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10/18/2001 MONROE COUNTY ECONOMIC ANALYSIS AND PLANNING SERVICES AGREEMENT FOR PROFESSIOM~jERVICES Oc-l. THIS AGREEMENT made and entered into this ~;ay of 54- ~T , 2001, by and between the MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, Monroe County, Florida, referred as the "CLIENT', and THE CHESAPEAKE GROUP, INC., with offices located at 8516 Green Lane, Baltimore, Maryland 21244, hereinafter referred to as the CONSULTANT. WHEREAS, the CLIENT has determined that it is necessary, expedient, and to the best interest of the CLIENT to retain a CONSULTANT to render and perform consulting and other professional services in connection with the providing technical assistance to Monroe County in the area of economic analysis and planning services. WHEREAS, THE CLIENT desires to engage the CONSULTANT on a contract basis, for work assignments, as per the authorization procedures hereinafter set forth. NOW, THEREFORE, the parties hereto do mutually agree as follows: :r ~" CJ t:J C=:t r- ~ ?: ;:.~ rrt SECTION 1. EMPLOYMENT OF THE CONSULTANT ,~')~~.' 0 CJ f"::,;;_< -< O' r " en. \..0 C> The CLIENT hereby engages the CONSULTANT and the CONSUL TANE~ees to ;u perform services hereinafter described. :!nr- ~ ::0 . ';-1); ,... ~ ~ C) ';".' C> SECTION 2. SCOPE OF SERVICES 3> PI N ;u 4.- 0 The CONSULTANT shall do, perform and carry out in a professional and proper manner certain duties as described in the Basic Scope of Services - Exhibit "A" - which is attached hereto and made a part of this agreement. SECTION 3. CLIENT'S RESPONSIBILITIES The CLIENT shall complete the following in a timely manner so as not to delay the services of the CONSULTANT: 3.1 Provide all best available data and base maps as to the CLIENT's requirements for Work Assignments. Designate in writing a person with authority to act on the CLIENT's behalf on all matters concerning the Work Assignment. 3.2 Furnish to the CONSULTANT all existing plans, studies, reports, and other available data pertinent to the work, and obtain or provide additional reports and data as required by the CONSULTANT. The CONSULTANT shall be entitled to use and rely upon such information and services provided by the CLIENT or others in performing the CONSULTANT's services. -2- 3.3 Arrange for access to and make all provisions for the CONSULTANT to enter upon public and private property as reasonably required, and legally allowed, for the CONSULTANT to perform services hereunder. Any obstruction to such access by private property owners shall not constitute a basis for waiver of any other required entries on to public and private property, nor shall it provide a basis for termination of the contract. In the event that such access is so obstructed, CONSULTANT and CLIENT shall work together to resolve the difficulty in a timely manner. 3.4 Perform such other functions as are indicated in Exhibit "A" including but not limited to scheduling all meetings, work sessions, and hearings associated with the performance of the CONSULTANT's work, including preparation of minutes and records. SECTION 4. TIME OF COMPLETION The services to be rendered by the CONSULTANT for each individual work order request shall be commenced upon written notice from the CLIENT and the work shall be completed in accordance with the schedule mutually agreed to by the CLIENT and CONSULTANT, unless it shall be modified in a signed document, by the mutual consent of the CLIENT and CONSULTANT. Subsequent services shall be performed in accordance with schedules of performance which shall be mutually agreed to by CLIENT and CONSULTANT. SECTION 5. COMPENSATION 5.1 The maximum compensation to the CONSULTANT under this agreement is $173,000. 5.2 The CLIENT agrees to pay the CONSULTANT on the lump sum basis for each individual work order request or as may be mutually agreed by CLIENT and CONSULTANT. Should there be any reimbursable expense request and should there be any disagreement on these, any disagreement regarding which items are reimbursable shall be submitted to the County Clerk for determination and whose decision shall be final. 5.3 The hourly billing rates of the CONSULTANT, expected to include virtually all costs including travel, used in calculating the compensation due are: Position Rate President $100 Principal $85 Surveyors $35 -3- SECTION 6. PAYMENT TO CONSULTANT 6.1 CONSULTANT shall submit monthly invoices and progress reports for services rendered on each individual work order being performed by the CONSULTANT. The CLIENT shall make payments in response to CONSULTANT's invoices within forty-five (45) days of the invoice date. 6.2 If the CLIENT fails to make any payment due to the CONSULTANT for services and expenses within forty-five (45) days after the invoice dates, the CONSULTANT may, after giving seven (7) days written notice to the CLIENT, suspend services until the CONSULTANT has been paid in full all amounts due for services. SECTION 7. AUTHORIZATION OF WORK ASSIGNMENTS 7.1 All work assignments beyond or in addition to EXHIBIT "A" shall be authorized in a signed document in accordance with the CLIENT's policy prior to any work being conducted by the CONSULTANT. 7.2 Additional authorizations may contain additional instructions or provisions specific to the authorized work for the purpose of clarifying certain aspects of this Agreement pertinent to the work to be undertaken. Such supplemental instruction or provisions shall not be construed as a modification of this Agreement. Authorizations shall be dated and serially numbered. SECTION 8. COST CONTROL 8.1 Opinions of probable construction cost, financial evaluations, and feasibility studies prepared by the CONSULTANT under the Work Assignment will be made on the basis of the CONSULTANT's best judgment as an experienced and qualified professional. It is recognized, however, that the CONSULTANT does not have control over the cost of labor, material, equipment, or services furnished by others over market conditions or contractor's methods of determining their prices, and that any utilitarian evaluation of any facility to be constructed or work to be performed on the basis of the Work Assignment must be of necessity speculative. Accordingly, the CONSULTANT does not guarantee that proposals, bids, or actual costs will not vary from opinions, evaluations, or studies submitted by the CONSULTANT to the CLIENT thereunder. SECTION 9. NOTICES All notices, requests and authorizations provided for herein shall be in a signed document and shall be delivered or mailed to the addresses as follows: To the CLIENT: Monroe County Board of County Commissioners c/o Monroe County Planning Department 2798 Overseas Highway, Suite 410 Marathon, Florida 33050 Attention: Planning Director -4- To the CONSULTANT: The Chesapeake Group, Inc. 8516 Green Lane Baltimore, Maryland 21244 Attention: Howard Kohn, Project Manager or addressed to either party at such other addresses as such party shall hereinafter furnish to the other party in writing. Each such notice, request, or authorization shall be deemed to have been duly given when so delivered, or, if mailed, when deposited in the mails, registered, postage paid. SECTION 10. GENERAL CONDITIONS 10.1 All documents created or prepared by CONSULTANT and which are necessary for the fulfillment of this agreement, including reproducible copies of original drawings estimates, specifications, field notes, and data are and remain in the property of the CLIENT. In the event the CLIENT uses said documents on any projects not covered in this contract, it shall indemnify and save harmless CONSULTANT from all damages, including legal fees and costs, resulting from the reuse of said documents. 10.2 This Agreement may be terminated by either party with or without cause by thirty (30) days written notice to the other party. In the event of any termination, the CONSULTANT will be paid for all services rendered and reimbursable expenses incurred to date of termination. The CLIENT will receive all work product performed, in whatever manner, as of the date of termination. 10.3 The CLIENT and CONSULTANT each is hereby bound and the partners, successors, executors, administrators, and legal representatives of the CLIENT and CONSULTANT are hereby bound to the other party of this Agreement and to the partners, successors, executors, administrators, and legal representative (and said assigns) of such other party, in respect of all covenants, agreements, and obligations of this agreement. 10.4 The CONSULTANT shall not assign, sublet or transfer any rights under or interest in (including, but without limitations, moneys that may become due or moneys that are due) this agreement or subsequent Work Assignment without the written consent of the CLIENT, except to the extent that any assignment, subletting, or transfer is mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to any assignment, no assignment will release or discharge the assignor from any duty or responsibility under this agreement. 10.5 Nothing under this agreement shall be construed to give any rights or benefits in this agreement to anyone other than the CLIENT and CONSULTANT, and all duties and responsibilities undertaken pursuant to this agreement will be for the sole and exclusive benefit of the CLIENT and CONSULTANT and not for the benefit of any other party. -5- 10.6 Nothing in this agreement should be read as modifying the applicable statue of limitations. The waiver of the breach of any obligation of this agreement does not waive another breach of that or any other obligation. 10.7 No member, officer, or employee of the CLIENT during his tenure or for two years hereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof. This aforegoing statement shall be inserted in any subcontract. 10.8 The CONSULTANT warrants that it has not employed, retained or otherwise had act on 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. 020-1990. For breach or violation of this provision the CLIENT may, in its discretion, terminate this agreement without liability and may also, In 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 County officer or employee. 10.9 This Agreement constitutes the entire agreement between CLIENT and CONSULTANT and supersedes all prior written or oral understandings. This agreement may only be amended, supplemented, modified, or canceled by a written instrument duly executed by the Monroe County Board of County Commissioners and the CONSULTANT, provided that the scope of services may be modified by a written agreement executed by the County Administrator or his designee and CONSULTANT, consistent with Section 10 of this agreement. 10.1 0 CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT to solicit or secure this agreement and that he has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this agreement. 10.11 In the carrying out of this agreement, the CONSULTANT will not discriminate against any employee or applicant for employment because of sex, race, creed, color or national origin. In carrying out this agreement, the CONSULTANT will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their sex, race, creed, color, or national origin. Such action shall include but not be limited to, the following: Upgrading, demotion or transfer; recruitment or recruitment advertising; layoff of termination; rates of any or other forms of compensation; and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places, available to employees and applicants for employment, such notices as may be provided by the CLIENT setting forth the provisions of this non-discrimination clause. -6- 10.12 This agreement shall be governed by the Laws of the State of Florida. Venue for any litigation arising under this agreement must be in Monroe County, Florida. SECTION 11. INDEMNIFICATION The CONSULTANT does hereby consent and agree to indemnify and hold harmless the County, its Mayor, the Board of County Commissioners, appointed Boards and Commissions, Officers, and the Employees, and any other agents, individually and collectively, from all fines, suits, claims, demands, actions, costs, obligations, attorneys fees, or liability of any kind arising out of the sole negligent actions of the CONSULTANT or substantial and unnecessary delay caused by the willful nonperformance of the CONSULTANT and shall be solely responsible and answerable for any and all accidents or injuries to persons or property arising out of its performance of this contract. The amount and type of insurance coverage requirements set forth hereunder shall in no way be construed as limiting the scope of indemnity set forth in this paragraph. The CLIENT does hereby covenant and agree to indemnify and save harmless the CONSULTANT from any fines, suits, claims, demands, actions, costs obligations, attorney fees, or liability of any kind resulting from a negligent act or omission by the County, it's Mayor, the Board of County Commissioners, appointed Boards and Commissions, Officers, and Employees, individually and collectively under the provisions and up to the limits of liability as stated in section 768.28 F.S. Further the CONSUL T ANT agrees to defend and pay all legal costs attendant to acts attributable to the sole negligent act of the CONSULTANT. At all times and for all purposes hereunder, the CONSULTANT is an independent contractor and not an employee of the Board of County Commissioners. No statement contained in this agreement shall be construed so as to find the CONSULTANT or any of his/her employees, contractors, servants or agents to be employees of the Board of County Commissioners for Monroe County. As an independent contractor the CONSULTANT shall provide independent, professional judgment and comply with all federal, state, and local statutes, ordinances, rules and regulations applicable to the services to be provided. The CONSULTANT shall be responsible for the completeness and accuracy of its work, plan, supporting data, and other documents prepared or compiled under its obligation for this project, and shall correct at its expense all significant errors or omissions therein which may be disclosed. The cost of the work necessary to correct those errors attributable to the CONSULTANT and any damage incurred by the CLIENT as a result of additional costs caused by such errors shall be chargeable to the CONSULTANT. This provision shall not apply to any maps, official records, contracts, or other data that may be provided by the County or other public or semi-public agencies. The CONSULTANT agrees that no charges or claims for damages shall be made by it for any delays or hindrances attributable to the CLIENT during the progress of any portion of the services specified in this contract. Such delays or hindrances, if any, shall be compensated for by the County by an extension of time for a reasonable period for the CONSULTANT to complete the work schedule. Such an agreement shall be made between the parties. SECTION 12. INSURANCE POLICIES -7- The CONSULTANT shall procure and maintain the insurance required in Exhibit "B". Exhibit "B" is attached and made a part of this agreement. By.Qo..lJ.(i &I-~ Deputy Cle /0 - I~'" 0 I (CORPORATE SEAL) ATTEST: BY~~ ./ Assistant Secret ry- hereto have caused these presents to be 2001. The Chesapeake Group, Inc. ~ - ~:~ B;7= -r - - - - President EXHIBIT "A" SCOPE OF SERVICES -r - -- ~ Task 1 - Analysis of Market Demand and Business Opportunities Activities: The following is included in the first task. ./ Field reconnaissance. Key TCG team members will perform a reconnaissance of the key non-residential areas to review current land use patterns, trends, and development. ./ Computer generated inventory. TCG will use computer software, based on telephone directories, to identify current business activity by five or more digit SIC code. ./ Survey of existing businesses. Using a set questionnaire, a sampling of Key's businesses will be surveyed to define current market conditions and other issues. ./ Conduct a large sample telephone survey of households. TCG will develop the questionnaire or implementation tool and conduct a large sample survey of households in the defined geographic areas. ./ Conduct a large sample survey of visitors. TCG will develop the questionnaire or implementation tool and conduct a large sample survey of non-resident, visitor households. ./ Interviews with "critical" actors. TCG will meet face-to-face or one-on- one with a minimum of 30 "critical"/key actors and stakeholders. ./ Conduct of a comparative analysis. In the comparative analysis the Key's business structure will be compared to other communities based on a broad range of criteria reflecting the uniqueness of size and. This analysis will yield a set of businesses that could be attracted or developed that reflects that which has occurred in other places. ./ Demand forecasts. Forecasts of demand for commercial goods and services will also be made. The analysis is expected to yield information with respect to but not necessarily limited to that which follows: · definition of markets associated with commercial service activity; 1 Exhibit A ~ C>> P ~ C>> -r ~ ~ r " - . ~ ~ . definition of the markets' population spending, shopping, selected entertainment, and commercial utilization patterns, based on actual data developed through surveys; . definition of the potential market penetration levels for segments of the market, based on data developed through the surveys; . demand forecasts for retail, by major retail category and store type, and capturable space for the planning areas; . definition of retail and related services specific types of businesses that would be marketable; · demand forecasts for non-retail services for the planning areas; and · definition of non-retail services specific types of businesses that would be marketable. It is also noted that new development is not the only opportunity that may exist in the Keys. Expansion opportunities for existing operations as well as reconfiguration is another component of the effort to be undertaken in this phase. End Product: The final product for Task 1 is a written report with supporting graphics and charts. Cost: $$81,500 Task 2 - Evaluation of Land Use Demand and Scenarios Activities: Demand estimates associated with the future will be converted to supportable space and associated appropriate measures, such as acreage, number of units, gross floor area for retail office and professional services. This will be done for the county as a whole and for planning areas. Based on the scenarios, the defined measurements of "space," and current zoning and development, recommendations on needed changes in the location and amount of zoning required will be made. The recommendations are expected to be prepared in both chart and graphic form. End Product: The final product for Task 2 is a written report with supporting charts and graphics. Total Cost: $25,000 2 Exhibit A Task 3 - Analysis of Non-residential Linkaoes and Affordable Housing Opportunities Activities: In this Task, TCG will define the potential current and future relationships between affordable housing and non-residential activity, based on potential demand for affordable housing, locations, and inter-related costs and various future opportunity fees structure. Included will be ./ Demand for affordable housing; ./ Specific sites for affordable housing in cooperation with the client, if possible; ./ Programs and means of expanding the affordable housing stock that are linked to non-residential development; and ./ The best options for expanding affordable housing within the county. Consideration will be given to cooperative efforts with other internal jurisdictions. Product: The end product will be a written report with supporting tables and graphics. Cost: $16,500 Task 4 - Additional Technical Assistance Activities: The remaining activity may be multi-faceted, including but not necessarily limited to: management and regulatory processes associated with amendments to the Comprehensive Plan; and preparation of specific guidelines and regulations for revisions to the County's zoning district regulations and development standards; continued consultation on individual issues, and plans in conjunction with the Livable CommuniKeys Program. Products: To be determined through separate work orders. Cost: $50,000 3 Exhibit A EXHIBIT "B" RISK MANAGEMENT POLICY AND PROCEDURES CONTRACT ADMINISTRATION MANUAL General Insurance Requirements for Other Contractors and Subcontractors As a pre-requisite of the work governed, or the goods supplied under this contract (including the pre-staging of personnel and material), the Contractor shall obtain, at his/her own expense, insurance as specified in any attached schedules, which are made part of this contract. The Contractor will ensure that the insurance obtained will extend protection to all Subcontractors engaged by the Contractor. As an alternative, the Contractor may require all Subcontractors to obtain insurance consistent with the attached schedules. The Contractor 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 Contractor 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 the specified date and time, except for the Contractor's failure to provide satisfactory evidence. The Contractor 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 from the failure of the Contractor to maintain 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 had not been suspended, except for the Contractor's failure to maintain the required insurance. The Contractor 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 of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non- renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the Contractor's insurance shall not be construed as relieving the Contractor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation. Any deviations from this General Insurance Requirements must be requested in writing on the County prepared form entitled "Request for Waiver of Insurance Requirements" and approved by Monroe County Risk Management. 2 INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND THE CHESAPEAKE GROUP, INC. Prior to the commencement of work governed by this contract, the Contractor shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: · Premises Operations . Bodily Injury Liability · Expanded Definition of Property Damage The minimum limits acceptable shall be: $500,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $250,000 per Person $500,000 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 after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. VEHICLE LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND THE CHESAPEAKE GROUP, INC. Recognizing that the work governed by this contract requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for: · Owned, Non-Owned, and Hired Vehicles The minimum limits acceptable shall be: $300,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $100,000 per Person $300,000 per Occurrence $ 50,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on al policies issued to satisfy the above requirements. WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND THE CHESAPEAKE GROUP, INC. Prior to the commencement of work governed by this contract, the Contractor shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable state statues. In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than: $500,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $500,000 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 transact business in the state of Maryland. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self-insurer, the County shall recognize and honor 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 Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. 10/03;2001 04:28 410521['4'30 THE CHE'3APEAf<E '::iRIJUP F'AGE 01 1996 EditIOn )VIONROE CUeNTY, FLORIDA Request For \Vaiyer of InsUl'ance Requin~ments It is requested that the insurance requirements, as specified m the County's Schedule ofInsurance Requirements, be waived or rU.odified on the following contracL ConTraCTor: /'4 ~ U.,-SLo- f ~.-'-.. f:~ ?v-o (.J ~ / :r- tV"'- , Contract for: Address of Contractor S'S- ( ..c. C-I'~e-,-v L 0... .v ___ Phone: '1;<>-l { 1 A."" <9 ~-..~ . M.. ,J., .... -I (c.. tv' ~ 2. ~ '2.'-\....., --I-'...!- ( 4, (0 - ~_~ S...., - ('7 ~ '-I pC~ ,..".. --. I ......- l.. '3-1I/.f2 Y - ~ v' l"'~ -f A ~ "'!, ~. s.s ~..-;i .,---~"':::-. Scope: of vVark: Reason for \Vaiver: :r H V() ( v~ e, ~H( '/' d! -- v..... L..:> f I.#w""'~ &2Q..~A... "'-NQ VeH.Jl.'f!!:.'- /..........~ Df'H(e.tVS. 0<'LS:,z,JZ...!!..!Y' kid.... O-"vY (......v2 t.)'S~ ISS:~ '-....J Policies 'Wa'iver will apply to; S,,,"'>tu,, ofeou","o" ----- ~".:: ,l~~ At1prowd t/' '-"';ot Approved Risk Management Cl, L2Jc~ ~ c.~ ~.~ Date \ 0 I CJ ~ \ 0 \ ~ \ County Administrator appeal: Approv~d :'(ot Approved Date: Board of County Com.missioner.> appeal: AppTOv~d :"Jot Appmved Meeting Date: Administration Instruction #4709.; 102 10/83/2801 04:29 41852184::::0 THE CHE'::::;APEAI<E '::iF'IJUF' F'AGE 01 1996 EditlCJIJ