FY2007 1st Amendment 09/19/2007
MEMORANDUM
To:
Lynda Stuart, Office Manager,
Tourist Development Council
Attn:
Maxine Pacini, Administrative AssistanLt/
From:
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Isabel DeSantis, Deputy Clerk 'lj\}-
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Date: September 25, 2007
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At the BOCC meeting of September 19, 2007 the BOCC granted approval and authorized
execution of the following items:
Amendment with Conch Republic Offshore Power Boat Racing Association, Inc. to
revise the scope of services for the November 4-1 1,2007 Key West World Championship
Race.
Amendment with Florida Keys Art Guild, Inc. to revise Exhibit A showing names and
dates of concerts for the Florida Keys Guild Outdoor Art Festivals.
Amendment with Mitchell Wolfson Family Education Foundation, Inc. covering the
Rehabilitation of the Audubon Geiger House Museum project to revise scope of services
and compensation.
Attached hereto are two duplicate originals of the subject documents for your handling.
Should you have any questions concerning this matter, please do not hesitate to contact
my officI:.
CC: County Attorney
Finance
File l~------
AMENDMENT 1st AMENDMEN TO AGR
,cd
THIS AMENDMENT to agreement dated the /7 -day of . 2007, is entered into by
and between the Board of County Commissioners for Monroe County, on behalf of the Tourist
Development Council, and Mitchell Wolfson Family Foundation, Inc.
WHEREAS, there was a contract entered into on October 18, 2006 between the parties,
awarding $15,000 for the Rehabilitation of the Audubon/Geiger House Museum project at 205
Whitehead StrE~et, Key West; and
WHEREAS, it has become necessary to revise the work outlined in Segment 1 of Exhibit
A; and
WHEREAS, Mitchell Wolfson Family Foundation will not be completing all work outlined
in Segment 1 of Exhibit A; and
WHEREAS, the revisions to exhibit A revises the compensation amount in paragraph 3
of the Agreeme,nt; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein the
parties agree to the amended agreement as follows:
1. Exhibit A shall be revised and attached hereto.
2. SCOPE OF AGREEMENT. The Grantee shall provide the following scope of services:
Seament 1: Fence Repair and Repainting. Segment(s) of the work is/are more particularly
described 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
must 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 stlall be a project manager to acknowledge receipt of goods or work performed,
This Project Manager shall be Louis Wolfson 111,9400 S. Dadeland Blvd. Suite 100, Miami, FL
33156 (Telephone: 305-854-7100/Fax: 305-859-9858/E-mail: Louisw@pinnaclehousina.com).
Should there b'9 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 Ithe scope of work to be performed by a contractor, Grantee shall provide County
with an amended contract executed by Grantee and its contractor.
(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 requirements applicable to the project and compliance therewith.
Amendment #1
Audubon/Geiger House Museum Project
(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 bH $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 Agreement, 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. AMOUNT OF AGREEMENT AND PAYMENT. The Grantor shall provide an amount not
to exceed $2,420 (Two Thousand, Four Hundred and Twenty Dollars) for materials and
services used to repair and improve 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 Soard 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 SOCC.
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 be made through reimbursement to Grantee upon presentation of Application for
Payment Summary- 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
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
Amendment #1
Audubon/Geiger House Museum Project
shall be necessary 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 request shall be in the form necessary for submission and available to the County
engineer at thl~ 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, general 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, general 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 requesting payment shall be approved in writing, and signed, by the Monroe
County Engineering 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 the Grantor:
AlA Document G-702 Application for Payment Summary
AlA Document G-704 Certificate of Substantial Completion
AlA Document G-706 Contractor's Affidavit of Debts & Claims
AlA Document G-706A Contractor's Affidavit of Release of Liens
AlA Document G-707 Consent of Surety to Final Payment (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 TDC Administrative
Office. All submissions shall identify the items included in Exhibit A and grantee shall complete
the Application for Payment form which is provided within the payment/reimbursement kit
provided to the grantee, listing the schedule of values 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.
Amendment#!
Audubon/Geiger House Museum Project
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.
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 Form (provided within payment/reimbursement package) 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
ownership of said 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
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.
Amendment #1
Audubon/Geiger House Museum Project
(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. The remaining provisions of the contract dated October 18, 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)
Attest: Danny L. Kolhage, Clerk
{lal. ~C. &vJ~
Deputy Clerk -
Board of County Commissioners
OfM~lr~
Mayor/Chairman
(CORPORATE SEAL)
Attest:
Mitchell Wolfson Family Foundation, Inc.
Secretary
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By.
Print Name
OR TWO WITNESSES
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Print Name
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