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04/10/1974 AGREEMENT between THE BOARD OF COUNTY COMMISSIONERS lVIONROE COUNTY, FLORIDA and CONNELL ASSOCIATES, INC. ( for AIRPORT MASTER PLANNING SERVICES at KEY WEST INTERNATIONAL AIRPORT THIS CONTRACT, entered into as of the 10th day of ApJt.il , 1974, by and between the BOARD OF COUNTY COMMISSIONERS, MONROE COUNTY, Florida (hereinafter referred to as the "Sponsor") and CONNELL ASSOCIATES, INC., P.O. BOX 341939 Coral Gables, Florida . 33134, A Florida Corporation (hereinafter referred to as the "Consultantn), WITNESSETH THAT: WHEREAS, the Sponsor desires to engage the Consultant to develop and prepare a comprehensive Airport Master Plan for KEY WEST INTERNATIONAL AIRPORT (hereinafter called "Project"); and WHEREAS, this undertaking is to be partially financed by the United States of America (acting through the Federal Aviation Administration, hereinafter referred to as the FAA) under the provisions of section 13 of the Airport and Airway Development Act of 1970; and WHEREAS, this undertaking is to be partially financed by the Florida State Department of Transportation under the provisions of Section 334. 20 of Florida Statutes; and NOW, THEREFORE, the parties hereto do mutually agree as follows: 'I. Employment of Consultant. The Sponsor hereby agrees to engage the Consultant and the Consultant hereby agrees to perform the services hereinafter set forth in connection with FAA Contract No. DOT-FA-74-S0-8579 and Airport Master Planning Grant Agreement executed by and between the Sponsor and FAA on ArtrjJ 1 {J 1974. 2. Sponsor/Consultant Certification. The Sponsor and the Consultant hereby certify that the various conditions established as part of the aforesaid -1- . Planning Grant Agreement will be fully: complied with during the course of the Project. 3 . Scope of Services. The Consultant shall perform and carry out the services as set forth in the DESCRIPTION OF WORK PROGRAM, (Code MP-6) and the PROJECT COST ESTIMATE (Code MP-7) parts of the aforesaid Planning Grant Agreement which are hereby made a part of this Contract. 4. Time of Performance. Upon receipt of written NOTICE TO PROCEED, the consultant will begin work on the study and will proceed diligently with the work toward completion at the earliest practicable time. The final draft report will be completed within six (6) months after NOTICE TO PROCEED. The final report and public information session will be completed within one (1) month after approval of the draft report by the Board of County Commissioners. 5. Compensation. The Sponsor agrees to pay the Consultant the lump sum of THIRTY-THREE THOUSAND SIX HUNDRED FORTY-FIVE DOLLARS AND 00/100 CENTS ($33,645.00) for the professional services described herein. This amount shall constitute complete compensation, including out-of-pocket expenses, for all of these services. Partial payments will be made to the Consultant monthly in proportion to the percentage of services satisfactorily performed by the Consultant. The amount due for each month shall be based on the percent- age progress accomplished during the preceeding month applied to the lump sum amount of $33,645.00, less a TEN PERCENT (10%) retainage, which shall be withheld until final payment is due. FINAL PAYMENT shall be due and payable upon satisfactory completion of the services described in this Contract, and approval and acceptance of the final report by the Sponsor. The Sponsor agrees not to unreasonably delay such approval and acceptance, and agrees to notify Consultant, in writing, within ninety (90) days of receipt of the final REPORT of any reason which would cause the Sponsor to withhold final payment. The foregoing lump sum figure will not be exceeded unless there is an agreed upon change in the scope of work and prior cost negotiation with the Sponsor. 6 · Changes. The Sponsor may J from time to time, require changes in the scope of the services to be performed hereunder. Such changes, including any increase or decrease in the amount of the Consultant's compen- sation, which are mutually agreed upon by and between the Sponsor and the Consultant, shall be incorporated in written amendments to this Contract. -2- 7 . Termination of Contract for Cause. If, through any cause, the Consultant shall fail to fulfill in timely and proper manner his obligations under this Contract, or if the Consultant shall violate any of the convenants, agreements, or stipulations of this Contract, the Sponsor shall thereupon have the right to terminate this Contract by giving written notice to the Consultant of such termination and specifying the effective date thereof, at least 10 days before the effective date of such ter.mination. In that event, all finished or unfinished documents , data, studies, surveys t drawings, maps, models, photographs, and reports prepared by the Consultant shall, at the option of the Sponsor, become its property, and the Consultant shall be entitled to receive just and equitable compen- sation for any satisfactory work completed on such documents and other materials. 8. Data to be Furnished Consultant. All information, data, reports, records, and maps as are existing, available, and necessary for the carrying out of the work shall be furnished to the Consultant without charge by the Sponsor, and the Sponsor shall cooperate with the Consultant in every way possible during all phases of the Project. 9. Conferences. The Consultant will be reasonably available for meetings as deemed necessary by the Sponsor for the purpose of reporting progress and for coordinating study work activitie.s. 10 . Personnel. a. The Consultant represents that he has, or will obtain at his own expense, all personnel required in performing the services under this Contract. Such personnel shall not be employees of the Sponsor. b . All of the services required hereunder shall be performed by the Consultant and its subcontractors, and all personnel engaged in the work shall be fully qualified and shall be authorized under State and local law to perform such services. 11. Equal Employment Opportunity The Consultant shall comply with Federal Regulations relative to nondiscrimination in Federally assisted programs of the Department of Transportation (hereinafter, "nOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regualtions) , which are herein incorporated by reference and made a part of this Contract. Provisions of. the Regulations are as follows: -3- a. NONDISCRIMINATION: The Consultant, with regard to the work performed by it during the Contract, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations. b. Solicitations for Subcontracts, Including Procure- ments of Materials and Equipment: In all solicitations either by com- petitive bidding or negotiation made by the Consultant 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 Consultant of the Consultant's obligations under this Contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. c. Information and Reports: The Consultant shall provide all information and reports required by the Regulations or dir- ectives 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 to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a Consultant is in the exclusive possession of another who fails or refuses to furnish this information, the Consultant shall so certify to the Sponsor or the Federal Aviation Administration as appropriate, and shall set forth what efforts it has made to obtain the information. d · Sanctions for Noncompliances: In the event of the Consultant's noncompliance with the nondiscrimination provisions of this Contract, the Sponsor shall impose such Contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: (1) Withholding of payments to the Consultant under the Contract until the Consultant complies, and/or (2) Cancellation, termination or suspension of the Contract, in whole or in part. e. Incorporation of Provisions: The Consultant shall include the provisions of paragraph (a) through (e) in every sub- contract including procurements of materials and leases of equipment, unless exempted by the Regulations or directives issued pursuant thereto. The Consultant shall take such action J with respect to any subcontract or procurement t as the Sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event a Consultant becomes -4- involved in or is threatened with litigation with a subcontractor or supplier as a result of such direction, the Consultant may request the Sponsor to enter into such litigation to protect the interests of the Sponsor, and, in addition, the Consultant may request the United States to enter into such litigation to protect the interests of the United States. 12. Neither party of this Contract shall assign, sublet, or transfer any interest herein without the '\Tritten consent of the other, with con- currence of the FAA. 13. Interest of Members of Sponsor and Others: No officer, member, or employee of the Sponsor and no members of its governing body, and no other public official of the governing body of the locality or localities in which the Project is situated or being carried out who exer- cises any functions or responsibilities in the review or approval at the undertaking or carrying out of this Project, shall participate in any decision relating to this Contract which affects his personal interest or have any personal or pecuniary interest, direct or indirect, in this Contract or the proceeds thereof. 14. Interest of Consultant: The Consultant covenants that he presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Contract. The Consultant further covenants that in the performance of this Contract no person having any such interest shall be employed. 15 . Findings Confidential. Any reports, information, data, etc., given to or prepared or assembled by the Consultant shall not be made available to any individual or organization by the Consultant without the prior written approval of the Sponsor. 16 . Copyright. No reports, maps, or other documents produced in whole or in part under this Contract shall be the subject of an application for copyright by or on behalf of the Consultants. 17 . Identification of Documents. All reports, maps, and other documents completed as part of this Contract) other than documents ex- clusively for internal use by the Sponsor, shall carry the following notation on the front cover or on a title page (or, in the case of maps, in the same block) containing the name of the Sponsor: "The preparation of this (report, map, document, etc.) was financed in part through an Airport Master Planning Grant from the Federal Aviation Administration under the provisions of Section 13 of the Airp.ort and Airway Development Act of 1970. " The month and year the document was prepared and the name of the subject Airport shall accompany this notation. -5- 18. Availability of Records. The Consultant agrees to make time and expense records pertaining to the Project available to author- ized representatives of the Sponsor and the Federal Aviation Adminis- tration during the Project. and for not more than a three (3) year period following the final payment for services rendered under the terms of this Contract. 1~. . Applicable. Laws... The Spons9r and the ~onsultant agree to conduct and execute the Project in compliance with all applicable local, state, and federal laws. 20. FAA Not Obligated to Consultant. The Federal Aviation Administration neither has nor will incur any obligations to the Consultant under the terms and provisions of this Contract. 21. Hold Harmless. The Consultant agrees to indemnify and save harmless the Sponsor and all of its officials, agents and employees from all loss or damage and from any and all claims arising by reason of accident. injury, or damage to any person or property, directly or indirectly arising out of or attributed to the performance of this Contract, and shall further defend, at the Consulant's expense, any ana all suits or actions arising out of such claims or matters. It is specifically understood and agreed that this indemnification agreement does not cover or indemnify the Sponsor for its own negligence or breach of Contract. 22. Contract Procuremant Certification. The Consultant certifies that he has not: a · Employed or retained for a commission, percentage, brokerage. contingent fee. or other consideration. any firm or person (other than a bona fide employee working solely for the Consultant) to solicit or secure this Contract, b · agreed. as an express or implied condition for obtaining this Contract, to employ or retain the services of any firm or person in connection \vith carrying out the Contract, or c · paid or agreed to pay to any firm, organization, or person (other than a bona fide employee working solely for the Consultant) any fee, contribution. donation, or consideration of any kind for, or in connection with, procuring or carrying out the Contract. The Consultant acknowledges that this certificate is to be furnished to the Federal Aviation Administration of the United States' Department of Transportation. in connection with this Contract involving participation of Federal funds and is subject to applicable state and federal laws, both criminal and civil. -6- IN \VITNESS \VHEREOF, the parties have caused these presents to be executed by and through their duly authorized officers, pursuant to lawful authority properly delegate? to and reposing therein, this the 7 O~h day of Apll,tl 1974. BOARD OF COUNTY COlVIMISSIONERS MONROE COUNTY, FLORIDA ATT By: By: Date CONNELL ASSOCIATES, INC. =~~ ~~ -7-