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03/21/2007 Agreement DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: April 2, 2007 TO: Bevette Moore Airport Business Administrator Pamela G. Hanco~ Deputy Clerk 00 FROM: At the March 21, 2007, Board of County Commissioner's meeting the Board granted approval and authorized execution of the following: / Agmement for Professional Services between Monroe County and URS Corporation Southern for Professional Services as General Airport Consultant for the Key West International Airport and Florida Keys Marathon Airport. Enclosed is a duplicate original for your handling. Purchase Service Order No. 06/07-22 between Monroe County and URS for Airline Service Task Force Support for the Florida Keys Marathon Airport Enclosed is a copy for your handling. Should you have any questions please do not hesitate to contact this office. cc: County Attorney Finance File,/ URs AGREEMENT FOR PROFESSIONAL SERVICES (n Agreement") This Agreement between Monroe County. a political subdivision of the State of Florida. actina by and throuah its Board of County Commissioners . ("Client") and URS Corporation Southern ("URS"), a California corporation; 7650 Corporate Center Drive. Suite 400. Miami. Florida 33126 ("URS"), is effective as of "'''Trh 71 7007 . The parties agree as follows: It is the expressed intent of the parties that this Agreement shall be made available to the subsidiaries and affiliated companies of URS. For the purposes of this Agreement, as it applies to each Work Order, the term "URS" shall mean either, URS Corporation Southern, or the affiliated company identified in the Work Order. The applicable Work Order shall clearly identify the legal name of the affiliate or subsidiary accepting the Work Order. ARTICLE I -. Purchase Service Order (PSO). The Scope of Services ("Services"), the Time Schedule and the Charges are to be set forth in a written PSO to this Agreement. The terms and conditions of this Agreement shall apply to each PSO, except to the extent expressly modified by the PSO. Where charges are "not to exceed" a specified sum, URS shall notify Client before such sum is exceeded and shall not continue to provide the Services beyond such sum unless Client authorizes an increase in the sum. If a "not to exceed" sum is broken down into budgets for specific tasks, the task budget may be exceeded without Client authorization as long as the total sum is not exceeded. Changes in conditions, including, without limitation, changes in laws or regulations occurring after the budget is established or other circumstances beyond URS control shall be a basis for equitable adjustments in the budget and schedule. See Exhibit "A", Scope of Service, for outline of work to be issued by PSO. ARTICLE II - Payment. Unless otherwise stated in a PSO, payment shall be on a lump sum basis under the Schedule of Fees and Charges in effect when the Services are performed. Client shail pay undisputed portions of each progress invoice within thirty (30) days of the date of the invoice. If payment is not maintained on a thirty (30) day current basis, URS may suspend further performance until payments are current. Client shail notify URS of any disputed amount within fifteen (15) days from date of the invoice, give reasons for the objection, and promptly pay the undisputed amount. See Exhibit "8", Method of Payment, for further details. ARTICLE III - Professional Responsibility. URS is obligated to comply with applicable standards of professional care in the performance of the Services. Ciient recognizes that opinions relating to environmental, geologic, and geotechnical conditions are based on limited data and that actual conditions may vary from those encountered at the times and locations where the data are obtained, despite the use of due professional care. URS is not responsible for designing or advising on or otherwise taking measures to prevent or mitigate the effect of any act of terrorism or any action that may be taken in controiling, preventing, suppressing or in any way relating to an act of terrorism. ARTICLE IV - Responsibility for Others. URS shail be responsible to Ciient for URS Services and the services of URS subcontractors. URS shall not be responsible for the acts or omissions of other parties engaged by Client nor for their construction means, methods, techniques, sequences, or procedures, or their health and safety precautions and programs. ARTICLE V . Risk Allocation. The liabiiity of URS, its employees, agents and subcontractors (referred to coilectively in this Article as "URS"), for Ciient's claims of loss, injury, death, damage, or expense, including, without limitation, Client's claims of contribution and indemnification, express or implied, with respect to third party claims relating to services rendered or obligations imposed under this Agreement, including ail PSO's, shail not exceed in the aggregate: URS Corporation 7650 Corporate Center Drive, Suite 400 Miami, FL .33126.1220 Tel; 305.262.7466 PSA-taMl3~lilli~7 -1- (1) The total sum of $250,000 for claims arising out of professional negligence, including errors, omissions, or other professional acts, and including unintentional breach of contract; and any actual or potential environmental pollution or contamination, including, without limitation, any actual or threatened release of toxic, irritant, pollutant, or waste gases, liquids, or solid materials, or failure to detect or properly evaluate the presence of such substances, except to the extent such release, threatened release, or failure to detect or evaluate is caused by the willful misconduct of URS; or (2) The total sum of $1,000,000 for claims arising out of negligence, breach of contract, or other causes for which URS has any legal liability, other than as limited by (1) above. ARTICLE VI - Insurance. URS agrees to maintain during the performance of the Services: (1) statutory Workers' Compensation coverage; (2) Employer's Liability; (3) General Liability; and (4) Automobile Liability insurance coverage each in the sum of $1,000,000. See Exhibit "C" - Insurance Requirement - for further details. ARTICLE VII - Consequential DamaQes. Neither Party shall be liable to the other for consequential damages, including, without limitation, loss of use or loss of profits, incurred by one another or their subsidiaries or successors, regardless of whether such damages are caused by breach of contract, willful misconduct, negligent act or omission, or other wrongful act of either of them. ARTICLE VIII - Client ResDonsibilitv. Client shall: (1) provide URS, in writing, all information relating to Client's requirements for the project; (2) correctly identify to URS, the location of subsurface structures, such as pipes, tanks, cables and utilities; (3) notify URS of any potential hazardous substances or other health and safety hazard or condition known to Client existing on or near the project site; (4) give URS prompt written notice of any suspected deficiency in the Services; and (5) with reasonable promptness, provide required approvals and decisions. In the event that URS is requested by Client or is required by subpoena to produce documents or give testimony in any action or proceeding to which Client is a party and URS is not a party, Client shall pay URS for any time and expenses required in connection therewith, including reasonable attorney's fees. Client shall reimburse URS for all taxes, duties and levies such as Sales, Use, Value Added Taxes, Deemed Profits Taxes, and other similar taxes which are added to or deducted from the value of URS Services. For the purpose of this Article such taxes shall not include taxes imposed on URS net income, and employer or employee payroll taxes levied by any United States taxing authority, or the taxing authorities of the countries or any agency or subdivision thereof in which URS subsidiaries, affiliates, or divisions are permanently domiciled. It is agreed and understood that these net income, employer or employee payroll taxes are included in the unit prices or lump sum to be paid URS under the respective Work Order. ARTICLE IX - Force Maieure. An event of "Force Majeure" occurs when an event beyond the control of the Party claiming Force Majeure prevents such Party from fulfilling its obligations. An event of Force Majeure includes, without limitation, acts of God (including floods, hurricanes and other adverse weather), war, riot, civil disorder, acts of terrorism, disease, epidemic, strikes and labor disputes, actions or inactions of government or other authorities, law enforcement actions, curfews, closure of transportation systems or other unusual travel difficulties, or inability to provide a safe working environment for employees. In the event of Force Majeure, the obligations of URS to perform the Services shall be suspended for the duration of the event of Force Majeure. In such event, URS shall be equitably compensated for time expended and expenses incurred during the event of Force Majeure and the schedule shall be extended by a like number of days as the event of Force Majeure. If Services are suspended for thirty (30) days or more, URS may, in its sole discretion, upon 5 days prior written notice, terminate this Agreement or the affected PSO, or both. In the case of such termination, in addition to the compensation and time extension set forth above, URS shall be compensated for all reasonable termination expenses. PSA-1_MONROE.doc - 2- ARTICLE X - Riaht of Entrv. Client grants to URS, and, if the project site is not owned by Client, warrants that permission has been granted for, a right of entry from time to time by URS, its employees, agents and subcontractors, upon the project site for the purpose of providing the Services. Client recognizes that the use of investigative equipment and practices may unavoidably alter the existing site conditions and affect the environment in the area being studied, despite the use of reasonable care. ARTICLE XI - Documents. Provided that URS has been paid for the Services, Client shall have the right to use the documents, maps, photographs, drawings and specifications resulting from URS efforts on the project. Reuse of any such materials by Client on any extension of this project or any other project without the written authorization of URS shall be at Client's sole risk. URS shall have the right to retain copies of all such materials. ARTICLE XII - Termination. Client may terminate all or any portion of the Services for convenience, at its option, by sending a written Notice to URS. Either party can terminate this Agreement or a Work Order for cause if the other commits a material, uncured breach of this Agreement or becomes insolvent. Termination for cause shall be effective twenty (20) days after receipt of a Notice of Termination, unless a later date is specified in the Notice. The Notice of Termination for cause shall contain specific reasons for termination and both parties shall cooperate in good faith to cure the causes for termination stated in the Notice. Termination shall not be effective if reasonable action to cure the breach has been taken before the effective date of the termination. Client shall pay URS upon invoice for Services performed and charges incurred prior to termination, plus reasonable termination charges. In the event of termination for cause, the parties shall have their remedies at law as to any other rights and obligations between them, subject to the other terms and conditions of this Agreement. ARTICLE XIII - No Third Partv Riahts. This Agreement shall not create any rights or benefits to parties other than Client and URS. No third party shall have the right to rely on URS opinions rendered in connection with the Services without the written consent of URS and the third party's agreement to be bound to the same conditions and limitations as Client. ARTICLE XIV - Assianments. Neither party to this Agreement shall assign its duties and obligations hereunder without the prior written consent of the other party. ARTICLE XV - Hazardous Substances. All nonhazardous samples and by-products from sampling processes in connection with the Services shall be disposed of by URS in accordance with applicable law; provided, however, that any and all such materials, including wastes, that cannot be introduced back into the environment under existing law without additional treatment, and all hazardous wastes, radioactive wastes, or hazardous substances ("Hazardous Substances") related to the Services, shall be packaged in accordance with the applicable law by URS and turned over to Client for appropriate disposal. URS shall not arrange or otherwise dispose of Hazardous Substances under this Agreement. URS, at Client's request, may assist Client in identifying appropriate alternatives for off-site treatment, storage or disposal of the Hazardous Substances, but URS shall not make any independent determination relating to the selection of a treatment, storage, or disposal facility nor subcontract such activities through transporters or others. Client shall sign all necessary manifests for the disposal of Hazardous Substances. If Client requires: (1) URS agents or employees to sign such manifests; or (2) URS to hire, for Client, the Hazardous Substances transportation, treatment, or disposal contractor, then for these two purposes, URS shall be considered to act as Client's agent so that URS will not be considered to be a generator, transporter, or disposer of such substances or considered to be the arranger for disposal of Hazardous Substances, and Client shall indemnify URS against any claim or loss resulting from such signing. ARTICLE XVI - Venue. This agreement is to be governed by the laws of the State of Florida. Venue for any litigation arising under this agreement must be in a court of competent jurisdiction in Monroe County, Florida. ARTICLE XVII - See Exhibit "D", Indemnification and Hold Harmless. ARTICLE XVIII - See Exhibit "E", Special Conditions. PSA-l_MONROE.doc - 3- ARTICLE XIX - InteClrated WritinCl and Enforceabilitv. This Agreement constitutes the final and complete repository of the agreements between Client and URS relating to the Services and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written. Modifications of this Agreement shall not be binding unless made in writing and signed by an Authorized Representative of each party. The provisions of this Agreement shall be enforced to the fullest extent permitted by law. If any provision of this Agreement is found to be invalid or unenforceable, the provision shall be construed and applied in a way that comes as close as possible to expressing the intention of the parties with regard to the provisions and that saves the validity and enforceability of the provision. THE PARTIES ACKNOWLEDGE that there has been an opportunity to negotiate the terms and conditions of this Agreement and agree to be bound accordingly. Date of Signature MONROECOUNT~ ~ ~JD;~ Signature Mario DiGennaro. Mayor TYMARa21t,eZOO7 A!f:' ,r.?;1"""", /.f?".-- -c.' .'-'- :%"-~,' -"',"-- '''-,,;,; -:' -...~-' {:'" :.-- ", -, .....\ {~j \'," ''''-.(}~, j! ;:",?'c ,,\'\'," , "';:';:,\\\ Ii I E.~ ...,,;~:iO/ Date :J: ~ -" Cl "" r 0 .... z. ):>' ~ ;rl - ;:J '"' ~v CJ o ...- ';;r;J rq'-<' ." ?" -. I 0 ("). I N ;;0 C~ CJ~___ ~~?J ~~': -0 ;;0 ~'oC'~. :x i'Tl 0 ~.;,,:-\ ;--> <i? 0 -" 0 :;0 r- r.-' N 0 ::> 00 PSA-1_MONROE.doc - 4- EXHIBIT "A" SCOPE AND SCHEDULE 1. Purpose A. The County requires the support of the Airport General Consultant for a wide range of engineering, planning, architectural, technical, management, and administrative services to assist bringing to completion as expeditiously as possible numerous projects for the Monroe County System of Airports, and support the operation, maintenance, planning and development of such Airports. The work will be done as a series of Assignment separately authorized by the County. B. The Airport General Consultant shall fimction as an extension of the County's resources by providing qualified technical and professional personnel to perform the duties and responsibilities assigned under the terms of this Agreement. The Airport General Consultant shall minimize to the maximum extent possible the county's need to apply its own resources to Assignments authorized by the County. The County, at its option, may elect to expand, reduce, or delete the extent of each work element described in this Scope of Services document, provide such action does not alter the intent of this Agreement. II Length of Services A. The term of this contract is for a period of one year from April, 2007 through March 31, 2008. Contract maybe extended up to maximum of four years additional years by action ofBOCC. B. Services to be provided by the Airport General Consultant will be initiated and completed as directed by the Monroe County Administrator (hereinafter referred to as Administrator) or his designee, for each Assignment authorized under this Agreement. C. The Administrator shall furnish the Airport General Consultant a Purchase/Service Order (PSO) outlining the services to be performed, and the estimated fees to be paid for services authorized pursuant to the Scope of Services document attached to the PSO. No payment for work performed shall be made to the Airport General Consultant until a PSO has been issued (refer to attached Exhibit "B", Compensation). A-I III S ervi ces The following types of work elements may be assigned under the terms of this Agreement: A. FAA/DOT Funding . Pre -planning, pre-application development . Project pre-application forms . DBE plans . Coordination with FAA and DOT under AlP and JP A programs . Submissions for approvals . Other as appropriate B. Planning/Programming . Prepare/update airport master plans and noise programs . Perform special planning studies and airport security studies . Develop CIP program schedules/cost estimates . Coordinate with airline tenants . Coordinate airspace and zoning on development outside of the airport . Prepare scope of work and study design for major planning studies . Update airport layout plans and property maps . Conduct economic impact studies . Review/comment on studies conducted by others C. Conceptual Schematic Project Planning . Define the project scope . Evaluate financial and technical feasibility . Determine functional and design parameters . Conduct preliminary surveys and geotechnical programs . Prepare FAA, DOT and other government forms, and background justification . Prepare data, exhibits, maps, costs estimates and preliminary drawings D. Advisory Services . Assist staff as required. . Interpret FAA Advisory Circulars (ACs) and Federal Aviation Regulations (FARs) . Consult on planning, engineering, architectural, environmental, aviation, and other issues as needed . Assist in negotiations and selection of other consultants . Identify changes in laws and/or regulations and their impact on Monroe County airports. E. Design Management/Review . Assist in contracting for design services . Assisit with establishment of budgets . Manage the design consultants . Review and coordinate design projects of other consultants A-2 . Evaluate design consultants performance F. Construction Support Service . Provide general program management . Provide oversight of consultant work . Develop and update construction schedules . Develop and update cash flow schedules . Coordinate with users and funding agencies . Coordinate between contractors of different projects G. Annual Facilities Work Planning . Conduct annual inspection of facilities . Assist in developing annual work plan . Prepare facility maintenance program . Prepare appropriate forms and/or conduct airport activity surveys H. Revenue Bond Funding . Conduct financial feasibility studies . Prepare data and exhibits to support bond financing programs . Issue required certifications . Monitor project cost for compliance with bond issue and budgets IV Responsibilities of the Countv The County will furnish, without cost to the Airport General Consultant, the following services and data in connection with services authorized under terms of this Agreement: . Provide all criteria and full information as to the County's requirements for consultant's and contractor s' service including objectives, constraints, budgetary limitations, and time restraints. . Furnish all County procedures, standards, policies applicable to the Services. . Furnish drawings, specifications, schedules, reports and other information prepared by and/or for the County by other which are available to the County and which County considers pertinent to Consultant's responsibilities, as described herein. V. Sub consultants Sub consultants and subcontractors will be required from time to time, such as surveyors, geotechnical and materials testing laboratories, and others as appropriate. Such services shall be approved in advance by the County. A-3 EXHIBIT "B" METHOD OF PAYMENT I. PURPOSE This exhibit describes the provisions, limits and method of compensation to be made to the consultant for services set forth in Exhibit "A". The services are to be provided for the duration of the work specified in the Consultant Agreement. II. NOT TO-EXCEED AMOUNT A. The County agrees to pay the Consultant for the performances of authorized services describe in Exhibit "A". B. Upon request by the Consultant, the County shall provide the Consultant written authorization if and when legislative appropriates for each succeeding fiscal year are made available, such authorization for each succeeding fiscal year to e verified by the County's Comptroller, indicating availability of funds. C. The Not- to- Amount shall compensate the Consultants for all cost (actual allowable salaries, general overhead, fringe benefits, equipment costs, operational costs and other expenses) and operating margin (profit and risk) related to services performed under all authorized Assignments. D. Changes in the Not-to-Amount shall require execution ofa Supplemental Agreement. The Consultant shall not be obligated to perform services or incur costs which would result in exceeding the Not-to-Amount described herein, nor shall the County be obligated to reimburse the Consultant for costs or make fee payments which result in exceeding the Not- to-Amount described herein provided said Amount has been funded, except to the extent said Amount is increased by a Supplemental Agreement. III. COMPENSATION The County agrees to pay the Consultant and the Consultant agrees to accept for all services rendered pursuant to this Agreement, the amounts determined in accordance with this Exhibit. A. Compensation Basis All compensation under this Agreement shall be paid on the basis of: I) a Multiple of Direct Salaries and Reimbursement of Actual Expenses Incurred; or 2) an Agreed Lump Sum; all as set forth hereinafter. These compensation basis are defined as follows: B-1 B. Non Appropriate If, after funds have been appropriate and Consultants has commenced services under this Agreement, the funding shaJl be reduced or terminated, Consultant shaJl be given 30 days written notice of the effective date of termination due to lack of funding. 1. Agreed Lump Sum Under this compensation basis, the Consultant agrees to perform specificaJly describe services for an agreed fixed doJlar amount of compensation in accordance with professional services order (PSG) approved by the County. 2. Reimbursement of Expenses Incurred Under this compensation basis, the consultant is reimbursed for the foJlowing expenses and misceJlaneous direct charges, as authorized and approved by the PSG advance by the County. a. Living and traveling expenses of employees and principals when away from the home office on business directly related to the Services, which expenses shaJl not exceed the limits specified in the State of Florida per diem and expense aJlowance (FS ] ]2.06]). b. Expense directly applicable to the Services, such as subconsultants, soils borings and laboratory charges (if paid by Consultant), commercial printing and binding, computer charges, long distance telephone and similar costs. c. AJI expenses, except travel, but including sub consultants as described in this subarticle shaJl be marked up ] 0% to compensate for administrative costs. 3. Multiple of Direct Salaries Under this compensation basis, the consultant is compensated for the time of personal engaged directly in performing services under this Agreement. The compensation to be paid shaJl consist of the Direct Salaries of such personal, as reported to the Director ofInternal Revenue, plus a multiple of lltimes such Direct Salaries. a. All payments on the Multiple of Direct Salaries basis shall be subject however to the limitations and conditions set forth below: . Maximum payment rate under this Agreement for Mu]tiple Direct Salaries shall not exceed $ ] 90.00 per hour including all multipliers. B-2 b. Personnel directly engaged in performing Services on this payment basis may include architects, engineers, designers, job captains, drafters specifications writers, typists, inspectors and surveyors while engaged in consultation, research and design, preparation or production drawings, specifications and related documents, construction inspection, surveying and other services pertinent to the Project Element(s). c. Should overtime Services by hourly -paid, non-exempt personnel be necessary, and if said Services are authorized by the County, such services may be performed at premium pay rates, including time- and a- half rates, but the additional multiple of l.Ji shall apply to only the standard rate. A 1.10 multiple shall apply to the premium pay portion of the overtime services. IV. ASSIGNMENT FEE DETERMINATION FOR EACH PSO The type of Fee (Multiple of Direct Salaries or Agreed Lump Sum) for each PSG shall be agreed upon by the county and the Consultant prior to issuance of the PSG. Generally, Multilple of Direct Salaries Fee shall be used for PSGs of a continuing type and/or having a difficult scope to define or qualify. An Agreed Lump Sum Fee shall be used for Task Assignments specific in nature and having a defined scope of services. For each Multiple of Direct Salaries PSG authorized under this Agreement, an Upset Limit for compensation shall be established as follows: A. The County and the consultant will agree as to the type of work elements to be performed and the estimated manpower effort required for the performance of authorized services. B. The Upset Limit shall be the estimated man-hour effort at the actual salary rates; plus a multiple of 1.8 times such direct salaries to cover the cost of administrative overhead and fringe benefits plus operating margin; plus the cost of negotiated expenses. Current Direct Salary Rates are shown in Table I at the end of the Exhibit. When Subconsultants Services are required, the PSG fee shall include the estimated subconsultant costs based on estimated units of work and rates reviewed and approved by the County. The Consultant shall not be obligated to perform services or to incur costs which would result in exceeding the Upset Limit Fee Amount for each PSG, except to the extent said amount is increased by Supplemental PSG. B-3 V. INVOICES AND METHODS OF PAYMENT The Consultant shall submit monthly to the Administrator, four (4) copies of a duty certified invoice for payments due on account of the portion(s) ofthe Services performed and eligible for payment under the terms of this Agreement. The format, content and submittal date of the invoice shall be as specified by the Administrator. The methods and limitations on payments for various types of Services and basis for payments shall be as set forth herein below: A. Payment for Services Compensated on the Basis of a Multiple of Direct Salaries Payment to the Consultant shall be based on the actual salaries-plus-multiplier of personnel engaged directly in performing those portions of the Services which fall under this payment basis for the period covered by the invoice of the Consultant. B. Payment for Services Compensated on the Basis of a Reimbursement of Expenses Incurred Payments to the Consultant shall be reimbursement of expenses authorized and approved by the County and incurred for the period covered by the invoices of the Consultant in addition to a 10% markup for handling and administration costs. The invoices of the Consultant for such charges shall be backed up by appropriate verifying bills, invoices or statements prepared in accordance with good accounting practice, and which will be made available upon request. C. Payment for Services Compensated on the Basis of an Agreed Lump sum In the event a portion ofthe Services compensated on this payment basis extends over a period of several months, progress payments may be made to the Consultant. Such progress payments shall correspond to the total amount of the Agreed Lump Sum for the applicable Services times the change in percent complete of the Services for the invoice period as estimated by the consultant and approved by the County. B-4 EXHIBIT "C" INSURANCE REQUIREMENTS I. GENERAL INSURANCE REQUIREMENTS 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 hislher own expenses, 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 to obtain insurance consistent with the attached schedules. The Contractors 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, been furnished to the county as specified below. Delays in the commencement of work, resulting from the failure ofthe 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 extension 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 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 contact. 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. C-l The acceptance and/or approval of the contractor's insurance shall not be constructed as relieving the Contractor from any liability or obligation assumed under this contact 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 these General Insurance Requirements must be requested in writing on the County prepared from entitled "Request for Waiver of Insurance Requirements" and approved by Monroe County Risk Management. II. GENERAL LIABILITY INSURANCE REQUIREMENTS 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 minimum: . Premises Operations . Product and Complete Operations . Blanket Contractual Liability . Personal Injury Liability . Expanded Definition of Property Damage 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 per Property Damage An Occurrence Form policy is preferred. If coverage is provided on Claims Made policy, its provisions should include coverage for claims filled on or after the effective date ofthis contract. In addition, the period for which claims may be reported should extend for a minimum of twelve 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. III. VEHICLE LIABILITY INSURANCE REQUIREMENTS 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. C-2 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: $100,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be $50,000 per Person $100,000 per Occurrence $25,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. IV. WORKERS COMPENSATION INSURANCE COMPENSATION Prior to the commencement of work governed by this contract, the Contractor shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 400. In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term ofthe contract. Coverage shall be provided by a company or companies authorized to transact business in the State of Florida. 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 ofInsurance, 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. V. PROFESSIONAL LIABILITY INSURANCE REOUlRMENTS C-3 Recognizing that the work governed by this contract involves the furnishing of advice or services of a professional nature, the Contractor shall purchased and maintain, throughout the life of the contract, Professionals Liability Insurance which will respond to damages resulting from any claim arising out of the performance of professional services or any error or omission of the Contractor arising out of work governed by this contract. The minimum limits ofliability shall be: $1,000,000 per Occurrence/ $1,000,000 Aggregate C-4 EXHIBIT "D" INDEMNIFICATION AND HOLD HARMLESS The Contractor covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury (including death), personal injury, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of services provided by the Contractor or any of it's Subcontractor(s) in any tier, occasioned by the negligence, errors, or other wrongful act or omission of The Contractor or its Subcontractor 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 as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) ofremuneration paid to the Contractor is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. D-] EXHIBIT "E" SPECIAL CONDITIONS Notwithstanding any other provision of "Standard Terms and Conditions" and of "General Terms and conditions", the following provisions will apply to this Agreement: ARTICLE 1. TITLE VI ASSURANCES During the performance of this Agreement (hereinafter referred to as the contract),URS, Inc. for itself, its assignees and successors in interest (hereinafter referred to in this Article as the "Contractor) agrees as follows: 1.1 Compliance with Regulations. The Contractor shall comply with the Regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by referenced and made a part of this Contract. 1.2 Nondiscrimination. The Contractor, with regard to the work performed by it during the Contract, shall not discriminate on the grounds of race, color, national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the Contract covers a program set forth in appendix B of the Regulations. 1.3 Solicitations for Subcontractors, Including Procurements of materials and Equipment. In all solicitations either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Contractor of the contractor's obligations under this Contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. 1.4 Information and Reports. The Contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the sponsor or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of a Contractor is in the exclusive possession of another who fails or refuses to furnish this information, he Contractor shall so certify to the sponsor or the FAA, as appropriate, and shall set forth what efforts it has made to obtain information. E-I U:\Sub agreement MiI.Carlos\EXHIBIT E.doe 1.5 Sanctions for Noncompliance. In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Contract, the sponsor shall impose such contract sanctions as it or the FAA may determine to be appropriate, including but not limited to - (a) withholding of payments to the Contractor under the Contract until the Contractor complies, and/or (b) cancellation, termination, or suspension of the Contract, in whole or part. 1.6 Incorporation of Provisions. The Contractor shall include the provisions of paragraphs I through 5 in every subcontract, including procurements of material and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The contractor shall take such action with respect to any subcontract or procurement as the sponsor of the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provide, however that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the Contractor may request the sponsor to enter into such litigation to protect the interest of the sponsor and, in addition, the interests of the United States. ARTICLE 2. DISADVANTAGED BUSINESS ENTERPRISE (DBE) ASSURANCES 2.1 Policy. It is the policy of the Department of Transportation (DOT) that minority business enterprises as defined in 49 CFR Part 26 shall have the maximum opportunity to participate in the performances of contracts financed in whole or part with Federal funds under this Agreement. Consequently, the DBE requirements of 49 CFR part 26 apply to this Agreement. 2.2 DBE Obligations. The Contractor agrees to ensure that disadvantage business enterprises as defined in 49 CFR part 26 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal Funds provided under this Agreement. In this regard, all contractors shall take all necessary and reasonable steps in accordance with 49 CFR part 26 to ensure that minority business enterprises have the maximum opportunity to compete for a perform contracts. Contractors shall not discriminate on the basis of race, color, national origin, or sex in award and performance of DOT-assisted contracts. ARTICLE 3. ACCESS TO RECORDS The FAA, and the Comptroller General of the United States, or their duly authorized representatives have the authority to have access to, and URS, agrees to permit their access to its books, records, accounts and other sources of information which are directly pertinent to a specific grant program, for the purpose of making audits, examinations, excerpts, and transcriptions. URS agrees to maintain the records for a period ofthree years after receiving final payment and all others pertinent matters are closed. Pursuant to Florida Statues, Ch. 119, all plans tracings, survey notes, and other documents E-2 l1:\Sub agreement MiLCarlos\EXHlBIT E.doc created for use by Momoe County in performance of services under this Agreement are public records and subject to disclose under F.S.Ch.286. E- 3 U:\Sub agreement MiJ.Carlos\EXHIBIT E.doc Table I Fixed Hourly Rates For Principals Name Office Manager and Vice President Level and above, including but not limited to: Milford A. Reisert SALARY RATE RANGES FOR EMPLOYEES CLASSIFICA nON Project Manager Senior Engineer/Planner/Architect Engineer/Planner/Architect Senior Technician Technician Word Processor Rate 60 to 80/hr ACTUAL LABOR RATE RANGE $ 45 to $ 60/hr. $ 40 to $ 55/hr. $ 35 to $ 50/hr. $ 30 to $ 45/hr. $ 22 to $ 301hr. $ 18 to $ 25/hr. SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY. FLORIDA ETHICS CLUASE Carlos Garcia warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No.1O-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. 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. Date: 2/26/2007 STATE OF Florida COUNTY OF Miami-Dade PERSONALLY APPEARED BEFORE ME, the undersigned authority, {'avlos . GeL r CAf).... who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this 020 day of My cvrlmission expires: ..,11';",. GENEVIEVE CAVE~HUNT G)\.... ''\NoIary_.StateOIF_ . .!MtCo...,..."ecp.r.b3,:lllllI i.\'" Commlsalon # 00279753 ~,~ IlondedSV- AIIn. PUBLIC ENTITY CRIME STATEMENT " A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, for the construction or repair of a public building or public work, may not submit bids on leases of real property to public work, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of36 months from the date of being placed on the convicted vendor list." Date: 2/26/2007 STATE OF COUNTY OF Florida Miami-Dade PERSONALLY APPEARED BEFORE ME, the undersigned authority, ('arias Garz,1~ who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this~ day of ,20 07 . My commission expires: ..,IMi".. GENEVIEVE CAVE.HUNT tJ1S'''''. .... NolaIy PuIlIIC . state 01 Ftodda (.C . c.....-..Elq:lIiIIN>3,2lIllI ~ ColI\InIIIkln # 00279753 ~..\'f.r. IIanCIlIdIlv NaIllnClI.-v'-- NON - COLLUSION AFFIDAVIT I, Carlos Garcia of URS Corporation Southern according to the law on my oath, and under penalty of peIjury, depose and say that; 1) I am The Corporate Officer Proposal for the project describe as follows: the bidder making the General Consulting Airport Services 2) The prices in this bid have been arrived at independent without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; 3) Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly, to any other bidder or to any competitor; and 4) No attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; 5) The statements contained in this affidavit are true and correct, and made with full knowledge that Momoe relies upon the truth ofthe statements contained in this affidavit in awarding contracts for said project. STATEOF Florida / ! "....~'~:~,.., GENEVIEVE CAVE-HUNT ''Jl~'" \NoIary PublIc - SlaIe 01 F_ " 'lMvCa,.,"',~FC3,2lIll8 ; , ~:t. (I' Commlalon (I 00279753 .... ,Rr.t,\. .,' Bonded By NaIonaI NoIary~ DRUG - FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: URS Corporation Southern (Name of Business) I. Publish a statement notitying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specitying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection(1). 4. In the statement specified in subsection (1), notifY the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contender to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program is such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation ofthis section. As the person authorized to sign the statement, I certified that this firm complies fully with the above requirements. ... 2/26/2007 Date U:\Sub agreement MiLCarlos\DRUG-Free.doc ACORD,. CERTIFICATE OF LIABILITY INSURANCE Page 1 of 2 I DATE 12/28/2006 PRODUCER 877-945-7378 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE willis North America, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 26 Century Blvd. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P. O. Box 305191 Nashville, TN 372305191 INSURERS AFFORDING COVERAGE NAIC# INSURED URS Corporation INSURER A- National Union Fire Ins Co of Pittsburgh 19445-100 600 Montgomery Street, 25th Floor INSURER B: American International South Insurance Co 40258-001 San Francisco, CA 94111 INSURER C: Insurance Company of the State of PA 19429-100 INSURER D: Lexington Insurance Company 19437-000 INSURER E: Llovd's of London/A.F. Beazlev Svndicate 15792-200 COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. rl~~r..2:~~ TYPE OF INSURANCE POllCYNUMBER POLICY EFFECTIVE POLICY EXPIRATION L.IMITS A ~NERAL. LIABILITY GL177-4688 4/1/2006 5/1/2007 EACH OCCURRENCE $ 1 000 000 X COMMERCIAL GENERAL LIABILITY ~~~~~~~9E~~u~~nce\ $ 1 000 000 I CLAIMS MADE ULi OCCUR MED EXP (Anyone person) $ 10 000 eX- XCU. BFPD PERSONAL &ADV INJURY $ 1 000 000 ~ Contractual Liabilitv GENERAL AGGREGATE $ 2 000 000 GEN'l AGGREGATE LIMIT APnS PER: PRODUCTS-COMP~PAGG $ 2 000 000 Ii POliCY rx-l ~~R.,: lOC ~ I ~TOMOBILE LIABILITY CA826-2357 4/1/2006 5/1/2007 COMBINED SINGLE LIMIT 2,000,000 (Eaaccident) $ eX- ANY AUTO CA826-2360 4/1/2006 5/1/2007 A I All OWNED AUTOS CA826-2361 4/1/2006 5/1/2007 BODilY INJURY r-- (Per person) $ r-- SCHEDUL.ED AUTOS I F HIRED AUTOS BODilY INJURY (Peraccidenl) $ NON-OWNED AUTOS I PROPERTY DAMAGE $ (Peraccidenl) ~AGE LIABILITY rf)' 11 ,'Qj '>.1 11.. AUTO ONLY - EA ACCIDENT $ H ANY AUTO .. 10 L1/;4fJui ~~ER THAN EAACC $ TO ONLY: AGG $ EXCESS LIABILITY I -jO-()') EACH OCCURRENCE $ , o OCCUR 0 CLAIMS MADE AGGREGATE $ I "- $ R DEOUCTISLE $ I RETENTION $ $ A WORKERS COMPENSATION AND WC7181903 1/1/2007 1/1/2008 X I T~g~TfrrN~ I 10J6I- EMPLOYERS' LIABILITY B ANY PROPRIETOR/PARTNER/EXECUTIVE WC7181935 1/1/2007 1/1/2008 E.L. EACH ACCIDENT $ 1 000 000 C OFFICER/MEMBER EXCLUDED? WC7181937 1/1/2007 1/1/2008 E.L. DISEASE - EA EMPLOYEE $ 1 000 000 C If yes, describe under WC7181904/WC7181936 1/1/2007 1/1/2008 SPECIAL PROVISIONS below E.L. DISEASE - POliCY LIMIT $ 1 000 000 D I OTHER 1155961 EI<O ~~1~2006 5/1/2007 E Professional Liability MLPOO05 4/1/2006 5/1/2007 $1,000,000. Each Claim I' w/Limited Contractual - $1,000,000. Aggregate Claims Made Policv DESCRIPTION OF OPERATlONSlLOCATlONSNEHICLESlEXCLUSIONS ADDED BY ENDORSEMENT!SPECIAL PROVISIONS RE: Project Title: General Consulting Services. The Monroe County Board of County Commissioners its Employees and Officials are Additional Insureds with respect Operations performed by or for the named Insured as respects General I< Auto Liability Waiver of Subrogation applies CERTIFICATE HOLDER CANCELLATION ACORD 25 (2001108) Co11:1843409 Tp1:582944 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WIL.L ENDEAVOR TO MAlL ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR L1ABIL.ITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR RE RESENTATlVES. U ORIZEDREPRES~ @ACORD ORPORATION 1988 Monroe County Attn: Mr. Peter Borton 3491 S. Roosevelt Blvd Key West. FL 33040 Page 2 of 2 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the poiicy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). if SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain pOlicies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). DISCLAIMER The Certificate of insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) Coll:1843409 Tpl:582944 Cert:B394767 POLICY NUMBER: GL 177-4688 COMMERCIAL GENERAL LIABILITY CG2037 1001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modilies insurance provided under the loilowing: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name 01 Person or Organization: The Monroe County Board 01 County Commissioners its Employees and Officials Location And Description 01 Completed Operations: Project Title: General Consulting Services. Additional Premium: (II no entry appears above, inlormation required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) Section II - Who Is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out 01 "your work" at the location designated and described in the scheduie 01 this endorsement performed lor that insured and included in the "products-completed operations hazard" . Primary Wording: Such insurance as is allorded by this endorsement lor the additional insureds shail apply as primary insurance. Any other insurance maintained by the additional insureds or its officers and employees shail be excess only and not contributing negligence on part 01 the additional insureds. CG 20 371001 @ ISO Properties, Inc., 2000 Page 1 of 1 o POLICY NUMBER: GL177-4688 COMMERCIAL GENERAL LIABILITY CG 20 10 10 01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: The Monroe County Board of County Commissioners its Employees and Officials (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. Section II - Who Is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liabiiity arising out of your ongoing operations per- formed for that insured. B. With respect to the insurance afforded to these additional insureds, the following exclusion is added: 2. Exclusions This insurance does not apply to "bod- ily injury" or "property damage" occur- ring after: (1) All work, including materials, parts or equipment furnished in connec- tion with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional in- sured(s) at the site of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in per- forming operations for a principal as a part of the same project. Primary Wording: Such insurance as is afforded by this endorsement for the additional insureds shall apply as primary insurance. Any other insurance maintained by the additional insureds or its officers and empioyees shall be excess only and not contributing negligence on part of the additional insureds. CG20101001 @ ISO Properties, Inc., 2000 Page 1 of 1