09/11/2024 Agreement GVS COURTq°
o: A Kevin Madok, CPA
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�o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida
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DATE: October 3, 2024
TO: Ammie Machan, Administrative Assistant
Tourist Development Council
Julie Cuneo
Office of Management and Budget
FROM: Liz Yongue, Deputy Clerk
SUBJECT: September 11, 2024 BOCC Meeting
The following items have been executed and added to the record:
D32 Approval of an Agreement with the Florida Keys Wild Bird Rehabilitation
Center, Inc. in an amount not to exceed $40,000 DAC IV FY 2025 Capital Resources for the
Wild Bird Sanctuary Plumbing Upgrades Project.
D35 Agreement with Reef Environmental Education Foundation Incorporated in an
amount not to exceed $201,042 DAC IV FY 2025 Capital Resources for the REEF Ocean
Exploration Center: AV and Lighting Project.
D36 Agreement with The Florida Keys History of Diving Museum, Inc. in an amount
not to exceed $42,212 DAC IV FY 2025 Capital Resources for the Dive Museum Entryway and
Ticket Counter Project.
D40 Agreement with Reef Environmental Education Foundation, Inc. for REEF Ocean
Exploration Center in an amount not to exceed $473,893 FY 25 DAC V Capital Resources
D41 Agreement with Florida Keys Wild Bird Rehabilitation Center, Inc. for the repair
of boardwalks in an amount not to exceed $20,000, FY 2025 DAC V Capital Resources.
Should you have any questions please feel free to contact me at(305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
Grant Award Agreement
THIS AGREEMENT (agreement) is entered into this 11th day of
September 2024 by and between MONROE COUNTY (County or Grantor), a political
subdivision of the State of Florida and Florida Keys Wild Bird Rehabilitation Center, 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 IV for funding for the Wild Bird
Sanctuary Plumbing Upgrades 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 an 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 1, 2024
through to September 30, 2025. 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, 2024 to September 30,
2025. 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
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
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which grant funds are to be expended must be completed by the stated termination date of
September 30, 2025 and all invoices pertaining to this project shall be submitted to the TDC
administrative office no later than September 30, 2025 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 Erin Allison (Phone: (305) 852-4486; Email:
erin@keepthemflying.org;Bayleigh@keepthemflying.org;). 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 $10,000.00 to $100,000, the not-for-profit shall
document and provide with the reimbursement request, two (2) or more written
quotes for the goods or services.
For work expected to be more than $100,000 the not for profit shall document
and provide with the reimbursement request three (3) or more written quotes for
the goods or services.
When obtaining price quotes, the not-for-profit must diligently seek to obtain
quotes and such efforts should be documented (by noting calls and emails etc.
by staff and/or the project manager) and provided with the reimbursement
request. In the event that the required number of quotes are not obtained a
notarized statement from the President/Chief Executive Officer of the not-for-
profit shall explain why the required number of quotes were not obtain and
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certifying that the not-for-profit has made all efforts to obtain the number of quotes
required must be provided. This should include all documentation of the efforts
to obtain the required number of quotes.
If the commodities or services will be provided by a "sole source" provider, the
not-for-profit must submit a notarized statement with its request for payment
explaining why the vendor is the only source for the commodities or services. The
Grantee should submit the "sole source" justification to the TDC Administrative
Office for review and approval by the County. Failure to obtain advance approval
for a "sole source" expenditure may cause the reimbursement to be disallowed
for reimbursement by the County.
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 $40,000 (Forty Thousand TDC District IV 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 bylaw 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) and to arrange for inspection upon the completion of
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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.
All payment requests must be submitted to the TDC administrative office no later than
September 30, 2025. Invoices received by the TDC administrative office after
September 30, 2025 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
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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 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
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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.
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
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amount of such commission, percentage, brokerage or contingent fee. Contractor
acknowledges that it is aware that funding for this agreement is available at least in part
through the County and that violation of this paragraph may result in the County
withdrawing funding for the project.
c.) Hold harmless/indemnification. Contractor acknowledges that this agreement is
funded at least in part by the County and agrees to indemnify and hold harmless the
County and any of its officers and employees from and against any and all claims,
liabilities, litigation, causes of action, damages, costs, expenses (including but not
limited to fees and expenses arising from any factual investigation, discovery or
preparation for litigation), and the payment of any and all of the foregoing or any
demands, settlements orjudgments (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
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access to these records at the request of the TDC, the County, the State of Florida or
authorized agents and representatives of said government bodies.
9. HOLD HARMLESS/INDEMNIFICATION. The Grantee hereby agrees to indemnify and
hold harmless the BOCC/TDC and 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 orjudgments 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 VIII of the Civil Rights Act
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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. 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, 2025. 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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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: The Event Contractors 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 Event Contractor agrees that the County shall have the right to terminate this
Wild Bird Sanctuary Plumbing Upgrades
FY 2025 Capital Project Funding
Contract ID#3251
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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.
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 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-
Wild Bird Sanctuary Plumbing Upgrades
FY 2025 Capital Project Funding
Contract ID#3251
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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: radle�-
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:
For Grantee: Erin Allison
Florida Keys Wild Bird Rehabilitation Center, Inc.
92080 Overseas Highway
Tavernier, FL 33070
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.
Wild Bird Sanctuary Plumbing Upgrades
FY 2025 Capital Project Funding
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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. 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 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.
26. 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.
27. 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.
Wild Bird Sanctuary Plumbing Upgrades
FY 2025 Capital Project Funding
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28. MISCELLANEOUS: As used herein, the terms "contract" and "agreement" shall be read
interchangeably.
29. COUNTY FORMS: By signing this Agreement, GRANTEE has sworn or affirmed to the
following requirements as set forth in the Ethics Statement and Non-Collusion Affidavit as set
forth in more detail in this Agreement.
a) Ethics Clause: By signing this Agreement, the GRANTEE warrants that he/it has
not employed, retained or otherwise had act on his/her behalf any former County
officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any
County officer or employee in violation of Section 3 of Ordinance No. 010-1990.
For breach or violation of this provision the County may, in its discretion,
terminate this Agreement without liability and may also, in its discretion, deduct
from the Agreement or purchase price, or otherwise recover, the full amount of
any fee, commission, percentage, gift, or consideration paid to the former County
officer or employee.
b) Non Collusion Affidavit: GRANTEE 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 GRANTEE, 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.
c) Affidavit Attesting to Noncoercive Conduct for Labor or Services: Grantee under
penalty of perjury attests that Grantee does not use coercion for labor or services
in accordance with Section 787.06, Florida Statutes.
As defined in Section 787.06(2)(a), coercion means-
1. Using or threating to use physical force against any person;
2. Restraining, isolating, or confining or threating to restrain, isolate, or confine
any person without lawful authority and against her or his will;
3. Using lending or other credit methods to establish a debt by any person when
labor or services are pledged as a security for the debt, if the value of the
labor or services as reasonably assessed is not applied toward the liquidation
of the debt, the length and nature of the labor or service are not respectively
limited and defined;
Wild Bird Sanctuary Plumbing Upgrades
FY 2025 Capital Project Funding
Contract ID#3251
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4. Destroying, concealing, removing, confiscating, withholding, or possessing
any actual or purported passport, visa, or other immigration document, or any
other actual or purported government identification document, of any person;
5. Causing or threating to cause financial harm to any person;
6. Enticing or luring any person by fraud or deceit; or
7. Providing a controlled substance as outlined in Schedule I or Schedule II of
Section 893.03 to any person for the purpose of exploitation of that person.
As a person authorized to sign on behalf of Grantee, I certify under penalties
of perjury that Grantee does not use coercion for labor or services in
accordance with Section 787.06. Additionally, Grantee has reviewed Section
787.06, Florida Statutes, and agrees to abide by same.
Wild Bird Sanctuary Plumbing Upgrades
FY 2025 Capital Project Funding
Contract ID#3251
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IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
the day and year first above written.
�, 1 RL lW�yAC' •� a
,,,,,,:,';,:-.,,,a w. _.0 EAL)4'il\ Board of County Commissioners
46.:fi„s.,,..,,,,,,,,•,,IyA e0, K,eytri Madok, Clerk of Monroe County
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� (N ..ryry "Ir�c'�i �,�4'7 'I
:,,t , 4 f ,- fi,,,,,Ddput Clerk Mayor/Chairman
MONROE COUNTY ATTORNEY
AS TO 2t
Florida Keys Wild Bird Rehabilitation Center, Inc. ASSISTANT COUNTY ATTORNEY
DATE 8/5/24
By
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President
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Print Name
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Wild Bird Sanctuary Plumbing Upgrades
FY 2025 Capital Project Funding
Contract 1 D#3251
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CERTIFICATE OF LIABILITY INSURANCE aATEIMMroomYYp
�.� 1 12-18-2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT. If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsements.
PRODUCER 305-453-6241 800-506-7661 CONTACT
Houston Insurance Agency Inc.
Houston Insurance Agency Inc. PHONE . 305-453-6241 aC No 800-506-7661
AIL
89015 Overseas Hwy Ste 2 ADDRESS, ma!y@houstoninsuranceagency.net
Tavernier, FL 33070 INSURER[Sp AFFORDING COVERAGE NAICN
INSURERA: Nautilus Insurance Company 17370
INSURED 305-852-4486 JNsuRERe: Nautilus Insurance Company 17370
Florida Keys Wild Bird Rehabilitation Center Inc. INSURERC:
92080 Overseas Hwy INSURER D
INSURER E:
Tavernier FL 33070 INSURERF:
COVERAGES CERTIFICATE NUMBER. REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INS, TYPE OF INSURANCE ADOL SUBR POLICY NUMBER PCY EFF fMOMd�pY EXP LIMITS
LTR
COMMERCIAL GENERALUA131UY EACH OCCURRENCE S 1,000,000
1.1
OCCUR PREMISES E� rrenm S 100 000
CLAOMs MAaE .,- .. __ .
NN 1630926 12/1512023 12/15/2024 MED ExP{Any ana pars ) s 5.000
..._......_.__...._.. .. _..... PERsoNAL&ADV INJURY 1,000,000 -
GENT AGGREGATE LIMIT APPLIES PE
aw _w
R GENERAL 5 2,000,000
POLICY I� .._. L ` ( PRODUCTS AOG $ 1,000,000
--.- .
pp IIII
J�ECor ....V
OTHER: I tyS
AUTOMOBILE LIABILITY �90 ` =CE
GLE LIMIT $I -
.ANY AUTOI)ATE {,Per personl OWNED SCHEDULED e�lyAUTOS ONLY AUTOS �� {kVER W Per a .._
GE
AUTOS ONLY AUTOS ONLY .A. ..................... ..................................................... .,..
S
AN1300382 12/1512023 1211512024 ....._ __w._ ...
UMBRELLA LIAR I _ RENCE S 1,000,000
CUR EACH OOCUR�w .. ..m_ _.w ..... ....
g EXCESS LIAB CLAIMS-MADE AGGREGATE S
�,� . ..........
"uRETENTI- ,.,,..,.m.... m.._..... .... .... .... .... ..... ..........
ON S $
WORKERS COMPENSATION
ANYDPROPRIETgiF�ARTNERIEXECUTIVE YIN
��E.L.EACH ACCIDENT ERH,__, $.......____......................................_.
(OFFICERIMEMBE
Mandatory In NHR EXCLUDED? NIA .E.L,..DISEASE.-EAEMPLOYE .x.................................................................
If es,descAbe under ii .... .... _ .. .,...._.. ....... ,,, _ ... ....
O SCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S
fi
DESCRIPTION OF OPERATIONS 0 LOCATIONS 1 VEHICLES(ACORD 101,,Additional Remarks Schedule,may be attached if more space is required)
Additional insured when required by written contract
CERTIFICATE HOLDER Phone Fax,, CANCELLATION
Monroe County BOCC&TDC
1100 Simonton St SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
Key West, Fl-33040
AUTHORIZED REPRESENTATIVE
Mary Houston, CPIA
1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD
9 BOARD OF COUNTY COMMISSIONERS
County of Monroer'l ','I Mayor Craig Cates,District 1
The Florida Keys Mayor Pro Tem Holly Merrill Raschein,District 5
y Michelle Lincoln,District 2
James K.Scholl,District 3
Robert B.Shillinger,County Attorney** " David Rice,District 4
Pedro J.Mercado,Sr.Assistant County Attorney**
Cynthia L.Hall,Sr.Assistant County Attorney**
Christine Limbert-Barrows,Assistant County Attorney** Office of the County Attorney
Derek V.Howard,Assistant County Attorney** I I 1112rh Street,Suite 408
Peter H.Morris,Assistant County Attorney** Key West,FL 33040
Patricia Fables,Assistant County Attorney (305)292-3470 Office
Joseph X.DiNovo,Assistant County Attorney** (305)292-3516 Fax
Kelly Dugan,Assistant County Attorney
Christina Cory,Assistant County Attorney
**Board Certified in City,County&Local Govt.Law
RE: Waiver of insurance Requirements
Risk Management is waving the contract requirement of Auto liability insurance for Florida Keys Wild Bird
Rehabilitation Center. They presently do not own a vehicle and will raise their limits to the required level once
A new vehicle is purchased
Thank you,
Brian Bradley
Risk Manager