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Item C05 C5 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 May 15, 2024 Agenda Item Number: C5 2023-2428 BULK ITEM: Yes DEPARTMENT: Library System TIME APPROXIMATE: STAFF CONTACT: Anne L. Rice AGENDA ITEM WORDING: Approval of a Memorandum of Understanding with Friends of the Key West Library for the purpose of creating a mutually beneficial and clear operational understanding. The Friends mission is to raise funding and public awareness in the community to support the services and programs of the Library. As a non-profit, 501(c)(3) organization, however, it is a legally distinct entity and is not a part of the Library. ITEM BACKGROUND: Approval of a Memorandum of Understanding (MOU)with Friends of the Key West Library (FOLKW) for the purpose of creating a mutually beneficial and clear operational understanding between the FOLKW and the Monroe County Public Library. This MOU between FOLKW and the Library, once approved by the Monroe County Board of County Commissioners, will stand until and unless it is modified by mutual agreement of the FOLKW executive board and the Library administration with the approval of the BOCC. The FOLKW's mission is to raise funding and public awareness in the community to support the services and programs of the Library. As a non-profit, 501(c)(3) organization, however, it is a legally distinct entity and is not a part of the Library. PREVIOUS RELEVANT BOCC ACTION: Similar MOUs with Friends groups for Key Largo and Marathon libraries approved in 2021. INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: STAFF RECOMMENDATION: Approval. DOCUMENTATION: KW Friends MOU 202 .pdf 151 FINANCIAL IMPACT: 152 MEMORANDUM OF UNDERSTANDING between THE FRIENDS OF THE KEY WEST LIBRARY and THE KEY WEST LIBRARY THIS MEMORANDUM of UNDERSTANDING, (hereafter"MOU") is entered into on , 2024 by and between the Friends of the Monroe County Library in Key West, Inc. (Hereafter "Friends"), a Florida not-for-profit 501(c)(3) corporation whose address is 700 Fleming Street and Monroe County )hereafter "County"), a political subdivision of the State of Florida whose address is 1100 Simonton Street, Key West, FL 33040. WHEREAS, the County operates the Monroe County Public Library(s) (hereafter "Library")with branches in the City of Key West,Big Pine Key,the City of Marathon,the Villages of Islamorada and Key Largo; and WHEREAS,the Friends mission is to raise money and public awareness in the community to support the services and programs of the Key West Library; and WHEREAS,the parties desire to enter into the herein described agreement in which they shall work together to accomplish the goals and objectives set forth. NOW, THEREFORE,be it resolved by the parties as follows; A. RESPONSIBILITIES AND OBLIGATIONS OF THE PARTIES 1. County: 1.1 The County agrees to include the Friends in the long-term planning process to ensure that the Friends are aware of the goals and direction of the Library. 1.2 The County agrees to share with the Friends the Library's strategic initiatives at the beginning of each fiscal year and discuss with Friends how their resources and support might help forward these initiatives. 1.3 The County agrees to supply the Friends with a"wish list"each year that indicates the anticipated needs for Friends support. 1.4 The County agrees to provide public space for Friends membership brochures and promotional materials. 1.5 The County agrees to provide the Friends with limited space in the Library for book storage and sorting, book sales, and office needs when possible. 2. Friends: 2.1 The Friends agree to publicly support the Library and its policies. 153 2.2 The Friends agree to include a member from the Library's administration as a non- voting presence at all Friends' board meetings and to allow room on the agenda for a library report. 2.3 The Friends of the Monroe County Library in Key West,Florida,Inc. is a qualified 501(c)(3) charitable organization registered in the State of Florida and by the IRS (EIN 59-1897084). As such, the Friends must file an IRS Form 990 annually, a publicly accessible document. If the Friends organization anticipates higher than normal expenditures in a particular year, it will endeavor to notify the County in advance. 2.4 The Friends agree that they will not engage in the creation or hosting of programming or events without the agreement and prior approval of the Library administration. 2.5 The Friends agree that the Library administration has the final say in accepting or declining any and all gifts made to the Library. 2.6 The Friends agree to engage in advocacy efforts on behalf of the Library under the guidance of the County and Library Administration. 2.7 The Friends agree that if they cease to actively fundraise and promote the Library per 2.1 and 2.6, they will disband, allowing for a new Friends group to be established in the future. The Friends may be dissolved after a motion to do so is adopted by two-thirds of Board members present at a monthly meeting and approved at the next Annual Meeting by two-thirds of the Members present.Upon dissolution the residual assets of the organization will be turned over to the Community Foundation of the Florida Keys (CFFK) as a Permanent Endowment Fund subject to the CFFK annual payout policy for endowed funds. The annual recipient shall be the Monroe County Public Library in Key West, Florida or another library in Key West open to the public. If no such library exists,the annual payout shall be distributed to one or more libraries in Florida open to the public with preference given to libraries in Monroe County. Should CFFK not exist or qualify as a 501(c)(3) organization to receive the funds from The Friends upon dissolution, one or more organizations which are themselves exempt as organizations described in sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1954 or corresponding sections in any future law shall be selected to hold the funds and follow similar payout policies. B. INDEMNIFICATION AND LIABILITIES 1. Friends shall be solely responsible to parties with whom it shall deal with in carrying out the terms of this agreement and shall save the County harmless against all claims of whatever nature by third parties arising out of the performance of work under this agreement. For 154 purposes of this agreement, Friends acknowledges that Friends is not an employee or agent of the County, but is an independent 501 (c) (3)non-profit corporation. 2. To the extent permitted by law set forth in F.S. 768.28, the County shall be solely responsible to parties with whom it shall deal in carrying out the terms of this agreement and shall save Friends harmless against all claims of whatever nature by third parties agrees to be fully responsible to the limits set forth in such statute for its own negligent acts or omissions, or intentional tortuous acts, which result in claims or suits arising out of the performance of work under this agreement. 3. The County recognizes that Friends, its staff and volunteers are not employees or agents of the County in any form and that they maintain their own system of management and personnel policies. 4. Nothing herein is intended to serve as a waiver of sovereign immunity by any party or recipient to whom sovereign immunity applies. Nothing herein shall be construed as consent by a County agency or subdivision of Monroe County to be sued by third parties in any matter arising out of this or any other contract. 5. Friends agrees to indemnify, defend, and hold free and harmless, the County and each of its members, agents, servants, employees, officers, and directors, from and against any and all actions, claims, liabilities, assertions of liability, losses, costs, and expenses including, but not limited to, attorney fees, reasonable investigative and discovery costs, and court costs, which in any manner may arise or be alleged to have arisen, or resulted, or alleged to have resulted, from the presence and activities, or any nature or otherwise of Friends,its agents, servants, or employees relating to this MOU, including but not limited to, claim or claims for bodily injury or death of persons, and for loss of or damage to property, including claims or loss by the County or its agents, servants, and employees the County and the County's elected and appointed officers and employees harmless from and against(i)any claims, actions or causes or action, (ii)any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fire,penalty or business interruption, and (iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of Friends or any of its employees, agents, volunteers, contractors or other invitees during the term of this Agreement, (B) the negligence or willful misconduct of Friends or any of its employees, agents, volunteers, sub- contractors or other invitees, or (C) Friends' default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than Friends). Insofar as the claims, actions, causes of action, litigation,proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. 6. The County agrees to indemnify, defend, and hold free and harmless to the extent permitted by law, Friends and each of its volunteers, members, agents, servants, employees, officers, and directors from and against any and all actions, claims, liabilities, assertion of liability, 155 losses, costs, and expenses including, but not limited to, attorney fees, reasonable investigative and discovery costs, and court costs, which in any manner may arise or be alleged to have arisen, or resulted, or alleged to have resulted,from the presence and activities, or any nature or otherwise of the County, its agents, servants, or employees relating to this MOU, including, but not limited to, claim or claims for bodily injury or death of persons, and for loss of or damage to property, including claims or loss by the County or its agents, servants, and employees. C. AMENDMENT OF CANCELLATION OF THIS MEMORANDUM This MOU may be amended or modified at any time in writing by mutual consent of both Parties. In addition, the MOU may be cancelled by either party with 90 days advance written notice, with the exception where cause for cancelation may include, but is not limited to, a material and significant breach of any of the provisions contained herein, when it may be cancelled upon delivery of written notice to the other parry. D. MEDIATION DISPUTE RESOLUTION The Parties to this MOU agree that should any dispute arise through any aspect of this relationship, including, but not limited to, any matters, disputes or claims, the parties shall confer in good faith to promptly resolve any dispute. In the event that the parties are unable to resolve the issue or dispute between them,then the matter shall be mediated in an attempt to resolve any and all issues between the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any parry shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. E. NOTICE Any notice or communication required or permitted under this MOU shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such address as one may have furnished to the other in writing. F. GOVERNING LAW This MOU shall be governed by and construed in accordance with the laws of the State of Florida. G. SEVERABILITY CLAUSE In the event that any provision of this MOU shall be deemed to be severable or invalid, and if any term, condition, phrase or portion of this MOU shall be determined to be unlawful or otherwise unenforceable,the remainder of the MOU shall remain in full force and effect,so long as the clause severed does not affect the intent of the parties. If a court should find that any provision of this MOU to be invalid or unenforceable, but that by limited said provision it would become valid and enforceable, then said provisions shall be deemed to be written, construed and enforced as so limited. 156 H. ASSIGNMENT Neither parry to this MOU may assign or transfer the responsibilities or agreement made herein without the prior written consent of the non-assigning parry, which approval shall not be unreasonably withheld. L ENTIRE UNDERSTANDING The herein MOU constitutes the entire understanding of the Parties signing this MOU. The Parties desire or intend that any implementing contract, license, or other agreement entered into between the Parties subsequent hereto shall supersede and preempt any conflicting provision of this MOU whether written or oral. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed thus day of 2024. (SEAL) ATTEXT: KEVIN MADOK, CLERK BOARD OF COUNTY COMMISSIONS OF MONROE COUNTY, FLORIDA By: By: FRIENDS OF THE MONROE PUBLIC WEST FLORID LIBRARY IN not r profit FLORIDA, INC., a Florida not for _ corporation Approved as to faxm and legal sufficiency �I Monroe Comity Attomey's Office Christina C"ay,Assistant County Attorney BY ._.�w Roberta Isleib,President 157