Item D26 D26
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: D26
2023-2312
BULK ITEM: Yes DEPARTMENT: Tourist Development Council
TIME APPROXIMATE: STAFF CONTACT: Ammie Machan 305-296-1552
N/A
AGENDA ITEM WORDING: Approval to exercise exemption of competitive solicitation
requirement for professional consultant services and enter into an Agreement with Key West Business
Guild, Inc. to provide gay and lesbian visitor information services.
ITEM BACKGROUND:
Due to the unique professional consulting services provided by the Key West Business Guild, Inc. for
the Visitor Information Services provided to promote gay and lesbian tourism, and because the current
Monroe County Purchasing Policy and Section 2-347(e)(5)(a) of the Monroe County Code allows for an
professional consultant services to be exempted from competitive bidding when "price may only be a
minor concern compared to qualitative considerations" the TDC requests a waiver from the Monroe
County Board of County Commissioners to advertise a Request for Proposal for these services, and to
enter into attached Agreement with Key West Business Guild, Inc. for this service.
DAC I approved at their meeting of March 13, 2024
TDC approved same at their meeting of March 26, 2024
PREVIOUS RELEVANT BOCC ACTION:
The Board approved prior contracts with the KW Business Guild to provide visitor information
services.
INSURANCE REQUIRED:
Yes
CONTRACT/AGREEMENT CHANGES:
New Agreement
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
2211
Key West Business Guild 2024-signed.pdf
FINANCIAL IMPACT:
Line Item Number: I I 7-77012-SC 00036 $57,881.25
Insurance to be provided after BOCC approval
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KEY WEST BUSINESS GUILD — GAY & LESBIAN VIS AGREEMENT
THIS AGREEMENT (Agreement), made and entered into this day of
2024 and between MONROE COUNTY, FLORIDA, (hereinafter called the County), and Key
West Business Guild, Inc., (hereinafter called the Contractor).
WHEREAS, Contractor has successfully provided Visitor Information Services (VIS)
which promote gay and lesbian tourism for the County and Tourist Development Council (TDC)
since April 1, 2001 and is uniquely qualified to provide these services; and
WHEREAS, TDC has recommended to the County that Contractor be awarded an
Agreement for Visitor Information Services which promote gay and lesbian tourism;
NOW THEREFORE, in consideration of the mutual covenants and provisions contained
herein and for the consideration hereinafter set forth, the parties mutually agree as follows-
1. The Agreement: This Agreement constitutes the entire Agreement between the County
and the Contractor for the services contemplated herein. Any amendments or revisions to this
Agreement must be in writing and be executed in the same manner as this Agreement.
2. Term of Agreement: The term of the Agreement is for three years, commencing on
October 1, 2024, and ending on September 30, 2027. In addition, the County shall have the
option to extend the Agreement for one additional two-year period with an increase in
compensation of up to five percent (5%), as further outlined below.
3. Scope of Work: Contractor shall provide Gay & Lesbian Visitor Information Services for
the County as described below:
A. The Contractor will respond to all visitor inquiries (telephone, email/web and in-
person walk-ins) for the benefit of the destination as a whole, and not just for the benefit
of the Contractor or members of the Contractor's organization, nor discriminate against
non-members.
B. The Contractor will use an approved standard template when responding to visitor
emails/web inquiries. Said template shall include a link to visit the TDC official website
(www.fla-ke ), a link to sign up for a Gay & Lesbian eNewsletter via the
Contractor's website, and a link to view or download an electronic version of the
brochure used in VIS mail fulfillment via the Contractor's website (if mail fulfillment is
provided). The template may also include the Contractor's logo and a link to
Contractor's website. Said template is subject to review and periodic change by the
Monroe County TDC.
C. The Contractor will give the TDC official website address: www.fla-keys.com, or its
Gay and Lesbian info page: www.fla-keys.com/gay, as the first response for a
destination website and shall introduce the official TDC website to all caller and email
enquirers as a source for further information on the destination. This provision shall not
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preclude Contractor from introducing its own website as a secondary source of
information.
D. The Contractor will provide Visitor Information Services to visitors or enquirers
calling into, emailing or walking into the facility Monday through Saturday, 9.00 a.m. to
5.00 p.m., with the exception of Christmas Eve afternoon, Christmas Day; New Year's
Day; President's Day, Easter, Memorial Day; Juneteenth; Independence Day; Labor
Day and Thanksgiving Day.
E. The Contractor will provide voice mail, answering machine or similar procedures to
capture visitor inquiries during off hour operations or call overflow.
F. The Contractor will provide and maintain a website at their own cost for gay and
lesbian visitor information, including gay and lesbian accommodations and attractions
within the destination, a link to the TDC website. The website shall be available 24
hours a day, Monday through Sunday, with the exception of required outages for site
maintenance and upgrades.
G. The Contractor will provide and maintain social media platforms (at the time of this
writing, this is limited to Facebook), and Instagram. The contractor will provide monthly
reports, including but not limited to those relating to post reach, post engagement,
demographics of audience, and location of audience.
H.. The Contractor shall record and capture visitor market research data from telephone
inquiries, email inquiries or walk-in visitors. Market research data can be captured via
in-facility kiosk or by staff data entry.
I. The Contractor will provide tracking data on visitation to the website; including total
sessions, total page views, top pages viewed, top referral pages and top referral search
engines. Additional reporting will note the number of page views the electronic
brochure pages receives monthly. Contractor shall provide these website visitation
statistics to the TDC on a monthly basis.
J. The Contractor will produce collateral material for gay and lesbian visitors and
provide mail fulfillment of said material internally or via subcontract. The Contractor shall
retrieve and record all information required for callers or email inquiries resulting in mail
fulfillment requests, which includes the name, address, ZIP code and telephone number
or email address (when provided) of the caller.
K. The Contractor will prepare labels, place labels on envelopes, place approved
collateral material in envelopes, place first class postage and deliver fulfillment to the
post office. The Contractor shall use its own collateral material and/or local gay/lesbian
industry materials as mail fulfillment. The Contractor shall provide the TDC with a copy
of any collateral materials used for mail fulfillment for their records.
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L. The Contractor will provide its own (305) telephone line(s), collateral material, mail
fulfillment envelopes/packaging, postage, postage equipment, computer equipment and
staff to provide said service. No additional funding shall be provided by the TDC for
fulfillment of these contractual services.
M. The Contractor is prohibited from distributing visitor name and address information
recorded via visitor collateral requests to third parties without the express verbal or
written consent of the visitors. The Contractor shall at all times comply with the
Telecommunications Act, relevant Postal Regulations or other regulations regarding
third party mail distribution.
N. The Visitor Information Service program is subject to review and periodic change by
the Monroe County TDC. Any significant change resulting in substantial costs and/or
time in the scope of services requires the written and signed consent of both parties.
4. Compensation: Contractor shall charge $57,881.25 (Fifty-Seven Thousand Eight
Hundred Eighty-One Dollars and Twenty-Five Cents) as an annual administration fee to
cover costs outlined in scope of services. Payment will be made in eleven (11) monthly
installments of $4,823.45 (Four Thousand Eight Hundred Twenty-Three Dollars and Forty-Five
Cents) and one (1) installment of $4,823.30 (Four Thousand Eight Hundred Twenty Three
Dollars and Thiry Cents). If the option to extend is exercised by the parties, the annual
Agreeemetn amount shall be increased by up to 5% or to no more than $60,775.31 per Fiscal
Year. The BOCC and the TDC assume no liability to fund this agreement for an amount in
excess of this award. Payment for expenditures permissible by law and County policies shall
be made through reimbursement to Contractor upon presentation of invoices, and other
documentation necessary to support a claim for reimbursement. Monroe County's performance
and obligation to pay under this agreement is contingent upon an annual appropriation by the
BOCC.
5. Contractor's Acceptance of Conditions: The Contractor hereby agrees to carefully
examine the scope of services and assumes full responsibility therefore. Under no
circumstances, conditions or situations shall this Agreement be more strongly construed
against the County than against the Contractor.
A. Any ambiguity or uncertainty in the scope of services shall be interpreted and
construed by the County, and the County's decision shall be final and binding upon all
parties.
B. The passing, approval and/or acceptance by the County of any of the services
furnished by the Contractor shall not operate as a waiver by the County of strict
compliance with the terms of this Agreement. Failure on the part of the Contractor,
immediately after Notice to Correct a default, shall entitle the County, if it sees fit, to
correct the same and recover the reasonable cost of such replacement and/or repair
from the Contractor, who in any event shall be jointly and severely liable to the County
for all damage, loss and expense caused to the County by reason of the Contractor's
breach of this Agreement and/or his failure to comply strictly and in all things with this
Agreement and with the specifications.
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C. The Contractor agrees that the TDC may designate representatives to visit the
Contractor's facility (ies) periodically to conduct random open file evaluations during the
Contractor's normal business hours.
D. The Contractor warrants that it has, and shall maintain throughout the term of this
Agreement, appropriate licenses and permits required to conduct its business, and that
it will at all times conduct its business activities in a reputable manner. Proof of such
licenses and permits shall be submitted to the County upon request.
6. Contractor's Financial Records: Contractor shall maintain all books, records and
documents directly pertinent to performance under this Agreement in accordance with
generally accepted accounting principles consistently applied. Each party to this Agreement or
their authorized representatives shall have reasonable and timely access to such records of
each other party to this Agreement for public records purposes during the term of the
Agreement and for four years following the termination of this Agreement. Contractor to submit
to the County invoices with supporting documentation that are acceptable to the Clerk.
Acceptability to the Clerk is based on generally accepted accounting principles and such laws,
rules, and regulations as may govern the Clerk's disbursal of funds.
7. Public Records Compliance: Contractor must comply with Florida public records laws,
including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the
Constitution of Florida. The County and Contractor shall allow and permit reasonable access
to, and inspection of, all documents, records, papers, letters or other "public record" 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 Contractor in conjunction with this contract and
related to contract performance. The County shall have the right to unilaterally cancel this
contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by
the terms of this provision shall be deemed a material breach of this contract and the County
may enforce the terms of this provision in the form of a court proceeding and shall, as a
prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with
that proceeding. This provision shall survive any termination or expiration of the contract.
The Contractor is encouraged to consult with its advisors about Florida Public Records
Law in order to comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor
is required to:
(1) Keep and maintain public records that would be required by the County to
perform the service.
(2) Upon receipt from the County's custodian of records, provide the County with a
copy of the requested records or allow the records to be inspected or copied within a
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reasonable time at a cost that does not exceed the cost provided in this chapter or
as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by
law for the duration of the contract term and following completion of the contract if
the contractor does not transfer the records to the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public
records in possession of the Contractor or keep and maintain public records that
would be required by the County to perform the service. If the Contractor transfers
all public records to the County upon completion of the contract, the Contractor shall
destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. If the Contractor keeps and maintains public
records upon completion of the contract, the Contractor shall meet all applicable
requirements for retaining public records. All records stored electronically must be
provided to the County, upon request from the County's custodian of records, in a
format that is compatible with the information technology systems of the County.
(5) A request to inspect or copy public records relating to a County contract must be
made directly to the County, but if the County does not possess the requested
records, the County shall immediately notify the Contractor of the request, and the
Contractor must provide the records to the County or allow the records to be
inspected or copied within a reasonable time.
If the Contractor does not comply with the County's request for records, the County
shall enforce the public records contract provisions in accordance with the contract,
notwithstanding the County's option and right to unilaterally cancel this contract upon
violation of this provision by the Contractor. A Contractor who fails to provide the
public records to the County or pursuant to a valid public records request within a
reasonable time may be subject to penalties under section119.10, Florida Statutes.
The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose
of any public records unless or otherwise provided in this provision or as otherwise
provided by law.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470
BRADLEY-BRIAN(a,MONROECOUNTY-FL.GOV, MONROE COUNTY
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ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL
33040.
8. Hold Harmless: The Contractor covenants and agrees to indemnify and hold harmless
Monroe County BOCC and the TDC from any and all claims for bodily injury (including death),
personal injury and property damage (including property owned by Monroe County) and any
other losses, damages and expenses (including attorney's fees) which arise out of, in
connection with, or by reason of services provided by the Contractor or any of its
Subcontractor(s) in any tier, occasioned by the negligence, errors or other wrongful act of
omission of the Contractor or its subcontractors in any tier, their employees or agents.
9. Independent Contractor: At all times and for all purposes under this Agreement the
Contractor is an independent Contractor and not an employee of the BOCC. No statement
contained in this Agreement shall be construed so as to find the Contractor or any of its
employees, contractors, servants or agents to be employees of the BOCC.
10. Nondiscrimination: County and Contractor 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 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. 12101
Note), as maybe amended from time to time, relating to nondiscrimination on the basis of
disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the
basis of race, color, sex, religion, 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. Assignment/Subcontract: The Contractor shall not assign or subcontract its obligations
under this Agreement, except in writing and with the prior written approval of the BOCC and
Contractor, which approval shall be subject to such conditions and provisions as the BOCC
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may deem necessary. This paragraph shall be incorporated by reference into any assignment
or subcontract and any assignee or subcontractor shall comply with all of the provisions of this
Agreement.
12. Compliance with Law: In providing all services/goods pursuant to this Agreement, the
Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or
regulating the provisions of, such services, including those now in effect and hereinafter
adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a
material breach of this Agreement and shall entitle the BOCC to terminate this Agreement
immediately upon delivery of written notice of termination to the Contractor. The Contractor
shall possess proper licenses to perform work in accordance with these specifications
throughout the term of this Agreement.
13. Disclosure and Conflict of Interest: The Contractor represents that it, its directors,
principles and employees, presently have no interest and shall acquire no interest, either direct
or indirect, which would conflict in any manner with the performance of services required by
this Agreement, as provided in Sect. 112.311, et seq., Florida Statutes. County agrees that
officers and employees of the County recognize and will be required to comply with the
standards of conduct for public officers and employees as delineated in Section 112.313,
Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business
with one's agency; unauthorized compensation; misuse of public position, conflicting
employment or contractual relationship; and disclosure or use of certain information.
Upon execution of this Agreement, and thereafter as changes may require, the Contractor
shall notify the County of any financial interest it may have in any and all programs in Monroe
County which the Contractor sponsors, endorses, recommends, supervises or requires for
counseling, assistance, evaluation or treatment. This provision shall apply whether or not such
program is required by statute, as a condition of probation, or is provided on a voluntary basis.
The County and Contractor warrant that, in respect to itself, it has neither employed nor
retained any company or person, other than a bona fide employee working solely for it, to
solicit or secure this 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
Contractor 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.
14. Arrears: The Contractor shall not pledge the County's credit or make it a guarantor of
payment or surety for any Agreement, debt, obligation, judgment, lien or any form of
indebtedness. The Contractor further warrants and represents that it has no obligation or
indebtedness that would impair its ability to fulfill the terms of this Agreement.
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15. Notice Requirement: Any notice required or permitted under this Agreement shall be in
writing and hand delivered or mailed, postage prepaid, to the other party by certified mail,
returned receipt requested, to the following:
FOR TDC: Maxine Pacini
Monroe County TDC
1201 White Street, Suite 102
Key West, FL 33040
FOR COUNTY: Christine Limbert-Barrows, Assistant County Attorney
PO Box 1026
Key West, FL 33041-1026
FOR CONTRACTOR:
Key West Business Guild, Inc.
808 Duval St
Key West, FL 33040
16. Taxes: The County is exempt from payment of Florida State Sales and Use taxes. The
Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to
its suppliers for materials used to fulfill its obligations under this Agreement, nor is the
Contractor authorized to use the County's Tax Exemption Number in securing such materials.
The Contractor shall be responsible for any and all taxes, or payments of withholding, related
to services rendered under this Agreement.
17. Termination:
A. The County may terminate this Agreement for cause with seven (7) days' notice
to the Contractor. Cause shall constitute a breach of the obligations of the Contractor to
perform the services enumerated as the Contractor's obligations under this Agreement.
B. Either of the parties hereto may terminate this Agreement without cause by
giving the other party sixty (60) days written notice of its intention to do so.
C. For Contracts of any amount, if the County determines that the
Contractor/Consultant has submitted a false certification under Section 287.135(5),
Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel
List, or is engaged in a boycott of Israel, the County shall have the option of (1)
terminating the Agreement after it has given the Contractor/Consultant written notice
and an opportunity to demonstrate the agency's determination of false certification was
in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the
Agreement if the conditions of Section 287.135(4), Florida Statutes, are met.
D. For Contracts of $1,000,000 or more, if the County determines that the
Contractor/Consultant submitted a false certification under Section 287.135(5), Florida
Statutes, or if the Contractor/Consultant has been placed on the Scrutinized Companies
with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran
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Petroleum Energy Sector List, or been engaged in business operations in Cuba or
Syria, the County shall have the option of (1) terminating the Agreement after it has
given the Contractor/Consultant written notice and an opportunity to demonstrate the
agency's determination of false certification was in error pursuant to Section
287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of
Section 287.135(4), Florida Statutes, are met.
18. Governing Law, Venue, Interpretation, Costs and Fees:
A. This Agreement shall be governed by and construed in accordance with the laws of
the State of Florida applicable to Agreements made and to be performed entirely in the
State.
B. In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, the County and Contractor agree that
venue will lie in the appropriate court or before the appropriate administrative body in
Monroe County, Florida.
C. The County and Contractor agree that, in the event of conflicting interpretations of
the terms or a term of this Agreement by or between any of them the issue shall be
submitted to mediation prior to the institution of any other administrative or legal
proceeding.
D. Severability. If any term, covenant, condition or provision of this Agreement (or the
application thereof to any circumstance or person) shall be declared invalid or
unenforceable to any extent by a court of competent jurisdiction, the remaining terms,
covenants, conditions and provisions of this Agreement, shall not be affected thereby;
and each remaining term, covenant, condition and provision of this Agreement shall be
valid and shall be enforceable to the fullest extent permitted by law unless the
enforcement of the remaining terms, covenants, conditions and provisions of this
Agreement would prevent the accomplishment of the original intent of this Agreement.
The County and Contractor agree to reform the Agreement to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the
stricken provision.
E. Attorney's Fees and Costs. The County and Contractor agree that in the event any
cause of action or administrative proceeding is initiated or defended by any 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.
F. Adjudication of Disputes or Disagreements. County and Contractor agree that all
disputes and disagreements shall be attempted to be resolved by meet and confer
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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.
G. Cooperation. In the event any administrative or legal proceeding is instituted against
either party relating to the formation, execution, performance or breach of this
Agreement, County and Contractor agree to participate, to the extent required by the
other party, in all proceedings, hearings, processes, meetings and other activities
related to the substance of this Agreement or provision of the services under this
Agreement. County and Contractor specifically agree that no party to this Agreement
shall be required to enter into any arbitration proceedings related to this Agreement.
19. Binding Effect: The terms, covenants, conditions, and provisions of this Agreement
shall bind and inure to the benefit of the County and Contractor and their respective legal
representatives, successors, and assigns.
20. Authority: Each party represents and warrants to the other that the execution, delivery
and performance of this Agreement have been duly authorized by all necessary County and
corporate action, as required by law.
21. 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.
22. 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.
23. Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory
Duties. This Agreement is not intended to, nor shall it be construed as, relieving any
participating entity from any obligation or responsibility imposed upon the entity by law except
to the extent of actual and timely performance thereof by any participating entity, in which case
the performance may be offered in satisfaction of the obligation or responsibility. Further, this
Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the
constitutional or statutory duties of the County, except to the extent permitted by the Florida
constitution, state statute and case law.
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 Contractor agree that neither the County nor the Contractor or any agent, officer or
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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. COUNTY FORMS: By signing this Agreement, CONTRACTOR has sworn or affirmed to
the following requirements as set forth in the Public Entity Crime Statement, Ethics Statement,
Drug-Free Workplace Statement and Vendor Certification Regarding Scrutinized Companies
List as set forth in more detail in this Agreement.
Public Entity Crime Statement: The CONTRACTOR certifies and agrees that CONTRACTOR
nor any Affiliate has been placed on the convicted vendor list within the last 36 months.
In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been
placed on the Discriminatory Vendor List, kept by the Florida Department of Management
Services, may not submit a bid on a contract to provide goods or services to a public entity;
may not submit a bid on a contract with a public entity for the construction or repair of a public
building or public work; may not submit bids on leases of real property to a public entity; may
not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a
contract with any public entity; and may not transact business with any public entity.
A person or affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not submit a bid on contracts to provide any goods or services to a
public entity, may not submit a bid on a contract with a public entity for the construction or
repair of a public building or public work, may not submit bids on leases of real property to
public entity, may not be awarded or perform work as a contractor, supplier, subcontractor,
CONTRACTOR or subcontractor under a contract with any public entity, and may not transact
business with any public entity in excess of the threshold amount provided in Section 287.017
of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being
placed on the convicted vendor list.
By signing this Agreement, CONTRACTOR represents that the execution of this Agreement
will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of
this section shall result in termination of this Agreement and recovery of all monies paid hereto
and may result in debarment from COUNTY's competitive procurement activities.
In addition to the foregoing, CONTRACTOR further represents that there has been no
determination, based on an audit, that it or any subcontractor has committed an act defined by
Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally
charged with committing an act defined as a "public entity crime" regardless of the amount of
money involved or whether CONTRACTOR has been placed on the convicted vendor list.
CONTRACTOR will promptly notify the COUNTY if it or any subcontractor is formally
charged with an act defined as a "public entity crime" or has been placed on the
convicted vendor list.
Ethics Clause: By signing this Agreement, the CONTRACTOR warrants that he/it has not
employed, retained or otherwise had act on his/her behalf any former County officer or
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employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or
employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this
provision the County may, in its discretion, terminate this Agreement without liability and may
also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the
full amount of any fee, commission, percentage, gift, or consideration paid to the former
County officer or employee.
DRUG-FREE WORKPLACE: CONTRACTOR in accordance with Florida Statute 287.087
hereby certifies that CONTRACTOR shall-
1. Publish a statement notifying employees that the unlawful manufacture, distribution,
dispensing, possession, or use of a controlled substance is prohibited in the workplace
and specifying the actions that will be taken against employees for violations of such
prohibition.
2. Inform employees about the dangers of drug abuse in the workplace, the business'
policy of maintaining a drug-free workplace, any available drug counseling,
rehabilitation, and employee assistance programs, and the penalties that may be
imposed upon employees for drug abuse violations.
3. Give each employee engaged in providing the commodities or contractual services that
are under bid a copy of the statement specified in subsection (1).
4. In the statement specified in subsection (1), notify the employees that, as a condition of
working on the commodities or contractual services that are under bid, the employee
will abide by the terms of the statement and will notify the employer of any conviction of,
or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or
of any controlled substance law of the United States or any state, for a violation
occurring in the workplace no later than five (5) days after such conviction.
5. Impose a sanction on, or require the satisfactory participation in a drug abuse
assistance or rehabilitation program if such is available in the employee's community, or
any employee who is so convicted.
6. Make a good faith effort to continue to maintain a drug-free workplace through
implementation of this section.
The person authorized to sign the Agreement certifies that CONTRACTOR complies
fully with the above requirements.
VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS:
CONTRACTOR agrees and certifies compliance with the following:
Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a
proposal for, or entering into or renewing a contract for goods or services of any amount
if, at the time of contracting or renewal, the company is on the Scrutinized Companies
that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is
engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a
company from bidding on, submitting a proposal for, or entering into or renewing a
contract for goods or services of $1,000,000 or more, that are on either the Scrutinized
Companies with Activities in Sudan List or the Scrutinized Companies with Activities in
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the Iran Petroleum Energy Sector Lists which were created pursuant to s. 215.473,
Florida Statutes, or is engaged in business operations in Cuba or Syria.
As the person authorized to sign on behalf of CONTRACTOR, I hereby certify that the
company identified above as "CONTRACTOR" is not listed on the Scrutinized
Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of
$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in
Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy
Sector List, or engaged in business operations in Cuba or Syria.
I understand that pursuant to Section 287.135, Florida Statutes, the submission of a
false certification may subject company to civil penalties, attorney's fees, and/or costs. I
further understand that any contract with the County may be terminated, at the option of
the County, if the company is found to have submitted a false certification or has been
placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of
Israel or placed on the Scrutinized Companies with Activities in Sudan List or the
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been
engaged in business operations in Cuba or Syria.
Note: The List are available at the following Department of Management Services Site:
http://www.dms.myflorida.com/business operations/state purchasing/vendor information/co
nvicted suspended discriminatory complaints vendor lists
Non Collusion Affidavit: CONTRACTOR by signing this Agreement, according to law on my
oath, and under penalty of perjury, depose and say that the person signing on behalf of the
firm of CONTRACTOR, the bidder making the Proposal for the project described in the Scope
of Work and that I executed the said proposal with full authority to do so; the prices in this bid
have been arrived at independently without collusion, consultation, communication or
agreement for the purpose of restricting competition, as to any matter relating to such prices
with any other bidder or with any competitor; unless otherwise required by law, the prices
which have been quoted in this bid have not been knowingly disclosed by the bidder and will
not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other
bidder or to any competitor; and no attempt has been made or will be made by the bidder to
induce any other person, partnership or corporation to submit, or not to submit, a bid for the
purpose of restricting competition; the statements contained in this affidavit are true and
correct, and made with full knowledge that Monroe County relies upon the truth of the
statements contained in this affidavit in awarding contracts for said project.
26. No Personal Liability: No covenant or Agreement contained herein shall be deemed to
be a covenant or Agreement of any member, officer, agent or employee of Monroe County in
his or her individual capacity, and no member, officer, agent or employee of Monroe County
shall be liable personally on this Agreement or be subject to any personal liability or
accountability by reason of the execution of this Agreement.
27. 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
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constitute one and the same instrument and any of the parties hereto may execute this
Agreement by singing any such counterpart.
28. E-Verify System: Beginning January 1, 2021, in accordance with F.S. 448.095, the
Contractor and any subcontractor shall register with and shall utilize the U.S. Department of
Homeland Security's E-Verify system to verify the work authorization status of all new
employees hired by the Contractor during the term of the Contract and shall expressly require
any subcontractors performing work or providing services pursuant to the Contract to likewise
utilize the U.S. Department of Homeland Security's E-Verify system to verify the work
authorization status of all new employees hired by the subcontractor during the Contract term.
Any subcontractor shall provide an affidavit stating that the subcontractor does not employ,
contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and
be subject to the provisions of F.S. 448.095
29. Insurance: The Provider shall maintain the following required insurance throughout the
entire term of this agreement and any extensions. Failure to comply with this provision may
result in the immediate suspension of all work until the required insurance has been reinstated
or replaced. Delays in the completion of work resulting from the failure of the Provider to
maintain the required insurance shall not extend any deadlines specified in this agreement and
any penalties and failure to perform assessments shall be imposed as if the work had not been
suspended, except for Provider's failure to maintain the required insurance.
The Provider shall provide, to the County, as satisfactory evidence of the required insurance,
either:
Certificate of Insurance
or
A Certified copy of the actual insurance policy
The County, at its sole option, has the right to request a certified copy of any or all insurance
policies required by this agreement.
All Insurance policies must specify that they are not subject to cancellation, non-
renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior
notification is given to the County by the insurer. The acceptance and/or approval of the
Provider's insurance shall not be construed as relieving the Provider from any liability or
obligation assumed under this agreement or imposed by law.
The Monroe County Board of County Commissioners, its employees and officials will be
included as "Additional Insured" on all policies, except for Workers' Compensation. Any
deviations from these General Insurance Requirements must be requested in writing from the
County. Such requests shall be prepared from the County's form entitled "Request for Waiver
of Insurance Requirements" and approved by Monroe County Risk Management.
A. Prior to the commencement of work governed by this agreement the Provider
shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida
Statute 440.
In addition, the Provider shall obtain Employers' Liability Insurance with limits of
not less than:
$100,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease, policy limits
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$100,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the agreement.
Coverage shall be provided by a company or companies authorized to transact
business in the state of Florida and the company or companies must maintain a minimum
rating of A-V1, as assigned by the A.M. Best Company.
B. Prior to the commencement of work governed by this agreement, the Provider
shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of
the agreement and include, as a minimum:
• Premises Operations and Contents
• Products and Completed Operations
• Blanket Contractual Liability
• Personal Injury Liability
• Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per person
$1,000,000 per Occurrence
$ 100,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its
provisions should include coverage for claims filed on or after the effective date of this
agreement. In addition, the period for which claims may be reported should extend for a
minimum of twelve (12) months following the acceptance of work by the County.
The Monroe County Board of County Commissioners shall be named as Additional
Insured on all policies issued to satisfy the above requirements.
30. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed 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 ATTORNEY
IIR?W�D AST 01'AILIC I"'!j
"c!ij.Z-17SQ"
CHRISTINE LIMBERr-BARROWS,
A SSISTANT COUNTY ATTORNEY
DATE 4/1124 ....................
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