Item E10BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: DECEMBER 20, 2006 Division: TDC
Bulk Item: Yes X No _ Department:
Staff Contact Person: Maxine Pacini
AGENDA ITEM WORDING:
Approval of an Amendment to Agreement with the Florida Keys Land and Sea Trust, Inc. to revise
Exhibit A for cost allocations.
ITEM BACKGROUND:
PREVIOUS RELEVANT BOCC ACTION:
BOCC approved original Agreement at their meeting of October 19, 2005
BOCC approved Amendment to Agreement at their meeting of June 21, 2006
CONTRACT/AGREEMENT CHANGES:
Amendment to revise Exhibit A to reflect changes in cost allocations
STAFF RECOMMENDATIONS:
Approval
TOTAL COSM300,000 BUDGETED: Yes X No
COST TO COUNTY:$300,000 SOURCE OF FUNDS: TDC
REVENUE PRODUCING: Yes X No AMOUNT PER MONTH
APPROVED BY: County Atty X OMB/Purchasing X
DOCUMENTATION: Included X Not Required
DISPOSITION:
Revised 8/06
Year
Risk Management X
AGENDA ITEM #
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Florida Keys Land & Sea
Contract #
Trust Inc.
Effective Date:
10/19/05
Expiration Date:
1/31/07
Contract Purpose/Description:
Approval of an Amendment to Agreement
with the Florida Keys
Land and Sea Trust,
Inc. to revise Exhibit A for cost allocation.
Contract Manager: Maxine Pacini
3523 TDC # 3
(Name)
(Ext.)
(Department/Stop #)
for BOCC meeting on 12/20/06
Agenda Deadline
12/5/06
CONTRACT COSTS
Total Dollar Value of Contract: $ 300,000 Current Year Portion: $
Budgeted? Yes® No ❑ Account Codes : 119-79040-530340-T69B-570-Y-530340
Grant: $
County Match: $ - - -
Estimated Ongoing Costs: $_
(Not included in dollar value above
ADDITIONAL COSTS
/yr For:
CONTRACT REVIEW
Changes
D to In Needed
Division Director l/
� Yes❑ Noa
Risk Management
rt
Yes❑ NeET
Y
9
O.MM..B./Pure a%ng
N 'ey Yes❑ Noe
County Attorney
i44�z Yes❑ No['
Comments:
OMB Form Revised 2/27/01 MCP #2
utilitie
S.Grimsley
etc
Date Out
Nov 22 06 05:29p FL Keys Land a Sea Trust 305-743-6946 p.2
II-ZZ-ZUU5 10:48am From -TOURIST OEVELONENT COUNCIL T-3T6 P.001/006 F-700
AMENDMENT t2nd AMtNQMtN I )_ I V AUK!;Ls r_N 1
THIS AMENDMENT to agreement dated the day of 2006, is entered into by and between
the Board of County Commissioners for Monroe County, on behalf of the Tourist Development Council, and
Florida Keys Land and Sea Trust, Inc.
WHEREAS, there was a contract entered into on October 19, 2005, and Amended on June 21, 2006
between the parties, awarding $300,000 to Florida Keys Land and Sea Trust, Inc. for the Beautification and
Enhancement, Phase 1A and Phase 1 B at Museums and Nature Center of Crane Point: and
WHEREAS, Exhibit A needs to be revised to reflect a change to the cost allocation for each segment
of the
project;
NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to
the amended agreement as follows:
1. Exhibit A of the Agreement dated October 19, 2005 and Amended on June 21, 2006 shall be revised,
and attached hereto.
2. The remaining provisions of the contract dated October 19, 2005 and amended June 21, 2006
remain in full force and effect.
written. IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above
(SEAL)
Attest: Danny L. Kolhage, Cleric
Deputy Clerk
(CORPORATE SEAL)
Attest:
By.
Secretary
Print Name
OR TWO WITNESSES
(1)
(1)
Print Name
Amcndmunt R2
Florida Keys Land & Scu Trust, Inc, FY 2006 Funding
Board of County Commissioners
of Monroe County
Mayor/Chair rnan
Florida Keys Land and Sea Trust, Inc.
P ident
eZ Z:; q
Print Name
(2)
(2) MONROE COUNTY ATTORNEY
Print Name APPROVE CI A5 FORM,.
I i
SUSAN M. GAAASI EY
ASSISTANT COUNTY ATTORNEY
Date i I - 4 9 C6 _
r
H
_m
W
0
U
D
m
W
O
a
O
CW
G
Q
z
Ln
O
N
O O O
0
Q
O
0 0
0 O O
N
�—
�
O
I"'�
N
O
1� �
-O 1�
b9- bor
bor
Nth
e!} e!}
e!-)- b! b!
0
m
N
O)
O
C
LL
X
O
W
O
U
Q
F-
---------------------------------------------------------------------------------------------------------------------------------
000
0
0
00
LO000
0
`n
LOLO
O
O
00
�000
0
Cal 04
i
O
vi O
04 CV L6
,i
b9- b9-
b9- b9-
O
O
U
O
015
N
a�
a�
a�
N y--
Q
x
O
V)
C
in
Q D
C
J
Q
O
W
N
(1)
L
D_
O
N
U
O
c
N 15
N
n n
D Z D O c
_
O
N
ii
O
a D U N N O
L�-
Q O
O Q�
w
ji
N -
U
O � O)•-
'U
-II C N N
D
=
U C
O U •- •-
�•��
'- xx
- �UJV�u-
v>F
O UCLmWW
0 00 0 0 LO 0
LO
0 00 0 0
r�l
clq q � LQ
LO
0 00 CN 10 cNq
C14
1&� (n —
64 64 64 64 64
04
0
0
- - - - -
- - - - - -
- - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
0 00 0 C) 0 0
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
0
C) 00 0 LO 0
LO
q q q LQ q
17
00 LO M U')
LO
O 10 014 1&� r", ON4
t4 t4 t4 t4 t4
C�4
t,09
0
01
u
<
u
V)
Q) -0
0 'F
0
(N C: u
C,4 0
u
D
-0 0
0nN
E
0.-
ULC7<
LL
( :t-- x
0-.�= o UJ
D 0- tll: "I
u-
E
LD
LD 0 > U i/i
x Q)
co Q) z- 0 0
0 01�
U
i- CN �-- �-- =
u
u
V)
Q)
I0 w
0 0 •
Q)
0
N,
0 0 0
0 0 o
p
00 1- o
0 0 0
N
O(Y) � �
t
to4
t o+
C
O
L-
L
O
U
r)
- -----------------------------------------------------------------------------------------------------------------------------
0 0 0
0 0 0
p
�o 00 o
0 0 0
'IT
o �
�o
� o 16
c6
t=O+ to+
—
to+ to+
0
V)
O
U
O
U U
U
U
N �
O
O
}
�
�
c @)
L
U
ux
U
06
V)
Q
j
O
D
N
O
(D
.�
j
~ L3
Q
N
N LU
N p 0)
N Q 3:
- O
N N
CcoU
L0 �
•L
N
•
• •
(n
L u
r
AMENDMENT TO AGREEMENT
THIS AMENDMENT to agreement is made and entered into this cw
!� 2006, between Monroe County (County) and Florida Keys Land and Sea T y s
c. (Grantee). rust,
t
WHEREAS, a contract was entered into on October 19, 2005, between the
parties, awarding $300,000.00 to Grantee for the project called Beautification and
Enhancement, Phase 1A and 1 B at Museums and Nature Center of Crane Point; and
WHEREAS, it has become necessary due to delays caused by Hurricane Wilma,
to extend the contract for an additional period of time to allow the Grantee time to
complete the project;
NOW, THEREFORE, in consideration of the mutual covenants contained herein
the parties agree to the amended agreement as follows:
1 The contract period as outlined in Paragraph 1 is extended from
September 30, 2006 to January 31, 2007.
2• The remaining provisions of the contract dated October 19, 2005 shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have set their hands and seal on the day
and year first above written.
Wit e
Print Name
(SEAL)
ATTEST: - DANNY L. KOLHAGE, CLERK
Deputy Clerk
Florida Keys Land and Sea Trust
Amendment # 1
Florida Keys Land and Sea Trust, Inc.
-�/fde /t J w1ilt,g
Print Name
BOARD OF COUNTY
COMMISSIONERS OF
MONROE COUNTY, FLORIDA
Mayor/ChaM*@pAOE COUNTY ATTORNEY
�APPROVED AS TO FORM:
-mac 1
S AN M. GRI LE- Y
ASSIS NT (ni 1?UTV ATTn0K1=v
Grant Award A reement
This AGREEMENT dated the �)��
by and between the BOARD OF --=_day of 6 2005 i entered
COUNTY, hereinafter COUNTY COMMISSIONERS FORMONROE
DEVELOPMENT COUNCIL, herein afte "GRANTOR,"
on behalf of the TOURIST
Inc., hereinafter "Grantee". C and Florida Keys Land and Sea Trust,
WHEREAS, the third penny of Tourist Development Tax may
acquire, construct, extend, enlarge, remodel, repair or improve,
sports stadiums, sports arenas, coliseums, auditoriums y be used to
zoological parks, nature centers and beaches which P ve, convention centers,
owned and o y p fishing piers, museums,
Aerated b not -for -profit corporations, and
Publicly owned and operated or
WHEREAS, Grantee owns and contracts to a not -for -profit corporation
for the operation of a museum/nature center open to the Public;
P c, and
WHEREAS, Grantee has applied for funding for the Beautification and
Enhancement, Phase 1A and I project; and
WHEREAS, the Grantor and TDC have determined that it is i
interest of the County, for purposes of promoting tourism and r
the community, to construct, remodel and improve the Property n the best
and nature center open the public, p Prty for use as a museum
Preserving the heritage of
NOW, THEREFORE, in consideration of the mutual covenant
payments contained herein, the Grantee and the Grantor have entered into this
Agreement on the terms and conditions as set forth below. sand
1 • GRANT AGREEMENT PERIOD. This Agreement is for the
2005 through to September 30, 2006. This Agreement shall re
ect for the
stated period unless one a Period of October 19,
party gives to the other written notificationain nof fterrmination
pursuant to and in compliance with paragraphs 7,12 and 13 below.
2• SCOPE OF AGREEMENT. The Grantee shall provide th
services: Labor and materials as are necessary to complete Segment
Removal, Fence Replacement & Theatre Mod a following scope of
Landscaping, Decorative Fencing, Initial Signa Modifications;
and g ent 1: Invasive
Segment in , Dec ding, Trail InterpretiveInitiSegment 2: Intermediate
9 d Creature Feature Exhibit;
S�gnage, Project Management; Segment 4:
Final Signage, Painting &Exhibit Enhancements,
Design Management. Segment(s) of the work is/are more particular)
' Segment 5: Final Landscaping and
Exhibit(s) A, detailing the work and the cost allocable to each segment, y described in
and incorporated herein by reference. All work for which grant fund
expended must be completed by the stated terminate g � attached hereto
all invokes pertaining to this project shall be submitted to the s are to be
on date of September 30, 2006 and
Monroe County no later than September 30, 2006 to be considered for cpayment. Department t of
Florida Keys Land and Sea Trust FY 2006
a) There shall be a project manager to acknowledge
performed. This Project Manager shall be Mr. Glen Boe receipt38 of goods y work
Marathon, FL 33050 318 Stirrup Ke
2lenboehomeCo3aol.com). should phere be a �ha�89-0253/Fax: Y Blvd,
the Grantee's application, a new project manager305-289-0253/e-mail:
change in the project manager specified in
designation shall be provided to TDC/County. shall be designated and notice of the
b) If, and to the extent that, Grantee contracts for any of th
Agreement to be performed or completed, Grantee shall give work funded under this
contractual relationship, provide County with a copy of any and all co
require the contractor(,) to comply with all theg notice t County of the
contract the work and then decrease the scope of work t contracts and shall
terms of this contract. Should grantee
Grantee shall provide County with an amended contract executed d by r a contractor,
contractor. ed by Grantee and its
(i) A Grantee which is a governmental entity shall comply with th
regulations and policies to which it is subject, and shall provide Grantor documentation
d compliance Of the procurement requirements applicable to the project ana Procurement
therewith.
(ii) A Grantee which is a not -for -profit entity shall undergo
employees), which shall, at a minimum, require the acquisitionProcurement
of two written quotes for
work expected to be under $25statement as t
,o why such written
000 or a notarized st by the entity's
quotes were not feasible. For work expected
Processes for those parts of the project to be contracted (not performed
Process must be performed, p d to be $25,000 or more, a competitive bid
y procureent
used by the Grantee as a guideline. In the event that thelim s and procedures may be
commenced prior to the effective date of this funding°netary contractual process
guidelines above were not followed, Grantee shall submit with its Grantee'
request a notarized statement which details the grant Agreereimbursement
ment, and the
the best service for the most economical rice s procurement efforts to ensure
documentation of the procurement proce s used. Grantee shall provide Grantor detailed
c) Grantee shall exercise good internal controls to assure that the
in the funding application shall be completed on a timely basis within
budget and shall provide to County any certifications Project as described
engineer, contractor or an independent consultant ;f the proposed
that materials which are purported to including those by the architect,
necessary, required to establish
Further verification shall be required to show equipmthe enttane other fact xt applied.
personal property covered by this Agreement are delivered to andinstalled es and
project site. When any permit is required b an in the
and other documents which are submitted o the applicable age agency,
shall copies submitted plans
to the County Engineering Division to enable verification that the scope of services
under this Agreement has been provided. P services
3. AMOUNT OF AGREEMENT AND PAYMENT. The Grantor shall r
amount not to exceed $300,000 (Three Hundred Thousand Dollars) for materials and
services used to construct, remodel and improve- the rope provide an
must show that Grantee has paid in full for materials and ery cesrsemre atingmbuentreto uest
the
Florida Keys Land and Sea Trust 2
segment prior to seeking the 50% (fifty percent) reimbursement from Grantor
shall be 50% (fifty percent) reimbursement of the total cost of the Payment
the cap on expenditures for that segment as set forth in Exhibit A. segment, subject n
be sought after each segment of the Agreement is completed and signed
Reimbursement the nt can
County Engineering Department as outlined in 3.a. The gned by the Monroe
Commissioners and the Tourist Development Council assume no Board of County
Agreement for an amount in excess of this award. Monroe Coun 's
obligation to pay under this Agreement is contingent lability to fund this
the BOCC. g nt upon an annual pa appropriation
and
ppropriation by
a) Payment shall be made upon the completion of a specific segment
the Scope of Services and Exhibit A. Payment for expenditures permissible 9 nt as outlined in
County policies shall be made through reimbursement to Grantee upon bresentati and
Application for Payment Summary— AIA Document G702 or similar p tion of
s
required below for governmental entities and not -for -profit entities, invoices
checks and other documentation necessarycertification as
reimbursement. Payment is a 50% i ,canceled
to support a claim for
segment of the project, subject to the (fifty
expenditures d Lures oe tt of the total cost of each
in Exhibit A. Reimbursement can be sought after each segment ofhat thesegment re set forth
completed and signed by the Monroe County Engineering Department as outlined 3.a. Included in said documentation shall be proof that the GranteeAgreement is
ed in
property, realty or personalty, for each segment of Agreement asoutl nedrncExhibit A
and paid an amount equal to or greater than the amount invoiced to the Grantor. t A
be necessary for the Grantee to contact the County Engineering Division an It shall
for inspections upon the completion of each segment. The documentationd needed arrange
support the payment request shall be in the form necessary for submissionto
d
available to the County engineer at the time of inspection. All submissionsand
payment shall have a proposed schedule of values for segment(s) and indicate for
the
percentage of completion of the overall project as of the submission. This document
should be signed by the project architect, engineer,
manager. Photos of the progress of the work shall also eesubmi submitted neral contractor
the payment
application. It shall be the responsibility of the project architect, engineer, e
contractor or project manager to initiate the communication with the Monroe County
Engineering Division to facilitate the inspection(s) of the segment gene 11
submissions requesting
q g payment shall be a ti ent of the project. All
Monroe County Engineering Division as to the completion ofrthe gsegme t of the by the
project
must be
for which payment is requested. The application for payment document
certified through a statement signed by an officer of the organization and notarized,
declaring that representations in the invoice are true and factual. Grantee shall
provide partial releases of liens or certifications of non -lien if applicable. Grantor shall
retain 10% of any payment on work in progress until the Grantee has provided a Fi
Release of Lien for each vendor/Contractor for whom payment is requested. nal
projects exceeding $25,000 in TDC funding under this Agreement, final payment will For
be made until the following documents are complete and submitted to the Grantor:
not
AIA Document
AIA Document
G-702
G-704
Application for Payment Summary
AIA Document
G-706
Certificate of Substantial Completion
Contractor's Affidavit of Debts
& Claims
Florida Keys Land and Sea Trust
AIA Document G-706A Contractor's Affidavit of Release of Liens
AIA Document G-707 Consent of Surety to Final Payment wh
Final Release of Lien or Affidavit and Partial Release of Lien ( en applicable)
For projects for which TDC funding under this Agreement is $25 000
documentation is not required, but sufficient documentation must be sr less, the AIA
County to provide similar assurances that the work has been completed and d to
contractors/suppliers paid. and
All payment requests must be submitted no later than the com leti
September 30, 2006. Invoices received after September 30P 2006n of project of
considered for payment. will not be
b) Documentation shall be submitted to the TDC Administrative Office
receipt and application of in -kind donations of to show the
materials. Said documentation should include invoices, bills of lading,etc.,
verified as received and applied to the Professional services, and
Project architect, engineer, to c n and be
g project through a notarized statement of the
application to the project Of volunteer laboroa are or be documentoject ed
The receipt and
notarized signature of the project architect engineer, al cont and verified by
manager, and said documentation submitted o gthe TDC Administrative Office.
submissions shall identify the items included i 'general contractor or project
n Exhibit A and grantee shall complete the
l
Application for Payment form which is provided within the payment/reimbursement
provided to the grantee, listing the schedule of values which are soughttokit
reimbursed and shall indicate the percentage of completion of the overall Project
the submission. This document should be signed b the g to bof
e
p oeng a r,
general contractor or project manager. y project architect, engineer,
Photographs showing progress on project shall be included in any payment request.
The Project Manager shall certify delivery to the project site and installation
any goods or services provided other than through an architect, engineer or contractor•
All work performed and goods received on site and incorporated into the project
verified by one of the foregoing. P j ct shall be
c) Grantee must submit all documentation for final
payment on or termination date of this grant of September 30, 2006. Invoices received
ceived before the
September 30, 2006 will not be considered for payment. after
d) At any time that the documentation requirement policies of Monroe Co
revised, such as to require annual inventory reports for equipment purchased and
er a
TDC capital County are
P project grant, Grantee shall comply thereafter with such increased
requirements, or further funding under the Agreement may be terminated by County.
e) Upon successful completion of this Grant Agreement, the Grantee may retain
ownership of the real and personal property acquired and/or improved with funding
under this Grant Agreement. However, the Grantee shall maintain, preserve an
operate the property which was acquired or improved under this Agreement for the uses
and purposes which qualified the Grantee for tourist development tax funding. Grantee
shall complete and sign a Property Reporting Form (provided within
Florida Keys Land and Sea Trust 4
payment/reimbursement package) for personal property and forward
form with the appropriate invoice to the TDC Administrative
acquired or improved through funding under this Agreement said completed
Office. Real property
the purposes set forth herein or for other g ment shall remain dedicated for
ownership a said roe purposes which
apply; Property rtY shall be retained by the Grantee. The following teote ams shad
(i) The Grantee shall have the use of the grope including
personalty acquired with funding under this agreement, at the project site
the facility is operated by Grantee, open �' both realty and
ose of
Promoting tourism. At .such time as any of the conditions � e for so long as
p to the public, and has a prima
shall cease to exist, in the Precedinry g sentence
the Grantee shall transfer ownership and possession of equipment
and personal property to a local government or another not-for-profitci
is a facility for which tourist development taxes ma be u organization which
p t p approval from TDC and BOCC. y sed pursuant to Florida Statute
with facility
(ii) At any time that the Grantee: (a) elects to stop the projector
to place into service for tourist related purposes the facility ac acquired, renovated with tourist development tax funding, otherwise decide not
divests itself of ownership or possession of the real q d, constructed, or
g� (b) demolishes the project facility or
the property with a prima property, or (c) ceases the use of
Primary purpose of promoting tourism, Grantee shall, pursuant to
the formula set forth hereafter, refund to the County the Tourist Development
This provision shall survive the termination date of all other provision
for a period of ten years. Should the demolition transfer funding.
non -tourist related purpose occur after the facility of ownership, or change to a
h s of this contract
for
Purposes for at least three (3) years, the amount of efund shall be pro -rated tourist -related
useful life often (1 o) years. based on a
NO The Grantee is responsible for the implementation of ade uat
Procedures to keep the real and personal roe q e maintenance
(iv) The Grantee is responsible for any loss, Ida age,poratheftcof Band
damage or injury caused by the use of, real or personal any loss,
Property or equipment
Purchased through funding under this Agreement.
4. RECORDS AND REPORTS. The Grantee shall keep such records
necessary to document the performance of the Agreement and expenses as incurred
and give access to these records at the request of the TDC, the as are
Florida or authorized agents and representatives of said government bodies. tare of
Grantee shall also provide such access to theerty The
and e
Purchased under this Agreement. It is the responsibility of hepGrantee to gmainta maintain
appropriate records in accordance with
generally
consistently applied to insure a proper accounting tg of all funds and expendirresclThe
Grantee understands that it shall be responsible for repayment of any and all audit
exceptions which are identified by the Auditor General for the State of Florida, the Clerk
of Court for Monroe County, the Board of County Commissioners for Monroe County, or
their agents and representatives. In the event of an audit exception, the current fiscal
year grant award or subsequent grant awards will be offset by the amount of the audit
exception. In the event the grant is not renewed or supplemented in future years, the
Grantee will be billed by the Grantor for the amount of the audit exception and shad
promptly repay any audit exception.
Florida Keys Land and Sea Trust 5
(a) Public Access. The County and Grantee shall allow and permit
to, and inspection of, all documentsers p mit reasonable access
or under its control subject to the Provisions of Chapter 119,or rFlorida St in its
de
or received by the CountyPossession
and Grantee in conjunction with this Agreement; and nd the
County shall have the right to unilaterally cancel this Agreement u
Provision by Grantee. upon violation of this
5. MODIFICATIONS AND AMENDMENTS. Any and all modifica i
this Agreement shall be only amended in writin and a tons of the terms of
Commissioners for Monroe County. g Pproved by the Board of County
of this Agreement shall bind and inure to the benefit of the erms, covenants, conditions, and provisions
their respective legal representatives, successors, and assigns.
County and Grantee and
6. INDEPENDENT CONTRACTOR. At all times and for all Purposes
Grantee is an independent contractor and not an employee of the
Board Commissioners of Monroe Coun p poses hereunder, the
County. No statement contained in this Agreement tshall County
construed as to find the Grantee or any of its employees, contractors
agents to the employees of the Board of County Commissioners of Monroe C
they shall be entitled to none of the rights, privileges or benefits 'servants or
Coun County, and
� of employees of Monroe
(a) No Personal Liability. No covenant or Agreement contained herein
deemed to be a covenant or Agreement of any member, officer, agent or shall be f
Monroe County .in his or her individual capacity, and no member, off' employee of
employee of Monroe County shall be liable personally on this Agreement oar' agent or
to any personal liability or accountability by reason of the execution of this Agreement.
subject
7. COMPLIANCE WITH LAW. In carrying out its obligations 9reement.
Grantee shall abide by all statutes, ordinances, rules and regulations
9 under this Agreement, the
regulating the provisions of this Agreement, including those now in effect an
adopted. Any violation of said statutes, ordinances rule pertaining to or
a material breach of this Agreement and shall entitle s or regulations shall constitute
d hereafter
the Grantor to Agreement immediately upon delivery of written notice of termination t the Grantee this
8• RESTRICTIONS ON AGREEMENTS ENTEREDGrantee.
AGREEMENT. The Grantee shall include in all Agreements funded TO THIS
Agreement the following terms: ed under this
a) Anti -discrimination. Contractor agrees that they will not discriminate against any
employees or applicants for employment or against persons for any other
service under this Agreement because of their race, color, religion, sex, national
or physical or mental handicap where the handicapdoe benefit or
individual to perform in a position of employment, and to sabid not affect the origin
ability of an,
laws regarding non-discrimination. a by all federal and state
b) Anti -kickback. Contractor warrants that no person has been employed or reta
solicit or secure this Agreement upon an Agreement or understanding or a comm+issi to ,
sion,
Florida Keys Land and Sea Trust 6
Percentage, brokerage or contingent fee, and that no employee or officer of the
Contractor has any interest, financially or otherwise, in contractor. For breach or
violation of this warranty, the Contractor shall have the right to annul this Agreement
without liability or, in its discretion, to deduct from the Agreement price or consideration
the full amount of such commission
percentage, brokerage or contingent fee.
Contractor acknowledges that it is aware that funding for this Agreement is available at
least in part through the County and that violation of this paragraph may result in the
County withdrawing funding for the Project.
c) Hold harmless/indemnification. Contractor acknowledges that this Agreement is
funded at least in part by the County and agrees to indemnify and hold harmless the
County and any of its officers and employees from and against any and all claims,
liabilities, litigation, causes of action, damages, costs, expenses (including but not
limited to fees and expenses arising from any factual investigation, discovery or
preparation for litigation), and the payment of any and all of the foregoing or any
demands, settlements or judgments (collectively claims) arising directly or indirectly
from any negligence or criminal conduct on the part of Contractor in the performance of
the terms of this Agreement. The Contractor shall immediately give notice to the
County of any suit, claim or action made against the Contractor that is related to the
activity under this Agreement, and will cooperate with the County in the investigation
arising as a result of any suit, action or claim related this Agreement.
d) Insurance. Contractor agrees that it maintains in force at its own expense a liability
insurance policy which will insure and indemnify the Contractor and the County from
any suits, claims or actions brought by any person or persons and from all costs and
expenses of litigation brought against the Contractor for such injuries to persons or
damage to property occurring during the Agreement or thereafter that results from
performance by Contractor of the obligations set forth in this Agreement. At all times
during the term of this Agreement and for one year after acceptance of the project,
Contractor shall maintain on file with the County a certificate of the insurance of the
carriers showing that the aforesaid insurance policy is in effect. The following
coverage's shall be provided:
1. Workers Compensation insurance as required by Florida Statutes.
2. Commercial General Liability Insurance with minimum limits of $500,000 per
occurrence for bodily injury, personal injury and property damage.
3. Comprehensive Auto Liability Insurance with minimum limits of $300,000
combined single limit per occurrence.
The Contractor, the County and the TDC shall be named as additional insured, exempt
workers compensation. The policies shall provide no less than 30 days notice of
cancellation, non -renewal or reduction of coverage.
At all times during the term of this Agreement and for one year after acceptance of the
project, Contractor shall maintain on file with the County a certificate of insurance
showing that the aforesaid insurance coverage's are in effect.
Florida Keys Land and Sea Trust
e) Licensing and Permits. Contractor warrants that it shall have, prior to
commencement of work under this Agreement and at all times during said work, all
required licenses and permits whether federal, state, County or City.
f) Right to Audit. The Contractor shall keep such records as are necessary to
document the performance of the Agreement and expenses as incurred, and give
access to these records at the request of the TDC, the County, the State of Florida or
authorized agents and representatives of said government bodies.
9. HOLD HARMLESS/INDEMNIFICATION. The Grantee hereby agrees to indemnify
and hold harmless the BOCC/TDC and any of its officers and employees from and
against any and all claims, liabilities, litigation, causes of action,
damages
expenses (including but not limited to fees and expenses arising from any,
factual
investigation, discovery or preparation for litigation), and the payment of any and all of
the foregoing or any demands, settlements or judgments arising directly or indirect)
under this Agreement. The Grantee shall immediate) y
rantor of any
suit, claim or action made against the Grantor that Is related to
the activity under this
Agreement, and will cooperate with the Grantor in the investigation arising as a result of
any suit, action or claim related to this Agreement.
(a) Non -Waiver of Immunity. Notwithstanding he provisions of Sec. 286.28, Florida
Statutes, the participation of the County and the Grantee in this Agreement and the
acquisition of any commercial liability insurance coverage, self-insurance coverage, or
local government liability 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.
(b) Privileges and Immunities. All of the
exemptions from laws, ordinances, and rulevlsaendes and immunities from liability,
pensions and relief, workers' compensation, and other benefits which apply to the activity of officers, disability,
s,
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.
10. NONDISCRIMINATION. County and Grantee agree that there will be no
discrimination against any person, and it is expressly understood that upon a
determination by a court of competent jurisdiction that discrimination has occurred, this
Agreement automatically terminates without any further action on the part of any party,
effective the date of the court order. County or Grantee agree to comply with all Federal
and Florida statutes, and all local ordinances, as applicable, relating to
nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights
Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or
national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC
ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3)
Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which
Florida Keys Land and Sea Trust 8
prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of
1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis
of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended,
relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol
Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-
616), as amended, relating to nondiscrimination on the basis of alcohol abuse or
alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss.
690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug
abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as
amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The
Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended
from time to time, relating to nondiscrimination on the basis of disability; 10) Any
other nondiscrimination provisions in any Federal or state statutes which may apply to
the parties to, or the subject matter of, this Agreement.
11. ANTI -KICKBACK. The Grantee warrants that no person has been employed or
retained to solicit or secure this Agreement upon an agreement or understanding for a
commission, percentage, brokerage or contingent fee, and that no employee or officer
of the County or TDC has any interest, financially or otherwise, in the said funded
project, except for general membership. For breach or violation of this warranty, the
Grantor shall have the right to annul this Agreement without liability or, in its discretion,
to deduct from the Agreement price or consideration, the full amount of such
commission, percentage, brokerage or contingent fee.
12. TERMINATION. This Agreement shall terminate on September 30, 2006.
Termination prior thereto shall occur whenever funds cannot be obtained or cannot be
continued at a level sufficient to allow for the continuation of this Agreement pursuant to
the terms herein. In the event that funds cannot be continued at a level sufficient to
allow the continuation of this Agreement pursuant to the terms specified herein, this
Agreement may then be terminated immediately by written notice of termination
delivered in person or by mail to Grantee. The Grantor may terminate this Agreement
without cause upon giving written notice of termination to Applicant. The Grantor shall
not be obligated to pay for any services or goods provided by Grantee after Grantee has
received written notice of termination.
13. TERMINATION FOR BREACH. The Grantor may immediately terminate this
Agreement for any breach of the terms contained herein. Such termination shall take
place immediately upon receipt of written notice of said termination. Any waiver of any
breach of covenants herein contained to be kept and performed by Grantee shall not be
deemed or considered as a continuing waiver and shall not operate to bar or prevent
the Grantor from declaring a forfeiture for any succeeding breach either of the same
conditions or of any other conditions. Failure to provide Grantor with certification of use
of matching funds or matching in -kind services at or above the rate of request for
reimbursement or payment by is a breach of Agreement, for which the Grantor may
terminate this Agreement upon giving written notification of termination.
Florida Keys Land and Sea Trust
14. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement of the
parties hereto with'respect to the subject matter hereof and supersedes any and all prior
Agreements with respect to such subject matter between the Grantee and the Grantor.
15. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES.
This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida applicable to contracts made and to be performed entirely in the State.
(a) Venue. In the event that any cause of action or administrative proceedin is
instituted for the enforcement or interpretation of this Agreement, the County and
Grantee agree that venue will lie in the appropriate
administrative body in Monroe County, Floridacourt or before the appropriate
(b) Mediation. The County and Grantee 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.
(c) Severability. If any term, covenant, condition or provision of this Agreement (or
the application thereof to any circumstance or person) shall be declared invalid or
unenforceable to any extent by a court of competent jurisdiction, the remaining terms,
covenants, conditions and provisions of this Agreement, shall not be affected thereby;
and each remaining term, covenant, condition and provision of this Agreement shall be
valid and shall be enforceable to the fullest extent permitted by law unless the
enforcement of the remaining terms, covenants, conditions and provisions of this
Agreement would prevent the accomplishment of the original intent of this Agreement.
The County and Grantee agree to reform the Agreement to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the
stricken provision.
(d) Attorney's Fees and Costs. The County and Grantee agree that in the event any
cause of action or administrative proceeding is initiated or defended by any party
relative to the enforcement or interpretation of this Agreement, the prevailing party shall
be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket
expenses, as an award against the non -prevailing party, and shall include attorney's
fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings.
Mediation proceedings initiated and conducted pursuant to this Agreement shall be in
accordance with the Florida Rules of Civil Procedure and usual and customary
procedures required by the circuit court of Monroe County.
(e) Adjudication of Disputes or Disagreements. County and Grantee agree that all
disputes and disagreements shall be attempted to be resolved by meet and confer
sessions between representatives of each of the parties. If no resolution can be agreed
upon within 30 days after the first meet and confer session, the issue or issues shall be
discussed at a public meeting of the Board of County Commissioners. If the issue or
issues are still not resolved to the satisfaction of the parties, then an
vearty
the right to seek such relief or remedy as may be provided by this Agre mentllo aby
Florida law.
Florida Keys Land and Sea Trust 10
(f) Cooperation. In the event any administrative or legal proceeding is instituted
against either party relating to the formation, execution, performance, or breach of this
Agreement, County and Grantee agree to participate, to the extent required by the other
party, in all proceedings, hearings, processes, meetings, and other activities related to
the substance of this Agreement or provision of the services under this Agreement.
County and Grantee specifically agree that no party to this Agreement shall be required
to enter into any arbitration proceedings related to this Agreement.
16. ETHICS CLAUSE: Grantee warrants that he has not employed, retained o
otherwise had act on his behalf any former County officer or employee in violation of
Section 2 or Ordinance No. 10-1990 or any County officer or employee in violation of
Section 3 of Ordinance No. 10-1990. For breach or violation of the provision the
Grantor may, at its discretion terminate this Agreement without liability and may also, at
its discretion, deduct from the Agreement or purchase price, or otherwise recover, the
full amount of any fee, commission, percentage, gift, or consideration paid to the former
or present County officer or employee. The County and Grantee warrant that, in respect
to itself, it has neither employed nor retained any company or person, other than a bona
fide employee working solely for it, to solicit or secure this Agreement and that it has not
paid or agreed to pay any person, company, corporation, individual, or firm, other than a
bona fide employee working solely for it, any fee, commission, percentage, gift, or other
consideration contingent upon or resulting from the award or making of this Agreement.
For the breach or violation of the provision, the Grantee agrees that the County shall
have the right to terminate this Agreement without liability and, at its discretion, to offset
from monies owed, or otherwise recover, the full amount of such fee, commission,
percentage, gift, or consideration.
(a) Covenant of No Interest. County and Grantee covenant that neither presently
has any interest, and shall not acquire any interest, which would conflict in any manner
or degree with its performance under this Agreement, and that only interest of each is to
perform and receive benefits as recited in this Agreement.
(b) 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;
unauthorized compensation; misuse of g � doing business with one's agency;
contractual relationship; and disclosure or use olf certain) information. ono ling employment or
17. PUBLIC ENTITY CRIME STATEMENT: 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 an Agreement to provide any goods or services to a public entity, may
not submit a bid on a Agreement with a public entity for 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, sub -contractor, or
consultant under a Agreement with any public entity, and may not transact business
with any public entity in excess of the threshold amount provided in Section 287.017, for
Florida Keys Land and Sea Trust
CATEGORY TWO for a period of 36 months from the date of being placed on th
convicted vendor list. e
18. AUTHORITY: Grantee warrants that it is authorized by law to engage in the
performance of the activities encompassed by the project herein described. Each of the
signatories for the Grantee below certifies and warrants that the Grantee's name in this
Agreement is the full name as designated in its corporate charter cif a corporation) ; the
are empowered to act and contract for the Grantee, and this Agreement hasbeen
approved by the Board of Directors of Grantee or other appropriate authority.
19. LICENSING AND PERMITS: Grantee warrants that it shall have, prior to
commencement of work under this Agreement and at all times during said work, all
required licenses and permits whether federal, state, County or City.
20. INSURANCE: Grantee agrees that it maintains in force at its own expense a
liability. insurance policy which will insure and indemnify the Grantee and the Grantor
from any suits, claims or actions brought by an
y person or persnsand expenses of litigation brought against he Grantee for such injurriies nd to a sfromlons or
damage to property occurring during the Agreement or thereafter that results from
performance by Grantee of the obligations set forth in this Agreement. At all times
during the term of this Agreement and for one year after acceptance of the project,
Grantee shall maintain on file with the Grantor a certificate of the insurance of the
carriers showing that the aforesaid insurance policy is in effect. The followin
coverage's shall be provided: g
1. Workers Compensation insurance as required by Florida Statutes.
2. Commercial General Liability Insurance with minimum limits of $500,000 per
occurrence for bodily injury, personal injury and property damage.
3. Comprehensive Auto Liability Insurance with minimum limits of $300,000
combined single limit per occurrence.
The Grantee, the Grantor and the TDC shall be named as additional insured, except
workers compensation. The policies shall provide no less than 30 days notice of
cancellation, non -renewal or reduction of coverage.
Grantee shall provide, to the County, as satisfactory evidence of the required insurance,
including the insurance policy application and either:
• Original Certificate of Insurance
or
• Certified copy of the actual insurance policy
Or
12
Florida Keys Land and Sea Trust
• Certificate of Insurance e-mailed from Insurance Agent/Company to
County Risk Management (Telephone Maria Slavik at 295-3178 for
details)
An original certificate or a certified copy of any or all insurance policies required
by this contract shall be filed with the Clerk of the BOCC prior to the contract
being executed by the Clerks office. The insurance policy must state that the
Monroe County BOCC and Monroe County TDC is the Certificate Holder and
additional Insured for this contract. Insurance should be mailed to:
Monroe County Board of County Commissioners
C/O Risk Management
P.O. Box 1026
Key West, FL 33041
21 • NOTICE. Any written notice to be given to either party under this Agreement or
related hereto shall be addressed and delivered as follows:
For Grantee: Glen Boe
Florida Keys Land and Sea Trust, Inc.
318 Stirrup Key Blvd
Marathon, FL 33050
For Grantor: Lynda Stuart
Monroe County Tourist Development Council
1201 White Street, Suite 102
Key West, FL 33040
and
Suzanne Hutton, Asst. County Attorney
P.O. Box 1026
Key West, FL 33041-1026
22. CLAIMS FOR FEDERAL OR STATE AID. Contractor and County agree
that each shall be, and is, empowered to apply for, seek, and obtain federal and state
funds to further the purpose of this Agreement; provided that all applications, requests,
grant proposals, and funding solicitations shall be approved by each party prior to
submission.
23. NON -DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES. This
Agreement is not intended to, nor shall it be construed as, relieving any participating
entity from any obligation or responsibility imposed upon the entity by law except to the
extent of actual and timely performance thereof by any participating entity, in which
case the performance may be offered in satisfaction of the obligation or responsibility.
Further, this Agreement is not intended to, nor shall it be construed as, authorizing the
13
Florida Keys Land and Sea Trust
delegation of the constitutional or statutory duties of the County, except to the extent
permitted by the Florida constitution, state statute, and case law.
24. NON -RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely
upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any
third -party claim or entitlement to or benefit of any service or program contemplated
hereunder, and the County and the Grantee agree that neither the County nor the
Grantee or any agent, officer, or employee of either shall have the authority to info
counsel, or otherwise indicate that any particular individual or group of individuals, entity
or entities, have entitlements or benefits under this Agreement separate and apart
inferior to, or superior to the community in general or for the purposes contemplated in
this Agreement.
25• ATTESTATIONS. Grantee agrees to execute such documents as the County
may reasonably require, to include a Public Entity Crime Statement, an Ethics
Statement, and a Drug -Free Workplace Statement.
26. NO PERSONAL LIABILITY. No covenant or Agreement contained herein shall
be deemed to be a covenant or Agreement of any member, officer, agent or employee
Of Monroe County in his or her individual capacity, and no member, officer, aent or
employee of Monroe County shall be liable personally on this Agreement or be subject
to any personal liability or accountability by reason of the execution of this Agreement.
27. FORCE MAJEURE. The Grantee shall not be liable for delay in performance or
failure to complete the project, in whole or in
part,
of
contingency beyond its control or the control ofis contr ctorseandcsubco tracto sy
including war or act of war whether an actual declaration thereof is made or not, act of
terrorism impacting travel in the United States, insurrection, riot or civil commotion, act
of public enemy, epidemic, quarantine restriction, storm, flood, drought or other act of
God, or act of nature (including presence of endangered animal species which cannot
be timely removed in a safe manner or any act of an
governmental
prohibits the project from proceeding as described nhe s opeof servi es and
incorporated references and which the Grantee has exercised reasonable care in the
prevention thereof. However, lack of planning for normal and expected weather
conditions for the time of year the project is to be executed shall not constitute an act of
God excusing a delay. Any delay or failure due to the causes stated shall not constitute
a breach of the Agreement; however, the BOCC shall have the right to determine if
there will be any reduction to the amount of funds due to the Grantee after consideration
of all relevant facts and circumstances surrounding the delay in performance or failure
to complete the project within the contract period. Upon demand of TDC or BOCC, the
Grantee must furnish evidence of the causes of such delay or failure. BOCC shall not
pay for any goods received or services provided after the date(s) described in
paragraph 1 and Scope of Services.
28. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be regarded as an original, all of which
taken together shall constitute one and the same instrument and any of the parties
hereto may execute this Agreement by singing any such counterpart.
Florida Keys Land and Sea Trust 14
29. SECTION HEADINGS. Section headings have been inserted in this Agreement
as a matter of convenience of reference only, and it is agreed that such section
headings are not a part of this Agreement and will not be used in the interpretation of
any provision of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
(SEAL)
ATTEST:
15
Florida Keys Land and Sea Trust
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
• +
Mayor/Chairman
Florida Keys Land and Sea Trust, Inc.
MONROE COUNTY ATTORN Y
APP-149VED AS ToA6RiC—
,,.,,-QZAN -A. HUTTON
ASSISTANT TY ORNEY
Date—
W
C
E
�
a '°
o
cc
mm
E E
4
°0
o
W
MO
a
Em
O
W
an
Q
Z
3 c
U
C
cm
� m
� �
O E
•m
F=
�
�
m
O
c
0
•Eom
c
w o
r
� p u �
.u.
4
c
4 E
W O O
m
CL
4
C m
C
Z ai
LU E
W
co
UL
Ocm3
Lu Lu C
G
m u
U
Zw
ZZ,�
00
O
O
O
g
O
C5 LO
vs
</>
<N
v/i
Q
v
c
t
0
0
-----
O
co
vcdic�is
O
ao
U
O
o
^ m
C'IQ
U C
c
(CD m
"'
c U
CD
UCD
U O
a
N N
Q.
m 0
N o
Cc:cl
a�
U > �m
OFS
a
col)U
c cE?yo
�U
o c Q
-1S mc05
c
c
FN
N
O
pO p
o
C11
NO
rs
��V-
O L
V>
� ch N
ur
N
x
W
C
p
t
O
U
----------------------------
-
- ----------------�-----------
C9 C9 8
- --------------------
Ld (V CV
vs
L0
V>
d
C:)
� �R
N N
u> cr>
V>
c U
V> u>
r--
-i=
O
U
`a
0
W a)
H L m
x
O
N � m - m
C >1 c
Q a
r p
Q m m N N w
C U D (0 �= c
� � j > C 0 c0n -0
U LL m6 m°25 x
U N z c 0 0 in r W m
Q m C i 0 m t
N U E E m 05 E z° 5 c
U
Qaa LU tD �ca� m�
C O— c0-0-°c�c
N c �U c �� t Eat n
a)E _ 0 N Cc:
cn
gs
0
mnN
F
cq 6 cq
OD
o
</>
</>
</> </> </> </>
60,
W0
f
0
u
�21
---------------------------------------------------------------------------___________________________________________________
0
0
10
C)
o o
-.:
10
Sri</> Ld
</>
</>
</>
CN
to to
p.
0
u
4-
�J2
In
(D
c
Z
c
0
Cq
Ca
-C
CD
�3
0
05
(D
'- C)
ma
c
(D (D
E
c 9- a)
C3a
0
0)2 0-5
U 0-<
LU
c
cn a)
E
a) E
cn a)
> c
a) Cb LL
�I.c C x
" -0 0 CD c LLI, oc—cLL5aCS65
c
E �-- u)
a) 0
`
CD C:
-=
co
0 (D
C%4 2 :E
'
0
U
Q
00
0�
0
O
o g
~
o L
O 0
a '- Ld ao
m
� "'
�' v>
x
W
-------------------------------------
8
C C
o 00>�v
�
is }
r L.
a
a)
cq
U-1
@1
U
06
a
m
m
:G Q
_C
C
0
q
C
C
`
� •8 C
E
_O
C C
m
�
a
m°
o)
-�
cn
0 a)
O
m C
o C
v
mot)
m�o�
C
-0w
- o
o
`-
a c caOv )�
Q C
0) a>
C
C
_O
C-_ �+'
J-Cct
a:;C=
3
-Ca
F75i= Oa°w
°'=�0
N
U a
Q-C
• •
•
C/)
0 w
O
O
c
O
O
U
n
•