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Item D3 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: JUNE 16. 2004 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 revise scope of services within the Agreement. ITEM BACKGROUND: See Attached PREVIOUS REVELANT BOCC ACTION: BOCC approved original Agreement at their meeting of February 19, 2003 BOCC approved Amendment to Agreement at their meeting of January 21, 2004 CONTRACT/AGREEMENT CHANGES: Amendment STAFF RECOMMENDATIONS: Approval TOTAL COST: $375.320 BUDGETED: Yes ---1L No COST TO COUNTY: $375.320 SOURCE OF FUNDS: TDC REVENUE PRODUCING: Yes -X- No AMOUNTPERMONTH_ Year APPROVED BY: County Ally --L O:IPurc~/~/?Ri~enl--?L DIVISION DIRECTOR APPROVAL: '--~/ /' ~ (Lynda Stuart) DOCUMENTATION: Included X ToFollow_ NotRequired_ AGENDA ITEM #Y 3 DISPOSITION: Revised 2/27/01 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARy Contract with: Mel Fisher Maritime Contract #_ Heritage Society, Inc. Effective Date: 6/16/04 Expiration Date: 9/30/04 Contract Purpose/Description: Approval of an Amendment to Agreement with Mel Fisher Maritime Heritage Society. Inc. to revise scope of services within the Agreement. Contract Manager: Maxine Pacini 3523 TDC # 3 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 6/16/04 Agenda Deadline: 6/1/04 CONTRACT COSTS Total Dollar Value of Contract: $ 375,320 Budgeted? Yesl':8J No D Account Codes: Grant: $ County Match: $ Current Year Portion: $ 117-77040-530340- T37M-463Y -530340 - - - - ----- ADDITIONAL COSTS Estimated Ongoing Costs: $_/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) - - - --- CONTRACT REVIEW Changes ~~~~ Needed Division Director ~ 1 Y esD No~ Risk Management S6~~1 Y esD No~ O.M.B./Purchasing #1 l' Y esD No~ County Attorney ~ YesD No Date Out Comments: OMB Form Revised 2/27/01 MCP #2 AMENDMENT TO AGREEMENT THIS ADDENDUM to agreement is made and entered into this _ day of 2004, between the County of Monroe (hereinafter "County") and the Mel Fisher Maritime Heritage Society, Inc. WHEREAS, the parties entered into a contract on February 19, 2003, to fund major repairs, renovations and exhibit design of the Mel Fisher Maritime Museum; and WHEREAS, said agreement has been previously amended on January 21, 2004; and WHEREAS, the original agreement provides caps on the amounts to be paid for specified items; and WHEREAS, it is desired to revise the amounts allocable to the specific elements and to add the roof within the allowable elements; and NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. The first paragraph of Section 2 of the Agreement shall be amended to read: The contractor shall provide such materials and services as are required for the replacement of the roof and windows, installation of central HV AC systems, and exhibition designer services. 2. The first sentence of the first paragraph of Section 3 shall be amended to read: The County shall provide an amount not to exceed $375,320 (replacement of roof and windows - $275,329; Installation of central HVAC systems - $40,000; Exhibition designer sevices - $60,000) in reimbursement for materials and services used to improve and repair the property. 3. The remaining provisions of the contract dated February 19, 2003, as amended January 21, 2004, not inconsistent herewith, 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. Mel Fisher Maritime Heritage Society, Inc. President (SEAL) ATTEST: DANNYL.KOLHAGE,CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Deputy Clerk Mayor/Chairman " Mr. Harold Wheeler Monroe County Tourist Development Council 1201 White Street Key West, FL 33040 May 17,2004 RE: 200 Greene Street Repair & Improvements DAC I FY2003 Capital Project Resources $375,320 Dear Mr. Wheeler, As per our conservation oftoday, the Society formally requests that the budget for this capital project award be amended to help meet additional costs of the restoration and reconstruction of the building roof, including roof windows, which are the result of the State Historic Preservation Officer's mandate to utilize specific materials in the project, heretofore not specified. Each of the materials being required.is only available at additional cost to that which was previously specified. We seek to reassign the $225,320 budgeted for windows and the $90,000 for air conditioning to an allocation of $275,320 budgeted for roof and windows; and $40,000 for installation of air conditioning. The revised section of the contract would be page one (1) section two (2) to read: 2. SCOPE OF AGREEMENT: The contractor shall provide such materials and services as are required for the replacement of the roof and windows, installation of central HV AC systems; and exhibition designer services. .. .All other text remains unchanged. The revised section of the contract would be page one (1) section three (3) to read: 3. AMOUNT OF AGREEMENT AND PAYMENT. The County shall provide an amount not to exceed $375,320 (Replacement of roof and windows- $275,320; Installation of central HV AC systems- $40,000; Exhibition designer services - $60,000) ....All other text remains unchanged. All other contract language would remain unchanged. We will make every attempt to complete the project prior to the existing deadline. We thank you for your assistance in this and all matters. Please feel free to contact me at 305-294-2633, extension 11, if you have any questions or require additional information from my office. Sincerely, Madeleine H. Burnside, Ph.D. Executive Director , I ~ AMENDMENT TO AGREEMENT I . THIS ADDENDUM to agreement is made and entered into this ~ay of --L.Jt:hL 2004, between the County of Monroe and the Mel Fisher Maritime Heritage Society, Inc. " WHEREAS, there was a contract entered into on February 19, 2003, between the parties, awarding $375,320 to the Mel Fisher Maritime Heritage Society, Inc., and WHEREAS, it has become necessary to extend the contract for an additional period due to unforeseen delays; 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 be extended to September 30, 2004. 2. 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. (SEAL) ATTEST; DANNY L. KOLHAGE, CLERK G~. Deput9 Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA ~(~ Mayor/Chairman ( ( \.. \.~ .,.. ,,' GRANT OF FUNDS This AGREEMENT dated the 1'9' ~y of -p~ 2003, is entered into by and belwee, the BOARD OF COUNTY COMMiSSIONERS FOR MONROE COUNTY, hereinafter "County," or behalf of the TOURIST DEVELOPMENT COUNCIL, hereinafter "TOe," and Mel Fisher MaritimE Heritage Society, Inc., a Florida not-for-profit corporation, hereinafter" Contractor". WHEREAS, the third penny of Tourist Development Tax may be used to acquire, construct, extend, enlarge, remodel, repair or improve, convention centers, sports stadiums, sports arenas, coliseums, auditoriums, fishing piers, museums, zoological parks, nature centers and beaches 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 III project to repair and improve the Mel Fisher Maritime Museum property hereinafter "the Property"; and WHEREAS, the County and TOe 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 repair and improve 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 February 19, 2003 through December 31, 2003. 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 provide such materials and services as are required for the replacement of windows, installation of central HV AC systems and exhibition designer services. The recipient of TDC capital project funding shall designate a project manager if no licensed architect, engineer or general contractor is involved in the project. If the project is performed by County or City personnel, the project manager shall be the Engineer, Building Official or Construction Manager of that local government. 3. AMOUNT OF AGREEMENT AND PAYMENT. The County shall provide an amount not to exceed $375,320 (Replacement of windows - $225,320; Installation of central HVAC system _ $90,000; Exhibition designer services - $60,000) in reimbursement for materials and services used to improve and repair 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. Monroe County's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the BOCC. a). 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 Mel Fisher Maritime Heritage Museum FY 2003 Capital Project Resources ( ( shall be proof that the Contractor has received and applied to the property matching fund1 equivalent to or greater than the amount invoiced to the County. Submission of invoices must b~ certified through a statement signed by an officer of the organization and notarized, declaring tha representations in the invoice are true and factual. 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 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 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 TOe, 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 TOe, 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 Mel Fisher Maritime Heritage Museum FY 2003 Capital Project Resources 2 ( ( 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 i~mediately upon delivery 01 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. 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 acknowfedges 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. Employers 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. Mel Fisher Maritime Heritage Museum FY 2003 Capital Project Resources 3 ( ( The Contractor, the County and the TOe shall be named as additional insured, exempt worken 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 HARMLESSIINDEMNIFICATION. The Contractor hereby agrees to indemnify and hold harmless the BOCCfTDC 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 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 December 31,2003. 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. 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 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 Mel Fisher Maritime Heritage Museum FY 2003 Capital Project Resources 4 ( ( any succeeding breach either of the same conditions or of any other conditions. Failure 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 ma~ 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 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 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 Mel Fisher Maritime Heritage Museum FY 2003 Capital Project Resources 5 ( ( 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 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 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) ATTEST:DANN RK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: By: ~PJd >n ~j Mayor/Chairman (SEAL) ATTEST: Mel Fisher Maritime Heritage Society, Inc. By:t~/Ab resident By: 6 Mel Fisher Maritime Heritage Museum FY 2003 Capital Project Resources ( C' RESOULTION This resolution hereby declares that the Mel Fisher Maritime Heritage Society Board of Directors on Saturday, January 25th, 2003 made and passed a motion to accept the Monroe County Towist Development COWlCil Capital Projects Grant fimding in the amolUlt of'375,320 and to authorize Madeleine H. Bwnside, Ph. D., Executive Director to execute the grant contract on behalf of the Mel Fisher Maritime Heritage Society. .4~~~ ~retary Witnessed by Melissa Kendrick Chief Financial Office Mel Fisher Maritime eritage Society, Inc. 1/28/03