County Risk Department or the Parks and Beaches Contract Manager, as appropriate, whenever acquired, amended, and annually during the term of this Lease. (c) The insurance required of the Contractor in this paragraph is for the protection of the County, its property and employees, and the general public. The insurance requirement is not, however, for the protection of any specific member of the general public who might be injured because of an act or omission of the Contractor. The insurance requirements of this paragraph do not make any specific injured member of the general public a third-parry beneficiary under this agreement. Therefore, any failure by the County to enforce this paragraph, or evict the Contractor if the Contractor becomes uninsured or underinsured, is not a breach of any duty or obligation owed to any specific member of the general public and cannot form the basis of any County liability to a specific member of the general public or his/her dependents, or estate, or heirs. Page 50 of 95 173 (d) Notwithstanding anything set forth in paragraph 12 of this agreement, the County may treat the Contractor in default if the Contractor, after entering the premises but before beginning its operation, does not have the insurance required by subparagraph 12(a). Before the County may terminate the agreement in this situation, the County must give the Contractor a written notice of the default stating that, if the required insurance is not obtained within ten (10) days of the Contractor's receipt of notice,then the County will cancel this agreement. The County may treat the Contractor in default and cancel this agreement if the Contractor, after starting the operation, fails to keep in full force and effect the insurance required by subparagraph 13. Before treating the Contractor in default and terminating the agreement in this situation, the County need only provide the Contractor 24-hour notice by E-Mail or overnight courier. The County may, but need not,provide Contractor with an opportunity to cure the default. 14. Non-Exclusive Rights. Notwithstanding anything herein contained that may be, or appear to be, to the contrary, it is expressly understood and agreed that the rights granted under this agreement are nonexclusive and the County herein reserves the right to grant similar privileges to another Contractor or other Contractors on other parts of Jacob's Aquatic Center. 15. Rights Upon Termination. At the end of this agreement(or any renewal), or if this Agreement is otherwise terminated, the Contractor's right to the Premises, the use of Jacobs Aquatic Center facilities, and any other right or privilege granted under this agreement ceases. All equipment, improvements, furnishings, and other property of the Contractor at the Premises are personal to the Contractor and remain the property of the Contractor and must be removed by him/her. The Contractor must also restore the Premise to its original condition, ordinary wear and tear and damage by causes beyond the control of the Contractor, excepted. At the end of this agreement (or any renewal), or if this Agreement is otherwise terminated, Contractor will voluntarily and peacefully yield to County the Premises and shall automatically revert to County. 16. County's Right of Entry. County reserves the right hereunder to enter upon the Premises at any reasonable time, during normal operating hours for any purpose connected with the performance of the County's obligations under this agreement or in the exercise of its governmental functions. The Contractor hereby agrees to keep the premises at all times in a clean and sanitary condition,and not to maintain or keep upon said premises any properties or equipment not used in connection with the operation of said business, unless authorized by the County to do so. 17. Leasehold Improvements. The Contractor agrees not to make any major alterations to the building located on said premises, without first obtaining written consent of the County to do so,which will not be unreasonably withheld. Such alterations shall be based on plans approved by the Director of Parks and Beaches and shall be subject to all City, County, State and Federal code provisions governing construction. Contractor shall be responsible for obtaining any permits Page 51 of 95 174 required by any government agency. All site improvements shall be pre-approved by Monroe County in accordance with its policies,procedures, ordinances and/or regulations. 18. Use Restrictions. The Contractor acknowledges that the premises were purchased and/or constructed with funds received from the Florida Communities Trust (FCT). The agreement area is to be operated by the Contractor for public outdoor recreation purposes in compliance with provisions of the Florida Communities Trust (FCT) and its regulations as may be amended from time to time. As a result, use of the premises is subject to the provisions of the restrictive covenants attached to the draft lease as Exhibit B which is attached hereto, and hereby incorporated into the lease and the Request for Proposals. Should the FCT determine that the lease, or any portion thereof,is in conflict with any term or condition of Exhibit B, or is in conflict with any relevant provision of federal or state law or administrative rule,then that determination will supersede any contrary provision of this lease or Request for Proposals to the extent of the conflict. The Demised Premises must be publicly identified as publicly owned and operated as a public outdoor recreation facility in all signs, literature, and advertising, while acknowledging that the Demised Premises is operated by a Contractor, to eliminate the perception the area is private. The premises must remain open to the public at all times during operating hours. All fees charged by the Contractor/concessioner to the public must be competitive with similar private facilities. MONROE COUNTY, ITS AGENTS, AFFILIATES, SUCCESSORS-IN- INTEREST, IN NO WAY, SHAPE, OR FORM GUARANTEE CONTRACTOR'S ABILITY TO OPERATE ON THE PREMISES. CONTRACTOR ACKNOWLEDGES AND UNDERSTANDS THAT SEPARATE APPROVAL OF THIS AGREEMENT MUST BE OBTAINED FROM FCT. Contractor specifically acknowledges receipt of this section. Initials 19. Rights Reserved. Rights not specifically granted to Contractor by this Lease Agreement are reserved to the County. 20. Rights of County. The County shall have the absolute right, without limitation, to repair,reconstruct, alter or add to any structure or facility at Jacobs Aquatic Center, or to construct new facilities at Jacobs Aquatic Center. The County shall, in the exercise of such right, be free from any and all liability to the Contractor for business damages occasioned during the making of Page 52 of 95 175 such repairs, alterations and additions, except those occasioned by the sole act of negligence of the County, its employees or agents. 21. Notwithstanding anything to the contrary in this Agreement, County Administrator may order the swimming pool(s) and related facilities close immediately if he determines that a condition has arisen, whether caused by Contractor's failure to perform or by an external event beyond the Contractor's control, that threatens the health or safety of the public. The County Administrator may order the swimming pool(s) and related facilities closed until such time as the condition is corrected. 22. Assignment. The Contractor may not assign this agreement, or any part of it, or sublease the Premises, or any portion of the Premises,without the written approval of the County. The change of the Contractor's status from an individual to a partnership or corporation is an assignment under this paragraph requiring the County's approval. If the Contractor is approved to do business in the corporate form, any assignment of a controlling interest in the corporate stock is also an assignment under this paragraph that requires the County's approval. All the obligations of this agreement will extend to the legal representatives, successors, and assigns of the Contractor and County. 23. Indemnification/Hold Harmless/Defense. The Contractor covenants and agrees to defend, indemnify and hold harmless Monroe County Board of County Commissioners, and its elected and appointed officers, officials, agents, servants, and employees from any and all claims, demands, or causes of action for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, costs, penalties, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of the Contractor utilizing the property governed by this lease/rental agreement. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. 24. Nondiscrimination. Contractor agrees 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 and Contractor 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 prohibits discrimination in employment on the basis of race, color, religion, sex, 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 disabilities; 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 Page 53 of 95 176 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 USC ss. 690dd-3 and 290ee-3),as amended,relating to confidentiality of alcohol and drug abuse patient records; 8)Title VIII of the Civil Rights Act of 1968 (42 USC s.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 s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code, Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Lease. During the performance of this Agreement, the CONTRACTOR, in accordance with Equal Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix II, ¶ C, agrees as follows: 1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment,without regard to their race, color,religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment,upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. 3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information,unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including Page 54 of 95 177 an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. 4) The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided, advising the said labor union or workers'representative of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto,and will permit access to his books,records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 7) In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules,regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 8) The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (87) in every subcontract or purchase order unless exempted by rules,regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for non-compliance; provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency,the contractor may request the United States to enter into such litigation to protect the interests of the United States. 25. Mechanic's Liens. The Contractor shall not permit any mechanic's lien or liens to be placed on the Premises or on improvements thereon. If a mechanic's lien is filed, it shall be the sole responsibility of the Contractor or its officer, employee, agent, contractor, or other representative causing the lien to be filed to discharge the lien and to hold harmless and defend Monroe County against enforcement of such lien. Pursuant to Section 713.23, Fla. Stat.,the liens Page 55 of 95 178 authorized in Chap. 713, Fla. Stat. do not apply to the County. Nothing in this section is to be read as a waiver or authorization by the County of its constitutional and statutory immunity and right to have its property free of such liens. 26. Records—Access and Audits. The Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied and maintain such records for a period of four (4) years after termination of this Lease. The County, its officers, employees, agents, and contractors shall have access to the Contractor's books, records, and documents related to this Lease upon request. The access to the inspection of such books, records, and documents by the County shall occur at any reasonable time. 27. Ri2ht to Audit. Availability of Records. The records of the parties to this Agreement relating to the Project, which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available; subcontract files (including proposals f successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc.); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); back charge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by Owner or the Monroe County Office of the Clerk of Court and Comptroller (hereinafter referred to as "County Clerk") to substantiate charges related to this agreement, and all other agreements, sources of information and matters that may in Owner's or the County Clerk's reasonable judgment have any bearing on or pertain to any matters, rights, duties, or obligations under or covered by any contract document(all foregoing hereinafter referred to as "Records") shall be open to inspection and subject to audit and/or reproduction by Owner's representative and/or agents of Owner or the County Clerk. Owner or County Clerk may also conduct verifications such as,but not limited to,counting employees at the j ob site,witnessing the distribution of payroll, verifying payroll computations, overhead computations, observing vendor and supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmations with employees, subcontractors, suppliers, and contractors' representatives. All records shall be kept for ten (10)years after Final Completion. The County Clerk possesses the independent authority to conduct an audit of records, assets, and activities relating to this Project. If an auditor employed by the County or Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the Contractor,the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03 of the Florida Statutes, running from the date the monies were paid to Contractor. The right to audit provisions survive the termination or expiration of this Agreement. 28. Maintenance of Records. The Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained as applicable for 1) Page 56 of 95 179 a period of five (5) years after all funds have been expended or returned to the Department of the Treasury, whichever is later; or 2) for a period of seven (7) years from the termination of this Agreement or for a period of five (5)years from the submission of the final expenditure report as per 2 CFR §200.33, whichever is greater. Each parry to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other parry to this Agreement for public records purposes during the term of the Agreement and for seven (7) years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONTRACTOR, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 29. Relationship of Parties. The Contractor is, and shall be, an independent contractor and not an agent or servant of the County. The Contractor shall exercise control, direction, and supervision over the means and manner that its employees, agents, or volunteers perform the work for which purpose this Lease is entered. The Contractor shall have no authority whatsoever to act on behalf and/or as agent for the County in any promise, lease, or representation other than specifically provided for in this Lease. The County shall at no time be legally responsible for any negligence on the part of the Contractor, its employees, agents, or volunteers resulting in either bodily or personal injury or property damage to any individual,property, or corporation. 30. Subordination. This Lease is subordinate to the laws and regulations of the United States,the State of Florida, and Monroe County,whether in effect on commencement of this Lease or adopted after that date. 31. Premises to be Used for Lawful Purposes. It is expressly covenanted between the parties hereto that the Contractor will not use, suffer nor permit any person to use in any manner whatsoever the leasehold property, nor any portion thereof, for purposes calculated to injure the reputation of the leasehold property or of the neighboring property, nor for any purpose or use in violation of the laws of the United States,or of the State of Florida, or of the Ordinances of Monroe County, Florida. Contractor will keep and save the County forever harmless from any penalty or damage or charges imposed for any violation of any of said laws, whether occasioned by neglect of Contractor and Contractor will indemnify and save and keep harmless the County against and from any loss, cost, damage, and expense arising out of any accident or other occurrence, causing injury to any person or property whomsoever or whatsoever, and due directly or indirectly to the use of the leasehold Premises or any part thereof by Contractor. The Contractor hereby covenants and agrees that it, its agents, employees or otherwise shall observe and obey all lawful rules and regulations which may from time to time during the term hereof be promulgated and enforced by the County. 32. Limitation of County's Liability. It is further agreed that in no case shall the County herein be liable,under any express or implied covenants in the Lease,for any damages whatsoever to the Contractor beyond the rent reserved by the Lease accruing,for the act, or breach of covenant, Page 57 of 95 180 for which damages may be sought to be recovered against said County, and that in the event said Contractor shall be ousted from the possession of said property by reason of any defect in the title of said County or said County's authority to make this Lease, said Contractor shall not be required to pay rent under this Lease while it is so deprived of said property, and that said County shall not incur any liability as a result of such ouster. 33. No Waiver of Breach. It is further mutually covenanted and agreed between the parties hereto that no waiver of a breach of any of the covenants of this Lease shall be construed to be a waiver of any succeeding breach of the same covenant. 34. 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. 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. 35. Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of County and Contractor and their respective legal representatives, successors, and assigns. 36. 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. 37. Adiudication 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. This Agreement is not subject to arbitration. This provision does not negate or waive the provisions of paragraph 12 concerning termination or cancellation. 38. 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. Page 58 of 95 181 39. Covenant of No Interest. County and Contractor 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 the only interest of each is to perform and receive benefits as recited in this Agreement. 40. Code of Ethics. 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. 41. No Solicitation/Payment. 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 Lease 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 this provision, Contractor agrees that 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. 42. Public Access. 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 or Contractor in conjunction with this Lease; and the County shall have the right to unilaterally cancel this Lease upon violation of this provision by Contractor. 43. Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statues, the participation of the County and the Contractor in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 44. Privile2es 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. Page 59 of 95 182 45. 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. 46. 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 Contractor agree that neither the County nor 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. 47. Attestations. Contractor agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, a Drug-Free Workplace Statement, and a Vendor Certification Regarding Scrutinized Companies List. 48. 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. 49. 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. 50. Other Use. Contractor shall not use or permit the use of the Premises or any part thereof for any purpose or use other than an authorized by this Agreement. 51. Paragraph Headings.Paragraph headings herein are intended only to assist in reading identification and are not in limitation or enlargement of the content of any paragraph or section. 52. Notices. All written correspondence to the County shall be dated and signed by an authorized representative of the Contractor. Any written notices or correspondence given pursuant to this contract shall be sent by United States Mail, certified,return receipt requested,postage pre- paid, or by courier with proof of delivery, delivery pre-paid. Notice is deemed received by Contractor when hand delivered by national courier with proof of delivery or by U.S. Mail upon Page 60 of 95 183 verified receipt or upon the date of refusal or non-acceptance of delivery. The place of giving Notice shall remain the same as set forth herein until changed in writing in the manner provided in this paragraph. Notice shall be sent to the following persons: For County: For Contractor: Monroe County Parks and Beaches Contract Specialist 102050 Overseas Hwy. Key Largo, FL 33037 And Monroe County Attorney P.O. Box 1026 Key West, FL 33041-1026 53. E-Verify System. Beginning January 1, 2021, in accordance with F.S. 448.095, the Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term.Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of Fla. Stat. Sec. 448.095. 54. Per Fla. Statutes, Chapter 287.0582, Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Monroe County Board of County Commissioners. 55. Rights Reserved. Rights not specifically granted to Contractor by this Lease are reserved to the County. 56. Governing Law, Venue, Interpretation. 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. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Lease Agreement,the County and Contractor agree that venue will lie in the appropriate court, or before the appropriate administrative body, in Monroe County, Florida. 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. Page 61 of 95 184 57. 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 parry relative to the enforcement or interpretation of this Agreement,the prevailing parry shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non- prevailing parry, 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. 58. Mutual Review. This Agreement has been carefully reviewed by the Contractor and the County. Therefore, this Agreement is not to be construed against either parry on the basis of authorship. 59. Entire Agreement. This writing embodies the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. Any amendment to this Lease shall be in writing, approved by the Board of County Commissioners, and signed by both parties before it becomes effective. 60. Final Understanding. This Agreement is the parties' final mutual understanding. It replaces any earlier agreements or understandings,whether written or oral. This Agreement cannot be modified or replaced except by another written and signed agreement. [SIGNATURES ON NEXT PAGE] Page 62 of 95 185 IN WITNESS WHEREOF, each parry has caused this Lease Agreement to be executed by a duly authorized representative. COUNTY: (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA By: As Deputy Clerk By: Mayor/Chairman Witnesses for CONTRACTOR: CONTRACTOR: Signature of person authorized to Signature legally bind Corporation Date: Print Name Date Print Name Title Address: Signature Telephone Number Print Name Date Page 63 of 95 186 EXHIBIT A a Y 4 �� � ,�✓Fug � �* �« j✓;� ^w r p u J �i ST. CROIX PI_. (50' R,O.W.) 1 f ✓"F II f I` " 'a a a , � I I v, "L p I� I ❑ � i I I I' i.i� +I IF ,,,i,i I II I f,� < f Ja ,1C' I' l 11 j "I I I' I I''" ✓, I r � � �i, 9 43 I. fr,' Ir i r 4 ✓r 1 4, I P , f7 gyp. Page 64 of 95 187 EXHIBIT B FLORIDA COMMUNITIES TRUST AREA OF CRITICAL STATE CONCERN PROGRAM GRANT CONTRACT Page 65 of 95 188 8 2 9 0 9 3 R'[C' 129 7 Pkil 1 0 9 D CONTRACT #94-CT-73-93-3A-M1-002 FLORIDA COMMUNITIES TRUST PROJECT NAME Recreational PROPOSAL NUMBER 93-002-CSI L.O.S. Standards FLORIDA COMMUNITIES TRUST AREA OF CRITICAL STATE CONCERN PROGRAM GRANT CONTRACT THIS CONTRACT is entered into on hYLLa, )s 1994, by and between the FLORIDA COMMUNITIES TRUST (FCT) , a nonregulatory agency within the State of Florida Department of Community Affairs, and MONROE COUNTY (FCT Recipient) , a political subdivision of the State of Florida, in order to impose terms and conditions on the use of the proceeds of certain bonds, hereinafter described, and the lands acquired with such proceeds (Project Site) , as shall be necessary to ensure compliance with applicable Florida Law and federal income tax law and to otherwise implement provisions of Sections 259.101, 375.045, and Chapter 380, Part III, Florida Statutes. WHEREAS, Chapter 380, Part 111, Florida Statutes, the Florida Communities Trust Act, creates a nonregulatory agency within the Department of Community Affairs (Department) that will assist local governments in bringing local comprehensive plans into compliance and implementing the goals, objectives, and policies of the conservation, recreation and open space, and coastal elements of local comprehensive plans, or in conserving natural resources and resolving land use conflicts by providing financial assistance to local governments to carry out projects and activities authorized by the Florida Communities Trust Act; WHEREAS, Section 259.101(3) (c), Florida Statutes, provides for the distribution of ten percent (lot) of the net Preservation 2000 Revenue Bond proceeds to the Department of Community Affairs to provide land acquisition grants and loans to local governments through the FCT, with an additional one-tenth to be used specifically for matching grants, on a dollar-for-dollar basis, for acquisition within areas of critical state concern; WHEREAS, the Governor and Cabinet authorized the sale and issuance of State of Florida Department of Natural Resources Preservation 2000 Revenue Bonds (Bonds) ; kid �1 WHEREAS, the Bonds were issued as tax-exempt bOnds, meani4 that the interest on the Bonds is excluded from the gross N�ncome of Bondholders for federal income tax purposes; U GC/93-002-CS1-P'3A 11 FINAL/3-0-1-94 1 NJ ti� CD EXHIBIT C Page 66 of 95 189 829093 ;EC, 1 25 1 091 WHEREAS, Rule Chapter 9K-5, F.A.C. , sets forth the procedures for evaluation and selection of proposals for land acquisitions using funds allocated to the FCT through the Department of Community Affairs from the Preservation 2000 Trust Fund for Areas of Critical State Concern; WHEREAS, the FCT Governing Body met on January 6, 1994, to consider and select proposals to receive funding and FCT Recipient's proposal was selected for funding in accordance with Rule Chapter 9K-5, F.A.C. ; WHEREAS, FCT is authorized by Section 380.510(7) (a) , Florida Statutes, Rule 9K-5.007(4) , F.A.C. , in accordance with Section 380.510(4) , Florida Statutes, to impose grant conditions deemed necessary to protect the interests of the State of Florida and to ensure that the project complies the requirements for the use of Preservation 2000 Bond proceeds, and which must be met by the FCT Recipient prior to the release of any funds; WHEREAS, such conditions shall be imposed by a grant contract that shall contain by reference all regulations, rules, and other grant conditions governing the matching grant award, that shall describe with particularity the real property that is subject to the contract and that shall be recorded in the county in which the real property is located; and WHEREAS, the purpose of this Contract is to set forth the terms and conditions of the matching grant award and covenants and restrictions that shall be imposed on the Project Site(s) acquired with the FCT Preservation 2000 Bond Proceeds and the Recipient's local match. NOW THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, FCT and FCT Recipient do hereby contract and agree as follows: I. GENERAL CONDITIONS 1. At least two original copies of this Contract shall be executed by FCT Recipient and returned to the FCT office at 2740 Centerview Drive, Tallahassee, Florida 32399-2100 within sixty (60) days of mailing by FCT to the FCT Recipient. Upon receipt by FCT of the signed Contracts, FCT will execute the Contracts, retain one original copy and return all other copies to FCT Recipient. 2. Upon execution and delivery by the parties hereto, the FCT Recipient shall cause this Contract to be recorded and filed in the official public records of Monroe County, Florida, and in GC/93-002-CS1-P3A FINAL/3-07-94 2 Page 67 of 95 190 829093 REF 1 2j7 �n,,[1 093 B. If any provision of the Contract shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. II. SPECIFIC CONDITIONS REQUIRED BY RULE 9R-5, FLORIDA ADMINISTRATIVE CODE 1. FCT Recipient hereby acknowledges and agrees that Project work may not be initiated prior to execution of this grant contract. 2. All matching grants from the Area of Critical State Concern Program shall be used for land acquisitions that assist an Area of Critical State Concern county to implement or further the conservation, recreation and open space, or coastal management elements of the local comprehensive plan, to conserve natural resources, to resolve land use conflicts, and to implement land development regulations which further the principles for guiding development established for that Area of Critical State Concern. 3. Preservation 2000 funds received by the FCT Recipient under this Contract shall only be used for the land acquisition project costs, as defined in Rule 9K-5.002(19) , and as set forth in Proposal 93-002-CS1. 4. The FCT Recipient hereby agrees to fully perform the project as described in the Proposal 93-002-CS1. The scope and nature of the project work for which the grant assistance is authorized shall be as follows: Land acquistion program to implement the recreation level of service standards of the Monroe County Year 2010 Comprehensive Plan and eliminate the level of service deficiency of activity- based parks in the Upper Keys through the year 2002 by the purchase of land, as described in Proposal 93-002-CS1, for activity-based recreation. 5. The FCT Preservation 2000 Bond Series award granted to the FCT Recipient shall in no event exceed Two million one hundred sixty thousand eight-hundred forty-nine and 00/100 Dollars ($2,160,849.00) . 6. Funds awarded under this Contract shall be awarded as a matching grant to FCT Recipient. Funds awarded under this program shall be matched by the Recipient on a dollar-for-dollar basis. 7. The FCT Recipient shall prepare a management plan, GC/93-002-CS1-P3A FINAL/3-07-94 4 Page 68 of 95 191 02J033 'R'EC' 1 25 1092 such manner and in such other places as FCT may reasonably request, and shall pay all fees and charges incurred in connection therewith. 3. The FCT Recipient and FCT agree that the State of Florida Department of Environmental Protection will forward this Contract to Department of Environmental Protection Bond Counsel for review for conformance to bond restrictions. In the event Bond Counsel opines that an amendment to this Contract is required so that the tax exempt status of the Preservation 2000 Bonds is not jeopardized, FCT and FCT Recipient shall amend the Contract accordingly. 4. This Contract may be amended at any time. Any amendment must be set forth in a written instrument and agreed to by both the FCT Recipient and FCT. 5. This Contract and the terms, conditions, covenants and restrictions contained herein shall run with the real property acquired with the funds received hereunder and the local match, and shall bind, and the benefits shall inure to, respectively, the FCT and the FCT Recipient and their respective successors and assigns. 6. This Contract shall be governed by and construed in accordance with the laws of the State of Florida, with respect to both substantive rights and with respect to procedures and remedies. 7. Any notice required to be given hereunder shall be given by personal delivery, by registered mail or by registered expedited service at the addresses specified below or at such other addresses as may be specified in writing by the parties hereto, and any such notice shall be deemed received on the date of delivery if by personal delivery or expedited delivery service, or upon actual receipt if sent by registered mail. FCT* Florida Communities Trust Department of Community Affairs 2740 Centerview Drive Tallahassee, FL 32399-2100 ATTN: Executive Director FCT Recipient: Monroe County, a political subdivision of the State of Florida 2798 Overseas Highway Suite 410 Maratlion, FL 33050 ATTN: Lorenzo Aghemo GC/93-002—CSI—P3A FINAL/3-07-94 3 Page 69 of 95 192 QR � qQ ((jj OFF nn ��77 ,Ak,,E 1 0 9 5 hereby cert.it its that on ;a7� AT (,, i,A ,l the 'status, of the Monroe County comprehensive plan was dint the stiL 1. I settlement as;reement_ Irate l February 7L_ 1992i was executed by the FC'P Recipient With -L11t, --- 12. Pursuant to Rule 9K-5.007(5) , F.A.C. , approval for funding shall be for a period not to exceed two years from the date of the meeting at which the approval was given. The approval for funding under this Contract shall expire upon the satisfactory completion of the project work and terms and conditions of this Contract or January 5, 1996, whichever occurs first. 13. Funds awarded under this Contract shall be subject to termination as follows: a. Failure of the FCT Recipient to comply with the provisions of this Contract shall constitute grounds for terminating the matching grant. b. The FCT grant portion of funds remaining in the restricted account as a result of early termination of a project grant or from completion of the project at less than anticipated cost shall revert to the Florida Communities Trust Preservation 2000 Trust Fund and be attributed to the bond series out of which the matching grant was made. 14. Notice of Termination may be given by either party according to the provisions for notification in Section I. , paragraph 7 above. If the FCT delivers a Notice of Termination prior to January 5, 1996, such notice shall provide the reason for termination and thirty (30) days for the FCT Recipient to correct any deficiencies or violations that may be the basis of the Notice of Termination. 15. The FCT Recipient hereby agrees to fully comply with the applicable accounting, retention of accounting records, and auditing requirements as described in Rule 9K-5.010-.012, F.A.C. 16. Pursuant to Rule 9K-5.009(h) , F.A.C. , the FCT Recipient hereby agrees to submit quarterly project progress reports until this Contract either expires or is terminated, according to Exhibit "C" attached hereto and made a part hereof. 17. Pursuant to Rule 9K-5.015, F.A.C. , annual stewardship reports to FCT according to Exhibit "D" attached hereto and made a part hereof. GC/93-002-CS1-133A FINAL/3-07-94 6 Page 70 of 95 193 grr'' OFF I 97 1LII g following the guidelines U- fl in 14' it i "A' ,,' `fo a proval by the governing body prior to the release of any funds by the FCT. This plan must include the following: a. At a minimum the management plans shall set forth how the site will be managed to further the purpose of the project, a description of all planned improvements to the project site, the costs and funding sources, and the management entity and its funding source. If the FCT Recipient is not the proposed managing entity, the management plan must include a signed agreement between the FCT Recipient and the managing entity stating the managing entity's willingness to manage the site, the manner in which the site will be managed to further the purpose(s) of the project, and identification of the source of funding for management. b. Evidence that the management plan is consistent with the local comprehensive plan. C. Evidence that the conditions imposed in the grant contract have been satisfied. 8. The governing body shall approve or reject the management plan in accordance with the FCT Recipient's compliance with the grant contract and the requirements of Rule 9K-5.008, 9. The FCT Recipient hereby agrees to fully perform the obligations of the Management Plan approved by FCT. 10. FCT Recipient hereby agrees to provide evidence within thirty (30) days of FCT governing board approval of the management plan that the local match portion, in the amount of Two million one hundred sixty thousand eight-hundred forty-nine and 00/100 Dollars ($2,160,849.00) of the total project costs has been transferred by the FCT Recipient into a restricted segregated account established and used exclusively for the purposes of the funded project. Upon notification to FCT that the restricted account has been established, the FCT funds shall be delivered in the form of a state warrant payable to the FCT Recipient within 30 days. The restricted account shall be the receiving account for the FCT matching grant and shall be subject to the accounting and auditing provisions set forth Exhibit "B" attached hereto and made a part hereof. 11. Pursuant to Rule 9K-5.003(4) , F.A.C. , prior to awarding funds the local comprehensive plan of a FCT Recipient must either be found in compliance by the Department or the FCT Recipient must have executed a stipulated settlement agreement with the Department to resolve all the issues raised by the Department in a statement of intent to find a plan not in compliance issued pursuant to Section 163. 3184, Florida Statutes. FCT Recipient GC/93-002-CS1-P3A FINAL/3-07-94 5 Page 71 of 95 194 829093 RFF EC I l 'n`�E1 096 III. PROJECT SITE ACQUISITION REQUIREMENTS IMPOSED BY CHAPTER 259, CHAPTER 375, AND CHAPTER 390, PART III, FLORIDA STATUTES. 1. Land acquisition procedures of the Monroe County Land Authority, acting on behalf of the Board of County Commissioners of Monroe County, shall be used for the acquistion of the Property hereunder. 2. Any deed whereby the FCT Recipient acquires title to a Project Site shall incorporate by reference the covenants and restriction of this Grant Contract to ensure that the use of the Project Site at all times complies with Section 375.051, Florida Statutes and Section 9, Article XII of the State Constitution and shall contain the following clause providing for the conveyance of title to the Project Site in the Board of Trustees of the Internal Improvement Trust Fund upon failure to use the Project Site conveyed thereby for such purposes: By acceptance of this warranty deed, grantee herein hereby agrees that the use of the Property described herein shall be subject to the covenants and restrictions as set forth in that certain Grant Contract recorded in Official Record Book , Page , Public Records of Monroe County, Florida. These covenants and restrictions shall run with the Property herein described. If any of the covenants and restrictions of the Grant Contract are violated by the grantee or by some third party with the knowledge of the grantee, fee simple title to the Property described herein shall be conveyed to the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida in accordance with the Grant Contract without further notice to grantee, its successors and assigns, and grantee, its successors and assigns shall forfeit all right, title and interest in and to the Property described herein. 3. If any essential term or condition of this grant contract is violated by the FCT Recipient or by some third party with the knowledge of the FCT Recipient and the FCT Recipient does not correct the violation within 30 days of notice of the violation, fee simple title to all interest in the Project Site shall be conveyed to the Board of Trustees of the Internal Improvement Trust Fund. The FCT shall treat such property in accordance with Section 380.508(4) (e) , Florida Statutes. 4. Any transfer of the Project Site shall be subject to the approval of FCT and FCT shall enter into a new agreement with the transferee, containing such covenants, clauses, or other restrictions as are sufficient to protect the interest of the GC/93-002-CS1-P3A FINAL/3-07-94 7 Page 72 of 95 195 820093 FFF EC 1 29 097 people of Florida. 5. The interest, if any, acquired by the FCT Recipient in the Project Site will not serve as security for any debt of the FCT Recipient unless FCT approves the transaction. 6. If the existence of the FCT Recipient terminates for any reason, title to all interest in real property it has acquired with the FCT award shall be conveyed to the Board of Trustees of the Internal Improvement Trust Fund, unless FCT negotiates an agreement with another local government or nonprofit organization which agrees to accept title to all interest in and to manage the Project Site. 7. In the event that the Project Site is damaged or destroyed or title to the Project Site, or any part thereof, is taken by any governmental body through the exercise or the threat of the exercise of the power of eminent domain, the FCT Recipient shall deposit with the FCT any insurance proceeds or any condemnation award, and shall promptly commence to rebuild, replace, repair or restore the Project Site in such manner as is consistent with the Agreement. The FCT shall make any such insurance proceeds or condemnation award moneys available to provide funds for such restoration work. In the event that the FCT Recipient fails to commence or to complete the rebuilding, repair, replacement or restoration of the Project Site after notice from the FCT, the FCT shall have the right, in addition to any other remedies at law or in equity, to repair, restore, rebuild or replace the Project Site so as to prevent the occurrence of a default hereunder. 8. Notwithstanding any of the foregoing, FCT shall have the right to seek specific performance of any of the covenants and restrictions of this Agreement concerning the construction and operation of the Project Site. IV. CONDITIONS RELATING TO THE PROJECT SITE. 1. The Project Site shall be managed only for the conservation, protection and enhancement of natural resources and for public outdoor recreation which is compatible with the conservation, protection and enhancement of the natural resources that may occur on the Project Site, along with other related uses necessary for the accomplishment of this purpose. The proposed uses for the Project Site are specifically stated in Proposal 93- 002-CS1 approved by FCT. 2. The FCT Recipient shall ensure that the future land use designation assigned to the Project Site is for a category dedicated to open space, conservation, or outdoor recreation uses as appropriate. If an amendment to the FCT Recipient's GC/93-002-CSl-P3A FINAL/3-07-94 8 Page 73 of 95 196 829003 HEC, 1 2 Q 7 '6[ 1 098 comprehensive plan is required to comply with this paragraph, the amendment shall be proposed at the next comprehensive plan amendment cycle available to the FCT Recipient. 3. FCT Recipient shall ensure that all activities under this contract comply with all applicable local, state, regional and federal laws and regulations, including zoning ordinances and the adopted and approved comprehensive plan for the jurisdiction as applicable. 4. The FCT Recipient shall, through its agents and employees, prevent the unauthorized use of the Project Site or any use thereof not in conformity with the FCT approved management plan. 5. FCT staff or its duly authorized representatives shall have the right at any time to inspect the Project Site and the operations of the FCT Recipient at the Project Site. 6. All buildings, structures, improvements, and signs shall require the prior written approval of FCT as to purpose. Further, tree removal, other than non-native species, and/or major land alterations shall require the written approval of FCT. The approvals required from FCT shall not be unreasonably with- held by FCT upon sufficient demonstration that the proposed structures, buildings, improvements, signs, vegetation removal or land alterations will not adversely impact the natural resources of the Project Site. The approval by FCT of the FCT Recipients management plan addressing the items mentioned herein shall be considered written approval from FCT. 8. If archaeological and historic sites are located on the Project Site, the FCT Recipient shall comply with Chapter 267, Florida Statutes. The collection of artifacts from the Project Site or the disturbance of archaeological and historic sites on the Project Site will be prohibited unless prior written authorization has been obtained from the Department of State, Division of Historical Resources. 9. The FCT Recipient shall ensure that the Project Site is identified as being publicly owned and operated as a natural resource-based public outdoor recreational site in all signs, literature and advertising regarding the Project Site. The FCT Recipient shall erect a sign(s) identifying the Project Site as being open to the public and as having been purchased with funds from FCT and FCT Recipient. GC/93-002-CS1-P3A FINAL/3-07-94 9 Page 74 of 95 197 0Fr nk 1, 8 2 9 REC 3 1 29 1'Ill 1 0 9 9 v OBLIGATIONS OF THE FCT RECIPIENT RELATING To THE USE OF BOND PROCEEDS 1. If the Project Site is to remain subject, after its acquistion by the FCT Recipient and/or the Trustees, to any of the below listed activities or interests, the FCT Recipient shall provide at least 60 days advance written notice of any such activity or interest to FCT, and shall provide to FCT such information with respect thereto as FCT reasonably requests in order to evaluate the legal and tax consequences of such activity or interest: a. any lease of any interest in the Project Site to any person or organization; b. the operation of any concession on the Project site to any person or organization; C. any sales contract or option to buy things attached to the Project Site to be severed from the Project Site, with any person or organization; d. any use of the Project Site by any person other than in such person's capacity as a member of the general public; e. a management contract of the Project Site with any person or organization; and f. such other activity or interest as may be specified from time to time in writing by FCT to the FCT Recipient. 2. FCT Recipient agrees and acknowledges that the following transaction, events, and circumstances may be disallowed on the Project Site as they may have negative legal and tax consequences under Florida law and federal income tax law: a. a sale of the Project Site or a lease of the Project Site to any person or organization; b. the operation of a concession on the Project Site by any person or organization; C. a sale of things attached to the Project Site to be severed from the Project Site to any person or organization; d. any change in the character or use of the Project Site from that use expected at the date of the issuance of any series of bonds from which the disbursement is to be made; GC/93-002-CSI-P3A FINAL/3-07-94 10 Page 75 of 95 198 F 2 2 0 9 3 RDECF , 2 9 7 Allf I 1 00 e any use of the Project Site by any person other than in such person's capacity as a member of the general public; f. a management contract of the Project Site with any person or organization; and 9- such other activity or interest as may be specified from time to time in writing by FCT to the FCT Recipient. DELEGATIONS AND CONTRACTUAL ARRANGEMENTS BETWEEN THE FCT RECIPIENT AND OTHER GOVERNMENTAL BODIES, NOT FOR PROFIT ENTITIES, OR NON GOVERNMENTAL PERSONS FOR USE OR MANAGEMENT OF THE PROJECT SITE WILL IN NO WAY RELIEVE THE FCT RECIPIENT OF THE RESPONSIBILITY TO ENSURE THAT THE CONDITIONS IMPOSED HEREIN ON THE PROJECT SITE AS A RESULT OF UTILIZING BOND PROCEEDS TO ACQUIRE THE PROJECT SITE ARE FULLY COMPLIED WITH BY THE CONTRACTING PARTY. V1. CONDITIONS PARTICULAR TO THE PROJECT SITE AS A RESULT OF THE FCT APPROVED MANAGEMENT PLAN 1. The FCT Recipient shall perform an archaeological survey of the Snapper Cay site prior to the commencement of proposed development activities on that site. All planned activities involving known archaeological sites or identified site areas shall be closely coordinated with the Department of state, Division of Historical Resources in order to prevent the disturbance of significant sites. 2. Coordination with the Division of Recreation and Parks in the design of the recreation facilities and the overall development of the sites to insure that adequate consideration is given to the containment of stormwater and minimizing negative impacts to the adjacent surface water quality. 3. coordination with bond counsel to insure that activities proposed on the site do not put the tax-exempt status of the bonds at risk. 4. Coordination with the Game and Fresh Water Fish Commission in the design of the recreation facilities and the overall development of the sites to insure that adequate consideration is given to the protection of listed plant species and wildlife habitat. 5. The timing and extent of a vegetative survey of vegetative communities and plant species on the Project Sites shall be specified in the management plan. The FCT Recipient GC/93-002-CSI-P3A FINAL/3-07-94 11 Page 76 of 95 199 829093 R'E'C' I _ 1 7 PAU I 1 0 1 shall detail how the survey shall be used during development of the sites to insure the protection of the natural resources on the project Sites. 6. The wetland communities that occur on the Project Sites shall be preserved and appropriately managed to ensure the long- term viability of these communities. 7. The tropical hardwood hammocks that occur on the Project sites shall be preserved and appropriately managed to ensure the long-term viability of these communities. a. Invasive exotic vegetation that occurs on the Project Sites shall be eradicated. The FCT Recipient shall use the Exotic Pest Plant Counci,l's 1993 List of Florida's Most Invasive Species list to assist in identifying invasive exotic species on the Project Sites. 9. A vegetative buffers shall be provided along the boundary of the Project Sites that interfaces with residential developments. 10. Access to the Project Sites by pedestrians and bicyclists shall be promoted. In the event of a conflict between the terms of the Grant Contract, the Management Plan or the Grant proposal, the controlling document shall be in the following priority: 1. The Grant Contract; 2. The Management Plan; 3. The Grant Proposal. This Contract including Exhibits "A", "B", "Cif and I'D" embodies the entire contract between the parties. IN WITNESS WHEREOF, the parties hereto have duly executed this Contract. MBOYN:—RO E UNTY _ F ORI D UNITIESTRUT LindaLOmi, Shelley, Chair ir Ti Mavar/Chair-an D te: March 3, 1994 Date. � Accepted as to Form and Legal Accepted as to Form and Legal Sufficiency: Sufficiency: Da t e;__a`_ Date: (Seal) GC/93-002-CS1-P3A Attest: Imimy 1- Kolliage, Clerk FTNA1,/3-07-94 12 BY: r .......... Page 77 of 95 200 0 2 0 0 0 3 RO'EC' 1 2' 9 7 i'AF)" I 10 2 STATE OF FLORIDA COUNTY OF LEON The f 9 instrument was acknowledged before me this yeg day of A a0l, 1994, by LINDA LOOMIS SHELLEY, as Chair of the Florida Communities Trust. She is personally known to me. N ry P&:b Pu li r'nt,Na-e- - m iSsl" mission NO. y V Co jS io Commis n Expires: STATE OF FLUIDA COUNTY OF f)JtL)AU�' The foregoing instrument was knowleoged/befpre me this tu day of fflakek— 1994, by,= WVONAA as He\she is personally anown to me. ,S personally Ngtary Pub i -In 17# Print Name. t-1/1 AS 7;kr Commission No. My Commission Expires: ALvtt4 SMITH.JR. ;Npl- My GoMy=WN#CC303545 DSPLS j*29.1997 �-,W BONDEC'm M FAN 1"S"Ra CC/93-002-CSI-P3A FTNAL/3-07-94 13 Page 78 of 95 201 ULJUJJ kLC I LJ 1 UJ "FXIIIHIT A" FLORIDA COMMUNITIES TRUST TECHNICAL ASSISTANCE BULLETIN: 02 WRI77NG A MANAGEMENT PLAN The conceptual management plan submitted as a part of a Florida Communities Trust ("FCT") grant application or proposal serves as a basis for the management plan for project sites purchased with funds from FCT. Materials and information gathered for the application or proposal can and should be reflected in the plan where appropriate. Conditions required in the Conceptual Approval Agreement or Grant Agreement should be incorporated in the management plan. Location map, boundary map, vegetative surveys, site plans, Conceptual Approval Agreement, the recorded deed when it becomes available, and other supporting documents should be included as exhibits or included in the appendix of the management plan for future readers. The following general outline identifies the range of issues to be addressed in the management plan, where applicable. INTRODUCTION AND GENERAL INFORMATION Provide information including the name of the project, the location of the Project site, and other general information such as a brief resource description, and historical information relevant to site management. Provide a table of contents of the management plan. PURPOSE OF THE PROJECT AND MANAGEMENT Discuss the purpose for acquiring the Project Site and proposed future uses consistent with statements made in the application or proposal. Provide a summary of the comprehensive plan directives that would be furthered by managing the site as proposed. Commitments made in the application or proposal and reinforced by conditions of the grant funding must be reflected in the management plan. Identify the principle objectives for managing natural resources and compatible outdoor recreation. Identify a procedure to amend the land use designation to conservation, outdoor recreation, open space, or other similar category once the land is acquired. Include provisions to ensure that the Project Site is identified in all signs, literature, and advertising as being publicly owned, open to the public and operated as a natural resource conservation area, outdoor recreation area, or other appropriate descriptive language, and identifying the Project Site as having been purchased with funds from the FCT and the Recipient. Rev. Page 79 of 95 202 329093 REC 9l PAR 104 SITE DEVELOPMENT, IMPROVEMENTS AND ACCESS Incorporate a provision for requesting written approval from the FCT before undertaking any site alterations or physical improvements that are not addressed in the FCT approved management plan. physical Improvements Identify and locate existing and proposed physical improvements to the Project Site on a master site plan. These might include such gronds things as signs, fences, walkways, recreational paths, caaPeasuand� restrooms, educational space, utility corridors, parkin g buildings. Identify any proposed alteration of land use or character, the approximate area affected and how this activity will be coordinated with the protection of listed plant and animal species. Identify any permits or approvals that may be required for the development or restoration work and a procedure for providing evidence to the FCT prior to the initiation of any activity that all required licenses and permits have been obtained. Include the placement of at least one sign identifying the Project Site as being open to the public, purchased with funds from FCT and the Recipient, operated as a natural resource conservation area, outdoor recreation area, or other appropriate descriptive language. Access Identify how access to the Project Site will be provided. For example, are parking places proposed on-site, and if so, approximately how many spaces or how much area will be devoted to this use? If parking is not proposed on-site, are there existing or proposed spaces adjacent to or sufficiently near the property? Identify any proposed access to waterbodies including, but not limited to, marinas, docks, boat ramps, fishing piers or viewing platforms and the approximate size of the facility. Consider providing bike paths to the site and bike racks at the site to provide an alternative to automobile transportation to the Project Site. Access to Project Sites should be compatible with all state and federal construction standards, including the Americans with Disabilities Act. Identify existing and proposed easements, concessions, or leases. If easements, concessions, or leases are anticipated to be granted on the Project Site, such proposed arrangements need to be identified. These might include utility rights-of-way, flowage or access easements, recreation or supply concessions, and leases or other instruments that would allow grazing, timbering, agriculture, or other revenue producing enterprises. Include a procedure to provide 60 days prior written notice and information regardinq any lease of any interest, the operation of any concession, any sale or option, any use other than by a member Rcv. Page 80 of 95 203 •• " •• ALA 1 G . � 1• 111 I V J �t the p u b I ir, .ind management cont_r<+cts of the i'roject Site with ncni-yovcrnmentiil persons or orctaniz.at�ions. KEY MANAGEMENT ACTIVITIES Maintenance: Identify required maintenance activities, including but not limited to trash removal, site cleanup, and facilities upkeep. Identify the entity responsible for property maintenance. Identify procedures to ensure that dumping of trash or hazardous material does not occur on or adjacent to the Project site. Identify contemplated service contracts with private concerns such as garbage removal, restroom cleaning, security guards, etc. security: Identify the parties responsible for preventing vandalism, trespassing, and other property damage. Identify measures to protect the Project Site and the public using the site such as on-site manager, security guards, neighborhood watch, emergency phones, etc. Staffing: Identify the expected staffing requirements for management of the Project Site including both permanent and volunteer staff. Natural resource protection: Identify the natural resources at the Project Site and the issues, problems, and proposed management techniques associated with protection of those natural resources. Management techniques should include, but not be limited to, a baseline survey of listed plant and animal species, protection of listed plant and animal species, protection of imperiled or critically imperiled vegetative communities, protection of geological features, protection of surface water and groundwater quality and hydrology and prescribed burns. Identify monitoring activities to insure the continued viability of vegetative communities and listed species found on the Project Site. The monitoring plan should include periodic surveys of the vegetative communities, listed plant species, and listed animal species found on the Project Site. Provide for forwarding survey information on the occurrence of listed plant and animal species to the Florida Natural Areas Inventory. Resource restoration and enhancement: Identify the primary components of the Project Site enhancement and restoration effort, if any. These might include removal of invasive exotic plant species, removal of feral animals, restoration of wetlands, improvement of surface water quality, recovery plan for listed species, and restoration of uplands habitat. This section should include a time frame for implementing and completing the activities and a monitoring program to insure success of the resource enhancement activities. Identify parts of the property that require different degrees or types of enhancement management. Archeological and historical resource protection: Identify any archeological or historical sites on the Project site and the primary components of managing the archeological or historical Page 81 of 95 204 829093 SEC' I 1 06 I e>:. Outline procedures to protect archeoI()cjicaI or historical sates that may be identified in the future. Incorporate a provision that if any archaeological and historic resources are discovered at the Project Site, the Recipient shall comply with the provisions of chapter 267, Florida Statues specifically Sections 267.061 (2) (a) and (b) . Provide for coordination with the Division of Historical Resources, Florida Department of State. coordination: Explain how the management of the site will be coordinated with other adjacent land owners and other resource protection agencies. For example, in the case of prescribed burns, what measures will be used to minimize impacts on nearby residential properties? Identify measures to protect the Project Sites from adjacent off-site activities that might impact resources on the Project Site such as pesticide spraying on adjacent property, water treatment facility discharging into creeks flowing through Project Site, etc. Include provisions to coordinate with other agencies for appropriate guidance, recommendations, and necessary permits that may be related to the Project Site, such as the following: the Florida Game and Fresh Water Fish Commission and U.S. Fish and Wildlife Service to avoid impacts to listed species; the Water Management District and Department of Environmental Protection to ensure that development of the Project Site is done in a manner to protect or improve water quality; the Division of Forestry and the Game and Fresh Water Fish Commission on the implementation of a prescribed burn program; other local, state, or federal agencies special management plans, if appropriate. COST ESTIMATE AND FUNDING SOURCE Identify the estimated costs of the various development and management activities outlined in the management plan. For review and analysis purposes, the estimated costs should be separated into the same categories as the identified activities. Identify the entity that will pay for development and management of the Project Site and some measure of the commitment or capacity to provide these monies. For example, adequate personnel and resources in the local parks and recreation department may exist to address the added burden associated with the Project Site. Identify any citizen organization or non-profit groups committed to providing services or funding and a measure of commitment or capacity to provide these services. PRIORITY SCHEDULE Identify a proposed time line for implementing the development and management activities of the management plan based on established priorities and the availability of funds. Provide a graphic display of the implementation time lines. Rev. Page 82 of 95 205 MONITORING 8 2 9 0 9 3 RUC' I _ 9 7 PAGGI I 10 7 Identify procedures for assessing progress in achieving goals set forth in the management plan such as the percentage of property restored, inventory of species using the Project Site, etc. Identify procedures for periodic amendment to the management plan, when appropriate. Include a provision acknowledging responsibility for preparing an annual stewardship report to the FCT, due on the anniversary date on which the Project Plan was approved by FCT. Rev. 3/4/94 5 Page 83 of 95 206 F $ 29093 Z C' I z 9 7 PA�;[I 10 8 Exhibit I'D" Rule 9K-5.010 Accounting Requirements. The grantee shall maintain an accounting system which provides for a complete record of the use of all funds connected with the grant. This accounting system shall provide for: (1) Accurate, current, and complete disclosure of the financial results of the grant. (2) Records that identify adequately the sources and application of funds for all activities related to the grant. In the absence of a proper accounting system with accounts for source and application of funds, a separate checking account may be used. (3) Effective control over and accountability for all funds, property, and other assets, (4) Comparison of actual outlays with amounts in budget. (5) Procedures to minimize the time elapsing between the transfer of funds from the Trust and the disbursement by the grantee. (6) Procedures for determining reasonableness, allowability, and allocability of costs. (7) Accounting records that are supported by source documentation, for example: invoices, bills, canceled checks. (8) An independent audit performed in accordance with Section 11.45, Florida Statutes, and rules of the Auditor General of the State of Florida. Such audits should be conducted at least every two (2) years. Specific Authority 259.101, 374.045, 380.507(11) , F.S. Law Implemented 259.101, 375.045, 380.510, F.S. History--New 6-30-93. Rule 9K-5.011 Retention of Accounting Records. (1) Financial records, supporting documents, statistical records, and all other records pertinent to a grant shall be retained for a period of three years after the end of the grant period or until an audit is completed. If any litigation, claim, or audit is started before the expiration of the three year period, the records shall be retained until all litigation, claims, or audit GC/93-002-CS1-P3A FINAL/3-07-94 Page 84 of 95 207 8 2 9 0 9 3 80 Er I, , 2 9 7 1'A j[L I 1 09 findings involving the records have been resolved. (2) The grantee shall make all grant records of expenditures, copies of reports, books, and related documentation available to the Trust, the Department, or any duly authorized representatives of the state for inspection at a reasonable time for the purpose of making audits, examinations, excerpts, and transcript. Specific Authority 259.101, 374.045, 380.507(11) , F'.S. Law Implemented 259.101, 375.045, 380.510, F.S. History--New 6-30-93, Rule 9K-5.012 General Audit Procedures. The Trust shall develop a monitoring and audit schedule at the beginning of each grant year to insure the adequate monitoring and audit of selected grantees. All grantees that receive a matching grant shall provide for examinations in the form of audits of their books and accounts. This does not mean that each grant shall be audited separately. The grantee may provide for a general audit of its books performed in accordance with Section 11.45, Florida Statutes, that would include the grant. The Trust may, at its option, perform selected or complete audits of grants or grantees. The potential for such an audit increases when one of the following circumstances or conditions exist; (1) First year grantees; (2) Where a grants administrative official of the Department or Trust determines that a grant report indicates that a provision of the grant requirements has not been met or a grant report has not been filed by the grantee; (3) The grantee has a history of poor performance under a Trust grant; (4) The grantee is under investigation by another granting agency. Specific Authority 259.101, 374.045, 380.507(11) , F.S. Law Implemented 259.101, 375.045, 380.510, F.S. History--New 6-3,0-93. GC/93-002-CSI-P3A FINAL/3-07-94 2 Page 85 of 95 208 2 9 0 9 3 R,E,CF EXHIBIT "C" QUARTERLY PROGRESS REPORT Please fill in all Project identification information as requested. The performance reports will be cumulative in terms of information presented, but the Quarterly Report Period should indicate only the date of the current quarterly period being submitted. Project Description should be a maximum of two paragraphs, identifying the problem which this, project addresses, the proposed solution, implementation, or other proposed outcome of the project. Please identify any partners working with the Recipient. Project Acquisitions should list and briefly describe all acquisitions identified in the Grant Proposal and Contract. Project Progress by Ouarter should become a cumulative report throught the life of the project. Please address specific progress made toward completion or satisfaction of each acquisition. The acquisition itself need not be reiterated, but the acquisition numbers should correspond with the Project Acquistion numbers identified in the Project Acquisition section above. Please identify completion of each acquisition where appropriate. PROJECT NAME: FCT RECIPIENT: PROPOSAL NUMBER: PROJECT MANAGER: EFFECTIVE DATE OF AWARD: QUARTERLY REPORT PERIOD: PROJECT DESCRIPTION: GC/93-002-CSI-P3A FINAL/3-07-94 Page 86 of 95 209 8 2 9 0 9 3 RIC 11F 1 2 9 7 PHE I I I I PROJECT ACQUISITIONS: Acquisition 1. Acquisition 2. Acquisition 3. (List all acquistions listed in grant Contract.) PROJECT PROGRESS BY QUARTER: 1st Quarter (dates) Acquisition 1. Acquisition 2. Acquisition 3. (Describe any project implementation problems encountered, if applicable.) end Quarter (dates) Acquisition 1. Acquisition 2. Acquisition 3. , (Describe any project implementation problems encountered, if applicable.) 3rd Quarter (dates) Acquisition 1. Acquisition 2. Acquisition 3. (Describe any project implementation problems encountered, if applicable.) 4th Quarter (dates) Acquisition 1. Acquisition 2. Acquisition 3. (Describe any project implementation problems encountered, if applicable.) GC/93-002-CS1-P3A FINAL/3-07-94 2 Page 87 of 95 210 8 2 9 E13 3 or 2 J 7 i;�GE'I l 12 EXHIBIT "D" ANNUAL STEWARDSHIP REPORT REQUIREMENTS CC/93-002-CS7-P3A FINAL/3-07-94 3 Page 88 of 95 211 829093 °EE 7 i,1i;t1 1 13 EXHIBIT "D" ANNUAL STEWARDSHIP REPORT REQUIREMENTS Rule 9K-5.015, Florida Administrative Code requires the Recipient of a grant award from the Florida Communities Trust (FCT) to prepare an annual stewardship report due on the anniversary of the date on which the project plan was approved by the FC7 governing body. The annual stewardship report evaluates the Recipient's implementation of the approved management plan and verifies that award conditions are being followed, that uses and management of the project site are compatible with the protection of natural resources, and that monitoring and survey information is used to refine management of the project site. At a minimum, the format and content of the proposed report should include a table of contents; numbered pages; a section summarizing the status of site development and key management activities; a section identifying gross revenue received through fees, sales and concessions if any; a section assessing new information and outlining changes needed to update the adopted management plan; and any appropriate supporting documents as attachments. The section summarizing site development and key management activities should address the status of each activity proposed in the management plan approved by the FCT. These activities should include all physical improvements, maintenance, security, vegetation and animal surveys, exotic species control program, educational program, prescribed burn program, and any other activity proposed in the management plan. This information can be presented in summary form as shown below. Example Table: SUMMARY OF SITE DEVELOPMENT AND MANAGEMENT ACTIVITY MANG.PLAN ON BEHIND CONTINU- COMPLETED PAGE NO. SCHEDULE/ SCHEDULE ING NOT BEGUN Any activity that is behind schedule must include a brief statement explaining the reason for the delay and a new target date for its completion. Completed activities should include a brief statement explaining the end result. The section identifying gross revenue received through the collection of fees, sale of goods and services and other means should identify the activity involved, the managing entity receiving income and the gross amount of income received. This information can be presented in summary form as shown below. Example Table: SUMMARY OF REVENUE RECEIVED ACTIVITY MANAGEMENT ENTITY GROSS AMOUNT RECEIVED 00" IIl��II�i 1yily.MO (lANNY t. Pax HA*(- C1N k(*-(Ilk (lour( Page 89 of 95 212 Individual insurance items in this Exhibit may be deleted by the County's Risk Manager if rendered unnecessary or redundant by insurance obtained by contractor(s) or subcontractor(s). Page 90 of 95 213 EXHIBIT "C" General Insurance Requirements for Organizations/Individuals Leasing County-Owned Property Prior to the Organization or Individual taking possession of the property owned by the County, or commencing its Management operations, the Organization/Individual shall obtain, at his/her own expense, insurance as specified in the attached schedules, which are made part of this lease/rental agreement. The Organization/Individual will not be permitted to occupy or use the property until satisfactory evidence of the required insurance has been furnished to the County as specified below. The Organization/Individual shall maintain the required insurance throughout the entire term of this lease/rental agreement and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate termination of the lease/rental agreement and the return of all property owned by the County. The Organization/Individual will be held responsible for all deductibles and self-insured retentions that may be contained in the Organization/Individual's Insurance policies. The Organization/Individual shall provide,to the County,as satisfactory evidence of the required insurance, either: • Certificate of Insurance or • A Certified copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify thatthey are not subjectto cancellation,non-renewal,material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the Organization/Individual's insurance shall not be construed as relieving the Organization/Individual from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, will be included as "Additional Insured" on all policies. They will also be named as "Loss Payee"with respect to Fire Legal Exposure. Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled"Request for "Waiver of Insurance Requirements" and approved by Monroe County Risk Management Department. Page 91 of 95 214 GENERAL LIABILITY INSURANCE REQUIREMENTS FOR LEASE/RENTAL OF PROPERTY OWNED BY THE COUNTY FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the Organization/Individual taking possession of the property governed by this lease/rental agreement, the Organization/Individual shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability • Fire Legal Liability (with limits equal to the fair market value of the leased property.) The minimum limits acceptable is: $5,000,000 Combined Single Limit(CSL) An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition,the period for which claims may be reported should extend for a minimum of twelve months following the termination of the Lease/Rental Agreement. The Monroe County Board of County Commissioners will be named as Additional Insured and Loss Payee on all policies issued to satisfy the above requirements. Page 92 of 95 215 BUSINESS AUTOMOBILE LIABILITY INSURANCE REQUIREMENTS FOR LEASES/RENTALS OF COUNTY-OWNED PROPERTY FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the Organization/Individual taking possession of the property governed by this lease/rental agreement, the Organization/Individual shall purchase Business Automobile Liability Insurance. Coverage shall be maintained throughout the life of the Lease/Rental Agreement and include, as a minimum, liability coverage for: • Owned, Non-Owned, and Hired Vehicles • Physical Damage Protection (if the leased property is a County-owned vehicle) The minimum limits acceptable is: $300,000 Combined Single Limit(CSL) ACV for Physical Damage The Monroe County Board of County Commissioners will be named as Additional Insured on all policies issued to satisfy the above requirements. In addition, if the lease/rental agreement involves County-owned vehicles, the Monroe County Board of County will be named a"Loss Payee"with respect to the Physical Damage protection. Page 93 of 95 216 WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor will obtain Workers' Compensation Insurance with limits sufficient to respond to applicable Workers' Compensation state statutes and the requirements of Chapter 440, Florida Statutes. In addition, the Contractor will obtain Employers' Liability Insurance with limits of not less than: $500,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease,policy limits $500,000 Bodily Injury by Disease, each employee Coverage will be maintained throughout the entire term of the contract. Coverage will be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self- insurer, the County may recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance,providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition,the Contractor may be required to submit updated financial statements from the fund upon request from the County. Page 94 of 95 217 MONROE COUNTY, 1100 SIMONTON STREET, KEY WEST, FL 33040 SHALL BE NAMED CERTIFICATE HOLDER AND AS AN ADDITIONAL INSURED ON ALL POLICIES EXCEPT WORKER'S COMPENSATION. Indemnification, Hold Harmless and Defense. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Lease, Contractor shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and against(i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage,fine,penalty or business interruption, and(iii)any costs or expenses (including attorney's fees)that may be asserted against, initiated with respect to, or sustained by, any indemnified parry by reason of, or in connection with, (A) any activity of Contractor or any of its employees, agents, contractors or other invitees during the term of this Agreement, (B)the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or omission of Contractor or any of its employees, agents, sub-Contractor's or other invitees, or (C) Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than Contractor). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Lease, this section will survive the expiration of the term of this Lease or any earlier termination of this Lease. In the event that the term of this lease is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this AGREEMENT. Page 95 of 95 218 Operation and Management Services for Jacobs Aquatic Center, Key Largo Selection Committee Meeting Thursday, December 21, 2023, 9:00am—via Zoom webinar Monroe County Staff Present: Breanne Erickson Tammy Acevedo Suzi Rubio Kevin Wilson John Allen Nathalia Archer Members of the Public Present: Yuri Mikolay—ORCF Sheilah Cane Maykel Rodriguez Richard Weinstein Breanne Erickson began the meeting by introducing selection committee members; Kevin Wilson,John Allen and Suzi Rubio. Ms. Erickson stated that Monroe County is bound by the Sunshine Laws and therefore no discussion of the proposals has occurred between the committee members prior to this meeting. It was also noted that there was an irregularity with the proposals submitted in Bonefire and one proposal did not have a bid amount listed on the actual proposal but the proposal did list the bid amount in Bonfire. All committee members were made award and were able to locate the bid amount in Bonfire. Ms. Erickson called for discussion of proposals. Pool Management LLC Kevin Wilson began the discussion by noting that their proposal had no acknowledgement of revenue. He stated that the proposal had lots of rates for various positions, some of which should have been part of the basic scope per the RFP. He stated that Tab 1 had no details,there was no qualifications of staff given. He noted that the Financial looked okay and they appeared to be financially solvent. He stated that the proposal cost excluded chemicals, opening/closing of the facility which were items required as part of the RFP.John Allen agreed with Mr. Wilson and stated that he felt that they appeared more like they just provide lifeguard services as opposed to fully management of the entire pool and facility. Suzi Rubio stated that she did an estimate of what the cost would be if all the various expenses were added into the proposal including hiring 20 staff, cost of uniforms, cost of certifications, etc. which would add $960,000 to the proposal cost. Stand Guard Aquatics, Inc. Ms. Rubio stated that the proposal addressed all requirements of the RFP and she was satisfied with the proposal. She stated that she was slightly concerned because the company was based out of Georgia but noted that they do work in other states. She appreciated that one of the owners would be managing the facility. Mr. Allen was impressed by the software program for managing chemicals. He noted that the references were great and the proposal checked a lot of boxes for him. Mr. Wilson had some 219 reservations about the company. He noted that their pricing was detailed, however the proposal indicated that the facility would be closed on federal holidays which was not acceptable to the County. He noted that Tab 3 provided good details about the director and other positions, but those individuals would only be staff during the beginning of managing the facility. USA Management LLC Mr. Allen noted that they provided a unique drowning prevention program from other proposals and was interested in the implementation and workings of that program. Mr. Allen remarked on his experience with aquatic safety and noted that this company's training was spot-on and their lifeguard locations were very good and detailed. He noted that they proposed offering scholarships to the community and showed a lot of community involvement. Mr. Allen also felt the proposed fees were confusing as there were a lot of add-ons including a gate attendant, uniforms, etc.The proposal was piecemeal as opposed to the full management of the facility. Mr. Wilson stated he was unimpressed. He appreciated the detail of the programs but there was no pricing provided, very little background on staff certifications. He noted that the annual fee doesn't include chemicals, other staffing, uniforms and if all those items were added in,the proposal fee would be much higher. Ms. Rubio agreed and noted that they did not provide daily rates for users as requested by the RFP. She also noted that the cleaning of the pool was not included,gate attendant not included, certifications not included, etc. Ms. Rubio also stated that she discovered that their Georgia license had been revoked due to not reapplying,that they had no license in Florida, and their Florida location was just a UPS store. She noted that this was more of a lifeguarding only proposal as opposed to management of the facility. YMCA of South Florida Mr. Wilson expressed disbelief at the proposal cost of$2.4 million. He noted that they had a very well developed program and that members would have access to other YMCA locations. Mr.Wilson also noted that there was no specific staff listed in Tab 3,that their financials were good and solvency is not an issue. He stated that it was a clean proposal but the fee was very high. Ms. Rubio was also taken aback by the cost which was over half the annual budget for the Parks Department. She noted that the proposal did not include pricing for children under 13 as requested in the RFP. She stated that while she liked the proposal the cost was so far over what the County could afford. Mr. Allen agreed and was also shocked at the price. He noted that they provide very good programs and were the standard for swim and safety but that the cost was not affordable. One Stop Aquatic Safety, LLC Ms. Rubio stated that they were semi-local as they are based out of Miami. She stated that they were qualified to do the work and provided most of the information requested by the RFP. She noted that the cost was more than the County could afford but they were a one-stop-shop and could provide all required services. Mr. Allen agreed and noted that they had terrific enhancement programs and provided a complete proposal but that the fee was high. Mr. Wilson was impressed that they included their facility manual in the proposal. He noted that they were the only proposer who forecasted revenues. He liked that they included lots of fee rates including daily&weekly rates, lane rentals, summer camp programs, etc. He noted that they clearly had done a deep financial analysis and put in lots of time and effort. He stated that one of the references had selected this company multiple times over the years. 220 The selection committee members then had a discussion about the costs of all of the proposals including determining the estimated full cost of all requested services for each proposer and also how the expenses would impact the budget of the Parks Department. Ms. Erickson asked if any member of the public wished to speak and having none asked each selection committee member to read their scores and ranks for each proposal. (see final ranking sheet) Meeting adjourned at 10:00 am. 221 N1 1 L(11 -,1 1 pl N1 p l �,(�1N oo � 1 I 1 1 1 1 1 1 1 1 N I 1 :)llenbV dojS aupl i 1 1 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 rn ep!jol jl 1 L.D M i i Ln N i i �i �i 00 cr) 1 1 1 1 1 1 1 1 1 1 r I 1 1 I 1 1 1 1 1 1 1 1 I 1 yjnoS jo VDA/kl l l l l l l l l l l l 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 ----------------------1 I 1 1 1 1 1 1 1 1 I 1 1--T----T---T---r----T----r--T-----7----7-- ---r--T-- w 1 1 1 M 1 N 1 M M M H �lli i Ni i i i i i �i i �i `�i N N N Z 1 I 1 1 1 1 1 1 1 1 I 1 O O O 1 I 1 1 1 1 1 1 1 1 I 1 w ivawa eueA V$nl 1 1 1 1 1 1 1 1 1 1 1 N N N U 1 I 1 1 1 1 1 1 1 1 I 1 \ \ \ cu 1 I 1 1 1 1 1 1 1 1 I 1 N N N 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 \ \ \ 1 I 1 1 1 1 1 1 1 1 I 1 N a-a N Ca N Ca Q 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 Q •JuISJllenbV! 1 Lni Oi Ni i Lni -'i Oi 'ti� 1 1 001 1 1 i n 1 I 1 00 1 1 N I I N 1 I 1 1 1 1 1 1 1 1 N I 1 m 1'� 1 I 1 1 1 1 1 1 1 1 I 1 paeng f'�'�elSl I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 O 1 I 1 1 1 1 1 1 1 1 I 1 U 1 I 1 1 1 1 1 1 1 1 I 1 Q 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 � W 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 (n w 1 I 1 1 1 1 1 1 1 1 I 1 V,J J 2 1 I 1 1 1 1 1 1 1 1 I 1 v w N ---------------------- --f---- ---i---F---- ----f-- -----�-7 -- ---h--�-- Ln > (D Dll 'WOWDOeueWl 1 mi �i i Oi �i i �i �i pM -1 L. O Z 1 1 I 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 w 00 1 1 1 1 1 1 1 1 1 1 1 1 N 1 I 1 1 1 1 1 1 1 1 I 1 Q Z 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 --iQ 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 1 I 1 1 1 1 1 1 1 1 I 1 wZ V,J 1 I 1 1 1 1 1 1 1 1 I 1 C J 1 I 1 1 1 1 1 1 1 1 I 1 G Q 1 I 1 1 1 1 1 1 1 1 I 1 w z 1 I 1 1 1 1 1 1 1 1 I 1 ----------------------1--T----T---T---r----T----r--T-----7----T-- ---rn r--T-- 1 11 1 1 1 1 1 1 1 I 1 0 O O L.L 1 I 1 1 1 1 1 1 � O 1 1 I 1 O C O Q 1 I 1 1 1 1 1 1 1 1 I 1 : O Z i i Oi �i i Oi Oi i •Oi Oi i i o No c o Q 1 11 1 1 1 1 1 1 �1 I 1 C M Oi 1 I 1 1 1 1 1 1 1 1 I 1 Q 1 I 1 1 1 1 1 1 1 1 I 1 c 1 I (0 1 1 1 (10 1 1 1 C t() Q 1 I }•i 1 1 1 },�1 1 1 }•i 1 1 I 1 N � �} t N 1 I 1 1 1 1 1 1 1 1 I 1 L > L O L z 1 I Q 1 1 1 01 1 1 QI 1 I 1 (n O cu N � -� O cu 1 I 1 1 1 1 1 1 1 1 I 1 N E -� E N E N 1 I 1 1 1 1 1 1 1 1 I 1 N � cu N ccu O1 I 1 1 1 1 1 1 1 1 I 1 G _ 1 I 1 1 1 1 1 1 1 1 I 1 cc cc 1 I 1 1 1 1 1 1 1 1 I 1 O)M G a1 G 21 N NN N Q 1 I 1 1 1 1 1 1 1 1 I 1 O .N N O 1 I 1 1 1 1 1 1 1 1 I 1 T O T 1 I 1 1 1 1 1 1 1 1 I 1 — N T N — N w 1 I 1 1 1 1 1 1 1 1 I 1 4- N 4' +' �_ . N �_ l O i i i 1 i i i 2u C sT W m eo cEu O 1 I O I 1 1 1 1 1 1 1 I 1 0 0 C d 0 00 O E E E 1 I 1 1 1 1 1 1 1 1 I 1 O O O 1 I 3 1 1 1 1 1 1 Q I 1 I 1 U U U 1 I �N 1 1 1 •�1 1 1 S I 1 I 1 O O O i i 3 i i i O i 1 1 O l i i i 4, 4, 4, 1 I �1 1 1 YI 1 1 11 1 I 1 U mil U U 1 I 1 1 1 1 1 1 1 1 I 1 ��i ••• 1 I 1 1 1 1 1 1 1 1 I 1 cu cu 1 I 1 1 1 1 1 1 1 1 I I Y 1 I 1 1 1 1 1 1 1 1 [�I I ^^,, 1 i i i i i 1 1 iYiZ W N N N yZji i Ui i i Ui i i MUi i ZIZi� O O 1 I 1 1 1 1 1 1 1 1 I 1 cu Zi i Oi i i Oi i i Oi i ai �iJ � � ^ � Q1 1 3 1 1 1 3 1 1 1 3 1 1 J 1 J I Q 7 f I I 1 1 1 1 1 1 1 1 I 1 A' Ca Ca � � Ca ai i Oi i i Oi i i Oi i QiQiLU ' c (�1 I •�1 1 1 •�1 1 1 •�1 1 �I �1 L J J � c c O c W 1 I �1 1 1 �1 1 1 �1 1 O 101> a Q a Q a Q 1 I 1 1 1 1 1 1 1 1 I 1 222 DATE(MM/DD/YYYY) A�Rom® CERTIFICATE OF LIABILITY INSURANCE 1/1/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Donald Morgan Morgan&Associates Insurance Group GA PHONE 7709178477 8667136171 g p- A/C,No,Ext: (A/CFAX,No): PO Box 5813 ADDRESS: dmorgan@maginsurance.com INSURER(S)AFFORDING COVERAGE NAIC# Douglasville GA 30154 INSURER A: KINSALE INSURANCE COMPANY 20010 INSURED INSURER B: STARNET INSURANCE COMPANY Standguard Aquatics Inc INSURER C: ACCEPTANCE IND INSURANCE 5665 Atlanta Hwy INSURER D: Ste 103-168 INSURER E: Alpharetta GA 30004 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADEETT- OCCUR PREMISES(Ea occurrence) $ 100,000 Pool maintenance MED EXP(Any one person) $ 5,000 A Life Guard Services Y 0100236475-0 04/20/2023 04/20/2024 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 x POLICY ❑PE� ❑LOC PRODUCTS-COMP/OP AGG $ 1,000,000 X OTHER: Contractual Liability $ AUTOMOBILE LIABILITY (Ea accident) $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED AUTOS ONLY AUTOS 0100236475-0 04/20/2023 04/20/2024 BODILY INJURY(Per accident) $ HIRED �/ NON-OWNED $ AUTOS ONLY /� AUTOS ONLY (Per accident) x UMBRELLA LAB �dCLAIMS-MADE OCCUR EACH OCCURRENCE $ 4,000,000 C EXCESS LAB Y EMM0001262 00 04/20/2023 04/20/2024 AGGREGATE $ 4,000,000 DED RETENTION$ $ WORKERS COMPENSATION ER OTH- x STATUTE ER ND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ 1,000,000 B OFFICER/MEMBER EXCLUDED? Fy] N/A BNUWC0159934 05/25/2023 05/25/2024 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 Y DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The Monroe County Board of County Commissioners are listed as additional insureds and Loss payees �, ua q 1 2.24 WAPM W ' . yft- '" CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Monroe County BOCC ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street AUTHORIZED REPRESENTATIVE 00'.44 J Marla- Key West FL 33040 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 223