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4th Amendment 09/28/2005 Cleltl DIllie Circul cOIn Danny L. Kolhage Phone: 295-3130 Fax: 295-3663 Memorandum To: Lynda Stuart, Offzce Manager Tourist Development Council Attn: Maxine Pacini Isabel C. DeSantis, ,'J./G~ Deputy Clerk )J From: Date: Monday, October 03, 2005 At the BOCC meeting on September 28,2005, the Board approved the following: Amendment to Agreement with Key West Harry S. Truman Foundation Inc. to extend agreement to February 1,2006 to allow time to complete the project. -I Agreement with The Islamorada Village of Islands to extend Agreement to September 30, 2006. Agreement with Cooke Communications L.L.C., a Delaware Limited Liability company doing business as FloridaKeys.com and KeyWest.com to provide website services which promote tourism from October 1, 2005 through to September 30,2008 within an option to extend for an additional two year period Attached hereto are two (2) duplicate originals of each document for your handling. Should you have any questions concerning the above, please do not hesitate to contact me at 295-3130. cc: Finance County Attorney FileJ AMENpMENT TO INTER-LOCAL AGREEMENT j j I THIS ADDENDUM to agreement is made and entered into this Ol~ day of ~ 2005, between the County of Monroe (County) and The Islamorada Village of Islands (Grantee). WHEREAS, there was a contract entered into on July 17, 2002, between the parties, awarding $149,672; amended on January 15, 2003 awarding an additional $125,142 to the Islamorada Village of Islands for the Amphitheater project, and amended on October 15, 2003 for an extension of agreement; and amended on March 17, 2004 for an extension of agreement; and amended on July 14, 2004 for an extension to agreement; and WHEREAS, it has become necessary to extend the contract for an additional period to allow time for The Islamorada Village of Islands time to enter into a development agreement with Islamorada Community Entertainment to complete construction of the amphitheater. NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. The contract period as outlined in Paragraph 1 is extended to September 30, 2006. 2. The following provisions shall be added to the contract dated July 17, 2002, and amended January 15,2003; October 15,2003; March 17, 2004 and July 14, 2004: A. 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 shaH provide County with an amended contract executed by Grantee and its contractor. B. 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. C. Grantee shall exercise good internal controls to assure that the project 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. 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. D. It shall be necessary for the Grantee to contact the County Engineering Division and to arrange for inspections upon the completion of each phase/segment. The documentation needed to support the payment request 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 phase( s )/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 phase/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 phase/segment of the project for which payment is requested. E. 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. F. Grantee may elect to have vendors and contractors paid through the direct vendor method, upon submission of appropriate documentation as outlined above and a specific request that payment be made directly to the vendor or contractor rather than to Grantee. G. 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 the Grant Agreement. However, the Grantee shall complete and sign a Property Reporting Form 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 shaH remain dedicated for the purposes set forth herein or for other purposes which promote tourism and retain ownership of said property in the Grantee. The following terms shall apply: (i) The Grantee shaH have the use of the equipment and other personal property at the project site for its useful life so long as the facility is operated by Grantee, open to the public, and has a primary purpose of promoting tourism. (H) At such time as any of the conditions in sub-paragraph (i) above cease to exist, the Grantee shall transfer ownership and possession of equipment and personal property to another governmental entity or not-for-profit organization which will operate the facility for purposes for which tourist development taxes may be used pursuant to Florida Statute; and refund to the County the amount of Tourist Development funding received for the real property phases of the project at such time that the Grantee demolishes the project facility or divests itself of ownership or possession of the reaJ property, or the use of the property no longer has a primary purpose of promoting tourism. This provision shaH survive the termination date of aH 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. (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. 3. The remaIning provIsIons of the contract dated July 17, 2002, and amended January 15, 2003; October 15, 2003; March 17, 2004 and July 14, 2004 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. The Islamorada Village of Islands \~..~ ~_~ _-t--) '~(c"': .... . . ' _ a~ ",:;;;;:<_~~~tJty.Cterk ISLAMORADA VILLAGE 1Zt~~4L- APPROVED AS TO FORM AND LEGALITY FOR THE USE AND BENEFIT OF ISLAMORADA, VILLAGE OF IDA ISLANDS ONLY ~~)a >n Mayor/Chairman o -r ~, ;;U () = Or-"'-~ rr1 =':.: --~.. n' r- 0("") C;;3~, __ z. ,;- ..., ..... - ::J: .. -<("")!:: . ;-l :'- en ::J -" -,'" .. r I"\.~ ):> C ~ ;;.n o n -I '- U1 I