Subcontract
CONSENT TO SUBCONTRACT THE SURVEY OF
HISTORIC BUILDINGS IN UNINCORPORATED MONROE COUNTY
This consent to subcontract is made and entered into this 1'I.d, day of March, 2003,
between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinafter
referred to as "Board," and the HISTORIC FLORIDA KEYS FOUNDATION, hereinafter referred to as
"FOUNDATION."
WHEREAS, on September 18, 2002, the parties entered into an agreement whereby the
FOUNDATION is to provide a survey of historic buildings in unincorporated Monroe County (the
original agreement); and
WHEREAS, paragraph 13 of the original agreement prohibits the assignment or
subcontracting of any of the FOUNDATION'S duties and obligations under the original agreement
without the consent of the Board; and
WHEREAS, the FOUNDATION desires to subcontract the survey of historic buildings in
unincorporated Monroe County to GAl Consultants-SE; now, therefore,
IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree
as follows:
1. The Board consents to the FOUNDATION subcontracting the survey of historic buildings in
unincorporated Monroe County to GAl Consultants-SE, according to the terms and conditions of the
agreement between the FOUNDATION and GAl Consultants-SE. A copy of those agreements is
attached to this consent to subcontract agreement as Exhibit A and is hereby made a part of this
consent to subcontract agreement. The Board agrees to reimburse the FOUNDATION for the survey
of historic buildings in unincorporated Monroe County according to the terms set forth in Exhibit A,
subject to the maximum amounts set forth in the original agreement paragraph three and subject to
the FOUNDATION furnishing reimbursement documentation satisfactory to the Clerk of the Circuit
Court.
2. Except as provided in this consent to subcontract agreement, paragraph one, in all other
respects the terms and conditions of the parties' original agreement remain in full force and effect.
This consent to subcontract does not release or waive the obligation of the FOUNDATION to see that
its duties and responsibilities under the original agreement are satisfactorily performed.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of
the dayand year first written above.
(SEAL)
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By
. President
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By ~ (~
Mayor/Chairman
HISTORIC FLORIDA KEYS FOUNDATION
(Federal ID No. 65-0135871
)
By ~/2<..-" D ~ C. ~_
Director
consent to subcontract - HFKF
MONROE COUNTY HISTORIC BUILDINGS SURVEY SUBCONTRACT
THIS AGREEMENT is made and entered into this day of
, 2003, by and between HISTORIC FLORIDA KEYS FOUNDATION, whose
address is 510 Greene Street, Key West, FL 33040, hereinafter referred to as
"FOUNDATION," and GAl CONSULTANTS-SE, whose address is 618 East South St., Orlando,
FL 32801, hereinafter referred to as "CONSULTANT,"
WITNESSETH
WHEREAS, the Florida Department of State, Division of Historical Resources has
awarded a grant of funds to Monroe County to implement a program that provides a survey
of historical buildings in Monroe County; and
WHEREAS, Monroe County has entered into a contract with the FOUNDATION for the
provision of this survey of historical buildings in Monroe County; and
WHEREAS, the FOUNDATION is in need of a qualified professional firm to provide said
services under this Program; and
WHEREAS, the CONSULTANT has submitted the most favorable proposal to perform
this survey; and
WHEREAS, the COUN1Y has agreed to disburse the Florida Department of State,
Division of Historical Resources grant funds to the FOUNDATION in accordance with the
COUN1Y'S application for the Florida Department of State, Division of Historical Resources
grant funds;
NOW THEREFORE, in consideration of the mutual understandings and agreements set
forth herein, the FOUNDATION and the CONSULTANT agree as follows:
1. TERM - The term of this Agreement is from March 19, 2003, through June 30,
2003, the date of the signature by the parties notwithstanding, unless earlier terminated as
provided herein.
2. SERVICES - The CONSULTANT will provide services as outlined in the
FOUNDATION'S Agreement with Monroe County, attachments and addenda, attached and
made a part hereof.
3. FUNDS - The total project budget to be expended by the CONSULTANT in
performance of the services set forth in Section 2 of this agreement shall be the total sum of
$26,000.00. The total sum represents federal grant/state sub-grant support in the amount
of $13,000.00 and local matching funds in the amount of $13,000.00, which amount shall
be provided by the COUN1Y through the grant matching funds account, All funds shall be
distributed and expended in accordance with the terms outlined in the grant agreement.
4. INCORPORATION BY REFERENCE - The provisions of those certain documents
entitled "Historic Preservation Grant Award Agreement Survey & Planning Grants -
Advanced Payment Grant No. S3075, Attachment A, Attachment B, and Addendum"
(Attachment A to this contract), "Monroe County Historic Buildings Survey Grant Funds
Agreement" (Attachment B to this contract), "Monroe County, Florida Request for
Qualifications: "Historic Preservation Services" (Attachment C to this contract), and the
"Historical Resources Grants-in-aid Application" (Attachment D to this contract) therefor and
all laws, rules and regulations relating thereto are incorporated by reference.
5. IMPLEMENTING AGENCY BOND - The CONSULTANT is an implementing agency
under the COUNTY'S Florida Department of State, Division of Historical Resources grant
program, and shall be bound by all the provisions of the documents incorporated by
reference in Section 4 of this Agreement. Additionally, the CONSULTANT shall be bound by
all laws, rules, and regulations relating to Monroe County's performance under the Florida
Department of State, Division of Historical Resources grant program.
6. BILLING AND PAYMENT
(a) The CONSULTANT shall render to the FOUNDATION, no more frequently than
monthly, an itemized invoice properly dated, describing the services rendered,
the cost of the services, and all other information required by the Program
Director. The original invoice shall be sent to:
Historic Florida Keys Foundation
510 Greene Street
Key West, FL 33040
(b) Payment shall be made after review and approval by the FOUNDATION within
thirty (30) days of receipt of the correct and proper invoice submitted by the CONSULTANT.
7. TERMINATION - This Agreement may be terminated by either party at any time,
with or without cause, upon not less than thirty (30) days written notice delivered to the
other party. The FOUNDATION shall not be obligated to pay for any services provided by
the CONSULTANT after the CONSULTANT has received notice of termination, In the event
there are any unused Florida Department of State, Division of Historical Resources grant
program funds, the CONSULTANT shall promptly refund those funds to the FOUNDATION or
otherwise use such funds as the FOUNDATION directs.
8. ACCESS TO RECORDS - The grantee, the Florida Department of State, or any of
their duly authorized representatives shall have access to any books, documents, papers,
and records of the contractor which are directly pertinent to that specific contract, for the
purpose of making audit, examination, excerpts, and transcription. Grantees shall require
contractors to maintain all required records for FIVE years after grantees make final
payments and all other pending matters are closed,
9. NOTICES - Whenever either party desires to give notice unto the other, it must be
given by written notice, sent by registered United States mail, with return receipt requested,
and sent to:
FOR FOUNDATION:
Jack London, Director
Historic Florida Keys Foundation
510 Greene Street
Key West, FL 33040
FOR CONSULTANT:
Jeffrey M. Sievers, P.E.
GAl Consultants - SE
618 East South Street
Orlando, FL 32801
Either of the parties may change, by written notice as provided above, the addresses or
persons for receipt of notices.
10. UNAVAILABILITY OF FUNDS - If the FOUNDATION shall learn that funding from
Monroe County or the Florida Department of State, Division of Historical Resources cannot
be obtained or cannot be continued at a level sufficient to allow for the services specified
herein, this Agreement may then be terminated immediately, at the option of the COUNTY,
by written notice of termination delivered in person or by mail to the CONSULTANT at its
address specified above. The FOUNDATION shall not be obligated to pay for any services
provided by the CONSULTANT after the CONSULTANT has received notice of termination.
11. COMPLIANCE WITH LAWS AND REGULATIONS - In providing all services pursuant
to this Agreement, the CONSULTANT shall abide by all statutes, ordinances, rules, and
regulations pertaining to, or regulating the provision of, such services, including those now
in effect and hereafter adopted, and particularly Article 1, Section 3 of the Constitution of
the State of Florida and Article 1 of the United States Constitution, which provide that no
revenue of the state or any political subdivision shall be utilized, directly or indirectly, in aid
of any church, sect or religious denomination or in aid of any sectarian institution. Any
violation of said statutes, ordinances, rules, or regulations shall constitute a material breach
of this Agreement immediately upon delivery of written notice of termination to the
CONSULTANT. If the CONSULTANT receives notice of material breach, it will have thirty
days in order to cure the material breach of the contract. If, after thirty (30) days, the
breach has not been cured, the contract will automatically be terminated.
The CONSULTANT shall comply with Title VI of the Civil Rights Act of 1964, Section
504 of the Rehabilitation Act of 1973, ant Title I of the Americans with Disabilities Act of
1990 in that: No person in the United States shall on the grounds of race, creed, color,
national origin, sex, age, political affiliation, beliefs, or disability be subject to discrimination
under any program or activity which the CONSULTANT has agreed to undertake by and
through the covenants and provisions set forth in this contract.
When publications, films, or similar materials are developed, directly or indirectly,
from a program, project or activity supported by grant funds, any copyright resulting
therefrom shall be held by the Florida Department of State, Division of Historical Resources,
The author may arrange for copyright of such materials only after approval from the
Department. Any copyright arranged for by the author shall include acknowledgment of
grant assistance. As a condition of grant assistance, the grantee agrees to, and awards to
the Department and, if applicable, to the Federal Government, and to its officers, agents,
and employees acting within the scope of their official duties, a royalty-free, nonexclusive,
and irrevocable license throughout the world for official purposes, to publish, translate,
reproduce, and use all subject data or copyrightable material based on such data covered by
the copyright.
12. ASSIGNMENTS AND SUBCONTRACTING - Other than noted herein, neither party
to this Agreement shall assign this Agreement or any interest under this Agreement, or
subcontract any of its obligations under this Agreement, without the written consent of the
other. It is understood and agreed that sub-consultant, Marla Dumas, will assist the
CONSULTANT with this project.
13, INDEPENDENT CONTRACTOR/EMPLOYEE STATUS - The CONSULTANT is an
independent contractor. No statement in this agreement shall be construed so as to find the
CONSULTANT, its employees, contractors, servants, volunteers, or agents to be employees
of the FOUNDATION. Persons employed by the CONSULTANT in the performance of services
and functions pursuant to this Agreement shall have no claim to pension, worker's
compensation, unemployment compensation, civil service or other employee rights or
privileges granted to the FOUNDATION'S officers and employees either by operation of law
or by the FOUNDATION.
14, INDEMNIFICATION - The CONSULTANT agrees to hold harmless, indemnify, and
defend the COUNTY, its commissioners, officers, employees, and agents against any and all
claims, losses, damages, or lawsuits for damages, arising from, allegedly arising from, or
related to the provision of services hereunder by the CONSULTANT.
15. ENTIRE AGREEMENT
(a) It is understood and agreed that the entire Agreement of the parties is contained
herein and that this Agreement supersedes all oral agreements and negotiations between
the parties relating to the subject matter hereof as well as any previous agreements
presently in effect between the parties relating to the subject matter hereof.
(b) Any alterations, amendments, deletions, or waivers of the provisions of this
Agreement shall be valid only when expressed in writing and duly signed by the parties.
IN WITNESS WHEREOF, the parties to this Agreement have caused their names to be
affixed hereto by the proper officers thereof for the purposes herein expressed at Monroe
County, Florida, on the day and year first written above.
HISTORIC FLORIDA KEYS FOUNDATION
GAl CONSUL TANTS-SE
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