HomeMy WebLinkAboutFY2005 10/20/2004ClerkefThe
Circuit Court
Danny L. Kolhage
Phone: 292-3550 Fax: 295-3663
Memor
L ynda Stuart, Off'we Manager
Tourist Development Council
Attn: Maxine Pacini
F~oln;
Isabel C. DeSantis, '. ~,
Deputy Clerk ~
Date: Tuesday, November 09, 2004
At the BOCC meeting on October 20, 2004, the Board approved the following:
Grant Award Agreement between Monroe County and Florida Keys Community
College, Tennessee Williams Theatre for the construction costs related to lobby
expansion/renovation segment; pone cochere/covered entrance segment; landscaping,
architectural, engineering and construction management.
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
County Attorney
File /
Grant Award Aareement
,tll ._~
This AGREEMENT dated the" ) day of a/ T 20, is entered
into by and between the BOARD OF COUN~OMMISSIONERS FO MONROE
COUNTY, hereinafter "County" or "GRANTOR," on behalf of the TOURIST
DEVELOPMENT COUNCIL, hereinafter "TDC" and FLORIDA KEYS COMMUNITY
COLLEGE, 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 contracts to a not-for-profit corporation
for the operation of a theater, convention center, and auditorium open to the public
and providing museum exhibits; and
WHEREAS, Grantee has applied for funding for the Tennessee
Williams Theatre Lobby Expansion Phase III project to expand and reconfigure the
lobby for multi-use purposes, provide a new covered entrance & exterior landscaping;
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 an
auditorium and convention 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 December 31, 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 Lobby
Expansion/Renovation (enclosing the space under the existing entrance canopy,
repositioning the box office, and renovating the interior of the lobby), Porte
Cochere/Covered Entrance (creating a new entry including a covered drive-through),
and Landscaping, as described in the funding application. All work for which grant
funds are to be expended must be completed by the stated termination date of
December 31, 2005 and all invoices pertaining to this project shall be submitted to
the Finance Department of Monroe County no later than December 31, 2005 to be
considered for payment.
a) There shall be a project manager to acknowledge receipt of goods or work
performed. This Project Manager shall be Leigh Smith, Dean of Administrative and
Business Services, whose address and phone number are 5901 COllege Rd., Key
West, FI. 33040, and 305-292-5155. Should there be a change in the project
manager specified in the Grantee's application, a 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 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.
3. AMOUNT OF AGREEMENT AND PAYMENT. The Grantor shall provide an
amount not to exceed $400,000 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 claim 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, declaring 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 shall 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
AlA Document
AlA Document
G-702 Application for Payment Summary
G-704 Certificate of Substantial Completion
G-706 Contractor's Affidavit of Debts & Claims
2
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
All payment requests must be submitted no later than the completion of project of
December 31, 2005. Invoices received after December 31, 2005 will not be
considered for payment.
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 include invoices, bills of lading, etc., and be
verified as received and applied to the project through a notarized statement of the
project architect, engineer, general 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 included 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 included 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 December 31, 2005. Invoices received after
December 31,2005 will not be considered for payment.
f) 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.
3
g) 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 complete and sign a
Property Reporting Form for personal property and forward said completed form with
the appropriate invoice 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 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 alanother 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 Tourist 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 quarterly
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. 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 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.
4
(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
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 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.
5
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 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
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 indemnity 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 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 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 term 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 TDC 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.
6
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
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
indemnity and hold harmless the BOCC/TDC 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 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, 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 VI of the Civil Rights
Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or
7
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 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 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 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 December 31, 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
8
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.
(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) 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, courts costs, investigative, and out-of-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
9
agreed upon within 30 days after the first meet and confer session, the issue or
issues shall 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
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 full 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 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 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; unauthorized 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,
10
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 TWO 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 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
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 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.
11
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: Leigh Smith
Dean of Administrative and Business Services
5901 College Rd.
Key West, FI. 33040
For Grantor: Lynda Stuart
Monroe County Tourist Development Council
1201 White Street, Suite 102
Key West, FL 33040
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 federal 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 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. 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.
12
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
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 failure to complete the project within the contract period. Upon
demand of TOC or BOCC, the Grantee must furnish evidence of the causes of such
delay or failure. 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.
13
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.
INWITNESS WHEREOF, the parties hereto have caused this agreement to
be9xe'CUledthe day and year first above written.
\\
~\
--..y.:
, , [. /1
(~EAl:) /~. .' /Ji
AIJt::Sn PAJ'<<'.lY!l KOLHAGE, CLERK
...~r\ ,.'.",~?>'^ ~...J.. . )
By:"'~C-, ~
Deputy Clerk
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
BY~ (~
Mayorl airman
'UWlUJ
~COLL.EGE
President '>.
r-
,~~
-
_,..J
.. LL_
N ""I,:jt
::r.:
0- ,.,'
...,,'
'..
, \..1, i O.
SJ r'."'%''''' ,,,"TORNEY
". ... ASS\STO:~C );'7 ()V-'.---'
:c..B,____,~"'". I
"", ,"-'
.'._C'...._.
C i.:"':'
14
C"
('
..'::-,.t' d ~ / /9
PART V:
PROJECT BUDGET AND TIMETABLE - ALL PROJECTS
1. Cost Estimates: Ust all major work items and the estimated costs of each. If the
project is phased, segregate clearty those costs for the phase to be assisted by the TDC
funds requested. All phases and total estimated cost of the entire project must be listed
here.
The total cost of the exoansion oroiect is $1.000.000 and includes three soecific
s ments: 1. Lobb ansionlRenovation S ment enclosin_ the s_ce under the
entrance canooy. reoositionino the box office. and renovatina the interior of the lobby to
create cohesiveness of existina and new lobby soace), 2. Porte Cochere/Covered
Entrance S ment creati a new ent for the theatre includi a covered drive-throu h
for ease of entrance durina bad weather); 3. Landscaoina Seament (addina exterior
landscaoina. irriaation. and liahtina). The oroiect is to be comoleted in its entirety June 10
throuah December 31. 2005.
Total cost of phase/project for which funds are requested: (not to exceed 50% of
the total project cost:
a)Phase
b)Project
$500.000.00 TOC Grant Request
Percentage of TOC funds requested of Total Budget: (not to exceed 50% of the
total project cost)
a) Phase
b ) Project 50%
2. Confirmation that signed, sealed bid process was utilized for acquiring architectural
services, or that project does not require architectural services.
3. Matching Funds. Ust 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 Harck10llar Florida Ke s Communi
b) In-Kind (50%) limit: NA
Total confirmed matching Hard-dollar funds:
-.J5oo.OOO
Total confirmed matching In-kind funds:
NA
This amount should equal or exceed TOC Funds requested.
12."
C"
(
Proiected in-kind services and Goods shall be allocated the following values. subiect to
negotiation wi1h TOe/Countv. Ust here all such antidDated values:
NA
4. Outline of expansion opportunity for acquiring further match grants.
NA
13
(
(
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)
Project Activity 1 2 3 4 5
6
7
8
9
10 11 12
a) February 15. 2005-Desians for Lobbv Expansion Proiect Completed
b) Mav 30. 2005-Bid Process Completed
c) June 10. 2005-Lobbv Renovation Process Beains
d) November 1. 2005 Major Renovation Projects Completerrheatre's Season Beains
e) December 31. 2005 Minor Renovation Projects (Finishina Details) Complete
f)
g)
h)
Please indicate any critical dates and explain why they are critical.
4.
What is the total project cost:
$ 1.000.000.00
5. Length of time for project completion (months and year(s):4 months
f~
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 LOCATION/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:
Oc:t-ZQ-ZOO' IU:ZO. FroriKCC .. stEllER
+1305Z8Z5155
r-O&I POOl/DOl F-a&&
1991t EdiliuD
MONROE COUNTY, FLORIDA
(Jfltlttl'f - ~f'6-If'frI
Reqaest Fo.. Waiver
of
Insuraaee Requirements
It is requesr.ed that the insurance requiremeGts, as specified ill the County's Schcdult oflns~c
RcquircmCdls, be waived or moditlCd on the following contrad..
COIItraetor: Florida ICnt Co....1tv CoIIeu
Coat..t 'or: Taanessee William. Theatre Loblw Expansion
AcWrcu of Coatranor: 5901 CaIIn!re ANd..KeY West. FJ 33048
Pbone:
305.293.9081. ext. 230
$cepe olW.rk; ~~...... 01 lobby ara to iarlude aldldoal ..tint! alld rceeotioa area
Reasoa for Waiver: The eo....e don n01 OWD Or lease v.hides tbat will be reauired for tile
perfor....ce of this conrner or ruo"atin
Policies Waiver wiD
apply to: .uto Liability
s;g.a......,C--.r: M.~~-<;"'dve'" _...s.rv....
"~.. ~,.-fT- ....,,-
Risk Ma..I.....: ~ So ~~ ~
Dare: ----1DJ;:).() I ~
County Administrator Appeal:
Approved
Not Apprewed
Dare:
Board or COIIa.y CotnatissioDerS Appeal:
Approved
Not Appro"ed
M.tin~ Dare:
Ad.iaittratiolllnstruction
#4709.%