Item D5
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: DECEMBER 18, 2002
Division:
TDC
Bulk Item: Yes X
No
Department:
AGENDA ITEM WORDING:
Approval of an Amendment to Agreement with Mel Fisher Maritime Heritage
Society, Inc. to extend Agreement until March 15, 2003.
ITEM BACKGROUND:
TOe to approve same at their meeting of December 10, 2002.
PREVIOUS REVELANT BOCC ACTION:
saee approved original Agreement at their meeting of March 22, 2001.
Baee approved Amendment to Agreement at their meeting of April 17, 2002.
saee approved FY 2003 Budget at their meeting of September 18,2002.
CONTRACT/AGREEMENT CHANGES:
Amendment to extend
STAFF RECOMMENDATIONS:
Approval
TOTAL COST: $311,900
BUDGETED: Yes X No
COST TO COUNTY: $311 ,900ITOURIST PAY
REVENUE PRODUCING: Yes X No
AMOUNT PER MONTH
Year
APPROVED BY: County Atty ~
o~~
(Lynda Stuart)
DIVISION DIRECTOR APPROVAL:
DOCUMENTATION:
Included X
To Follow
Not Required
AGENDA ITEM # ~
DISPOSITION:
Revised 2/27/0 I
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Mel Fisher Maritime Contract #
Heritage Society, Inc. Effective Date:
Expiration Date: 3/15/03
Contract Purpose/Description:
Approval of an Amendment to Agreement with Mel Fisher Maritime
Heritage Society, Inc. to extend Agreement until March 15,2003.
Contract Manager: Maxine Pacini 3523 IDC # 3
(Name) (Ext. ) (Department/Stop #)
for BOCC meeting on 12/18/02 Agenda Deadline: 12/4/02
CONTRACT COSTS
Total Dollar Value of Contract: $ 311,900
Budgeted? Yes[g/ No D Account Codes:
Grant: $
County Match: $
Current Year Portion: $
117-77040-530340~Z 530340
_-_-~lJ1! f!!JCl2
- - - - 7:fZ-
ADDITIONAL COSTS
Estimated Ongoing Costs: $~yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
O.M.B./Purchasing
Changes
,?,t le~l IJ!.n Needed. . ~ e~. I
Ilf1fI'2vYesO Noff,
llihl{)1yesDNo~ J1 ~. '
~ YesONob;V~' on
z#- YesDNoff- S.Hutton
Date Out
County Attorney
Division Director
Risk Management
Comments:
OMB Form Revised 2/27/01 Mep #2
11-19-2002 12:45PM FROM
TO
2960788 P. 02
. MEL fIsiiER
.':MARmME tlERITAQE:SbcI~ oINC.
200 QRl7..NB Sf'R1Z1: KeY WES't' fL 33040
(305)294-2633 FAX (305) 294.-5671
: Harold Wbee~, 'MArketini Director
: Monroe CollD~"'TOurJst DevelOpment COmicil
'1201 ~S~SUiie:l02' 0 .
Key West, ~ 33040
19 Nowmber 2002
.
..Dear~Jd.
. . . '.
. I ~uId' jm:e'~'req1iest ail ~ditfonai exteQsion on our cap~ Pr.oj~ grant ~ March 3.-
2003." Thete8S0D fortbis is tWo-tOld~the first is ~culty ingettiDg ~y fbnn of.
. reimbursement from the coUnty FinaDce office, which means that We have expended
. $164,933.09 of our oWn money and bave POW reached a ~,the secOnd is that while we
have ~ able to ~lete architectUral plans _ have ~ly selected fl construction
~gem.eDt ~ we have been struggling to 'get approval of oUr. looting materials from
tbc Florld& State Depmtinent of' HistoriC PreservatiOn. While thiS may seem like a
.' simpJe.iDattcr, it bas taken d)nths, including a visit tom the State llistoric Preservation
. Officer,; DBvid Fmo~ We' believe we have now mu;ilied agreeuMmt on ~.materials and
~ going ~ hO~ this has delayed some of our expenditure ofmatrhi11g 1Unds.
lfyo~ have any questiOns, please feel to call ~ at 294-2633. extension 1 J.
'Sincerely,
. ~leine ~.'Bur;nside, PliD.
. . . Executive.Director
The Me! n6her.~me Heri~ 50dety Is '~'i~depCn(lt:nt not-ror~ 50' (c). 3~. s3edicated k, exh_ ~ archeology. .
.' . preservation and ~ cit maritir:ne hl6tory In the ~ World. .
TOTAL P. 02
ADDENDUM TO AGREEMENT
THIS ADDENDUM to agreement dated the day of 2002, is entered
into by and between the Board of County Commissioners for Monroe County, on behalf
of the Tourist Development Council, and Mel Fisher Maritime Heritage Society, Inc., a
Florida not-for-profit corporation.
WHEREAS, there was a contract entered into on March 22, 2001, between the
parties, awarding $311,900 to Mel Fisher Maritime Heritage Society, Inc. for the
Improvement Phase II project to repair and improve the Mel Fisher Maritime Museum,
and
WHEREAS, there was an Amendment to Agreement on April 17, 2002 to extend
Agreement until December 31,2002; and
WHEREAS, it has become necessary to extend the contract for an additional
period of time in order to complete the project; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein
the parties agree to the amended agreement as follows:
1 . Contract period as outlined in Paragraph 1 shall be extended to March 15,
2003.
2. The remaIning provisions of the contract dated March 22, 2001, as
amended April 17, 2002, 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:
Mel Fisher Maritime Heritage Society, Inc.
(S EAL)
ATTEST: DANNY L. KOLHAGE, CLERK
BOARD OF COUNTY
COMMISSIONERS OF
MONROE COUNTY, FLORIDA
Deputy Clerk
Mayor/Chairman
iL
ADDF!NDUM TO AGREEMENT
'fR . "(1?1
THIS ADDENDUM to agreement dated the Fl. day of /-- t ~,L- 2002, is entered
into by and between the Board of County Commissioners for Monroe County, on behalf
of the Tourist Development Council, and Mel Fisher Maritime Heritage Society, Inc., a
Florida not-for-profit corporation.
WHEREAS, there was a contract entered into on March 22, 2001, between the
parties, awarding $311,900 to Mel Fisher Maritime Heritage Society, Inc. for the
Improvement Phase /I project to repair and improve the Mel Fisher Maritime Museum,
and
WHEREAS, it has become necessary to extend the contract for an additional
period of time in order to complete the project; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein
the parties agree to the amended agreement as follows:
1. Contract period as outlined in Paragraph 1 shall be extended to
December 31,2002.
2. The remaining provisions of the contract dated March 22, 2001, 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.
, .:., :",.
; !.:":.>
. ($6AW)<
AttEST:> DANNY L. KOLHAGE, CLERK
cr~~
BOARD OF COUNTY
COMMISSIONERS OF
MONROE fJJ(NTY. FLORIDA
. \
Mayor/Chairman
GRANT OF FUNDS
This AGREEMENT dated the 2-2- day of ~ 2001, is entered into
by and between the BOARD OF COUNTY COMMISSIONERS FOR MONROE
COUNTY, hereinafter "County," on behalf of the TOURIST DEVELOPMENT COUNCIL,
hereinafter "TDC" and Mel Fisher Maritime Heritage Society, Inc., a Florida not-for-profit
corporation, hereinaft~r" Contractor".
WHEREAS, the third penny of Tourist Development Tax may be used to acquire,
construct, extend, enlarge, remodel, repair, improve, maintain, or promote museums,
zoological parks, fishing piers, nature centers or sports arenas which are publicly owned
and operated or owned and operated by not-for-profit corporations, and
WHEREAS, Contractor has applied for funding for the Mel Fisher Maritime
Museum Repair and Improvement Phase /I project to repair and improve the Mel Fisher
Maritime Museum hereinafter "the Property"; and
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
community, to acquire, construct, repair and rehabilitate the property for use as a
museum open to the public;
NOW, THEREFORE, in consideration of the mutual covenants and payments
contained herein, the Contractor and the County have entered into this agreement on
the terms and conditions as set forth below.
1. AGREEMENT PERIOD. This agreement is for the period March 22, 2001 through
September 30, 2002. 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 Contractor shall repair/improve electrical,
plumbing, HV AC, safety/security, elevator systems; insulation; visitor gallery
improvements - seating, carpentry and finishes to property; demolition/debris removal;
interior signage/ADA; architectural and engineering services.
3. AMOUNT OF AGREEMENT AND PAYMENT. The County shall provide an
amount not to exceed $311,900 in reimbursement for materials and services used to
repair and improve 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. Payment for expenditures permissible by law and County policies
shall be made through reimbursement to Contractor upon presentation of invoices,
canceled checks and other documentation necessary to support a claim for
reimbursement. Included in said documentation shall be proof that the Contractor has
received and applied to the property matching funds equivalent to or greater than the
amount invoiced to the County. Monroe County's performance and obligation to pay
under this agreement is contingent upon an annual appropriation by the BOCC.
Mel Fisher Maritime Heritage Society, Inc.
Capital Project Funding FY 2001
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 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 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
construed as 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 the rights, privileges or benefits of employees of Monroe
County.
7. COMPLIANCE WITH LAW. In carrying out its obligations under this agreement,
the 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. Any violation of said statutes, ordinances, rules 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
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
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.
Mel Fisher Maritime Heritage Society, Inc.
Capital Project Funding FY 2001
2
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 indemnify 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.
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.
Mel Fisher Maritime Heritage Society, Inc.
Capital Project Funding FY 2001
3
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 BOCCfrDC and any of its officers and employees from
and against any and all claims, liabilities, litigation, causes of action, damages, costs,
expenses (incfuding 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 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 Contractor 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. 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
project, except for general membership. For breach or violation of this warranty, the
County 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 September 30,2002.
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 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.
Mel Fisher Maritime Heritage Society, Inc.
Capital Project Funding FY 2001
4
13. TERMINATION FOR BREACH. The County may immediately tenninate 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 Contractor 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. Faifure to provide County 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 the County 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 Contractor and the County.
15. CONSENT TO JURISDICTION. This agreement, its performance, and all
disputes arising hereunder, shall be govemed 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 Iiabifity and may a,lso, 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 fonner 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 buifding 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.
Mel Fisher Maritime Heritage Society, Inc.
Capital Project Funding FY 2001
5
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 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 bodify 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, 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 Mel Fisher Maritime Heritage Society, Inc.:
Madeleine H. Burnside, Ph.D.
200 Greene Street
Key West, FL 33040
For County: Lynda Stuart
Monroe County Tourist Development Council
1201 White Street, Suite 102
Key West, FL 33040
and
Suzanne Hutton, Asst. County Attomey
310 Fleming St.
Key West, FL 33040
Mel Fisher Maritime Heritage Society, Inc.
Capital Project Funding FY 2001
6
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed the day and year first above written.
BOARD OF COUNTY COMMISSIONERS
Y L. KOLHAGE, CLERK OF MONROE COUNTY, FLORIDA
~<s--d
Mayor/ChaIrman
-
Mel Fisher Maritime Heritage Society,
By:
I
BY:-\:::
~
\-Ln)~
President
6cerotary Vice Pres1-
Mel Fisher Maritime Heritage Society, Inc.
Capital Project Funding FY 2001
7