Item D2BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: APRIL 21, 2004 Division: TDC
Bulk Item: Yes X No
Department:
AGENDA ITEM WORDING:
Approval of an Amendment to Agreement with Key West Film Society to extend
Agreement until September 30, 2004.
ITEM BACKGROUND:
PREVIOUS REVELANT BOCC ACTION:
BOCC approved original Agreement at their meeting of February 19, 2003.
CONTRACT/AGREEMENT CHANGES:
Amendment to extend
STAFF RECOMMENDATIONS:
Approval
TOTAL COST: $191,845
BUDGETED: Yes X No
COST TO COUNTY: $191.845 SOURCE OF FUNDS: TDC
REVENUE PRODUCING: Yes X No AMOUNT PER MONTH Year
APPROVED BY: County Atty X OMB/Purchasm X Risk agement X
DIVISION DIRECTOR APPROVAL:
(Lynda Stuart)
DOCUMENTATION: Included X To Follow Not Required
DISPOSITION: AGENDA ITEM #T2:!!f
Revised 2/27/01
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
Contract with: Key West Film
Society, Inc.
I Contract Purpose/Description:
CONTRACT SUMMARY
Contract #
Effective Date:
Expiration Date:
4/21 /04
9/30/04
Approval of an Amendment to Agreement with Key West Film Society. Inc to
extend Agreement until September 30 2004
I Contract Manager: Maxine Pacini
(Name)
for BOCC meeting on 4/21/04
3523 TDC # 3
(Ext.) (Department/Stop #)
Deadline: 4/6/04
CONTRACT COSTS
Total Dollar Value of Contract: $ 191,845 Current Year Portion: $
Budgeted? Yes® No ❑ Account Codes: 117-77040-530340-T37M-462-Y-530340
Grant: $
County Match: $
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
_CNof included in dollar value above) (eu mnintenanra „+;1,+;
CONTRACT REVIEW
Changes
AAP
Needed
Division Director Yes❑ NoPr'
Risk Management 315o oY Yes[—] No[v
O.M.B./Purchasing 'e_j"�dx Yes❑ Noj�'
County Attorney 5414,7r Yes❑ NoL-r S.Hutton
Comments:
OMB Form Revised 2/27/01 MCP #2
etc.
Out
WE
AMENDMENT TO AGREEMENT
THIS ADDENDUM to agreement is made and entered into this day of
2004, between the County of Monroe and Key West Film Society, Inc.
WHEREAS, there was a contract entered into on February 19, 2003, between
the parties, awarding $191,845 to the Key West Film Society, Inc. for the auditorium
project; and
WHEREAS, it has become necessary to extend the contract for an additional
period to allow time for Key West Film Society, Inc. to complete the project;
NOW, THEREFORE, in consideration of the mutual covenants contained herein
the parties agree to the amended agreement as follows:
2004. 1. Contract period as outlined in Paragraph 1 be extended to September 30,
2. This project shall be completed and invoices submitted to the County
Finance Department no later than September 30, 2004. The Grant -in -Aid funds must
be expended by September 30, 2004. No funds will be available for use for this project
agreement after September 30, 2004.
3. The remaining provisions of the contract dated February 19, 2003 remain
in full force and effect.
IN WITNESS WHEREOF, the parties have set their hands and seal on the day
and year first above written.
Key West Film Society, Inc.
President
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
Deputy Clerk
MONROE COUNTY ATTO
,APMVED AS T0JQJ
BOARD OF COUNTY
COMMISSIONERS OF
MONROE COUNTY, FLORIDA
-OULANNt . MUTTON
ASSISTA)J NTY ATTORNEY
"
Y
Mayor/Chairman
To: Maxine Page 2 of 2
200+02 23 19:03:53 (GMT) 12122024152 From: George cooper
Key West Film Society
-Z
February 23, 2004
District Advisory Council #1
Tourist Development Council of Monroe County
1201 White St.
Key West FL 33040
via Fax 296-0788
Dear DAC #1:
The Key West Film Society, Inc. respectfully requests an extension of time for completion of its contract
dated Feb. 19, 2003. We are requesting that the completion date of the contract be extended to the end of
this fiscal year, Sept. 30, 2004.
Background - On Feb. 19, 2003, the Monroe County BOCC approved a grant of $191,845 to the Key West
Film Society "to renovate and equip an 8,000 sq. R vaunt space for use as a multi -purpose cultural
auditorium." A number of items were specifically included in the list of eligible expenditures, including
such things as lighting; fmishes; signage; concession systems; storage shelving and projection, screen and
sound systems, all of which are finish items that cannot be installed until the conclusion of the project. The
period of that contract now runs out on March 15, 2004.
Reason For Request - We had expected to begin construction of the new space in the spring of 2003, and
begin drawing on TDC funds in August and September, 2003. However, technical issues in granting our
building permit (relating to the location of fire exits) delayed the project for several months, meaning that
the finish work covered under the TDC contract could not be undertaken until recently. The project a now
nearing completion, and we have beguri to submit payment requests to the TDC. The theater is scheduled
for opening in a partially completed state next month However, it is clear that it will not be fully
completed until after March 15.
We therefore request an extension of our contract until conclusion of the fiscal year (Sept. 30, 2004).
Please note that we are not requesting any change in the terns and conditions of our grant or in the nature
of the project being fimded. We are not requesting any additional funding, and we are not changing the
fiscal year of our contract. We are merely requesting an extension of a few months to enable us to
complete the project and the paperwork needed for our submissions.
Thank you for your consideration regarding this request. We would be pleased to answer any questions or
supply any additional information you may desire. Please contact George Cooper directly at 305-849-2210
or george@tashmoo.com.
Yours truly,
4 �-
George Cooper
Chairperson
PO Box 1283 • Key West, FL 33041
Tel: 305-294-5857 • Fax: 305-768411465 • info@keywestfllm,org
www.keywest131m.org
GRANT OF FUNDS
This AGREEMENT dated the
the BOARD OF COUNTY COMMISSIO day of 2003, is entered into b and be
behalf of the TOURIST DEVELOPMENT R FOR MO, NR a C hereinafter hereinafter "County, eo
Society, Inc., a Florida not -for -profit corporation, hereinafter " Contractor-.C, and Key West Filr
WHEREAS, the third penny of Tourist Development Tax may be used
to extend, enlarge, remodel, repair or improve, convention centers, sports stadiums, s ro constnas
coliseums, auditoriums, fishing piers, museums, zoological parks, nature centers rts arenas
and beaches
w ich are publicly owned and operated or owned and operated by not -for -profit corporations,
and
WHEREAS, Contractor has applied for funding for the Key West Film SocietyT
project to remodel, repair and improve the theater property hereinafter "the Prope . aheater
rty", d
WHEREAS, the County 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
remodel, repair and improve the property for use. as an auditorium open to the ublic�mmunity, to
P,
`< NOWT .THEREFORE.; , in consideration of the -mutual covenants and payments
itity havb' �ritererito'this' agreement on the contained
herein, the Contractor and the Cbu
conditions as set forth below. a terms and
1- AGREEMENT PERIOD. This agreement is for the period February 19, 2003 throw
15, 2004. This agreement shall remain in effect for the stated period unless one a gives March
other written notification of termination pursuant to and in compliance with paragraphs gives the
below. g p 7,12 ann d 13
2. SCOPE OF AGREEMENT. The Contractor shall provide such materials, service
and
equipment as is necessary to renovate and equip an 8,000 sq. ft. vacant space for use
purpose cultural auditorium with two theater spaces. Included within the renovation will be
finishes (tile, carpet, wall covering,UI be
counters; concession systems; storage shlvinarnting, ceiling); signage; art work; ticket booth;
lighting; seating; window treatments; legal architectural and on Icons treen in sound systems; theatre
above items. 9 services related to all
The recipient of TDC capital project funding shall designate a project manager
architect, engineer or general contractor is involved in the project. If the project is t rf licensed
County or City personnel, the project manager shall be the Engineer, Build' performed by
Construction Manager of that local government. �n9 Official or
3. AMOUNT OF AGREEMENT AND PAYMENT. The County shall provide an am
exceed $191,845 in reimbursement for materials and services used to acquire, amount not to
rehabilitate, repair and renovate the property. The Board of County Commissioners improve,
Tourist Development Council assume no liability to fund this agreement for an amount
and the
of this award. Monroe County's performance and obligation to pay under this gr excess
a
contingent upon an annual appropriation by the BOCC. in
is
Key West Film Society
FY 2003 Capital Project Resources
1
a). Payment for expenditures permissible by law and County policies shall be made
through reimbursement to Contractor upon presentation of invoices, canceled checks and oth
documentation necessary to support a claim for reimbursement. Included in said documentatioi
shall be proof that the Contractor has received and applied to the property matching fund;
equivalent to or greater than the amount invoiced to the County. Submission of invoices must be
certified through a statement signed by an officer of the organization and notarized, declarin tha-
representations in the invoice are true and factual. 9
b) 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.
c) Documentation shall be submitted to the TDC Administrative Office to show th
receipt and application of in -kind donations of goods,e
documentation should include invoices, bills of lading, etc.,
and beryverifiednas receive Said
d 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 should have a proposed schedule of values for phases and 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.
4. REPORTS. The Contractor 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 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. It is the responsibility of the Contractor to maintain appropriate records
to insure a proper accounting of all funds and expenditures. The Contractor understands that
itshall be responsible for repayment of any and all audit exceptions which are identified by theAuditor General for the State of Florida, the Clerk of Court for Monroe County, the Board of n
County Commissioners for Monroe County, or their agents and representatives. In the event of
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 futureyears, the Contractor will be billed by the County for the amount of the audit exception and shall
promptly repay any audit exception.
5. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the terms of this
agreement shall be only amended in writing and approved by the Board of County Commissioners
for Monroe County.
6. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the
Contractor 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 construedas to find the Contractor 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
rights, privileges or benefits of employees of Monroe County. the
Key West Film Society
FY 2003 Capital Project Resources
2
-7. COMPLIANCE WITH LAW. In carrying out its obligations under this agreement,
Contractor 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. An;
violation of said statutes, ordinances, rules or regulations shall constitute a material breach of thi;
agreement and shall entitle the County to terminate this agreement immediately upon delivery o
written notice of termination to the Contractor.
8. RESTRICTIONS ON AGREEMENTS ENTERED PURSUANT TO THIS AGREEMENT. The
Contractor shall include in all agreements funded under this agreement the following terms:
a) Anti -discrimination. Contractor agrees that they will not discriminate against an
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
employment, and to abide by all federal and state laws regarding non-discrimination. posits°n of
b) Anti -kickback. Contractor warrants that no
solicit or secure this agreement upon an agreement�orn understanding has beento
a oCo mi ssion,
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 indemnify and hold harmless the County and an of its
ffi ocers and employees from and against any and all claims, liabilities, litigation, Y
damages, costs, expenses (including but not limited to fees and expenses arising from anyf action,
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 o
indirectly from any negligence or criminal conduct on the part of Contractor in the performance r
the terms of this agreement. The Contractor shall immediate) of
of any
suit, claim or action made against the Contractor that is related intoi theactivityunder 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
the agreement or thereafter that results from performance by Contractor of property °obligations ring
forth in this agreement. At all times during the term of this agreement and for one year set
Y 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: owing
1. Workers Compensation insurance as required by Florida Statutes.
2. Employer's Liability insurance with minimum limits of (aggregate): $500,000 bodily
injury by accident, $500,000 bodily injury by disease aggregate, $500,000 bodily inju b disease
per person.
rY Y ase
3. Commercial General Liability Insurance with minimum limits of $500,000 per occurrence
for bodily injury, personal injury and property damage.
Key West Film Society
FY 2003 Capital Project Resources
4. Comprehensive Auto Liability Insurance with minimum limits of $300,000 combines
single limit per occurrence.
The Contractor, the County and the TDC shall be named as additional insured, exempt worker:
compensation. The policies shall provide no less than 30 days notice of cancellation, non-renewa
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.
9. HOLD HARMLESS/INDEMNIFICATION. The Contractor hereby agrees to indemnify 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 Contractor shall immediately give notice to the
agreement, and will cooperate with the County in the investigation arising as a
County of any suit, claim or action made against the County that is related to the activity under the
result
action or claim related to this agreement. of any suit,
10. ANTI -DISCRIMINATION. The Contractor agrees that they will not discriminate against
because of their race, color, religion, sex, national origin, or physiany of their employees or applicants for employment or against persons for any benefit or service
cal or mental handicap where
the handicap does not affect the ability of an individual to perform in a position of employment,
and to abide by all federal and state laws regarding non-discrimination.
11. ANTI -KICKBACK. The 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 County or TDC
has any interest, financially or otherwise, in the said funded membership. For breach or violation of this warranty, the County shall project, have right tooa annul this l
agreement without liability or, in its discretion,
to deduc consideration, the full amount of such commission, percentage, rok age or cont ent nt from the am9nt fee.
or
12. TERMINATION. This agreement shall terminate on March 15, 2004. 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 terns specified herein, this agreement may then be terminated immediately by written
notice of termination delivered in person or by mail to Contractor. The County may terminate this
agreement without cause upon giving written notice of termination to provider. The County shall
not be obligated to pay for any services or goods provided by Contractor after Contractor has
received written notice of termination.
13. TERMINATION FOR BREACH. The County may immediately terminate this agreement
for any breach of the terms contained herein. Such termination shall take place immediately upon
receipt of written notice of said termination. Any waiver of any breach of covenants herein
Key West Film Society
FY 2003 Capital Project Resources
contained to be kept and performed by Contractor shall not be deemed or considered as ;
continuing waiver and shall not operate to bar or prevent the County from declaring a forfeiture fo
any succeeding breach either of the same conditions or of any other conditions. Failure to providf
County with certification of use of matching funds or matching in -kind services at or above the rat(
of request for reimbursement or payment by is a breach of agreement, for which the terminate this agreement upon giving written notification of termination. County ma(
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 Contractor and the County.
15. CONSENT TO JURISDICTION. This agreement, its performance, and all disputes arising
hereunder, shall be governed by the laws of the State of Florida, and both parties agree that the
proper venue for any actions shall be in Monroe County.
16. ETHICS CLAUSE: Contractor 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 County 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.
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 TWO for a period of 36 months from the date of being placed on
the convicted vendor list.
18. AUTHORITY: Contractor 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 Contractor below certifies and warrants that the Contractor'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 Contractor, and this agreement has been approved by the
Board of Directors of Contractor or other appropriate authority.
19. 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.
20. 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
Key West Film Society
FY 2003 Capital Project Resources
�r
� l
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. Employer's Liability insurance with minimum limits of (aggregate): $500,000 bodily
injury by accident, $500,000 bodily injury by disease aggregate, $500,000 bodily injury by disease
per person.
3. Commercial General Liability Insurance with minimum limits of $500,000 per occurrence
for bodily injury, personal injury and property damage.
4. 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, except workers
compensation. The policies shall provide no less than 30 days notice of cancellation, non -renewal
or reduction of coverage.
At all times during the term of this agreement and for one year after acceptance of the project,
Contractor shall maintain on file with the County a certificate of insurance showing that the
aforesaid insurance coverage'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 Key West Film Society, Inc.: George Cooper
C/O Key West Film Society
Box 1283, Key West, FL 33041
For County: 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
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
the day and year first above written.
(SE AL)C , ' ", BOARD OF COUNTY COMMISSIONERS
ATT SIT` OANNY L. KOLHAGE, CLERK OF MONROE COUNTY, FLORIDA
By: , ► a.� B
Deputy Clerk Mayor/Chairman
(SEAL)
ATTEST: Key West Film Society, Inc.
By: By,
Secretary President
A.PPQOV D AS TO FO M
Key West Film Society ANI� ' SUFFICIE
FY 2003 Capital Project Resources BY
6 U ANNy�A. TTON