10/20/2004 Agreement
Cleltllllle
Circul coun
Danny L. Kolhage
Phone: 292.3550 Fax: 295-3663
Memorandum
To:
Lynda Stuart, OffICe Manager
Tourist Development Council
Attn:
Maxine Pacini
Isabel C. DeSantis, I . L.I
Deputy Clerk ?
From:
Date:
Friday, November 05, 2004
At the BOCC meeting on October 20, 2004, the Board approved the following:
South Florida Center for the Arts covering the Annual Benefit Concert, Historic
Holiday Candle Walk, Upper Keys Concert Series and the St. Patrick's Concert between
November 2004 and March 2005 in an amount not to exceed $25,000, FY 2005 Two
Penny Cultural Umbrella Resources.
Old Island Restoration Foundation, Inc., covering the 2004-2005 Season Events _
45th Annual Key West House and Garden Tours and 43rd Annual Conch Shell Blowing
Contest between December 2004 and March 2005 in an amount not to exceed $11,918,
FY 2005 Two Penny Cultural Umbrella Resources.
Dolphin Research Center, Inc. for the renovation of existing waterfall, rebuild
pond area with landscape boulders and plants & install pumps to operate system in an
amount not exceed $25,000, DAC III, FY 2005, Capital Resources.
Tennessee Williams Fine Arts Center Founders' Society, Inc. covering the
Founders Society 25th Anniversary of Sterling Performances in an amount not to exceed
$19,000, FY 2005 Two Penny Cultural Umbrella Resources.
Attached hereto are two (2) duplicate originals of each for your handling. Should
you have any questions concerning the above, please do not hesitate to contact me at
292-3550.
cc: Finance
Coun~y Attorney
File J
Grant Award Aareement
III .
This AGREEMENT dated the 2-f) day of ftX.T 2~S entered
into by and between the BOARD OF COUNTY COMMISSIONERS FOR MONROE
COUNTY, hereinafter "County" or "GRANTOR," on behalf of the TOURIST
DEVELOPMENT COUNCIL, hereinafter "TDC" and DOLPHIN RESEARCH
CENTER, INC., a not-for-profit corporation, hereinafter "Grantee".
WHEREAS, the third penny of Tourist Development Tax may be used
to acquire, construct, extend, enlarge, remodel, repair or improve, convention
centers, sports stadiums, sports arenas, coliseums, auditoriums, fishing piers,
museums, zoological parks, nature centers and beaches which are publicly owned
and operated or owned and operated by not-for-profit corporations, and
WHEREAS, Grantee owns and operates a zoological park open to the
public; and
WHEREAS, Grantee has applied for funding for the Waterfall & Pond
Renovation project to restore the waterfall and pond originally constructed in 1972;
and
WHEREAS, the Grantor and 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 improve, repair and rehabilitate the property for use as a 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 October 1,
2004 through September 30, 2005. 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 Grantee shall provide digging of pond where
previously filled, strip the existing pump room, rebuild the waterfall and pond
including boulders, install and hook up a new pump system and landscape, as
desaibed in the funding application. All work for which grant funds are to be
expended must be completed by the stated termination date and all invoices
pertaining to said project shall be submitted to the Finance Department of Monroe
County no later than September 30, 2005 to be considered for reimbursement.
a) There shall be a project manager to acknowledge receipt of goods or work
performed. This Project Manager shall be Armando (Mandy) Rodriguez, Executive
Vice President, Dolphin Research Center, whose address and phone number are
58901 Overseas Highway, Grassy Key, Ft. 330500, and 305-743-76227. Should 4-
there be a change in the project manager specified in the\Grantee's application, a ...J
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new project manager shall be designated and notice of the designation shall be
provided to TDC/County.
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.
c) Grantee shafl 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, induding 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.
3. AMOUNT OF AGREEMENT AND PAYMENT. The Grantor shall provide an
amount not to exceed $25,000 for materials and services used to improve,
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. Monroe County's performance and obligation to
pay under this agreement is contingent upon an annual appropriation by the BOCC.
a) Payment for expenditures permissible by law and County policies shall be
made through reimbursement to Grantee upon presentation of Application for
Payment Summary - AlA Document G702, invoices, canceled checks and other
documentation necessary to support a daim for reimbursement. Included in said
documentation shall be proof that the Grantee has received and applied to the
property matching funds equivalent to or greater than the amount invoiced to the
Grantor. The application for payment document must be certified through a statement
signed by an officer of the organization and notarized, dedaring that representations
in the invoice are true and factual. Grantee shall also provide partial releases of liens
or certifications of non-lien if applicable. Grantor shalf retain 10% of any payment on
work in progress until the Grantee has provided a Final Release of lien for each
vendor/Contractor for whom payment is requested. Final payment will not be made
until the following documents are complete and submitted to the Grantor:
AlA Document G-702 Application for Payment Summary
AlA Document G-704 Certificate of Substantial Completion
AlA Document G-706 Contractor's Affidavit of Debts & Claims
AlA Document G-706A Contractor's Affidavit of Release of Liens
AlA Document G-707 Consent of Surety to Final Payment
Final Release of Lien
Affidavit and Partial Release of Lien
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All payment requests must be submitted no later than the completion of project of
September 30, 2005. Invoices received after September 30, 2005 will not be
considered for reimbursement.
b) Grantee may elect to have vendors and contractors paid through the direct
vendor method, upon submission of appropriate documentation as outlined above
and a specific request that payment be made directly to the vendor or contractor
rather than to Grantee.
c) Application of matching funds requires actual payment of the matching funds,
or, in the alternative, a commitment of said funds and that the portion of the project
for which the matching funds are to be used has been sufficiently completed to
require payment of said matching funds. Mere obligation through execution of a
contract or approval of a budget item to be paid from matching funds will not suffice.
d) 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 indude invoices, bills of lading, etc., and be
verified as received and applied to the project through a notarized statement of the
project architect, engineer, genera) contractor or project manager. The receipt and
application to the project of volunteer labor are to be documented and verified by
notarized signature of the project architect, engineer, general contractor or project
manager, and said documentation submitted to the TDC Administrative Office. All
submissions shall identify the items induded in the schedule of values attached
hereto and incorporated herein as Exhibit A which are sought to be reimbursed and
shall indicate the percentage of completion of the overall project as of the
submission. This document should be signed by the project architect, engineer,
general contractor or project manager. Photographs showing progress on project
shall be induded in any payment request. 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.
e) Grantee must submit all documentation for final payment on or before the
termination date of this grant of September 3D, 2005. Invoices received after
September 30, 2005 will not be considered for payment.
f) At any time that the documentation requirement policies of Monroe County are
revised, Grantee shall comply thereafter with such increased requirements, or further
funding under the agreement may be terminated by County.
g) Upon successful completion of this Grant agreement, the Grantee may retain
ownership of the real and personal property acquired anellor improved with funding
under this Grant Agreement. However, the Grantee shall complete and sign a
Property Reporting Form for personal property and forward said completed form with
the appropriate invoice to the mc Administrative Office. Real property acquired or
improved through funding under this agreement shall remain dedicated for the
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purposes set forth herein or for other purposes which promote tourism and retain
ownership of said property in the Grantee. The following terms shall apply:
(i) The Grantee shall have the use of the equipment and other personal property
at the project site for so long as the facility is operated by Grantee, open to the public,
and has a primary purpose of promoting tourism.
(ii) At such time as any of the conditions in sub-paragraph (i) above cease to
exist, the Grantee shall transfer ownership and possession of equipment and
personal property to a1another not-for-profit organization which is a facility for which
tourist development taxes may be used pursuant to Florida Statute; and refund to the
County the amount of T ourlst Development funding received for the real property
phases of the project at such time that the Grantee demolishes the project facility or
divests itself of ownership or possession of the real property, or the use of the
property no longer has a primary purpose of promoting tourism. 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 after the facility has been used for tourist-related purposes for
at least three (3) years, 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 provide financial reports in
summary of activity on forms provided or approved by the TDC, and quarteriy
narrative reports of activity under the approved work plan. 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. 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
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
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, aU documents, papers, letters or other materials in its
possession or under its control subject to the provisions of Chapter 119, Florida
Statutes, and made or received by the County and 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.
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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 they will not discriminate against any
employees or applicants for employment or against person.s 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 orpofficer of the Contractor has any interest, financially or otherwise, in contractor. For
breach or violation of this warranty, the Contractor 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. Contractor acknowledges that it is aware that funding for this
5
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 or judgments (collectively claims) arising directly or indirectly
from any negligence or rominal 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 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.
At all times during the teon of this agreement and for one year after acceptance of
the project, Contractor shall maintain on file with the County 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
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 TOC shall be named as additional insured,
exempt 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's 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
6
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/INDEMNIFICA TION. The Grantee hereby agrees to
indemnify and hold harmless the BOCCrrOC 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
factuat investigation. discovery or preparation for litigation), and the payment of any
and all of the foregoing or any demands, settlements or judgments 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 he provisions of Sec. 286.28, Florida
Statutes. the participation of the County and the Grantee in this Agreement and the
acquisition of any commercial liability insurance coverage, setf-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 wilt 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 VI 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 handicaps; 4) The Age
Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibtts
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 use ss. 69Odd-3 and 290ee-3), as
7
amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title
VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; 9) The Americans with
Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to
time, relating to nondiscrimination on the basis of disability; 10) 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 COlKlty or TOC has any interest, financially or otherwise, in the said
funded project, except for general membership. For breach or violation of this
warranty, the Grantor shaJl 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. 2005.
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 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 Applicant
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 by 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.
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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.
(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 will lie in the appropriate court or before the appropriate
administrative body in Monroe County, Florida.
(b) Mediation. The County and Grantee agree that, in the event of conflicting
interpretations of the terms or a term of this Agreement by or between any of them
the issue shall be submitted to mediation prior to the institution of any other
administrative or legal proceeding.
(c) 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.
(d) Attorneys 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 attorneys fees, court costs, investigative, and out-of-
pocket expenses, as an award against the non-prevailing party, and shall include
attorneys fees, courts costs, investigative, and out..()f-pocket expenses in appellate
proceedings. Mediation proceedings initiated and conducted pursuant to this
Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual
and customary procedures required by the circuit court of Monroe County.
(e) 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 no resolution can be
agreed upon within 30 days after the first meet and confer session, the issue or
issues shalf be discussed at a public meeting of the Board of County Commissioners.
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.
(f) 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
9
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: Grantee warrants that he has not employed, retained or
otherwise had act on his behalf any former County officer or employee in violation of
Section 2 or Ordinance No. 10-1990 or any County officer or employee in violation of
Section 3 of Ordinance No. 10-1990. For breach or violation of the provision the
Grantor may, at its discretion terminate this agreement without liability and may also,
at its discretion, deduct from the agreement or purchase price, or otherwise recover,
the fun amount of any fee, commission, percentage, gift, or consideration paid to the
former or present County officer or employee. The County and Grantee 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 saely 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 Grantee agrees that the County shall have the right to terminate
this Agreement without liability and, at its discretion, to offset from monies owed, or
otherwise recover, the full amount of such fee, commission, percentage, gift, or
consideration.
(a) Covenant of No Interest County and Grantee covenant that neither presently
has any interest, and shall not acquire any interest, which would conflict in any
manner or degree with its performance under this Agreement, and that only interest
of each is to perform and receive benefits as recited in this Agreement.
(b) Code of Ethics. County agrees that officers and employees of the County
recognize and will be required to comply with the standards of conduct for public
officers and employees as delineated in Section 112.313, Florida Statutes, regarding,
but not limited to, solicitation or acceptance of gifts; doing business with one's
agency; lA'laUthorized compensation; misuse of public position, conflicting
employment or contractual relationship; and disclosure or use of certain information.
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 a 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 a 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, for CATEGORY 1WO for a period of 36 months from the date of
being placed on the convicted vendor list.
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 befow certifies. and warrants that the Grantee's name
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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, daims 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
caniers showing that the aforesaid instKance 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
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 OCClITence.
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-renewal or reduction of coverage.
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 insurance
showing that the aforesaid insurance coverage's are in effect.
21. NOTICE. Any written notice to be given to either party under this agreement
or related hereto shall be addressed and delivered as follows:
For Grantee: Mr. Armando Rodriquez
Executive Vice President
Dolphin Research Center, Inc.
58901 Overseas Highway
Grassy Key, Florida 33040
For Grantor: Lynda Stuart
Monroe County Tourist Development Council
1201 VVhite Street, Suite 102
Key West, FL 33040
11
and
Suzanne Hutton. Asst. County Attorney
P.O. Box 1026
Key West, FL 33041-1026
22. CLAIMS FOR FEDERAL OR STATE AID. Contractor and County agree
that each shall be, and is, empowered to apply for. seek. and obtain federaJ and state
funds to further the purpose of this Agreement; provided that all applications,
requests, grant proposals, and funding solicitations shall be approved by each party
prior to submission.
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 daim 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 generaJ or
for the purposes contemplated in this Agreement.
25. ATTESTATIONS. Grantee agrees to execute such documents as the County
may reasonably require, to include a Public Entity Crime Statement, an Ethics
Statement, and a Drug-Free Workplace Statement.
26. NO PERSONAL LIABilITY. No covenant or agreement contained herein shall
be deemed to be a covenant or agreement of any member, officer, agent or
employee of Monroe County in his or her individual capacity, and no member, officer,
agent or employee of Monroe County shall be liable personally on this Agreement or
be subject to any personal liability or accountability by reason of the execution of this
Agreement.
27. 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
12
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 BOCC 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 faillKe to complete the project within the contract period. Upon
demand of TDC or BOCC, the Grantee must furnish evidence of the causes of such
delay or faillKe. BOCC shall not pay for any goods received or services provided
after the date(s) described in paragraph 1 and Scope of Services.
28. 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 singing any such counterpart.
29. 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.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to
be ex~~ day and year first above written.
//<~:r g:~~\~~<~(,'
///-- .-~ .
~:~NY L.KOLHAGE. CLERK
~_W .
Be. "\. ..< .~....,.... ............... .. .0. . ~
''''''.... De CI
~"""~.-.... . puty ark
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By: ~~_~ f ~
ji' yorl irman
(SEAl)
AT1hST:
UJ
DOLPHIN RESEARCH CENTER, INC.
<t:...
....J
B" L'
.. .y:N:,....:;a
~~ry
. '-':::3
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I .J. (..)
. >;::~ L:J
C:J
BY:nI~", U/....1. ~,j,f.{y
President
13
(
.Ex.IJ/o,~ /9
PART V:
PROJECT BUDGET AND TIMETABLE - ALL PROJECTS
1. Cost Estimates: List all major work items and the estimated costs of
each. If the project is phased, segregate clearly those costs for the phase to be
assisted by the TOC funds requested. All phases and total estimated cost of the
entire project must be listed here.
Renovate waterfall. rebuild Dond and landscaDe immediate surroundina area
will cost $50.000
Total cost of phase/project for which funds are requested: (not to exceed
50% of the total project cost:
a}Phase
b )Project
$25.000
$25.000
Percentage of TOC funds requested of Total Budget: (not to exceed 50%
of the total project cost)
a}Phase 50%
b )Project 50%
2. Confirmation that signed, sealed bid process was utilized for acquiring
architectural services, or that project does not require architectural services. N/A
3. Matching Funds. List the sources and amounts of confirmed matching
funds. (For items involving personnel, include the number of hours to be spent
on the project activities and their per-hour value). These funds must not be
expended before execution of a Capital Project Agreement. Prior donated
services or expenditures are not acceptable as match for grant funds. No more
than fifty (50%) percent of matching funds or twenty-five (25%) percent of the
total project shall be in-kind services.
a) Hard-dollar: Felix Jarczvk - $20.000 in-hand: ORC Members - $5.000 in-
hand - see attachment item (f)
b) In-Kind (50%) limit: NOT APPLICABLE
Total confirmed matching Hard-dollar funds:
$25.000
NOT APPLlCABLg
Total confirmed matching In-kind funds:
This amount should equal or exceed TOC Funds requested.
22
(
(
Proiected in-kind services and coeds shall be allocated the followina values.
subiect to neaotiation with TOC/County. List here all such anticipated values:
NOT APPLICABLE
4. Outline of expansion opportunity for acquiring further match grants.
ORe's development staff will be aaaressivelv fundraisina for this proiect with our
existina and new donors.
23
(
3. Tentative timetable. Indicate all major project activities and the
anticipated time required to complete each stage of the project on the graph
below.
Project Timetable (in months)
2
3
4
5
b)
~':'<
purrt--,. . '^", ',~ '.. '
c)
d)
e)
f}
g)
h)
Please indicate any critical dates and explain why they are critical.
NONE
4.
What is the total project cost:
$~50.000
5. Length of time for project completion (months and year(s): 4 months
24
EXHIBIT B
PROPERTY REPORTING FORM FOR TDC CAPITAL PROJECT
GRANT AWARD -
GRANTEE: List non-expendable equipment/personal property (not including software) costing $1,000 or
more and purchased under the above Contract. Complete the serial number, cost, location, address, and
control number assigned to item by Grantee in appropriate columns of this form. The Grantee shall
establish a unique identifier for tracking all personal property, and shall provide access to said property by
the TDC, BOCC, or any agents thereof, or the State Controller, upon request.
DESCRIPTION SERIAL NO./COST LOCA TION/ ADDRESS GRANTEE ASSIGNED
CONTROL NUMBER
Attach copy of invoice, bill of sale, or other documentation to support purchase.
GRANTEE:
Signed by Grantee's Project Manager:
DATE:
AMB
CERTIFICATE OF INSURANCE ISSUE DATE (MMlDDIYY)
1068009 10/11/04
PRODUCER I . CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY
K & K Insurance Group, Inc. " AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
..~1. CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE
1712 Magnavox Way .~~~'"'
P.O. Box 2338 COVERAGE AFFORDED BY THE POLICIES BELOW.
Fort Wayne, In 46801 ~C~~
~ COMPANIES AFFORDING COVERAGE
INSURED COMPANY A
LETTER GREAT AMERICAN ASSURANCE COMPA
DOLPHIN RESEARCH CENTER,INC.
58901 OVERSEAS HWY. COMPANY 8
GRASSY KEYS, FL 33050 LETTER
COMPANY C
LETTER
COVERAGES
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.
ce. 0/""'\1 If""V l=i=i=t:('TI\lC P0L!CY EX.P!RAT!Cr'-!
LTR TYPE OF INSURANCE POLICY NUMBER DATi (MMioDNYJ - DATE (lIfMIDDIYY) LIMITS (in thousands)
General Liability 12:01AM 12:01AM General Aggregate $ NONE
A iii Commercial General Liability PAC0788949402 3/01/04 3/01/05 Products-Comp/Ops Aggregate $ 5000
o Claims Made IXJOccur. Personal & Advertising Injury $ 1000
DOwner's & contractors Prot. Each Occurrence $ 1000
IKJ F."RT,'$lMM/$lMM Fire Damage (Anyone fire) $ 300
$1,000 DED Medical Expense (Anyone person) $ <;
Participant Legal Liability $ N/A
Automobile Liability 12:01AM 12:01AM Combined
A D Any auto PAC0788949402 3/01/04 3/01/05 Single $
Limit 1000
~ All owned autos Bodily
Scheduled autos Injury $
I (oer oerson)
IX] Hired autos Bodily
IXJ Non-owned autos Injury $
II';er accident\
D Garage Liability Property
D Damage $
Excess Liability 12:01AM 12:01AM Each Aggregate
A Ii] STRAIGHT EXC0788950202 3/01/04 3/01/05 Occurrence
Ii] Other than Umbrella form $ 1000 $ 1000
Workers' Compensation p~~ '/iP,rr~ Lj'llt:d! Statutory
and AP1nO Y Ii' $ Each Accident
Employers' Liability $ Disease-Policy Limit
BY. "...~ -------,-~.__...--.._-- -..-. _. ----- ...-'.--.-. -- --
,"/1'-)-. 6 $ Disease-Each Employee
0/\12: __ { T d:; I l...'1 AD&D $
Participant W!\I'/r.:n, N/A_ l'-~~:~- Primary Medical $
Accident "" .", '"'-"-~,- ,.... Excess Medical $
Weekly Indemnitv $ X
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/RESTRICTIONS/SPECIAL ITEMS
THE CERTIFICATE HOLDER IS LISTED AS ADDITIONAL INSURED, BUT ONLY WITH RESPECT
TO LIABILITY ARISING OUT OF THE ACTIVITIES OR OPERATIONS OF THE NAMED INSURED
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE
MONROE COUNTY BOARD OF COUNTY CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE
COMMISSIONERS & MONROE COUNTY ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS
TOURIST DEVELOPMENT COUNCIL WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO
1100 SIMONTON STREET THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE
KEY WEST, FL 33040 NO OBLIGATION OR LIABILITY OF ANY KlfJ UPON THE
COMPANY, ITS AGENTS OR REPRESEt--lTATIV'71. /'l
AUTHORIZED REPRESENTATI~. K ~ 'IV1
...........~ fl
SL39 / cJc-- =J 1-92