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1st Amendment 08/15/2007 DANNY L.. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: August 16, 2007 TO: Lynda Stuart, Office Manager Tourist Development Council ATTN: Maxine Pacini Administrative Assistant FROM: Pamela G. ~ Deputy CII(~_Y At the August IS, 2007, Board of County Commissioner's meeting the Board granted approval and authorized execution of the following: Joint Project Agreement (NOS Agreement Code: MOA-2007-019/7442) amoung the U,S. Department of Commerce National Oceanic and Atmospheric Administration National Ocean Serviice and Monroe County Board of County Commissioners Tourist Development Council of Monroe County and The Nature Conservancy Florida Keys Program, to carry out data collection and analysis services. TDC payment will be $30,000, FY 2008 and $30,000, FY 2009. Amendment (1st Amendment) to Agreement between Monroe County and St. Paul's Episcopal Church of Key West, Florida to revise Exhibit A for the Performance at St. Paul's between October I, 2006 and September 30, 2007 in an amount not to exceed $5,000, FY 2007 Two Penny Cultural Umbrella Resources, / Amendment (1st Amendment) to Agreement between Monroe County and The Studios of Key West, Inc, to revise Exhibit A outlining work to be completed and the compensation paragraph. Enclosed are two duplicate originals of each of the above-mentioned for your handling. Should you have any questions please feel free to contact our office. cc: CoullIly Attorney Finan~ Filev AMENDMENT (1st AMENDMENT) TO AGREEMENT THIS AMENlDMENT to agreement dated thej~day Ofa~ 2007, is entered into by and between the Board of County Commissioners for Monroe Cou ty, on behalf of the Tourist Development Council, and Studios of Key West, Inc. WHEREAS, there was a contract entered into on November 15, 2006 between the parties, awarding $234,147 for Studios of Key West at Armory (600 White Street, Key West, FL) project; and WHEREAS, it has become necessary to revise the work outlined in Segment 1 of Exhibit A; and WHEREAS, Studios of Key West will not be completing Segment 2 of Exhibit A; and WHEREAS, the revisions to exhibit A revises the compensation amount in paragraph 3 of the AgreemEmt; and NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree te) the amended agreement as follows: 1. Exhibit A shall be revised and attached hereto. 2. Paragraph 2 shall be revised to read as follows: SCOPE OF AGREEMENT. The Grantee shall provide the following scope of services: Seament 1: Sculpture Garden Phase One; Flooring; Painting; AV, Networking and Electrical. Segment(s) of the work is/are more particularly desicribed in Exhibit(s) A, detailing the work and the cost allocable to each segment, attached hereto and incorporated herein by reference. All work for which grant funds are to be expended muslt be completed by the stated termination date of September 30, 2007 and all invoices pertaining to this project shall be submitted to the Finance Department of Monroe County no later than September 30, 2007 to be considered for payment. a) There shall be a project manager to acknowledge receipt of goods or work performed. This Project Mnnager shall be Ann Henderson, 501 Whitehead Street, Key West, FL 33040 (Telephone: 305-29S-G2441Fax: 305-296-03441E-mall: ahenderson@rodelfoundation.orQ). Should there b4~ a change in the project manager specified in the Grantee's application, a new project manag"r 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. Amendment #1 Studios of Key West- Annory Project (i) A Grantee which is a governmental entity shall comply with the procurement regulations and policies to which it is subject, and shall provide Grantor documentation of the procurement mquirements applicable to the project and compliance therewith. (ii) A Grantee which is a not-for-profit entity shall undergo procurement processes for those parts of the project to be contracted (not performed by the entity's employees), which shall, at a minimum, require the acquisition of two written quotes for work expected to be under $25,000 or a notarized statement as to why such written quotes were not feasible. For work expected to be $25,000 or more, a competitive bid process must be performed. County procurement policies and procedures may be used by the Grantee as a guideline. In the event that the monetary contractual process commenced prior to the effective date of this funding grant AgreemElI1t, and the guidelines above were not followed, Grantee shall submit with its reimbursement request a notarized statement which details the Grantee's procurement efforts to ensure the best service for the most economical price. Grantee shall provide Grantor detailed documentation of the procurement process used. . 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. When any permit is required by any governmental agency, copies of plans and other documents which are submitted to the applicable agency shall be submitted to the County Engineering Division to enable verification that the scope of services under this Agreement has been provided. 3. Paragraph 3 shall be revised to read as follows: AMOUNT OF AGREEMENT AND PAYMENT. TI"te Grantor shall provide an amount not to exceed $63,475 (Sixty Three Thousand, Four Hundred and Seventy Five Dollars) for materials and services used to remodel and CCll1struct the property. Reimbursement request must show that Grantee has paid in full for materials and services relating to the segment prior to seeking the 50% (fifty percent) reimbursement from Grantor. Payment shall be 50% (fifty percent) reimbursement of the total cost of the segment, subject to the cap on expenditures for that segment as set forth in Exhibit A. Reimbursement can be sought after each segment of the Agreement is completed and signed by the Monroe County Engineering Department as outlined in 3.a. 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 shall be made upon the completion of a specific segment as outlined in the Scope of Services and Exhibit A. Payment for expenditures permissible by law and County policies shall bl~ made through reimbursement to Grantee upon presentation of Application for Payment Sumrnary- AlA Document G702 or similar certification as required below for governmental entities and not-for-profit entities, invoices, canceled checks and other documentation necessary to support a claim for reimbursement. Payment is a 50% (fifty percent) reimbursement of the total cost of each segment of the project, subject to the cap on expenditures for that segment as set forth in Exhibit A. Reimbursement can be sought after Amendment #1 Studios of Key West - Armory Project each segment of the Agreement is completed and signed by the Monroe County Engineering Department as; outlined in 3.a. Included in said documentation shall be proof that the Grantee has received the property, realty or personalty, for each segment of Agreement as outlined in Exhibit A and paid an amount equal to or greater than the amount invoiced to the Grantor. It shall be neces.sary for the Grantee to contact the County Engineering Division and to arrange for inspections upon the completion of each segment. The documentation needed to support the payment rElquest shall be in the form necessary for submission and available to the County engineer at the time of inspection. All submissions for payment shall have a proposed schedule of values for segment(s) and indicate the percentage of completion of the overall project as of the submission. This document should be signed by the project architect, engineer, genElral contractor or project manager. Photos of the progress of the work shall also be submitted with the payment application. It shall be the responsibility of the project architect, engineer, genElI'al contractor or project manager to initiate the communication with the Monroe County Engineering Division to facilitate the inspection(s) of the segment of the project. All submissions naquesting payment shall be approved in writing, and signed, by the Monroe County EnginElering Division as to the completion of the segment of the project for which payment is requested. 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. For projects exceeding $25,000 in TDC funding under this Agreement, final payment will not be made until the following documents are complete and submitted to thi9 Grantor: AlA Dooument 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 Dooument G-706A Contractor's Affidavit of Release of Liens AlA Document G-707 Consent of Surety to Final Payment (when applicable) Final Release of Lien or Affidavit and Partial Release of Lien For projects for which TDC funding under this Agreement is $25,000 or less, the AlA documentation is not required, but sufficient documentation must be submitted to County to provide similar assurances that the work has been completed and contractors/suppliers paid. All payment requests must be submitted no later than the completion of project of September 30,2007. Invoices received after September 30.2007 will not be considered for payment. b) 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 TOC Administrative Office. All submissions shall identify the items included in Exhibit A and grantee shall complete the Application for Payment fann which is provided within the paymentln9imbursement kit Amendment #i Studios of Key West - Annory Project provided to thl~ grantee, listing the schedule of values which are sought to be reimbursed and shall indicate Ithe 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 rec:eived on site and incorporated into the project shall be verified by one of the foregoing. Submission of any documentation which is untrue, falsified, or otherwise misrepresents the work which has been completed, paid, or donated shall constitute a breach of agreement, 'for which breach the contract may be immediately terminated at the discretion of the County, whose decision shall be final. c) Grantee must submit all documentation for final payment on or before the termination date of this grant of September 30,2007. Invoices received after September 30,2007 will not be considered for payment. d) 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. e) 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 maintain, preserve and operate the property which was acquired or improved under this Agreement for the uses and purposes which qualified the Grantee for tourist development tax funding. Grantee shall complete and sign a Property Reporting Fom, (provided within payment/reimbursement package) for personal property and forward said oompleted form with the appropriate invoice to the TDC Administrative Office. Real property acquired or improved through funding under this Agreement shall remain dedicated for tlhe purposes set forth herein or for other purposes which promote tourism and ownership of Sl:lid property shall be retained by the Grantee. The following terms shall apply: (i) The Grantee shall have the use of the property, including both realty and personalty acquired with funding under this agreement, 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. At such time as any of the conditions in the preceding sentence shall cease to exist, the Grantee shall transfer ,ownership and possession of equipment and personal property to a local government or another not-for-profit organization which is a facility for which tourist development taxes may be used pursuant to Florida Statute_with prior approval from TDC and SOCC. (ii) At any time that the Grantee: (a) elects to stop the project or otherwise decide not to place into service for tourist-related purposes the facility acquired, constructed, or renovated with tourist development tax funding, (b) demolishes the project facility or divests itself of ownership or possession of the real property, or (c) ceases the use of the property with a primary purpose of promoting tourism, Grantee shall, pursuant to the formula set forth hereafter, refund to the County the Tourist Development funding. This provision shall survive the termination date of all other provisions of this contract for a periOd of ten years. Should the Amendment #1 Studios of Key West - Armory Project 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 bel pro-rated based on a useful life of ten (1 0) years. (iii) The Gr~lntee is responsible for the implementation of adequate maintenance procedures to keep the re~11 and personal property in good operating condition. (iv) The Gmntee 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 Agmement. 4. The remaining provisions of the contract dated November 15, 2006 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. (SEAL) C~.~..D..pl.~L;KOlhage, Clerk .. ..,~ o puty Clerk Board of County Commissioners of Monroe County ~j(}~ J Mayor/Chairman (CORPORATE SEAL) Attest: The Studios of Key West, Inc. By. Secretary By "( ""- ~ President ~S"'/'-r- ,Iv; ,/"." <, Print Name 3: 0 o ']/ ~ -" ~~:~:2 C)' r'-~ -)("""') , ,..., = =:3 ".. c= en '" -'"1 r 111 CJ -" C) :u Print Name OR TWO WITNESSES (~~;U~ (1) IflU~fN P,14/SYI-u:xJN Print Name (2y~~~j ~ (2) [/(711. c<]"x; vf' C'\ Print Name :0 eq n CJ :;n C, MONROE COUNTY ATTORNEY APPRO 0 AS FORM: If{ - SUSAN M. IMSLEY O ASSIS~. ~UNTY ATTORNEY ate i'" :; /r;/..M7/., _ Amendment #1 Studios of Key West .- Armory Project <( ~ - cD - J: >< w C w CI) - > w I:t: E "'OE 0_ ,-- c: c: Gl Gl E[ 010 ~Q. ,.c: 0 u... o c: Gl 0 l.... -_ 0"0 c: .~ 0- :;: a. GlQ. ,- <( Q.. E Gl O:E UOl Gi c: It: 'j:;! 0== '0 "S Gl_ ~ c: o Gl ==E o Gl o >.. e! E "2:;:) .....0.Q <( .... 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