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09/21/1990 Agreement fllE'D FOR RECORI PROFESSIONAL AND CONSULTANT CONTIV;.... II I'ft'. D~. y . .~~~~A;E THIS CONTRACT made and entered into this the . .:. day . .. , by and betweenMA8BP~C~~ S't2r-l~ Ae.r- political subdivision of the State 1 9 9''' of of Florida, hereinafter re- ferred to as "County," and Dennis A. Beebe, Architect P.A., 444 Whitehead St., Key West, Fla. 33040 hereinafter referred to as "Consultant." WHEREAS, the County desires to have an economic feasibility and historic restoration plan prepared; and WHEREAS, Consultant represents that Consultant is profession- ally qualified to produce or perform the economic feasibility study and historic restoration/rehabilitation plan; NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter contained, the County does hereby employ Consultant and Consultant hereby accepts the employment with the conditions which follow. ARTICLE I - FINANCING Section 1. The funding for services required under this contract shall be provided to Consultant in the amount of $30,000. All pay- ments shall be made according to the schedules set fourth in this contract. The total payment for the services and work products produced by Consultant shall not exceed $30,000 except as a mutually agreed upon amendment, in writing, for additional services not described in this contract. ARTICLE II - SCOPE OF SERVICES Section 1. Consultant agrees to provide services and work products in accordance with the following requirements: Task 1 Historical Research: A. Identify, and review all historical data currently in the possession of the Pigeon Key Advisory Author- ity, Monroe County, the Flagler Museum and other resources for artifacts and documents. B. Research in other areas identified in A above. C. Provide presentation/report of results of research to Pigeon Key Advisory Authority. Task 2 Thematic Interpretation and Concept Description A. Develop a comprehensive conceptual plan to describe the different aspects of the functioning museum and related activities. Meet with local conununity mem- bers for input into developing the plan for the use of Pigeon Key. B. Review/present the developed concept to the Pigeon Key Advisory Authority and amend as necessary. Task 3 Restoration Plan A. Develop a master site plan including the layout of existing and proposed buildings, parking, transpor- tation/access to site and use of buildings and site. B. Prepare structural write-up on the required rehabil- itation work to bring each building to minimum standards. C. Prepare estimate of construction/rehabilitation costs and phased time frame for each existing and proposed building. D. Present master site plan and other results to Pi- geon Key Advisory Authority. Task 4 Economic Feasibility Plan: A. Market Analysis which has: 2 1. Program definition, goals and objectives of the program under consideration, plans, docu- ments, and other related information. 2. Definition and analysis of the local market area in terms of resident market, include current and projected population of the market area in terms of size, income, age composition and other factors affecting attendance. 3. Estimation of potential tourism support, in- cluding review of historical patterns of tour- ism to and through the area, total number of nonresident visitors, seasonality, purpose of visit, average length of stay and expenditure patterns to ascertain relevant visitor charac- teristics and the potential for attendance from this market segment. 4. Regional comparable analysis including evalua- tion of competitive leisure/recreation attrac- tions and potential cooperative relationship with Crane Point Hammock complex. Analysis will include the complimentary nature, atten- dance characteristics, and trends of public and private cultural, historical entertainment facilities. Also concept scope and drawing power of existing and proposed attractions in the region. 5. Determination of market penetration and atten- dance. Five year period projection of atten- dance based on penetration experience of compa- rable museum facilities, performance of region- al competitive and complimentary facilities, scope of museum's concept, characteristics of the available market and proposed pricing policies. 3 B. Financial Analyses including the financial poten- tial of the proposed project and components will be evaluated. 1. Estimation of total and per capita visitor expenditures on a five year basis for the following categories: admission, food and beverage expenditures, merchandise purchases and miscellaneous expenditures for the museum facilities. Expenditure estimations will be based on comparable experience of other simi- larly oriented museums, modified to reflect the unique characteristics of the local and tourist markets identified in the market analy- sis. 2. Projection of museum operating costs. The operating costs for the proposed project will include estimated salaries, advertising, main- tenance, insurance, utilities, cost of goods sold, and other expense categories. Expenses will be estimated by employing standard indus- try ratios while taking into account any local factors affecting operating costs. 3. Calculation of operating profit. Net operating income will be calculated and projected for five years. c. Identification of sources for grant funding and other sources of funds. D. Presentation/Report of interim findings to the Pigeon Key Advisory Authority. Memorandum report will reflect all analyses, methodologies and data prepared. After review and comment by the Pigeon Key Advisory Authority, a written report and oral presentation will be given to the Pigeon Key Adviso- ry Authority and Monroe County Board of County Commissioners. 4 Task 5 Prepare Final Written Report: Master site plan with use of buildings, time line and phases for rehabilita- tion/construction of buildings, economic feasibility study demonstrating how Pigeon Key can become self sufficient using the concept and thematic interpretation. Prepare and present work report to the Pigeon Key Advisory Authority and Monroe County Board of County Conunissioners. Section 2. Notice to Proceed. Corlsultant agrees to commence the rendering of services upon the execution of this contract between the Consultant and the County and the execution of the grant contract between Monroe County and the Flor ida Department of Sta'te. Section 3. Work Schedule. The Consultant will adhere to the following work schedule: a) Completion of Task 1 shall be no later than Decem- ber 1, 1990. b) Completion of Task 2 shall be no later than Decem- ber 15, 1990. c) completion of Task 3 shall be no later than January 15, 1990. d) Completion of Task 4 shall be no later than Decem- ber 1, 1990. e) Completion of Task 5 shall be no later than March 15, 1990. The work schedule may be amended with the written approval of the Pigeon Key Advisory Ji.uthority. In the event the Consul- tant requests an amended work schedule because of events beyond the consultant's control which materially changes conditions affecting the work schedule, such approval shall not be unreasonably withheld. Failure on the part of the Consultant to adhere to the above described work schedule or the amended work schedule, whichever is applicable, shall be 5 a material breach of this contract and sufficient grounds for termination by the County. Any amendment of the scope of services or work product shall require the approval of the Monroe County Board of County Commissioners. Section 4. Reviews. To assure that progress on the work schedule is proceeding according to the terms of this contract in a manner accept- able to the County, Consultant shall provide a written report to the Pigeon Key Advisory Authority at the end of each task identified in Article II, Section 1. Section 5. The County's project manager for this contract shall be the Pigeon Key Advisory Authority Chairman Jim Lewis. The Consul- tant project manager shall be Dennis A. Beebe. The parties respective addresses are: Jim Lewis 2945 Overseas Highway Marathon, Florida 33050 and Dennis A. Beebe, Architect P.A. 444 Whitehead Street Key West, Florida 33040 All written notices required under this contract shall be sent to the respective project managers at the addresses set forth above by registered mail, return receipt requested. ARTICLE III - PAYMENT FOR SERVICES Section 1. Total Payment. Except as may be provided in Article I, in consideration of the performance of the Tasks described in this contract, the County shall pay Consultant a total of $30,000 in the amounts specified below which shall constitute full and complete payment for all services required to be performed under the 6 terms of this contract. Such amount shall also include all reimbursable expenses, including but not limited tOigeneral travel expenses, hotel expenses and meals, and long distance telephone expenses, in accordance with Florida Statutes. Section 2. Partial Payments. Upon completion of Task 1, in a satisfactory manner, the County shall pay Consultant $3,500.00 Upon completion of Task 2, in a satisfactory manner, the County shall pay Consultant $7,750.00. Upon completion of Task 3, in a satisfactory manner, the County shall pay Consultant $5,685.00. Upon completion of Task 4, in a satisfactory manner, the County shall pay Consultant $10,000.00. Upon completion of Task 5, in a satisfactory manner, the County shall pay Consultant $3,065.00. Section 3. The Consultant will present an invoice to the County upon completion and acceptance by the Project Manager of each Task described in this contract. County shall cause payment to be made to the Consultant within 45 days after invoice approval by the Monroe County Board of County Commis- sioners. The invoice shall indicate the Task completed for which payment is sought. Section 4. Accounting and Records. Records of the Consultant's direct personnel payroll and reimbursable expenses pertaining to this project and records of accounts between the County and the Consultant shall be kept on a generally recognized accounting basis and shall be available to the County or to an authorized representative for audit during normal business hours. If grant funding is awarded, Consultant must maintain records to comply with the requirements of the grant program. 7 ARTICLE IV - COUNTY RESPONSIBILITIES Section 1. Furnishing of Information. When requested by the Consultant, the County shall make avail- able, at no cost to the Consultant, the following type of information: a) All material i,nformation on Pigeon Key. b) Surveys and/or notes on the property and buildings. c) Access to the site and buildings. Section 2. Services. When requested by the County shall advertise meeting space. Pigeon Key Advisory Authority, the public meetings and provide public ARTICLE V - MODIFICATION, CURTAILMENT AND TERMINATION Section 1. Modification of Project. Additions to, modifications, or deletions from the scope of services set forth in this contract may be made by the Coun- ty, and the compensation to be paid to the Consultant may be adjusted accordingly by written mutual agreement of the par- ties. All change orders, excluding completion date changes, will not be effective until approved by the Board of County conunissioners of Monroe County, Florida. It is distinctly understood and agreed that no claim for extra work done or materials furnished by the Consultant will be allowed by the County except as provided herein, nor shall the Consultant do any work or furnish any materials not covered by this con- tract unless such work is first authorized as herein provid- ed. Any such work or materials furnished by the Consultant without a written modification agreement first being entered into shall be at Consultant's own risk, cost, and expense, and the Consultant hereby agrees that without written agree- ment, no claim will be made for compensation for such work or materials furnished. In no event shall any additions to, modi- fications of, or deletions of, the original terms of this con- 8 tract be made when the addition, modification, or deletion is so substantial as to circumvent the County's competitive bidding requirements. Section 2.Termination of Services. County and Consultant hereby agree to the full performance of the covenants contained in this contract. The County reserves the right, at its discretion and without regard to whether any breach is termed material in this contract, to terminate the services provided in this contract for any misfeasance, malfeasance, nonperformance of the contract terms or negli- gent performance of the contract terms by the Consultant. In the event the County shall terminate the services or any part of the services of the contract after the notice to proceed, the County shall notify the Consultant in writing and the Consultant shall discontinue performing the services under this contract fifteen (15) days after receipt of the notice. Where such termination is due to negligent perfor- mance or failure to perform the contract, the Consultant will be liable to the County for damages caused thereby. Upon termination, the Consultant shall deliver to the County all work products together with any materials supplied by the County. Upon termination, the Consultant shall appraise the work they have completed and submit their appraisal to the County for evaluation and determination of payment as herein described. The Consultant shall receive compensation in full for servic- es which have been satisfactorily performed, up to the date of termination. The County shall make final payment within sixty (60) days after the Consultant has delivered work prod- ucts. Following termination of Consultant for whatever reason, there shall be no limitation upon the County as to the subse- quent use of work products created the the Consultant. 9 ARTICLE - MISCELLANEOUS PROVISIONS Section 1. Non-discrimination. The Consultant will not discriminate against any of their employees or applicants for employment because of their race, color, religion, sex, or national origin, and will abide by all Federal and State laws regarding non-discrimination. The Consultant shall insert the foregoing provisions in all subcontracts hereunder, except subcontracts for standard corrunercial supplies or raw materials. Any violation of such provisions shall constitute a material breach of this con- tract and be sufficient grounds for termination. Section 2. OWnership of Documents. All documents including, but not limited to, models, plans, blueprints, tracings, drawings, illustrations, estimates, field notes, investigations, design analysis, studies, and other data or documents or other work products which are obtained or prepared in the performance of this contract are to be, and will remain, the property of the County and are to be delivered to the County before the final payment is made to the Consultant. Section 3. Assignment of Contracts. This contract shall not be assignable in whole or in part without the written consent of the parties hereto, and it shall extend to and be binding upon the heirs, administra- tors, executors, successors and assigns of the parties hereto. Section 4. Anti-kickback. The Consultant warrants that he has not employed or retained any company or person, other than a bona fide employee or consultant working solely for the Consultant to solicit or secure this contract and that the Consultant has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee working solely for the 10 Consultant, any fee, commission, perce.ntage, gift or other consideration contingent upon or resulting from the award of this contract. For breach or violation of this provision, the County shall have the right to annul this contract without liability or, at its discretion, to deduct from the contract price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. Section 5. Claims. The Consultant shall hold harmless and indemnify the County against all claims of whatever nature arising out of the performance of work under this contract whether arising in contract, tort or otherwise and whether claimed by third parties or the Consultant. Section 6. Insurance Policies. The Con.sultant shall procure and maintain a standard Compre- hensive Liability Insurance Policy of a type acceptable to the County in the amount of $200,000.00. The County shall be named on the Comprehensive Liability Insurance Policy as an additionally named insured and shown on an insurance certifi- cate to be provided to the County by the Consultant. The Consultant shall also procure and maintain a worker's compen- sation policy and hold the County harmless from all claims arising thereunder. Nothing herein shall be construed to limit the scope of indemnity set forth in Section 5 above. The certificates shall provide that if the policies are can- celled by the insurance company or the Consultant during the term of the contract, then ten (10) days written notice prior to the effective date of such cancellation will be given to the County. Cancellation of any of the policies, and the failure to obtain a new policy or policies effective before or on the date of cancellation, shall constitute a material breach of this contract and be sufficient ground for termina- tion. 11 Section 7. Consultant warrants that he has not employed, retained or otherwise had act on his behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in viola- tion of Section 3 of Ordinance No. 010-1990. For breach or viola- tion of this provision the County may, in its discretion, termi- nate this contract without liability and may also, in its discre- tion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or em- ployee. Section 8. The captions and titles of all Articles and Sections of the memorialized contract are informative only and do not constitute any material part of the agreement between the parties. Section 9. This contract, its performance, and all disputes arising hereunder, shall be governed by the laws of the State of Florida and that proper venue for any action shall be Monroe County. In the even of litigation arising out of this contract in which the County prevails, Consultant shall pay the County's fees and costs including attorney fees. Section 10. The provisions hereof represent the complete and entire agreement between the parties. 12 IN WITNESS WHEREOF, the parties have executed this agreement at ~ t/J(l. & '"t , Monroe County, Florida, on the date and year first written above. (Seal) Attest :DANNX 1.. KOl1HAGE, Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By ok Mayor/Chairman DENNIS A. BEEBE, ARCHITECT P.A. By 12 - -' ~ A ' Dennis A. Beebe, President ~(z71qo APPROVED AS TO {'Ohit A,."'ID LEGAL SU . ~/CfE'NCY. f:1Y 13 f' ( ( l S\\'OIU\ STATE~IENT UNDER SECTION 287.133(3)(a), FLORIDA STATUTES. O~ PUBLIC EN1"Ili' CRIMES THIS Fomi ?\1UST BE SIGNED IN TH~ PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICER AUTHORIZED TO ADMINISTER OATHS. \,~. .. ) - 1. This sworn statement is submitted with)S(cX, Proposal ~~Ktt'}(cYtXN16. ~lJglJ~t '/7. 1 qqn for PIGEON KEY RESTORATION CONSULTANT This swo~ stateme~t is submitted by DENNIS A. BEEBE. ARCHITECT P .A. [name of entity submitting sworn statement] whose business address is 444 ~JHITEHEAD STREET, KEY WEST, FLORIDA 2. and (if applicable) its Federal Employer Identification Number (FEIN) is 59-2566215 . , (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: .) 3. My name is DENNIS A. BEEBE [please print name of individual signing] and my relationship to the 4. entity named above is PRFSTnFNT I understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida Statutes.. means a violation of any state or. federal law by a person with respect to and directly related to the transaction of l>usiness with any public entity or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 5. I understand that "convicted" or " conviction It as defined in Paragraph 287.133(1)(b), Florida Statutes. means a finding of guilt or a conviction of a public entity crime, with or Without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. 6. I understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes. means: 1. .~ predecessor or successor of a person convicted of a public entity crime: or 2. An entity under the control of any natural person who is active in the management of the ' entity and who ha~ been convicted of a public entity crime. The term "affiliateD includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. . 7. ! understand that a .person. as defined in Paragraph 287.133(1)(e), Florida Statutes means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders~ employees, members, and agents who are active in management of an entity. 8. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. [Please indicate which statement applies:] XXX Neither the entity submitting this ;sworn flatement, nor any officers, directors, executives, -' ~ partners, shareholders, employees, members, or agents who are active in management of the entity, nor any affiliate of the entity hav~ been charged with and convicted of a public entity crime subsequent to July 1, 1989. _ The entity submitting this sworn statement, or one or more of the officers, directors, executives, partners, shareholders, employees, members, or agents who are active in management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1,. 1989, ~ [Please indicate which additional statement applies.] _ There has been '8 proceeding concerning the conviction before a hearing. officer of the State of Florida, Division of Administrative Hearings. The fmal order entered by the hearing officer did not place the person or affiliate on the convicted vendor list. [Please attach a copy or the final order.] _ The person or affiliate was placed on the convicted vendor list. There has been' a subsequent proceeding before a hearing officer of the State of Florida, Division of Administrative Hearings. The final order entered by the hearing officer determined that it was in the public interest to remove the person or affiliate from the convicted vendor list. [Please attach a copy of the final order.] . _ The person or affiliate has not been placed on the convicted vendor list. [please describe any action taken by or pending with the Department of Gen I Services.] ~\2-~ A< [signature] Date: Avo. Z 1) tQ10 STATE OF FLORI DA COUNTY OF' MONROE PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature [name of individual signing] in the space provided above on this 27th day of AUGUST. 19 90 G? i; ~ G? ~AJt~/YT) NOTARY PUBLI(; My commission expires: NotIIIy PubIc S.. of florida at ...... My CommIl8Ion ExpIrea: JlftUlry 24, 11M For~ PUR 7068 (Rev. 11189) .. ~ ( ." i ( ( ~