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Amendment 08/15/2007 Contract Amendment for Art in Public Places (ii,> (Freeman Justice Center) )5yY THIS~MENT (herein after "Amendment") is made and entered into this ~ day of~2007, BETWEEN MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, hereinafter "County", and Terry Thommes, Thommes Studio Inc., hereinaf1:er "Artist", FEIN # 20-1106403 WHEREAS, On may 16, 2001, the BOCC adopted ordinance No. 022-2001 with the intent to enrich culturally and benefit the citizens of this County through the establishment of art in public places one percent of construction costs for County construction, set aside for the acquisition, commission, installation, and maintenance of works of art in public buildings; and WHEREAS, on July 20th, 2005, the County approved to enter into an Agreement with Terry Thommes in the amount of $33,000.00 for the creation and installation of artwork in the Freeman Justice Center Building, Key West, Florida; and WHEREAS, due to death, Terry Thommes will not be able to fulfill the obligations of the Agreement with a balance remaining of$II,880.00; and WHEREAS, Thommes Studio, Inc., would like to continue to honor the July 20th, 2005 Agreemlmt and hire an outside contractor for a total cost of $26,575.00; now therefore IN CONSIDERATION of the mutual promises contained herein, the parties hereby agree as follows: New Scope of Work as defined in Exhibit "A" to be provided by outside contractors and payments to be made to Thommes Studio, Inc. as follows: Design Phase: Materials: 33.3% of total cost 33.3% of total cost when the artists submit receipts for materials and eligible costs equal to or greater than 33.3% of the contract total 33.3% final payment due when installation is deemed complete and contractual agreement specifications are verified by the Monroe County Facilities Development Department. Completion: BALANCE OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE TO FOLLOW IN ~,~REOF, the parties hereto have executed this Agreement on the date ~ o~. .,.;;~ , \.,,, r"\~ . F', \ \.l;) '......1,' '(""'\"I I!~M)\~" 31 , A~:9:l~2\~},1'~ ^~ LHAGE, Clerk \<~< .,.~~ \0~ ~ H, .~. =/.1i '';'~<''r-_-~ B.., ~"-" ,... .~""'~' T eputy Clerk AUG 1 5 2007 BOARD OF COUNTY COMMISSIONERS' OF MONROE COUNTY, FLORIDA By: ~A}~ Mayor/Chairman Date: (SEAL) Attest: TERRY THOMMES STUDIOS, INC. By: 4 Byffti-J;z~ ~\JL,-.~ / Title:tY~{1.c.-YLf!- Title: STATE OF FLORIDA COUNTY OF - On this l'!! ore me, the U1Idersigned notaIy public, personally appeared to me to be e person whose name is subscn1>ed above or who produced as n, and acknowledged that helshe is the person who executed the above Agreement with Monroe Connty for Art is Public Places at the Freeman Justice Center f7L:~l'iJj~ '1,+0 r; -N6taIy Public J),h()/4- Anl\ /;Yckles Print Name My commission expires: . DONNAAMtNlClUl" (DsNc*IIY NIle..... C1fflalllla . _. 0..........1 . 14---._ o......y Hie r . DOZM279 m IIalldId NalIOnIII NM\ MONI~OE COUNTY ATTORNEY ARPROV5D AS T FORM: V i. CYNTHIA L. ALL ASSISTANT COUNTY ATTORNEY Date ()f>- 0""- aDO.. :t c:l ~ J;> ....- % ;;0 ~ _,' 0........... ro\~-< CJ ",-, :~- 01.'; :~~;- " ..... c::> = ..... ".. c= G") N o -0 ::B: ~ ~ o ...',,- . ;;<~:i~.:-. -q (7) r- Cq :';> -11 m .? -,1 CJ ;"0 .;":) 1'1 n (:) ;0 '::J Monroe County Art in Public Places Award A!!reement 2 +l. .-,.- I This AGREEMENT dated the O-dayof .Jv Y 2005'. is entered into by and between the BOARD OF COUNTY COMMISSIONERS FOR MONROE COUNTY, hereinafter "County," and Terry Tbommes, hereinafter "Artist," SS ~~# .;to - 1\0 (o'fO~ WHEREAS, the Art in Public Places Ordinance #022-2001, codified at MCC g2-322(A), provides for an appropriation of 1 % of the construction costs for new construction exceeding $500,000 and renovations exceeding $ I 00,000; and WHEREAS, the Ordinance establishes an Arts in Public Places (AIPP) Committee to advise the County Commission regarding art to be acquin:d and installed in each public construction project subject to the AIPP allocation; and WHEREAS, the AIPP Committee has selected and recommended to the HOCC one or more artists for this project; and WHEREAS, the Board of County Commissioners of Monroe County have det,ermined that it is in the interest of the promoting the understanding and awareness of the visual arts to contract for the creation and installation of artwork in Freeman Justice Center Building, Key West, Florida. NOW, THEREFORE, in consideration of the mutual covenants and payments contained herein, the parties have entered into this agreement on the terms and conditions as set forth below. I. AGREEMENT PERIOD. This agreement is for the period _July 20, 2005 through 60 days subsequent to date of issuance of Certificate of Occupancy or Certificate of Completion for building. 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 I3 below. All work for which AIPP funds are to be expended must be completed by the stated termination date. 2. SCOPE OF AGREEMENT. The Artist shall provide 3 sets of etcbed bronze panels for public-access elevator doors on tbree floors: lobby, and two floors above lobby. $5,500 per door or $11,000 per set $33,000 total Artist shall confer with and coordinate activities with the construction contractor on the job in order to insure that there is as much cooperation and cohesiveness in the mcorporation of the art into the building under constmction, and so that there shall be the least amourt 0 f interference between the Artist and the Contractor. 3. AMOUNT OF AGREEMENT AND PAYMENT. The County shall provide an amount not to exceed $_33,000 for materials and services used to create and install the project. The Board of County Commissioners assumes 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. Pursuant to Florida's Prompt Payment Act, upon receipt by County of an invoice for each of three (3) phases, and docnmentation to satisfy the Clerk that the appropriate phase has been completed, payment shall be made for the following phases at the referenced rates: I) Design Phase: 33.3% oftotal payment; 2) Materials: 33.3% of total when artists submits receipts for materials and eligible costs equal to or greater than 33-1/3% ofthe contract total; and 3) Completion: 33.3% final payment due when installation is deemed complete and contractual agreement specifications are verified by the Monroe County Purchasing Department. Eligible costs and expenditures for the proiect and the total award include. but are not limited to: A. Artists design fee B. Labor, materials, contracted services required for production and installation C. Artists operating expenses related to the project D. Travel related to this project, pursuant to statutory limitations E. Transportation of the work to the site F. Installation to the site G. Pennits and fees necessary for the installation (applicable for exterior projects which also require HARC review) H. Legal costs directly related to the project I. Liability costs of artist Payment shall be made upon presentation of an invoice and documentation necessary to support the completion of the work. Artist shall also provide a release of liens if applicable. Final payment requests must be submitted no later than 60 days after the completion of project 4. O\VNERSHIP and RIGHTS. Upon the installation of the artwork, County shall own the artwork and all rights related thereto fully and completely. 5. RECORDS. The Artist shall keep such records as are necessary to document the perf01111ance of the agreement and give access to these records at the request of the County. the State of Florida or authorized agents and representatives of said govcllll11ent bodies. The Artist understands that it shall be responsible for repayment of allY ;md 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. 6. 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. 7. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the Artist 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 constmed as to find the Artist 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 ofthe rights, privileges or benefits of employees of Monroe County. 8. COMPLIANCE WITH LAW. In carrying out its obligations under this agreement, the Artist 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, mles or regulations shall constitute a material breach of this agreement and shall entitle the County to terminate this agreement immediately upon delivery of written notice of termination to the Artist. 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 Artist hereby agrees to indemnify and hold harmless the BOCC Florida Keys Council of the Arts, AIPP Committee and any of its ofIfIcers 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 Artist shall immediately give notice to the County of any suit, claim or action made against the County 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 to this agreement. 10. ANTI-DISCRIMINATION. The Artist agrees that they will not discriminate against any of their employees or applicants for employment or against persons for any benefit or service because of their race, color, religion, sex, national origin, or physical or mental handicap where the handicap does not affect the ability of an individual to perform in a position of employment, and to abide by all federal and state laws regarding non- discrimination. 11. ANn-KICKBACK. The Artist 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 has any interest, financially or otherwise, in the said funded project, except for general membership. For breach or violation of this warranty, the County shall have 3 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 pursuant to Paragraph #l.Tennination 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 Artist. The County may terminate this agreement without cause upon giving 90 days written notice of termination to Artist. The County shall not be obligated to pay for any services or goods provided by Artist after Artist 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 contained to be kept and performed by Artist shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the County from declaring a forfeiture for any succeeding breach either of the same conditions or of any other conditions. 14. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between the County and the Artist. 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 Momoe County. 16. ETHICS CLAUSE: Artist 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 ofthe 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 CRilvIE 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 perfonn 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 4 CA TEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. Artist represents that Artist is not on the Convicted Vendor list. 18. AUTHORITY: Artist warrants that it is authorized by law to engage in the perfomlance of the activities encompassed by the project herein described. Each of the signatories for the Artist below that they are authorized to contract Artist's services. 19. LICENSING AND PERMITS: Artist warrants that he or she 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: Artist agrees that it maintains in force at its own expense a liability insurance policy which will insure and indemnify the Artist 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 Artist for such injuries to persons or damage to property occurring during the agreement or thereafter that results from performance by Artist 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, unless the requirement is waived by the Monroe Couuty Risk Manager, Artist shall maintain on file with the County a certificate of the insurance of the carriers showing that the aforesaid insurance policy is in effect. All insurance policies must specify that they are not subject to cancellation, non- renewal, material change or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. Acceptance and/or approval of Artist's insurance shall not be construed as relieving Artist from any liability or obligation assumed under this contract or imposed bylaw. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies except worker's compensation. Any deviations from these General Insurance Requirements must be requested in writing on the County form titled "Request for Waiver of Insurance Requirements" and must be approved by Monroe County Risk Management. The following coverages shall be provided prior to commencement of work governed by this contract: I. Workers Compensation if, and as required by Florida Statutes. 2. General Liability Insurance. Coverage shall be maintained through out the life of the contract and include, as a minimum: * Premises Operations * Products and Completed Operations * Blanket contractual Liability * Personal Injury Liability * Expanded Definition of Property Damage The minimum limits acceptable shall be: S300,OOO Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: S 1 oO,oon per Person 5 $300,000 per Occurrence $ 50,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. 2 I. NOTICE. Any written notice to be given to either party under this agreement or related hereto shall be addressed and delivered as follows: For Artist Mr. Terry Thommes Thommes Studio 6185 SW Gaines Avenue Stuart, JFL 34997 For County: Florida Keys Council ofthe Arts, 1100 Simonton Street, Key West, FL 33040 and 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. (SEAL) BOARD OF COMMISSIONERS ATTEST: DANNY L. KOLHAGE, CLERK COUNTY, FLORIDA By:l):p.L1 C . &;;"J~ Deputy Clerk COUNTY OF MONROE By: -<4;a )In ~a4./ Mayor/Chairman /J!NESSES: 1 () _" )}Jtv C-CV- "'- (Pffi-Cl~'V1 ARTIST: By'C, ,< ..J '~', ~\ '''', .,/ _ 'L.>..;, :' ..1 or. .,,~. !'- l.,,".,_. , -;.,/ J /2->'.'- ., l' 6 -"c '.,_. . ~ , " .' . . "!:l';"~:;'/ . ':?:~7' L<<"'/(;f;:tt.G.,.. / -"';' ;..'; ffhJ61 f "A "/ FREEMAN JUSTICE CENTER ELEVATOR DOORSI JUNE 21. 2007 COST E:STIMATE FOR PRODUCTION: $26,575.00 6 - stainless steel elevator doorskins by Novel Architectural Products for a 42'x84'x 18 gauge side slide door by Schlindler: Specifications: #4 Satin Base Metal deep acid etched pattern masked for patinas & paint non-directional, pearl & radial highlights @ $2,600 each x 6 doorskins ** $15,600.00 Engineering & Setup 1,575.00 Original artwork & Patina Process by Reen Stanhouse 3,000.00 * Reinstallation of elevator doors by Schlindler 5,400.00 *(Check to see if includes application of doorskin) Crating & shipping 1,000.00 Total Cost $26,575.00 **$8,587 deposit needed for production/ 6-8 week delivery upon receipt & approved drawings.