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06/21/1988 AgreementCONTRACT * THIS CONTRACT, made and entered into this .2J day of June, 1988, by and between Monroe County, Florida, a political subdivision of the State of Florida, hereinafter referred to as "COUNTY" and Dames and Moore, 315 South Calhoun Street, Suite 350, Tallahassee, Florida 32301, hereinafter referred to as "CONSULTANTS." W I T N E S S E T H: WHEREAS, the COUNTY desires to develop a Habitat Conserva- tion Plan, hereinafter "HCP," regarding the development in the North Key Largo area; and WHEREAS, the CONSULTANTS represents that they are profes- sionally qualified to produce such a plan for subsequent legisla- tive adoption by Monroe County; and WHEREAS, the COUNTY desires to employ the CONSULTANTS to produce such a plan; NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter contained, the County does hereby employ the Consultants and the Consultants hereby accept the employment with the conditions and covenants which follow. Section 1. Article I - Financing The funding for Phase 1 of the services required under this Contract shall be provided to the Consultants in the amount of $77,500; $32,500 of that amount shall be provid- ed by the County (to be provided through Monroe County Growth Management Department's DCA assistance grant) and $45,000 by the State of Florida Department of Community Affairs. The County shall not be obligated to compensate the Consultants beyond the $32,500 from any other source. The source of all other remunera- tion for professional services performed as described in Phase 2 of this Contract, in the amount of $250,290, shall be predicated upon availability. All payments shall be made according to the schedules described in Article 3 of this Contract. Article II -_Scope of Professional Services Section 1. The Consultants agree to provide professional services in accord with the following requirements: a) "Kickoff" Meeting. The Consultants will be required to establish and conduct a "Kickoff" meeting. Attendees should include appropriate local, state, and federal officials, as well as, involved property owners and interested members of the public. The purpose of this meeting will be to reestablish contacts for the purpose of this project and to develop a basis for a timely, coordinat- ed completion to the project. The Consultants will provide to Monroe County a progress report based on the outcome of this meeting. b) Phase 1, Task 1. The Consultants will analyze existing water quality data for the North Key Largo area and develop a water quality element for the HCP. The water quality element will identify any potential offshore impacts related to the level of development contemplated by the HCP and will draft land development regulations to be incor- porated in the Monroe County Code which will address the potential impacts for application in all future development approvals within the area defined by the HCP and in coordination with County wide water quality monitoring program. c) Phase 1, Task 2. The Consultants will conduct a general overview of the locational aspects of the HCP development nodes based upon the information compiled in the HCP study report. The Consultants shall also conduct at least one public meeting in order to obtain input from North Key Largo area property owners, the State Department of Community Affairs, and interested members of the public. The Consultants shall also conform the HCP study report into the format of the present Volumes I and II of the 2 County Comprehensive Land Use Plan for incorporation into the appropriate Plan elements by amendment. The maps prepared by the HCP study committee and the County Planning Department in preparation of the current County Comprehensive Land Use Plan and land development regulations shall be utilized in preparing a Land Use District Map and a future Land Use Map for the North Key Largo area. The existing regulatory provisions of HCP shall be revised, as necessary, to be consistent with the style and format of the County land develop- ment regulations. The capital improvements element of the HCP shall be evaluated and placed in a format consistent with the capital facilities element of the County Comprehensive Land Use Plan for incorporation into the Plan by amendment. d) Phase 1, Task 3. Upon the completion and submission to the County of the professional work products created pursuant to Art II, Secs. (1)(a) and (b) of this contract, the Consultants shall submit to the County a detailed work program, including the budget and services to be performed under Phase 2 of the Contract, outlining the tasks which are necessary to complete its work in assisting the County in implementing the HCP, including, but not limited to: i) Applications for state and federal agency approvals and permits such as ar- ea -wide or individual DRIs, DER and Game and Freshwater Fish Commission approvals, and Army Corps and U.S. Fish and Wildlife per- mits; ii) Further acquisition of lands; iii) Interagency or interlocal agree- ments to manage public land on North Key Largo cooperatively; and iv) Exploring funding alternatives to implement the HCP including funds for the 3 acquisition, restoration, improvement, operation and maintenance of public North Key Largo area lands, and including funds for the completion of Phase 2 tasks. e) Phase 2, Task 1. Scoping for the EIS and DRI i) DRI/EIS Analysis: This version of the plan would be prepared to a level that would be appropriate for inclusion as the master development plan in a DRI and would support analysis as required in the DRI and EIS process. This work shall include preparation of a draft project description which could serve as the text for the traffic elements and Question 12 in the DRI application and the appropriate section of the environmental impact statement. ii) Transmittal Public Hearing on Land Use Plan Amendment. The Consultants will participate with the County in the transmit- tal hearing which is required under Chapter 163 for approval for land use plan amendment. iii) Internal Decision Making Conference on DRI and/or EIS. Given the above studies, the Consultants shall meet with the appropri- ate County officials to review the implica- tions of proposed planning actions for pursuit of approval under the DRI and the EIS processes. iv) Scoping Meetings/Negotiations. Based upon the preceding decisions, the Consultants shall assist the County in a set of appropriate scoping meetings to define the level of detail and amount of work required in preparing the DRI and EIS as required. For the DRI, a scoping meeting shall be held under the auspices of the South Florida Regional Planning Council in the format of their pre -application conference, but without the specific commitments implied in a pre -application conference. The objectives here shall be to obtain a preliminary deci- sion on the ability to delete questions of the DRI and to establish a preliminary level of effort and/or methodology required for respective questions of the DRI. Similarly, the EIS scoping requirements shall be coordinated with the FWS and the Florida Game and Fresh Water Fish Commission (GFC) as well as the agencies that administer the DRI process. The objective of these meetings will be to ensure that environmental data that must be collected for the DRI process will be adequate for the EIS. This shall be accomplished by the preparation of a joint environmental document. Processing of DRIs and EISs for airports located in the State of Florida will be used as model for pursuing a joint document for the two studies. The appropriate models of this type will be reviewed with the RPC and the DCA to identify the basic character of such joint documents. The Consultants shall also attempt to use these meetings with the various agencies to persuade them to reduce the overall scope of data collection by obtaining a common view point on the possible development that could occur on NKL and its concommitant impacts on the area's endangered species. f) Phase 2, Task 2. Preparation Phase 5 i) Areawide DRI Documentation/Public Hearing. The Consultants shall assist the County in preparing the documentation that is required to sponsor an areawide DRI/ADA. The documentation will be prepared and a public hearing advertised as required pursuant to Chapter 380.06(25)F.S. The Consultants will assist in conducting the public hearing which is required in order for Monroe County to proceed with the preparation of the areawide DRI/ADA ii) To Prepare DRI/ADA Draft, including an areawide development plan as required pursuant to Chapter 380.06(25) F.S. The Consultants shall coordinate the preparation of the DRI (as a free standing document or as a joint document with EIS). The DRI/ADA will be prepared to a draft level suitable for review by the County Planning Director. iii) Review. The Consultants shall meet with the County staff to review the ADA draft and assure that the statements contained in the draft are appropriate to the County objectives. iv) Preapplication Conference. The Consultants shall coordinate the scheduling and holding of a preapplication conference with the South Florida Regional Planning Council and the related agencies per their standard process. Throughout the preapplica- tion conference, all efforts will be made to delete questions and clearly define the methodologies to be utilized. v) Complete the draft DRI/ADA. vi) Review the draft with the County Planning Director for completeness and R appropriateness of statements contained therein. vii) Finalize and file the DRI/ADA. Based upon the above review, the Consultants will complete the ADA and file it with the South Florida Regional Planning Council and all other appropriate agencies. viii) Draft of the Environmental Impact Statement for U.S. Fish and Wildlife. Consultants shall draft the preliminary environmental document based upon the level of data as previously described in earlier paragraphs of Art. 2 of this Contract. The Consultants shall adjust the typical EIS format to accommodate the concurrent DRI requirements. ix) Public Hearing. NEPA requires that an EIS sponsor provide for the opportunity for a public hearing at the conclusion of the draft EIS. The time requirements are: a 30 day public review period; 45 days for public notice in the Federal Register; a 30 day hearing notice; and time for the completion of the public record. If not, Consultants shall assist the County to respond to public comments. x) Final EIS. At the conclusion of the public review, the draft EIS will be revised to incorporate public comments. Thereafter, the Consultants shall prepare the final EIS and respond to the 30 day notice requirement for the Federal Register. xi) Incidental Take Permit. The Consul- tants shall prepare the Take permit applica- tion in conjunction with the EIS which will form the core of the Take permit application. 7 The remainder of the federal application shall be devoted to explaining the kinds of impacts that could occur to the endangered species of NKL under the land use proposals. Finally, the Take permit application will describe methodologies the County proposes to implement in order to minimize projected impacts. g) Phase 2, Task 3. DRI Processing Phase i) Sufficiency Review Period. During the 30 day sufficiency review period the Consultants shall maintain contact with the reviewing agencies and attempt to answer questions as they arise with the objective of minimizing sufficiency comments where were possible. ii) Prepare Sufficiency Response Addendum. Consultants shall review the sufficiency statement of the SFRPC and prepare responses to the questions raised. iii) Second Sufficiency Review Period. Again, the Consultants shall maintain contact with the appropriate agencies during the review. iv) Prepare Sufficiency Response Addendum II. The Consultants shall respond to all questions raised by the Regional Planning Council and other agencies during the second sufficiency review period. v) Final Sufficiency Negotiations. If necessary, the Consultants shall conduct an additional period of negotiations with the Regional Planning Council to clarify final remaining questions, issues and informational items. r;� vi) Review Period Services. Following sufficiency, the County shall advertise for public hearing which, under Chapter 380, is required to run a minimum of 60 days. During this 60 day period, the SFRPC, the County, and other agencies carry out their formal review of the DRI/ADA and related data. During this review time, the Consultants shall hold all appropriate meetings with these agencies to facilitate review and respond to questions. Most importantly, the Consultants shall, along with County staff, meet with the staff of the Regional Planning Council to define the council's recommended conditions for the development order. vii) South Florida Regional Planning Council Meeting and Adoption of Recommenda- tions. The Consultants shall participate with the County staff in attending these South Florida Regional Planning Council formal sessions to adopt their recommenda- tions to the County on the development order. viii) Public Hearing. Following the required 60 day notice, the County Commission shall hold a public hearing in order to evaluate and make a determination regarding the development order. The Consultants shall assist in the public hearing to respond to questions and answers from the floor and to provide technical advice to the County staff and County commission related to the develop- ment order. ix) Drafting of Development Order and Review Process. The Consultants shall assist in the drafting of the development order by working with the County planning and legal 9 staff. The development order will be drafted to include recommendations of the South Florida Regional Planning Council; conditions set forth in the ADA; and the conditions that are developed by the County commission through the public hearing process. Upon approval of the development order, the Consultants shall maintain contact with the County Planning Director to monitor the review of the development order by the South Florida Regional Planning Council and Florida Department of Community Affairs during the 45 day appeals period. x) EIS and Incidental Take Permit. The Consultants shall hold at least one preapplication meeting to negotiate the permit requirements with the FWS and the state endangered species permit with the Florida GFC. After the applications are filed, the Consultants shall coordinate with the agencies to ensure the expeditious processing of both applications. The Consultants shall respond to the information requests of the reviewing agencies. If necessary, coordination meet- ings shall be held in the FWS Offices in Jacksonville, Atlanta, and Washington and shall be attended by the Consultants. Similarly, the Consultants will meet in Tallahassee with the Florida GFC. The Consultants shall coordinate these activities with those related to the DRI process. If possible, the Consultants shall schedule major processing events concurrently. The Consultants shall attend or conduct the public hearings associated with the EIS 10 and Take permit, depending upon the direction of the County Planning Director. The scope of services (contract paragraph Art. 1, Sec. 1[e-g]) for Phase 2, Tasks 1 - 3, may be amended upon the mutual agreement of the parties based on any additional information_, data, funding sources or work program(s) developed pursuant to Phase 1, Task 3 (contract paragraph Art. 1, Sec. 1[d]). Section 2. Notice To Proceed. The Consultants shall commence rendering those professional services described herein as Phase 1, Tasks 1 - 3, upon the consumation of this Contract between the County and the Consul- tants. The Consultants shall commence the rendering of the professional services described herein as Phase 2, Tasks 1 - 3, (contract paragraphs Art. 2, Sec. 1(e-g) after the Board of County Commissioners has determined that it is in the interest of the public health, safety and welfare to proceed with Phase 2 and after the County Planning Director has so directed the Consul- tants in a written notice to proceed. Any work done under Phase 2, Tasks 1 - 3, without such a decision of the Board and the Director's notice to proceed shall be solely at the Consultants' risk and expense. Section 3. Work Schedule. The Consultants shall adhere to the following work schedule: a) Completion of the "Kickoff" meeting (contract paragraph Art. 2, Sec. 1[a]) shall be no later than July 24, 1988. b) Completion of Phase 1, Task 1 (contract paragraph Art. 2, Sec. 1[b]) shall be no later than September 1, 1988; c) Completion of Phase 1, Task 2 (contract paragraph Art. 2, Sec. 1[c]) shall be no later than September 1, 1988; d) Completion of Phase 1, Task 3 (contract paragraph Art. 2, Sec. 1[d]) shall be no later than October 1, 1988; e) Phase 2, Task 1, (contract paragraph Art. 2, Sec. 1[e]) shall be completed no later than twelve months after receipt by the Consultants of the County Planning Director's notice to proceed. 11 f) Phase 2, Task 2, (contract paragraph Art 2, Sec. 1[f]) shall be completed no later than twelve months after receipt by the Consultants of the County Planning Director's notice to proceed. g) Phase 2, Task 3, (contract paragraph Art. 2, Sec. 1[g]) shall be completed no later than twelve months after receipt by the Consultants of the County Planning Director's notice to proceed. The above described work schedule may be updated periodical- ly as necessitated by any factors that occur which materially change the conditions affecting the work schedule and are beyond the Consultants control. The above described work schedule shall only be amended by the written approval of the County Director of Planning. Failure on the part of the Consultants to adhere to the above described or amended work schedule, whichever is applicable, shall be sufficient grounds for termination by the County. Any amendment to the scope of services, however, shall require the approval of the Board of County Commissioners of Monroe County, Florida. Section 4. Reviews. To assure that progress on the work schedule is acceptable to the County before the Consultants incur unnecessary expenses, the Consultants shall submit to the County, when so requested by the County Planning Director, two copies of a report outlining the progress on any of the tasks described in this contract. Section 5. Unless otherwise noted in the notice to proceed, the County contact and project manager shall be the Planning Director. The Consultants contact and project manager shall be Steve Fox. Either party shall promptly notify the other in writing when circumstances require a change in project manag- ers. Section 6. The Consultants shall not enter into any subcontracts for the work described in this Contract without the written consent of the County except that the professional services of Landers - Atkins, Robert Apgar, Esq., and Mr. David 12 Plummer may be utilized by the Consultants without any further consent, written or otherwise, from the County. Article III - Payment for Services Section 1. Total Payment. In consideration of the performance of all the services described in Article 2 of this Contract, the County shall pay the Consultants $325,290.00 in the individual amounts specified below which shall constitute full and complete payment for all services required to be performed under the terms of this Contract. Such amount shall also include payment for all reimbursable expenses. Section 2. Partial Payments. a) Upon completion of the "Kickoff" meeting and submission of the required progress report (contract paragraph Art. 2, Sec. l[a]), the County shall pay the Consultants $2,500.00. Upon the completion of Phase 1, Task 1, (contract paragraph Art 2, Sec. l[b]), the County shall pay the Consultants $30,324.00. Upon the completion of Phase 1, Task 2 (contract paragraph Art 2, Sec. 1[c]), the County shall pay the Consultants $31,000.00. Upon the completion of Phase 1, Task 3 (contract paragraph Art 2, Sec. l[d]), the County shall pay the Consultants $13,676.00. Upon the completion of Phase 2, Task 1 (contract paragraph Art 2, Sec. l[e]), the County shall pay the Consultants $31,190.00. Upon the completion of Phase 2, Task 2 (contract paragraph Art 2, Sec. 1[f]), the County shall pay the Consultants $100,980.00. Upon the completion of Phase 2, Task 3 (contract paragraph Art 2, Sec. 1[g]), the County shall pay the Consultants $118,120.00. b) The Planning Director, at his discretion, may also authorize payment for a task work project in an amount equal to the proportion that such project represents to the total work required under the applicable phase and task. 13 Section 3. Method of Payment. Following the completion of a task, the submission to the County Planning Director of any work product(s) required by the task, and the acceptance by the Planning Director of the work product(s) and services rendered as meeting the requirements of this Contract's scope of services, the Consultants will submit an invoice in the amount appropriate according to the above schedule for the task to the County Planning Director. Payment shall be made within 30 days of the submission. Payments for the project "Kickoff" meeting and Phase 1, Tasks 1 - 3 (contract paragraphs Art 2, Sec. l[a-d]) are specif- ically made contingent upon the restrictions on the sources of remuneration contained in Art 1. Payments for Phase 2, Tasks 1 - 3 (contract paragraphs Art 2, Sec. 1[e-g]) are specifically made contingent upon the re- strictions on the sources of remuneration contained in Art 1 and the restrictions contained Art 2, Sec. 2. Section 4. Accounting and Records. Records of the Consultants direct personnel payroll and reimbursable expenses pertaining to this Contract and records of accounts between the County and the Consultants shall be kept on a generally recognized accounting basis and shall be available to the County or an authorized representative during regular busi- ness hours. Reimbursable expenses shall include general travel expenses, hotel expenses, meals, and long distance telephone expenses. Article IV - County Responsibilities Section 1. The County will furnish the Consultants, when feasible, at no cost to the Consultants, the following informa- tion or services: Copies of any available maps, records, contracts, policy statements, land development regulations or other ordinances, comprehensive land plan sections, resolutions, existing relevant studies in the County possession, or other data pertinent to the work, and all other available information data relative to County policies, standards or criteria. 14 Staff advice and consultation on matters relating to tasks in this Contract's scope of services. The County staff shall also schedule, set up and notice the public hearings which are its responsibility under Phases 1 and 2 (contract paragraphs Art. 2, Sec. 1 [a - g]). Article V - Curtailment and Termination. Section 1. Modification of Project. Additions to, modifications, or deletions from the scope of services outlined in Article 2 may be made by the County, and the compensation to be paid to the Consultants may be adjusted accordingly by mutual agreement of the parties. Change orders, excluding completion date changes, will not be effective until approved by the Board of County Commissioners of Monroe County, Florida. It is distinctly understood and agreed that no claim for extra work done or materials furnished by the Consultants will be allowed by the County except as provided herein, nor shall the Consultants do any work or furnish any materials not covered by this Contract unless such work is first authorized in writing by change order. Any such work or materials furnished by the Consultants without such written authorization first being given shall be at their own risk, cost, and expense, and the Consultants here by agree that without such written au- thorization, that they will make no claim for compensation for such work or materials furnished. Section 2. Curtailment or Termination of Services. Except as it may be restricted by Art. 1 and Art. 2, Sec. 2, the County and the Consultants hereby agree to the full perfor- mance of the covenants contained herein. The County reserves the right, at its discretion, to terminate or curtail the services provided in this Contract for any misfeasance, malfeasance or non-performance of the contract by the Consultants. In the event the County shall terminate or curtail the services or any part of the services of the Contract after the appropriate go ahead of Art. 2, Sec. 2 has occurred, the County shall notify the Consultants in writing and the Consultants shall discontinue performing the services under this Contract thirty 15 (30) days after receipt of such notice. Where such termination is due to negligent performance or failure to perform the Con- tract, the Consultants will be liable to the County for damages caused thereby, and all sums due the Consultants shall be stopped. Upon such termination, the Consultants shall deliver to the County all drawings, illustrations, text, data and other docu- ments entirely or partially completed, together with all unused materials supplied by the County. Upon termination, the Consultants shall appraise the work they have completed and submit their appraisal to the County for their evaluation and determination of payment as herein de- scribed. Unless restricted by Art. 1, the Consultants shall receive their compensation in full for services performed to the date of such termination or curtailment. This payment shall consist of the appropriate percentage of the total compensation for the task satisfactorily completed as described in Article 2, and shall be in the amount to be agreed mutually by the Consultants and the County. If there is no mutual agreement, the Consultants shall provide the County with records, and the County will employ the same method used for additional work as a guide in the final determination. The County shall make this final payment within sixty (60) days after the Consultants have delivered the last of the partially completed documents together with any records that may be required to determine the amount due, unless either party has served the other with a written request to arbitrate a dispute. When the work is terminated because of Art. 1, or Art. 2, Sec. 2, or by mutual consent or when the termination is due to negligent performance or failure to perform the Contract, there shall be no limitation upon the County as to the subsequent use of documents or ideas incorporated therein for the preparation of final studies, plans and/or documents, and the County reserves the right after thirty (30) days following a written termination notice to the Consultants, to take over the services and follow 16 them to completion by contract with others, or otherwise. Article VI - Miscellaneous Provisions. Section 1. Non-discrimination. The Consultants agree that they will not discriminate against any of their employees or applicants for employment because of their race, color, religion, sex, or national origin, and to abide by all Federal and State laws regarding non-discrimination. The Consultants further agree to insert the foregoing provisions in all subcontracts hereunder, except subcontracts for standard commercial supplies or raw materials. Any violation of such provisions shall constitute a material breach of this Contract. Section 2. Arbitration of Disputes. Any dispute arising under this Contract which is not settled by the County and the Consultants in ten (10) days shall be decided by an arbitration board composed of a representative of the County, a representative of the Consultants, and a represen- tative mutually acceptable to the County and the Consultants. The Consultants shall continue to render all services requested in this Contract without interruption, notwithstanding the provisions of this section. Section 3. Ownership of Documents. All documents including, but not limited to, tracings, drawings, illustrations, estimates, field notes, investigations, design analysis, studies, and other data or documents 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 Director of Planning before the final payment is made to the Consultants. The Consultants may retain originals and prepare copies of any of these documents for the County provided the copies are produced at the Consultants' own expense. Section 4. Camera -Ready Originals. The Consultants will provide the County with two cam- era-ready originals or easily reproducible copies of any docu- ments produced pursuant to this Contract. These will be provided when documents are necessary for public dissemination. 17 Section 5. Assignment of Contract. 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, administrators, execu- tors, successors and assigns of the parties hereto. Section 6. Anti -kickback. The Consultants warrant that no person has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contin- gent fee and that no member of the County has any interest, financially or otherwise, in the Consultants or its subcontrac- tors. For breach or violation of this warranty, the County shall have the right to annul this Contract without liability or, in its discretion, to deduct from the Contract price or consid- eration, the full amount of such commission, percentage, broker- age or contingent fee. Section 7. Department of Community Affairs Contract. The Consultants hereby understand that they are bound by all contracts between the County and the Department of Community Affairs which serve to provide funding for this project. Section 8. Claims. The Consultants agree to hold harmless and indemnify the County and the Department of Community Affairs against all claims of whatever nature arising out of the performance of work under this Contract whether in contract, tort or otherwise and whether claimed by third parties or the Consultants themselves. IN WITNESS WHEREOF, the parties hereto have executed this Contract on the date and year first written above. (SEAL) Attest: DAN7T Y L. I,' 7.'_TACT;, Clerk it. WAh. __ 4 . �Oulerk BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Im Witness �414- Witnes DAMES AND MOORE By Ti APPROA TO FORA7' AND r"Af " vcy, A S Fr -I P, Y Attornei's Office 19