04/14/1999
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This AGREEMENT dated the /-r day ofwr t:/f-. 1999, is entered intd2!?~~d.." :;
between the BOARD OF COUNTY COMMISSIONERS FOR MONROE CO~, ::s: ~
hereinafter "County," on behalf of the TOURIST DEVELOPMENT COUNCIL~:-4~ s:: 0
hereinafter "TDC" and the Friends of the Islamorada Area State Parks, a FI"iLdaW1ot~ f5
for-profit corporation, hereinafter "Friends of the Islamorada Area State Parks"
WHEREAS, the third penny of Tourist Development Tax may be used to acquire,
construct, extend, enlarge, remodel, repair, improve, maintain, or promote museums
which are publicly owned and operated or owned and operated by not-for profit
corporations, and
WHEREAS, the County and TDC have determined that it is in the best interests of
the County, for purposes of promoting tourism and preserving the heritage of the
community, to repair and rehabilitate the premises of the property for use as a museum
open to the public;
NOW, THEREFORE, in consideration of the mutual covenants and payments
contained herein, the Friends of the Islamorada Area State Parks and the County have
entered into this agreement on the terms and conditions as set forth below.
1. CONTRACT PERIOD. This agreement is for the period April 14th, 1999 through
September 30th, 2000. 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 and 13 below.
2. SCOPE OF AGREEMENT. The Friends of the Islamorada Area State Parks shall
contract for and implement recommendations made by Frank G. Matero and Kecia L.
Fong of the University of Pennsylvania (DHR Grant - S6065) relative to the
conservation and stabilization of historic features on Indian Key SHS. The Friends of
the Islamorada Area State Parks shall insure that the property shall be used as a
museum open to the public by entering into such restrictive covenants, leases, and
other contracts as are necessary to effect this purpose.
3. AMOUNT OF AGREEMENT AND PAYMENT. The County shall provide an
amount not to exceed $72,340.00 in reimbursement for materials and services used to
rehabilitate, repair and renovate the property. 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. Payment shall be made through reimbursement to
Friends of the Islamorada Area State Parks upon presentation of invoices, canceled
checks and other documentation to support a claim for reimbursement, such
documentation being subject to requirements of the County's Finance office. Monroe
County's performance and obligation to pay under this contract is contingent upon an
annual appropriation by the BOCC.
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4. REPORTS. The Friends of the Islamorada Area State Parks shall provide
financial reports in summary of activities related to this agreement on a quarterly basis.
If the agreement extends beyond the end of the fiscal year (September 30th, 1999), the
Friends of the Islamorada Area State Parks shall provide a report summarizing the total
anticipated expenditures against this agreement on or before September 30, 1999.
Said report shall be provided to the Monroe County Tourist Development Council
Administrative Office no later than August 30th, 1999. The Friends of the Islamorada
Area State Parks 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. It is the responsibility of the Friends of
the Islamorada Area State Parks to maintain appropriate records to insure a proper
accounting of all funds and expenditures. The Friends of the Islamorada Area State
Parks 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 for Monroe County, the Board of County Commissioners for Monroe County, or
their agents and representatives. 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
Friends of the Islamorada Area State Parks will be billed by the County for the amount
of the audit exception and shall promptly repay any audit exception.
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.
6. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder,
the Friends of the Islamorada Area State Parks 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 Friends of the Islamorada
Area State Parks 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.
7. COMPLIANCE WITH LAW. In carrying out its obligations under this
agreement, the Friends of the Islamorada Area State Parks shall abide by all statures,
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 County to terminate this contract immediately upon
delivery of written notice of termination to the Friends of the Islamorada Area State
Parks.
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8. RESTRICTIONS ON CONTRACTS ENTERED PURSUANT TO THIS
AGREEMENT. The Friends of the Islamorada Area State Parks shall include in all
contracts funded under this agreement the following terms:
a) Anti-discrimination. The Friends of the Islamorada Area State Parks agrees
that they 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) Authority. Each of the signatories for the firm below certifies and warrants
that:
c) The firm's name in the agreement is the full name as designated in its
corporate charter, and b) they are empowered to act and contract for the Friends of the
Islamorada Area State Parks and c) this agreement has been approved by the Friends
of the Islamorada Area State Parks Board of Directors.
d) Licensing and Permits. The Friends of the Islamorada Area State Parks
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.
9. HOLD HARMLESS/INDEMNIFICATION. The Friends of the Islamorada Area
State Parks are a duly authorized citizen support organization for Indian Key State
Historic Site established pursuant to Section 258.015 Florida Statutes. As a volunteer
support organization, they are covered by the state's sovereign immunity statute
Section 768.28, Florida Statutes and the state volunteer statute Section 110.504,
Florida Statutes. In accordance with the provisions of Section 768.28, Florida Statutes,
each party hereto agrees that it shall be solely responsible for the wrongful acts of its
employees and agents. However, nothing contained herein shall constitute a waiver by
either party of its sovereign immunity or the provision of Section 768.28, Florida
Statutes.
10. ANTI-DISCRIMINATION. The Friends of the Islamorada Area State Parks
agrees that they will not discriminate against any of their employees or applicants for
employment or against persons for any benefit or service 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.
11. ANTI-KICKBACK. The Friends of the Islamorada Area State Parks 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 Friends of the Islamorada Area State Parks, except for general
membership in Friends of the Islamorada Area State Parks. For breach or violation of
this warranty, the County shall have the right to annul this contract without liability or, in
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its discretion, to deduct from the contract price or consideration, the full amount of such
commission, percentage, brokerage or contingent fee.
12. TERMINATION. This agreement shall terminate on September 30,2000.
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 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 written notice of termination
delivered in person or by mail to the Friends of the Islamorada Area State Parks. The
County shall not be obligated to pay for any services or goods provided by the Friends
of the Islamorada Area State Parks after the Friends of the Islamorada Area State
Parks has received written notice of termination.
13. TERMINATION FOR BREACH OF AGREEMENT. The County 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 the Friends of the Islamorada Area State Parks shall not be deemed or
considered as a continuing waiver and shall not operate to bar or prevent the County
from declaring a forfeiture for any succeeding breach either of the same conditions or of
any other conditions.
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 Friends of the
Islamorada Area State Parks and the County.
15. CONSENT TO JURISDICTION. This agreement, its performance, and all
disputes arising hereunder, shall be governed by the laws of the State of Florida, and
both parties agree that the proper venue for any actions shall be in Monroe County.
16. ETHICS CLAUSE: Provider warrants that he/it has not employed retained
or otherwise had act on his/its behalf any former COUNTY office or employee in
violation of Section 2 or Ordinance No. 10-1990 or any COUNTY officer of employee in
violation of Section 3 of Ordinance NO.1 0-1990. For breach or violation of the
provision the COUNTY may, at its discretion terminate this contract without liability and
may also, at its discretion, deduct from the contract or purchase price, or otherwise
recover, the full amount of any fee, commission, percentage, gift, or consideration paid
to the former or present COUNTY officer or employee.
17. "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 a contract 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
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work as a contractor, supplier, subcontractor, or consultant 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, for CATEGORY TWO for a period of 36
months from the date of being placed on the convicted vendor list."
18. NOTICE. Any written notice to be given to either party under this
agreement or related hereto shall be addressed and delivered as follows:
For Friends of the Islamorada Area State Parks: Mr. Pat Wells
Friends of the Islamorada Area State Parks
Indian Key State Historic Site
P.O. Box 1052
Islamorada, FL 33036
For County: Lynda Stuart
Monroe County Tourist Development Council
P.O. Box 866
Key West, FL 33041
and
Suzanne Hutton, Asst. County Attorney
310 Fleming St.
Key West, FL 33040
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executedJbl3. day and year first above written.
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i~~~: DANNY L. KOLHAGE, CLERK
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BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
BY:~Q,.~~
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Deputy Clerk
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By:
Mayor/Chairman
(SEAL)
ATTEST:
Friends of the Islamorada Area State Parks
Secretary
By: ~ e~
President
By:
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