12/14/1994. ' FITED
BASE CLOSURE CONSULTING CONTRACT'94 DEC 30 P3 :5j
THIS CONTRACT is entered into by Monroe C (1 dl'itical
i1 Y, f 1. r',
subdivision of the State of Florida, Public Service Building,
5100 College Road, Stock Island, Key West, FL 33040, hereafter
the County, and Fishkind & Associates, Inc., 12424 Research
Parkway, Suite 275, Orlando, FL 32826, hereafter the Consultant.
1. The Consultant represents that it is professionally
qualified to provide analytical advisory services for a project
involving the retention of the Naval Air Station at Key West
(hereafter NASKW) and other related military facilities. This
project and the included requisite scope of work are described in
detail in paragraph 2 of this contract.
2. The Consultant must carry out the described project
tasks according to the following schedule:
A. Task 1. Using the latest version of the Depart-
ment of Defense Cost of Base Realignment Actions (hereafter
COBRA) cost benefit software model, the Consultant must carefully
calibrate the model with data call information for NASKW and
those facilities that compete with NASKW and those that have been
identified as receiving locations. In performing this task the
Consultant may conduct whatever site visits the Consultant
determines are needed for data gathering. The Consultant must
also calibrate any interservice basing alternatives including,
but not limited to, Air Force bases and Marine air stations.
Task 1 must be completed by March 15, 1995.
B. Task 2. Using the detailed information generated
from Task 1, the Consultant must conduct a computerized search
and examine all closure and realignment activities nationwide.
Among all the services - whether Army, Air Force, Navy, Marine or
Department of Defense - all tenant commands, facilities, and
assets must be examined by the Consultant for potential com-
patibility and economic feasibility regarding realignment to
NASKW. If determined to be appropriate by the Consultant, any
compatible assets may be targeted for realignment to NASKW.
After completing the analysis of Task 1 and this task, the
Consultant must produce a detailed written report on the data
developed on NASKW, competing facilities, realignment options,
target tenant commands, and cost estimates. Task 2 must be
completed by March 30, 1995.
C. Task 3. Following completion and delivery of the
report to the County, with a copy to Commonwealth Consulting
Corporation (9507 Beach Mill Road, Great Falls, VA 22066), the
Consultant will brief the County's Board of County Commissioners
and the principals of Commonwealth Consulting on the findings and
policy direction determined in the report. Task 3 must be
completed as scheduled by the County.
The project and the tasks of which it consists are essential
to the County's efforts to keep NASKW as an operating military
facility. Therefore, time is of the essence in completing each
task and the project as a whole.
3. A. Upon the timely completion of Task 1 the County
must pay the Consultant $19,000 minus 10% retainage.
2
B. Upon the timely completion of Task 2 the County
must pay the Consultant $8,500 mirnxs 107 retainage.
C. Upon the timely completion of Task 3 the County
must pay the Consultant $5,000 plus the amounts previously
retained.
Requests for payment must be in a form satisfactory to the
County Clerk and County Administrator and must contain an affida-
vit stating that the subcontractors and materialmen, if any, have
been paid. The request must be made through the County Adminis-
trator. Once the County Administrator has determined that the
task was completed on time and in accord with the specifications
of paragraph 2, he must forward the request to the Clerk for
payment. If the Clerk has no objection, he must promptly pay the
Consultant the amount due.
The contract price is the total compensation due the Consul -
Cant for the project. The Consultant may not receive compen-
sation for any work performed that is not described in paragraph
2 unless the work is approved in writing by the Board of County
Commissioners.
4. The County may make modifications to the work with an
adjustment in compensation to be mutually agreed upon. If the
parties cannot agree, the County must unilaterally determine the
adjusted amount. The Consultant must then continue to carry out
the modified project or modified project tasks under the rate of
compensation adjusted by the County. The Consultant may, if
aggrieved, pursue the remedy of paragraph 22 but in no instance
cease work on the project and project tasks.
01
5. If requested by the Consultant, the County will pur-
chase the following equipment N/A, for use by the Consultant in
carrying out the project. The Consultant's compensation does not
include the purchase of the equipment. The Consultant may request
the type, make and model of the needed equipment but the County
has the final decision on the purchase of the equipment. The
purchase will be done directly by the County. The County will
then bail the equipment to the Consultant for its use in carrying
out the project. Upon completion of the project the Consultant
must return the equipment to the County in the same condition as
received, normal wear and tear excepted. The Consultant must
indemnify and hold the County harmless from any damage, claim or
liability arising out of the Consultant's use of the bailed
equipment.
6. If the County decides to abandon the project or fails
to appropriate funds, the County must immediately notify the
Consultant in writing. The Consultant must cease all work on the
project upon receipt of the County's abandonment or nonappro-
priation letter. The Consultant must also turn over to the
County all project work product - whether complete or not - along
with any bailed equipment. Upon providing the County with an
affidavit stating that all subcontractors and materialmen, if
any, have been paid, the County must then pay the Consultant that
portion of the contract price for the task equivalent to the work
turned over plus the reimbursable expenses necessary in creating
that work product. If the County has kept retainage for a task
or tasks already satisfactorily completed, the County must also
4
pay that sum to the Consultant. The County's determination of
the portion of the contract price due for the work turned over is
final. The Consultant must include a paragraph similar to this
abandonment and non -appropriation paragraph in any contract with
the Consultant's subcontracts.
7. The preliminary examination or review by the County
Administrator or a County employee of any task work product to
determine generally if the project is proceeding in accord with
paragraph 2 does not constitute the County's determination of
satisfactory completion. Therefore, the Consultant is not
entitled to rely on any preliminary examination or review as a
determination of satisfactory completion or as a condition
precedent to payment for the project or a task.
8. The Consultant warrants that all the work constituting
the project and the project tasks will be performed in a compe-
tent and professional manner. The Consultant warrants the
completeness and accuracy of all work constituting the project
and the project tasks. The Consultant must, without additional
compensation, promptly correct any errors, omissions, defi-
ciencies or conflicts in the work constituting the project and
project tasks.
9. The Consultant must have insurance of the amount and
type described in Exhibit A. Exhibit A is attached and incor-
porated into this contract.
10. The Consultant warrants that the work constituting the
project and tasks does not infringe upon or violates the patent,
copyright or trademark of any third person. If a claim of
F7
infringement or violation is made by a third person against the
County, the County must notify the Consultant within 10 business
days of the date the County received the claim. The Consultant
must then indemnify and defend the County against the third
party's claim bearing all costs, fees and expenses of the de-
fense. The County's failure to timely notify the Consultant is a
waiver of this warranty. This paragraph does not apply if the
item alleged to infringe or violate a patent, copyright or
trademark is required by paragraph 2.
11. All data and documents produced or obtained in the
course of carrying out the project and included tasks whether or
not used in the interim or final work products are - and will
remain - the property of the County and must be delivered to the
County Administrator before the County may make the final payment
to the Consultant. The Consultant may retain copies of the
documents and data delivered to the County but the copies must be
prepared at the Consultant's expense.
12. The Consultant may only use qualified personnel to
carry out the project and project tasks. At the time of the
execution of this contract, the parties expect that the following
individuals will carry out the project:
A. Dr. Hank Fishkind
B. Mr. Steven McDonald
C. Mr. Stanley Gerber
D. Mr. Christopher Jones.
Cl
13. The Consultant may not assign or subcontract its
obligations tinder this contract - other than the receipt of money
- without the written consent of the County
14. Records of the Consultant's direct personnel payroll
and reimbursable expenses pertaining to the project and project
tasks and records of the accounts between the County and the
Consultant must be kept on a generally recognized accounting
basis and must be available to the County or its authorized
representative during normal business hours. The Consultant must
keep the records for five years following the project or, if the
project is being funded by a state or federal grant that requires
retention for a longer time, the time required by that grant.
15. The Consultant is an independent contractor. Nothing
in this contract may create a contractual relationship with, or
any rights in favor of, any third party including subcontractors
or materialmen of the Consultant. The Consultant's use of a
subcontractor or subcontractors to carry out the project, a
project task, or any portion of the work, will not in any way
relieve the Consultant of its obligations tinder this contract
even though the subcontractor was approved by the County.
16. The Consultant acknowledges that all records, data, and
documents created as part of the project are public records under
Chapter 119, Florida Statutes. As a result, they must be made
available at a reasonable place and time upon the request of a
member of the public. Failure to do so is a breach of this
contract entitling the County to treat the contract as terminated
on the date of the violation of Chapter 119, Florida Statutes,
7
with the County's obligation to pay extending only to work
completed as of that date.
17. Either party may terminate this contract because of the
failure of the other party to perform its obligations under the
contract. If the County terminates this contract because of the
Consultant's failure to perform, then the County must pay the
Consultant the amount due for all work and tasks satisfactorily
completed as determined by the County Administrator tip to the
date of the Consultant's failure to perform but minus any dam-
ages, both incidental and consequential, the County suffered as a
result of the Consultant's failure. The damage amount must be
reduced by the amount saved by the County as a result of the
contract termination. The Consultant is liable for any addition-
al amount necessary to adequately compensate the County if the
amount due the Consultant is insufficient to compensate the
County for the damage it suffered.
18. This contract has been carefully reviewed by both the
Consultant and the County. Therefore, this contract is not to be
strictly construed against any party on the basis of authorship.
19. This contract represents the parties' final and mutual
understanding. It replaces any earlier agreements or understand-
ings, whether written or oral. This contract cannot be modified
or replaced except by another signed contract.
20. Nothing in this contract should be read as modifying
the applicable statute of limitations. The waiver of the breach
of any obligation of this contract does not waive another breach
of that or any other obligation.
E:3
21. The Consultant warrants that he/it has not employed,
retained or otherwise had act on his/its 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
violation of Section 3 of Ordinance No. 010-1990. For breach or
violation of this provision the County may, in its discretion,
terminate this contract without liability and may also, in its
discretion, 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 employee.
22. This contract is governed by the laws of the State of
Florida. Venue for any disputes arising under this contract must
be in Monroe County, Florida.
23. The Consultant agrees that it will not unlawfully
discriminate against any of its employees or applicants for
employment because of their race, color, religion, sex, national
origin or disability. The Consultant must insert a provision
similar to this paragraph in any subcontracts awarded under this
contract except those for the purchase of commercial supplies and
raw materials.
24. All communication between the parties should be through
the following individuals:
Monroe County: Consultant:
Jim Roberts, County Administrator Dr. Hank Fishkind
Public Service Building 12424 Research Parkway
5100 College Road, Stock Island Suite 275
Key West, FL 33040 Orlando, FL 32826
(305)294-4641 (407)382-3256
9
25. This contract takes effect on the date of the signature
of the last party to sign. Although the parties must execute an
original of this contract, for the purpose of triggering the
effective date, a mutually executed fax copy is sufficient.
IN WITNESS WHEREOF, each party has caused this Agreement to
be executed by its duly authorized representative.
(SEAL)
Attest: DANNY L.KOLHAGE, Clerk
s V4,79� 0,
(CORPORATE SEAL)
Attest:
By
to
coniii nas con
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
r
FISHKIND & ASSOCIATES, INC.
By
t
10
App 4 22, 1993
N1 t'riigiog
MONROE COUNTY, FLORIDA
INSURANCE GUIDE
Ti)
C:ONTRAC; I' AIMINISTRA'I'ION
Indemnification and Hold Ilarmless
for
Suppliers of Goods and Services
The Vendor covenants and agrees to indentnify and hold harmless Monroe County hoard of
County Commissioners Prom any and all chkims 11w bodily injury- (including death), personal injury,
and property damage (including property owned by Monroe County) and any other lomcs,
damages, and expenses (including rrttc�rncy's fees) which arise out of, in connection with, or by
wason ofservices provided by the Vendor or any ol'its Subcorttractor(s) in any tier, occasioncd
by the ncgli cnce, errors, or other wrongaii act or omission of The Vendor or its Subcontractors
in any tier, their employees, or agents,
In the event the completion of the project (to include the work of others) is delayed or suspended
ns a result of the Vendor's failure: to purchase or maintain the required insurangc, the Vendor -shall
indemnify the County from any and all increased expenses resulting from such delay.
The extent of liability is in no way limited to, reducbd, or lessened by tltc insurance requirements
contained elsewhere within this agreemcr,t.
EXHIBIT A
Admi"'5406vc 141ARKtion
I147tM.1
0 16
April 22, VYM
1A i'lifi ifig
MONROF COUNTY, FLORIDA
INSURANCE GUIDE
TO
CONTRACT ADMINISTRATION
General insurance Retluiremerals
ro r
Suppliers of Goods or Services
As a pre -requisite of the; work governed, or the; goods supplied under this contract (including the
prc-sta,,rng of personnel and material), the Vendor shall obtain, at his/her own expense, insurance
as specified in any .attached schedules, which are made part of this contract. The Vendor will
ensure that the insurance obtained will extend protection to all Subcontractors engaged by the
Vendor. As an alternative, the Vendor may require all Subcontractors to obtain insurance
consistent with the attached schedules.
'1'hc Vendor will not be permitted to commence work governed by this contract (including pre -
staging of personnel and material) until satisfactory evidence of the required insurance has been
furnished to the County as specified below. Delays in the commencement of work, resulting; from
the failure of the Vendor to provide satisfactory evidence of the required insurance, shall not
extend deadlines specified in this contract and any penalties and failure to perform assessments
shall be imposed as if the work commenced on lite specified dale and time, except for the
Vendor's failure to provide satisfactory evidence.
The Vendor shall maintain the required insurance throughout the entire term of this contract and
any extensions specified in the attached schedules. Failure to comply with this provision may
result in the immediate suspension of all work until the required insurance has been reinstated or
replaced. Delays in the completion of work resulting front the failure ol'the Vendor o maintain
the required insurance shall not extend deadlines specified in this contract and nriy lii:naltics and
failure to perform assessments shall be imposed as if the work had not been suspended, except for
tlhc Vendor's failure to maintain the required insurance.
The Vendor shall provide, to the County, as satisfactory evidence of the required insurance,
either:
• Certificate of insurance
Or
A Certified copy of the actual insurance policy.
The County, at its sole option, has the right to request a certified copy orally or alfinsurance
policies required by this contract. ,
All insurance policies must spccily that they are not subject to cancellation, nornrenewal, material
change, or reduction in coverage unless a minimum of thirty (30) (lays prior notification is given
to the County by the insurer.
The acceptarice and/or approval or -the Vendor's insurance Shall not be construed as relieving the
Vendor from any liability or obligation assumed under this contract or imposed by law.
Admiaiitu wive Lulr►k1><xi
N4709. i 17
Apri(22. 199J
1+1 1`ri1�i1�L
The Monroe County Board. of County Commissioners, its employees and ollicials will be included
as "Additional insured" on all policies, except for Workers' Compensation.
Any deviations from these Ocneral Itlsurance Requirenicnts must be requested in writing on the
County prepared form entitled "Request fur Waivcr of Insurance Requirements" and approved
by Monroe County Risk Management.
April 22. 1'Y).1
Int Pritting
GENERAL LIABILITY
INSURANCE RE'QUIREWNTS
FOR
CONTRA('1'
BETWEEN
MONROE COUNTY, FLORIDA
AND
Prior to the commencement of work governed by this contract, the Contractor sliall obtain
General Liability Insurance. Coverage; shall be maintaiucd tliroughout the li(e of the contract ant{
include, as a minimum:
• Premises Operations
• Products and Completed Operations
• Blanket Contractual (liability
• Personal Injury [,lability
• Expanded Definition of Property Daniage
The minimum limits acceptable shall be:
$300,000 Combined Single I.inait ((:SL)
If split limits are provided, the minimum limits acceptable shall be:
$100,000 per Person
$300,000 per Occurrence
$ 50,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its
provisions should include coverage for claims filed on or alter the ellective date of this contract.
In addition, the period for which claicnis may be reported should extend for a minimum of twelve
(12) months following the acceptance of work by the County.
The Monroe County Beard of'County Commissioners shall be named a5 Additional Insured on all
policies issued to satisfy the above requirements.
Atift* 4rative 1rtAlVtt111tt Gill �
d47A7,1 54
April 22. 1993
ht 1,616111i
VEIIICLE, L1ABILI'I'Y
INSURANCE ItEQUIRP MENTS
FOR
COWRAC T
BETWEEN
MONROE COUNTY, FLORIDA
AND
Rccognizing that the work governed by this contract requires the use: of vehicles, the ("(uitractcg,
prior to the colnmencement ofwork, shall obtain Vebicie Liability insurance, Coverage shall be
maintained throughout the life of the contract and include, as a minimum, liability coverage for:
• Owned, Non -Owned, and I Iired Vehicles
The lnininIUM HMO acceptable shall be:
$100,000 Combined Single limit (CS1,)
If split limits are provided, the minimum limits acceptable shrill be-
$ 50,000 per Person
$100,000 per Occurrence
$ 25,000 Property Damage
The Monroe County Board of County Cocilmissioners shall be named as Additional Insured on all
policies issued to satisfy the above requirements.
/Wminisualivu Irmir ijvn VL I
"709.1 75
Aprif V, 199.1
1.11,6111inl;
WORKERT COMPEASA'TION
INSURANCE RN:QUIREMENTS
FOR
CONTRA(.")'
BETWEEN
MONIt(?E COUNTY, FLORIDA
AND
Prior to the commencement of work governed by this contract, the Contractor shall obtain
Workers' Cotupensation Insurance with limits Sufliciwnt to respond to Viorida Statute 4do,
In addition, the Contractor shall obtain t:mployers' Liability Insurance with limits ornot less than;
$100,000 Bodily Injury by Accident
$500,000 Bodily injury by Disease, policy limits
$ I00,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the contract,
Coverage shall be provided by a company or companies authorized to tralasact business in the
state of Florida and the company or companies must maintain a minimum rating of A -VI, ai
assigned by the A.M. Best Company,
If the Contractor has been approved by the Florida's Department or Labor, as an authorized self -
insurer, the County shall recognize and lionor the Contractor's status, The Contractor may be
required to submit a Letter of Authorization issued by the Department of labor and a Certificate
of Insurance, providing details on the Contractor's l,xcess insurance Program,
If the Contractor participatcs in a sett' -insurance fund, a Certificate or Insurance will be required.
In addition, the Contractor may be required to submit updated financial statements t}om the fund
upon request from the County.
Adminidra ive WC 1 1
R4rtM.1 R
RatoIUINM 11191-199.7
AIKi122. 199.1
141 Printing
MONROE COUN'I'X, iewimm
Request For Waiver
of
Insurance Requirements
It is requested that the insurance rccluiremutits, as %pec:ilied in [tie C aunty's Selledule of Insurance
Itcquircinvits, be waivod or inodillod on tIkU fUIIu1Yl111; wittract.
Contractor:
Conlrac-t for:
Addn;ss of Contrlc(or:
Phone:
Scohc of Work: --- ----_._..._—..........
Reason for W;tivcr:
Signature of Conti -actor: -- —__ --- -- --
Approved ---_..._. Not Approvcxi .___.__....__ ....._
Risk Mmiagument--
bate
County Adminislrwor appeal:
Approved: Not Alrt)rovcd:
Date:
Board of County Conunissioncrs appe;d:
Approved: _ Not Approval:
Meeting bate:
AcMninisbnilw tndruotom WAIVER
f14709. I 5