Item D04 D4
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
April 17, 2024
Agenda Item Number: D4
2023-2251
BULK ITEM: Yes DEPARTMENT: Tourist Development Council
TIME APPROXIMATE: STAFF CONTACT: Ammie Machan 305-296-1552
N/A
AGENDA ITEM WORDING: Approval of 1st Amendment to Agreement with Reef Renewal USA,
Inc. for the Reef Renewal- Coral Restoration - Key West 2024 project to revise Exhibit A(scope of
services) for the project.
ITEM BACKGROUND:
See attached request from Reef Renewal USA, Inc. to revise Exhibit A(scope of services) for the
project to remove the elkhorn and staghorn corals and revise the number of corals for out planting.
DAC I approved at their meeting of March 13, 2024
TDC approved same at their meeting of March 26, 2024
PREVIOUS RELEVANT BOCC ACTION:
BOCC approved original Agreement at their meeting of October 18, 2023
INSURANCE REQUIRED:
Yes
CONTRACT/AGREEMENT CHANGES:
Amendment to revise Exhibit A (scope of services) for the project
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Reef Renewal Key West Request, Amendment and Original Agree ent.pdf
FINANCIAL IMPACT:
Line Item Number: 117-77040-SC 00062 $23,490
1740
Insurance to be provided after BOCC approval
1741
IIeef Renewal
USA
4002 W. State Street Suite 200
Tampa, FL 33609
DAC I Amendment Request
We are writing today regarding the grant awards for Reef Renewal USA. The extreme heat
event during the summer of 2023 has led to an operational realignment and a change to coral
restoration strategies moving forward. This consensus is shared among all coral restoration
practitioners in the Keys. To better meet our shared goals of reef restoration and responsible
tourism we are requesting an amendment to the grant agreement for DAC I. We respectfully
request that our scope of work be amended to remove the elkhorn and staghorn coral while
leaving the boulder corals: mountainous star coral, lobed star coral, and knobby star coral. This
only reduces the original funding request by$10. The original proposal was$23,500, with the
substitutions our new request is $23,490.
New Scope and Costs:
Mountianous Star Coral (Ofav) 254 @ $30each $7,620
Lobed Star Coral (Oann) 255 @ $30each $7,650
Knobby Brain Coral (Pcliv) 274 @ $30each $8,220
Total 783 $23,490
Original funding request: $23,500
Amended funding request: $23,490
Please let me know if you have any questions. We look forward to growing and strengthening
this partnership for the betterment of the Keys.
Thank you,
Kevin Macaulay
Reef Renewal USA
Operations Manager
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727-804-2848
1742
AMENDMENT Ost AMENDMENT) TO AGREEMENT
THIS AMENDMENT to Agreement dated this day of 2024, is entered into by
and between the Board of County Commissioners for Monroe County, on behalf of the Tourist
Development Council, and Reef Renewal USA, Inc., a not for profit organized and operating under
the laws of the state of Florida (Grantee).
WHEREAS, there was an Agreement entered into on October 18, 2023 between the parties,
awarding $23,500 to Grantee for the Reef Renewal — Coral Restoration — Key West 2024 Project
("Agreement"); and
WHEREAS, it has become necessary to revise Exhibit A of the Agreement outlining the scope
of services for the project to revise the types and number of corals; and
WHEREAS, due to the reduction in the scope of service it has become necessary to revise the
funding allocation to $23,490; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties
agree to the amend Agreement as follows-
1. Paragraph 3 of the agreement shall be revised to read as follows: AMOUNT OF
AGREEMENT AND PAYMENT. The Grantor shall provide an amount not to exceed $23,490 (Twent
Three Thousand Four Hundred and Ninety Dollars TDC District I funding) for materials and services
used to improve the property. Reimbursement request must show that Grantee has paid in full for
materials and services relating to the segment prior to seeking the 100% (one hundred percent)
reimbursement from Grantor. Payment shall be 100% (one hundred percent) reimbursement of the
total cost of the segment, subject to the cap on expenditures for that segment as set forth in Exhibit A.
Reimbursement can be sought after each segment of the agreement is completed and signed by the
Monroe County Engineering Department as outlined in 3.a. The Board of County Commissioners and
the Tourist Development Council assume no liability to fund this agreement for an amount in excess
of this award. Monroe County's performance and obligation to pay under this agreement is contingent
upon an annual appropriation by the BOCC.
2. Exhibit A of the Agreement shall be revised as attached hereto.
3. The remaining provisions of the agreement dated October 18, 2023 shall remain in full
force and effect.
Amendment 41
Reef Renewal Key West 2024
ID#3001
1743
IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first
above written,
(SEAL) Board of County Commissioners
Attest: Kevin Madok, Clerk of Monroe County
As Deputy Clerk Mayor/Chairman
MONROE COUNTY ArroRNEY
CHMSTINE LIMBERIAARROWS
Reef Renewal USA, Inc. ASSMANTCOUNTY ATrORNEY
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Grant Award Agreement
THIS AGREEMENT (agreement) is entered into this 18th day of
October , 2023 by and between MONROE COUNTY (County or Grantor), a political
subdivision of the State of Florida and Reef Renewal USA, Inc. (Grantee) a Not-for-profit
organized and operating under the laws of the State of Florida.
WHEREAS, the district pennies of Tourist Development Tax may be used
for the following purposes only: To acquire, construct, extend, enlarge, remodel, repair,
improve, maintain, one or more a. Publicly owned and operated convention centers, sports
stadiums, sports arenas, coliseums, or auditoriums within the boundaries of the county or
subcounty special taxing district in which the tax is levied; or b. Auditoriums that are publicly
owned but are operated by organizations that are exempt from federal taxation pursuant to
26 U.S.C. s. 501(c)(3) and open to the public; c. Aquariums or museums that are publicly
owned and operated or owned and operated by not-for-profit organizations and open to the
public, within the boundaries of the county or subcounty special taxing district in which the
tax is levied; or 5. To finance beach park facilities or beach, channel, estuary, or lagoon
improvement, maintenance, re-nourishment, restoration, and erosion control; or 6. public
facilities if needed to increase tourist related business activities and in accordance with F.S.
125.0104(5)(a)(6.) and (b) zoological parks, fishing piers or nature centers which are public
owned and operated or owned and operated by not-for-profit organizations and open to the
public; and
WHEREAS, Grantee has applied to TDC District I for funding for the Reef
Renewal — Coral Restoration — Key West 2024 capital project; and
WHEREAS, the Grantor and Tourist Development Council (TDC) have
determined that it is in the best interest of the County, for purposes of promoting tourism and
preserving the heritage of the community, to attract tourists, and improve the property for
use as a nature center open to the public;
NOW, THEREFORE, in consideration of the mutual covenants and payments
contained herein, the Grantee and the Grantor have entered into this agreement on the
terms and conditions as set forth below.
1. GRANT AGREEMENT PERIOD. This agreement is for the period of October 18,
2023 through to September 30, 2024. This agreement shall remain in effect for the stated
period unless one party gives to the other written notification of termination pursuant to and
in compliance with paragraphs 7, 12 or 13 below. The project work described in Exhibit
A must commence within the fiscal year funded which is October 1, 2023 to
September 30, 2024. Proof that the project commenced within the fiscal year funded
may be requested by the TDC administrative office.
2. SCOPE OF AGREEMENT. The representations made by the Grantee in its proposal
submitted to the TDC are incorporated herein by reference. The Grantee shall provide the
following scope of services: Materials and Labor required to complete the above mentioned
Reef Renewal—Coral Restoration— Key West 2024
FY 2024 Capital Project Funding
Contract ID#3001 1746
1
project. Segment(s) of the work is/are more particularly described in Exhibit A, detailing the
work and the cost allocable to each segment, attached hereto, and incorporated herein by
reference. Anything not referenced within Exhibit A will not be reimbursed. All work
for which grant funds are to be expended must be completed by the stated termination date
of September 30, 2024 and all invoices pertaining to this project shall be submitted to the
TDC administrative office no later than September 30, 2024 to be considered for payment.
Acknowledgement: Grantee shall be required to permanently display and maintain at
Grantee's expense, public acknowledgement of the support of the Monroe County Tourist
Development Council in a publicly prominent area of their facility in the following form: "This
project was made possible with the financial support of the Monroe County Tourist
Development Council." If the Grantee has already complied with this requirement through
previous funding, said acknowledgement fulfills this condition. A photograph of said
acknowledgment shall be provided with the final request for reimbursement outlined in
Exhibit A of this agreement.
a.) There shall be a project manager to acknowledge receipt of goods or work
performed. This Project Manager shall be Michael Echevarria (Phone: (813) 245-
3273; Email: reefrenewalusa@gmail.com). Should there be a change in the project
manager specified in the Grantee's application, a new project manager shall be
designated, and notice with new contact information shall be provided in writing to
the TDC administrative office.
b.) If, and to the extent that, Grantee contracts for any of the work funded under
this agreement to be performed or completed, Grantee shall give notice to County of
the contractual relationship, provide County with a copy of any and all contracts and
shall require the contractor(s) to comply with all the terms of this contract. Should
Grantee contract the work and then decrease the scope of work to be performed by
a contractor, Grantee shall provide County with an amended contract executed by
Grantee and its contractor.
(i) A Grantee which is a governmental entity shall comply with the procurement
regulations and policies to which it is subject, and shall provide Grantor
documentation of the procurement requirements applicable to the project and
compliance therewith.
(ii) A Grantee which is a not-for-profit entity shall use procurement processes
for those parts of the project to be contracted (not performed by the entity's
employees) as follows. For work expected to be under$150,000, but $10,000
or more the not-for-profit shall document in the file two written quotes or a
notarized statement as to why such written quotes were not feasible for the
goods or services, for work expected to be more than $100,000 but less than
$150,000 the not for profit shall document in the file three written quotes or a
notarized statement as to why such written quotes were not feasible for the
goods or services. For work expected to be $150,000 or more, a competitive
bid process must be performed following Monroe County's procurement
policies and procedures, unless the commodities or services will be provided
by a "sole source" provider, in which case the not-for-profit must submit a
notarized statement with its request for payment explaining why the vendor is
Reef Renewal—Coral Restoration— Key West 2024
FY 2024 Capital Project Funding
Contract ID#3001 1747
2
the only source for the commodities or services. Refer to:
hops:/fwww.monroecounty-fl.govf ocumentCenter/Viewf32 4/Purchasing®
P o l i cy-a s-of-4-19-2 02 3
c.) Grantee shall exercise good internal controls to assure that the project as
described in the funding application shall be completed on a timely basis within the
proposed budget and shall provide to County any certifications, including those by
the architect, engineer, contractor or an independent consultant if necessary,
required to establish that materials which are purported to be applied to the project
are in fact so applied. Further verification shall be required to show that equipment
and other fixtures and personal property covered by this agreement are delivered to
and installed in the project site. When any permit is required by any governmental
agency, copies of plans and other documents which are submitted to the applicable
agency shall be submitted to the County Engineering Division to enable verification
that the scope of services under this agreement has been provided.
3. AMOUNT OF AGREEMENT AND PAYMENT. The Grantor shall provide an amount
not to exceed $23,500 (Twenty Three Thousand Five Hundred Dollars TDC District I
funding) for materials and services used to improve the property. Reimbursement request
must show that Grantee has paid in full for materials and services relating to the segment
prior to seeking the 100% (one hundred percent) reimbursement from Grantor. Payment
shall be 100% (one hundred percent) reimbursement of the total cost of the segment, subject
to the cap on expenditures for that segment as set forth in Exhibit A. Reimbursement can
be sought after each segment of the agreement is completed and signed by the Monroe
County Engineering Department as outlined in 3.a. The Board of County Commissioners
and the Tourist Development Council assume no liability to fund this agreement for an
amount in excess of this award. Monroe County's performance and obligation to pay under
this agreement is contingent upon an annual appropriation by the BOCC.
a.) Payment shall be made upon the completion of a specific segment as outlined
in the Scope of Services and Exhibit A. Payment for expenditures permissible by
law and County policies shall be made through reimbursement to Grantee upon
presentation of Application for Payment Summary, invoices, canceled checks, before
and after pictures, County Project Manager signature of inspection and other
documentation necessary to support a claim for reimbursement. Included in said
documentation shall be proof that the Grantee has received the property, real or
personal, for each segment of agreement as outlined in Exhibit A and paid an amount
equal to or greater than the amount invoiced to the Grantor. It shall be necessary for
the Grantee to contact the County Engineering Division (Steven Sanders- phone:
305-295-4338 email: Sanders-Steven@MonroeCounty-Fl.gov or Cary Knight-phone:
305-292-4527 email: Knight-Cary@MonroeCounty-Fl.gov) and to arrange for
inspection upon the completion of each segment. It shall be the responsibility of the
project manager to initiate the communication with the Monroe County Engineering
Division to facilitate the inspection of the segment of the project. The application for
payment document must be certified through a statement signed by an officer of the
organization and notarized, declaring that representations in the invoice are true and
factual.
Reef Renewal—Coral Restoration— Key West 2024
FY 2024 Capital Project Funding
Contract ID#3001 1748
3
All payment requests must be submitted to the TDC administrative office no later than
September 30, 2024. Invoices received by the TDC administrative office after
September 30, 2024 will not be considered for payment.
b.) If in-kind services were noted within your application, and you are applying
them to this project, documentation shall be submitted to the TDC Administrative
Office to show the receipt and application of in-kind donations of goods, professional
services, and materials. Said documentation should include invoices, bills of lading,
etc., and be verified as received and applied to the project through a notarized
statement of the project manager and said documentation submitted to the TDC
Administrative Office. All submissions shall identify the items included in Exhibit A
and Grantee shall complete the Application for Payment form which is provided within
the payment/reimbursement packet. This document should be signed by the project
manager.
The Project Manager shall certify delivery to the project site and installation therein
of 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 shall be verified by one of the foregoing. Submission of any documentation
which is untrue, falsified, or otherwise misrepresents the work which has been
completed, paid, or donated shall constitute a breach of agreement, for which the
contract may be immediately terminated at the discretion of the County, whose
decision shall be final.
c.) At any time that the documentation requirement policies of Monroe County are
revised, such as to require annual inventory reports for equipment purchased under
a TDC capital project grant, Grantee shall comply thereafter with such increased
requirements, or further funding under the agreement may be terminated by County.
d.) Upon successful completion of this Grant agreement, the Grantee may retain
ownership of the real and personal property acquired and/or improved with funding
under this Grant agreement. However, the Grantee shall maintain, preserve, and
operate the property which was acquired or improved under this agreement for the
uses and purposes which qualified the Grantee for tourist development tax funding.
Grantee shall complete and sign a Property Reporting Form upon request for
personal property and forward said completed form to the TDC Administrative Office.
Real property acquired or improved through funding under this agreement shall
remain dedicated for the purposes set forth herein or for other purposes which
promote tourism and ownership of said property shall be retained by the Grantee.
The following terms shall apply-
(i) The Grantee shall have the use of the property, including both real and
personal, acquired with funding under this agreement, at the project site for so
long as the facility is operated by Grantee, open to the public, and has a
primary purpose of promoting tourism. At such time as any of the conditions
in the preceding sentence shall cease to exist, the Grantee shall transfer
ownership and possession of equipment and personal property to a local
government or another not-for-profit organization which is a facility for which
Reef Renewal—Coral Restoration— Key West 2024
FY 2024 Capital Project Funding
Contract ID#3001 1749
4
tourist development taxes may be used pursuant to Florida Statute 125.0104
with prior approval from TDC and BOCC.
(ii) At any time that the Grantee: (a) elects to stop the project or otherwise
decide not to place into service for tourist-related purposes the facility
acquired, constructed, or renovated with tourist development tax funding, (b)
demolishes the project facility or divests itself of ownership or possession of
the real property, or (c) ceases the use of the property with a primary purpose
of promoting tourism, Grantee shall, pursuant to the formula set forth
hereafter, refund to the County the Tourist Development funding. This
provision shall survive the termination date of all other provisions of this
contract for a period of ten years. Should the demolition, transfer of ownership,
or change to a non-tourist related purpose occur, the amount of refund shall
be pro-rated based on a useful life of ten (10) years.
(iii) The Grantee is responsible for the implementation of adequate
maintenance procedures to keep the real and personal property in good
operating condition.
(iv) The Grantee is responsible for any loss, damage, or theft of, and any
loss, damage or injury caused by the use of, real or personal property or
equipment purchased through funding under this agreement.
4. RECORDS AND REPORTS. The Grantee shall keep such records as are necessary
to document the performance of the agreement and expenses as incurred, and give access
to these records at the request of the TDC, the County, the State of Florida or authorized
agents and representatives of said government bodies. The Grantee shall also provide
such access to the personal Property and equipment purchased under this agreement. It is
the responsibility of the Grantee to maintain appropriate records in accordance with
generally accepted accounting principles consistently applied to insure a proper accounting
of all funds and expenditures. The Grantee understands that it shall be responsible for
repayment of any and all audit exceptions which are identified by the Auditor General for the
State of Florida, the Clerk of Court and Comptroller for Monroe County, the Board of County
Commissioners for Monroe County, or their agents and representatives. If an audit
determines that monies paid to the Grantee pursuant to this agreement were spent for
purposes not authorized by this agreement, the Grantee shall repay the monies together
with interest calculated pursuant to Sec. 55.03, F.S. running from the date the monies were
paid to Grantee. In the event of an audit exception, the current fiscal year grant award or
subsequent grant awards will be offset by the amount of the audit exception. In the event
the grant is not renewed or supplemented in future years, the Grantee will be billed by the
Grantor for the amount of the audit exception and shall promptly repay any audit exception.
a.) Public Access. The County and Grantee shall allow and permit reasonable
access to, and inspection of, all documents, papers, letters or other materials in its
possession or under its control subject to the provisions of Chapter 119, Florida
Statutes, and made or received by the County and Grantee in conjunction with this
agreement; and the County shall have the right to unilaterally cancel this agreement
upon violation of this provision by Grantee.
Reef Renewal—Coral Restoration— Key West 2024
FY 2024 Capital Project Funding
Contract ID#3001 1750
5
5. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the terms of
this agreement shall be only amended in writing and approved by the Board of County
Commissioners for Monroe County. The terms, covenants, conditions, and provisions of
this agreement shall bind and inure to the benefit of the County and Grantee and their
respective legal representatives, successors, and assigns.
6. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the
Grantee is an independent contractor and not an employee of the Board of County
Commissioners of Monroe County. No statement contained in this agreement shall be
construed as to find the Grantee or any of its employees, contractors, servants or agents to
the employees of the Board of County Commissioners of Monroe County, and they shall be
entitled to none of the rights, privileges or benefits of employees of Monroe County.
a.) 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.
7. COMPLIANCE WITH LAW. In carrying out its obligations under this agreement, the
Grantee shall abide by all statutes, ordinances, rules and regulations pertaining to or
regulating the provisions of this agreement, including those now in effect and hereafter
adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute a
material breach of this agreement and shall entitle the Grantor to terminate this agreement
immediately upon delivery of written notice of termination to the Grantee.
8. RESTRICTIONS ON AGREEMENTS ENTERED PURSUANT TO THIS
AGREEMENT. The Grantee shall include in all agreements funded under this agreement
the following terms:
a.) Anti-discrimination. Contractor agrees that it will not discriminate against any
employees or applicants for employment or against persons for any other benefit or
service under this agreement because of their race, color, religion, sex, national
origin, or physical or mental handicap where the handicap does not affect the ability
of an individual to perform in a position of employment, and to abide by all federal
and state laws regarding non-discrimination.
b.) Anti-kickback. Contractor warrants that no person has been employed or
retained to solicit or secure this agreement upon an agreement or understanding for
a commission, percentage, brokerage or contingent fee, and that no employee or
officer of the Contractor has any interest, financially or otherwise, in the County. For
breach or violation of this warranty, the County 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.
Reef Renewal—Coral Restoration— Key West 2024
FY 2024 Capital Project Funding
Contract ID#3001 1751
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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, wrongful acts or omissions 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
to 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. 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 on
insurance policies, except 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 are in effect.
e.) Licensing and Permits. Contractor warrants that it shall have, prior to
commencement of work under this agreement and at all times during said work, all
required licenses and permits whether federal, state, county or city.
f.) Right to Audit. The contractor shall keep such records as are necessary to
document the performance of the agreement and expenses as incurred, and give
access to these records at the request of the TDC, the County, the State of Florida
or authorized agents and representatives of said government bodies.
Reef Renewal—Coral Restoration— Key West 2024
FY 2024 Capital Project Funding
Contract ID#3001 1752
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9. HOLD HARMLESS/INDEMNIFICATION. The Grantee hereby agrees to indemnify
and hold harmless the BOCC/TDC and the 3406 North Roosevelt Blvd. Corporation or any
of its officers and employees from and against any and all claims, liabilities, litigation, causes
of action, damages, costs, expenses (including but not limited to fees and expenses arising
from any factual investigation, discovery or preparation for litigation), and the payment of
any and all of the foregoing or any demands, settlements or judgments arising directly or
indirectly under this agreement. The Grantee shall immediately give notice to the Grantor
of any suit, claim or action made against the Grantor that is related to the activity under this
agreement, and will cooperate with the Grantor in the investigation arising as a result of any
suit, action or claim related to this agreement.
a.) Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28,
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 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.
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 VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits
discrimination on the basis of race, color or national origin; 2) Title IX of the Education
Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits
discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as
amended (20 USC s. 794), which prohibits discrimination on the basis of 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 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 VI I I 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. 12101 Note), as maybe amended from time to time,
Reef Renewal—Coral Restoration— Key West 2024
FY 2024 Capital Project Funding
Contract ID#3001 1753
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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, 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 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, 2024.
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 the TDC administrative office providing 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 Grantee. 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 is a breach of
agreement, for which the Grantor may terminate this agreement upon giving written
notification of termination.
14. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and supersedes any and all prior
agreements with respect to such subject matter between the Grantee and the Grantor.
15. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This
agreement shall be governed by and construed in accordance with the laws of the State of
Florida applicable to contracts made and to be performed entirely in the state. This
agreement is not subject to arbitration. Mediation proceedings initiated and conducted
pursuant to this agreement shall be in accordance with the Florida Rules of Civil Procedure
and usual and customary procedures required by the circuit court of Monroe County.
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FY 2024 Capital Project Funding
Contract ID#3001 1754
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a.) Venue. In the event that any cause of action or administrative proceeding is
instituted for the enforcement or interpretation of this agreement, the County and
Grantee agree that venue shall lie in the appropriate court or before the appropriate
administrative body in Monroe County, Florida.
b.) Severability. If any term, covenant, condition or provision of this agreement
(or the application thereof to any circumstance or person) shall be declared invalid or
unenforceable to any extent by a court of competent jurisdiction, the remaining terms,
covenants, conditions and provisions of this agreement, shall not be affected thereby;
and each remaining term, covenant, condition and provision of this agreement shall
be valid and shall be enforceable to the fullest extent permitted by law unless the
enforcement of the remaining terms, covenants, conditions and provisions of this
agreement would prevent the accomplishment of the original intent of this agreement.
The County and Grantee agree to reform the agreement to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the
stricken provision.
c.) 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, court costs, investigative, and out-of-pocket expenses in appellate
proceedings.
d.) 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 the issue or issues are
still not resolved to the satisfaction of the parties, then any party shall have the right
to seek such relief or remedy as may be provided by this agreement or by Florida
law. This agreement shall not be subject to arbitration.
e.) Cooperation. In the event any administrative or legal proceeding is instituted
against either party relating to the formation, execution, performance, or breach of
this agreement, County and Grantee agree to participate, to the extent required by
the other party, in all proceedings, hearings, processes, meetings, and other activities
related to the substance of this agreement or provision of the services under this
agreement. County and Grantee specifically agree that no party to this agreement
shall be required to enter into any arbitration proceedings related to this agreement.
16. ETHICS CLAUSE: Grantee warrants that he has not employed, retained or
otherwise had act on his behalf any former County officer or employee in violation of Section
2 of 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
Reef Renewal—Coral Restoration— Key West 2024
FY 2024 Capital Project Funding
Contract ID#3001 1755
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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; doing business with one's agency;
unauthorized compensation; misuse of public position; conflicting employment or
contractual relationship; and disclosure or use of certain information.
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 an 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 an
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, 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 document grantee warrants that it is in compliance with this
paragraph.
18. AUTHORITY: Grantee warrants that it is authorized by law to engage in the
performance of the activities encompassed by the project herein described. Each of the
signatories for the Grantee below certifies and warrants that the Grantee's name in this
agreement is the full name as designated in its corporate charter (if a corporation); they are
empowered to act and contract for the Grantee; and this agreement has been approved by
the Board of Directors of Grantee or other appropriate authority.
19. LICENSING AND PERMITS: Grantee warrants that it shall have, prior to
commencement of work under this agreement and at all times during said work, all required
licenses and permits whether federal, state, county or city.
20. INSURANCE: Grantee agrees that it maintains in force at its own expense a liability
insurance policy which will insure and indemnify the Grantee and the Grantor from any suits,
claims or actions brought by any person or persons and from all costs and expenses of
Reef Renewal—Coral Restoration— Key West 2024
FY 2024 Capital Project Funding
Contract ID#3001 1756
11
litigation brought against the Grantee for such injuries to persons or damage to property
occurring during the agreement or thereafter that results from performance by Grantee of
the obligations set forth in this agreement. At all times during the term of this agreement and
for one year after acceptance of the project, Grantee shall maintain on file with the Grantor
a certificate of the insurance of the carriers showing that the aforesaid insurance policy is in
effect. The following coverage's shall be provided:
1. Workers' Compensation insurance as required by Florida Statutes.
2. Commercial General Liability Insurance with minimum limits of $500,000
Combined Single Limit (CSL) If split limits are provided, the minimum limits
acceptable shall be $250,000 per Person $500,000 per occurrence
$50,000 property damage.
3. Comprehensive Business 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
• Certificate of Insurance e-mailed from Insurance Agent/Company to
County Risk Management -Telephone Brian Bradley at (305) 292-3470 for
details (Certificates can be e-mailed directly from the insurance agency to:
radley- rian MonroeCounty L.Gov — The e-mail must state that this is
a certificate for a TDC project and should be forwarded to Ammie Machan
at the TDC administrative office)
An original certificate or a certified copy of any or all insurance policies required by this
contract shall be filed with the Clerk of the BOCC prior to the contract being executed by the
Clerk's 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 (certificate only
for workers' compensation coverage). Insurance information 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 notice required or permitted under this agreement shall be in writing
and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned
receipt requested to the following:
Reef Renewal—Coral Restoration— Key West 2024
FY 2024 Capital Project Funding
Contract ID#3001 1757
12
For Grantee: Michael Echevarria
Reef Renewal USA, Inc.
4002 W. State Suite
Suite 200
Tampa, FL 33609
For Grantor: Maxine Pacini
Monroe County Tourist Development Council
1201 White Street, Suite 102
Key West, FL 33040
and
Ms. Christine Limbert-Barrows, Asst. County Attorney
P.O. Box 1026
Key West, FL 33041-1026
22. CLAIMS FOR FEDERAL OR STATE AID. Grantee 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. Any conditions imposed as a result of funding that effect the
Project will be provided to each party.
23. NON-DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES. This
agreement is not intended to, nor shall it be construed as, relieving any participating entity
from any obligation or responsibility imposed upon the entity by law except to the extent of
actual and timely performance thereof by any participating entity, in which case the
performance may be offered in satisfaction of the obligation or responsibility. Further, this
agreement is not intended to, nor shall it be construed as, authorizing the delegation of the
constitutional or statutory duties of the County, except to the extent permitted by the Florida
constitution, state statute, and case law.
24. NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely
upon the terms, or any of them, of this agreement to enforce or attempt to enforce any third-
party claim or entitlement to or benefit of any service or program contemplated hereunder,
and the 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 inform, counsel, or otherwise indicate
that any particular individual or group of individuals, entity or entities, have entitlements or
benefits under this agreement separate and apart, inferior to, or superior to the community
in general or for the purposes contemplated in this agreement.
25. ATTESTATIONS. 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. FORCE MAJEURE. The Grantee shall not be liable for delay in performance or
failure to complete the project, in whole or in part, due to the occurrence of any contingency
beyond its control or the control of its contractors and subcontractors, including war or act
Reef Renewal—Coral Restoration— Key West 2024
FY 2024 Capital Project Funding
Contract ID#3001 1758
13
of war whether an actual declaration thereof is made or not, act of terrorism impacting travel
in the United States, insurrection, riot or civil commotion, act of public enemy, epidemic,
quarantine restriction, storm, flood, drought or other act of God, or act of nature (including
presence of endangered animal species which cannot be timely removed in a safe manner)
or any act of any governmental authority which prohibits the project from proceeding as
described in the scope of services and incorporated references and which the Grantee has
exercised reasonable care in the prevention thereof. However, lack of planning for normal
and expected weather conditions for the time of year the project is to be executed shall not
constitute an act of God excusing a delay. Any delay or failure due to the causes stated
shall not constitute a breach of the agreement; however, the Grantor 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
Grantor, the Grantee must furnish evidence of the causes of such delay or failure. Grantor
shall not pay for any goods received or services provided after the date(s) described in
paragraph 1 and Scope of Services.
27. EXECUTION IN COUNTERPARTS. This agreement may be executed in any number
of counterparts, each of which shall be regarded as an original, all of which taken together
shall constitute one and the same instrument and any of the parties hereto may execute this
agreement by signing any such counterpart.
28. 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.
29. MISCELLANEOUS: As used herein, the terms "contract" and "agreement" shall be
read interchangeably.
Reef Renewal—Coral Restoration— Key West 2024
FY 2024 Capital Project Funding
Contract ID#3001 1759
14
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed the day and year first above written..
Xl Board of Gapunty Commissioners
vin Madok, Clerk of Ma ounty
Dep ty Cler ayor/Chairman
eT yOJN�v}
��P4iviu-:nx'r -
MONROE COUNTY ATFTORR�Nt EY
dl�tYl C Y 1
CHRISTINE LIMBERT•BARROWS
ASSISTANT COUNTY ATTORNEY
DATE:_ $JJAL23
...........................................................................................................................
Reef Renew I USA, Inc.
P(Oident -7
r�
Michael Echevarria
Print Name D 7-) Cn
Date: August 7, 2023 - "
- 77 ==;
AND TWO WITNESSES
(1)Blaine Barton (2)Sherie Barton
Print Name Print Name
Date: August 7, 2023 Date: August 7, 2023
Reef Renewal—Coral Restoration—Key West 2024
FY 2024 Capital Project Funding
Contract ID#3001
15
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