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08/02/1988 AGREEMENT FOR CONSULTANT SERVICES THIS AGREEMENT made and entered into this~ day of JOuaust 1988 by and between the Monroe. County Florida (the "county")~ ~ Aviation Planning Associates, Inc. ("AvPlan") a professional corporation organized, existing and doing business under and by virtue of the laws of the State of Ohio, having its principal place of business at 421 Arch street, Cincinnati, Ohio 45202. lil.T!f~~~~~H WHEREAS, the County wishes to obtain professional consultant services for preparation of a Ground Transportation Study (the "Project") at Key West International Airport, (the "Airport"); and WHEREAS, AvPlan hereby covenants that it is willing to perform such professional services in the manner and under the conditions set forth; NOW, THEREFORE., the County and AvPlan hereby agree as follows: ARTICLE I - RETAINER The County does hereby retain AVPlan to perform the professional services hereinafter specified, and AvPlan agrees to perform said professional services under the conditions and within the time limits hereinafter specified. ARTICLE II - SCOPE OF SERVICES The professional consulting services which AvPlan agrees to provide the County are more particularly described in Attachment A, which is attached hereto and made a part hereof. -1- AvPlan shall perform the services in accordance with the terms of this Agreement, and applicable laws and regulations, and AvPlan will exercise that degree of skill and judgment commensurate with that which is normally exercised by recognized professional firms with respect to services of a similar nature. ARTICLE III - TIME OF PERFORMANCE The services of AvPlan shall commence upon receipt by AvPlan of written notice to proceed from the County. The services of AvPlan shall be performed in the character and sequence generally described in Attachment A. The term of this Agreement shall be the period commencing upon AvPlan' s receipt of the notice to proceed and terminating upon completion of the proj ect, not to exceed six (6) months. ARTICLE IV - PAYMENT BY THE COUNTY In consideration of the services to be performed by AVPlan, the County agrees to pay AvPlan for actual time and expenses, not to exceed Five Thousand Dollars ($5,000.00). AvPlan shall send monthly invoices to the County which shall set forth the hours worked during the preceeding period billed at the rates set forth in Attachment A, and actual expenses incurred, including but not limited to postage, printing, transportation, food, and lodging. The County agrees to process all invoices as expeditiously as possible. Payment of invoices shall be made wi thin thirty (30) calendar days of receipt of such invoice by the County. Amounts due and payable by the County shall be subject to a one and one-half percent (1 1/2%) interest charge if not received by AVPlan on or before thirty days of the date of AvPlan's invoice. -2- In the event of non-payment of invoices within 60 days from the date of submittal, AvPlan may, at its option, suspend its performance or terminate this Agreement by fifteen (15) days advance wri tten notice. In the event of such suspension or termination, AvPlan shall surrender to the County all completed work and work in process for which the County has paid. The County shall have no right to require and AvPlan shall have no obligation to perform any services or incur any expenses not included within the terms of this Agreement, or any amendment hereto. The County's obligation for all services hereunder, including any claims for additional compensation or reimbursable out-of-pocket expenses, is limited to funds lawfully appropriated and authorized to be expended by the County for this Agreement; provided, however, the County shall not issue any notice to proceed or request any addi tional work unless and until such funds are available. ARTICLE V - CHANGES The County may, from time to time, by written order, make changes to the Project within the general scope of this Agreement, in the work and services to be performed by AvPlan or in the timing or location of such work and services. If any change causes an increase in the scope, additional cost to AVPlan, or time required for the performance of any part of the services under this Agreement, AvPlan will be compensated by the County for additional work required as a result of authorized changes, additional work not included in Attachment A, or any extension of length of service beyond the six-month contract period, if such extension is not required by delay caused solely by AvPlan. In the event that additional work is -3- required, the County and AvPlan shall negotiate a fee for such work based on actual labor costs at AvPlan's hourly rates as set forth in Attachment A and actual expenses incurred. In the event of delays in or failures of performance of AvPlan caused by circumstances beyond its control, the time and cost for performance by AvPlan shall be equi tably adjusted and such delays or failures shall not constitute a default or give rise to any claim against AvPlan. ARTICLE VI - WORK PRODUCTS Provided the County fulfills all of its obligations hereunder, all work products prepared by AvPlan pursuant to this Agreement, including but not limited to reports, work papers, and exhibits, shall be the property of the County, and shall be delivered to the County upon completion of the project. AvPlan may retain copies of such work products as part of their record of professional activity. ARTICLE VII - ASSIGNMENT AND DELEGATION AvPlan shall not assign or subcontract any performance -of this Agreement without the expressed written consent of the County. Any assignment or subcontracting so permitted shall be expressly made subject to all terms, conditions and provisions of this Agreement. ARTICLE VIII - TERMINATION This Agreement may be terminated by the County upon thirty (30) days written notice to AvPlan. In the event of termination, AVPlan shall promptly surrender to the County all completed work and work in progress, and all materials, records and notes procured or produced pursuant to this Agreement. The County -4- shall pay to AvPlan all amounts invoiced hereunder for work performed by AvPlan prior to date of cancellation, and for expenses associated with transmitting reports and files to the County. ARTICLE IX - NOTICES All notices, reports, and documents required to be given or made by AvPlan to the County pursuant to this Agreement shall be given or made to: Mr. Art Skelly Director of Airports Key West International Airport 3491 S. Roosevelt Blvd. Key West, FL 33040 All notices, reports and documents required to be given or made by the County to AvPlan pursuant to this Agreement, shall be given to at its address set forth below: Mr. David A. Schlothauer, President Aviation Planning Associates, Inc. 421 Arch street Cincinnati, Ohio 45202 ARTICLE X - ACCOUNTING RECORDS During the term of this Agreement, including any renewal or extension hereof, and for a period of three (3) years thereafter, or for such longer period of time as may be required by applicable FAA regulations and negotiated with AVPlan, the County shall have the right, upon reasonable notice to AvPlan to inspect and audit all of its books of account, records, and other documents, pertaining to payments made or to be made pursuant to this Agreement and AVPlan shall make all such records, books and other documents available at the place where these books and -5- records are normally maintained; provided, that all such inspections and audits shall be conducted during regular business hours. ARTICLE XI - INSURANCE AvPlan shall comply with all workmen's compensation laws of the state of Ohio and shall carry at least the following minimum amounts of insurance: Public Liability and Automobile Insurance in an amount not less than one hundred thousand dollars ($100,000) for injuries, including those resulting in death, to anyone person, and in an amount not less than three hundred thousand dollars ($300,000) on account of anyone accident or occurrence. Property damage insurance in an amount not less than one hundred thousand dollars ($100,000) from damages on account of anyone accident or occurrence. Said insurance shall be maintained in full force and effect during the life of this Agreement and shall protect AVPlan, its officers, employees, agents, and representatives from claims for damages to persons and property arising out of the negligence of AVPlan, its officers, employees, agents, or representatives in the performance of the work covered by this Agreement. ARTICLE XII - INCORPORATION OF REGULATIONS AVPlan agrees to negotiate in good faith the incorporation into this Agreement any and all statutes, rules and regulations, and assurances made pursuant thereto, the incorporation of which may now be required by the FAA or other governmental agency, or the incorporation of which may be prerequisite to or condition of the County's receiving any federal or state grant or loan or other governmental assistance. -6- ARTICLE XIII - EOUAL OPPORTUNITY CLAUSE (1) AVPlan will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. AvPlan will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or termination; rates of payor other forms of compensation; and selection for training. AvPlan agrees to post in conspicuous places, available to employees and applicants for employment, notices summar1z1ng the provisions of this Equal Opportunity Clause. (2) AvPlan will, in all solicitations or advertisements for employees placed by or on behalf of AVPlan, state that it is an equal opportunity employer. (3) AvPlan and each subcontractor will include this Equal Opportunity Clause in every subcontract. AvPlan will take such action with respect to any subcontract as is necessary as a means of enforcing the provisions of the Equal Opportunity Clause. ARTICLE XIV - NO PERSONAL LIABILITY No official, director, officer, agent or employee, of either party hereto, its related entities, or the County shall be charged personally or held contractually liable by or to the other party or to the County under any term or provision of this Agreement and the validity and enforceability of all portions of -7- this Agreement or applications thereof shall remain in full force and effect. ARTICLE XV - APPLICABLE LAW This Agreement shall be construed in accordance with the laws of the state of Florida. ARTICLE XVI - SUCCESSORS AND ASSIGNS This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto as of the day and year first written, intending themselves to be legally bound hereby. WITN7fSES: 1 .' _. --/'.. __ /,~~ 1h~ YIJt:~ J AVIATION PLANNING ASSOCI By: ~~L I /" // Title: kc- Uct:.-/~,;;/~ WITNESSES: MONROE COUNTY FLORIDA By:g~~,~~ Title: ,f/A"IQ~ IcH".'II.AtA"'; (II- R4~. I DANNX L. I~OLHAGE, Clerk AP~~t ~~!O FORM ANtGALX:;/CY. BY a Attornev"s Office -8- ..', ..J ~::. ; ::.... ~~~_.;~ '~_'~'_::-. ATTACHMENT A Aviatbl Aannif1:J Asscciates, Ire. 421 Arch Street/Cincinnati, Ohio 45202/(513) 381-4610 David A. Schlothauer pres.dent Terrence L. Parker esecut.v. 'lice pr~.dent Andrew Daniluk YlCe pres.dent MI~m. May 16, 1988 Mr. Art Skelly Director of Airports Key West International Airport 3491 S. Roosevelt Blvd. Key West, FL 33040 Dear Mr. Skelly: I enjoyed speaking with you recently regarding ground transportation issues a t Key West International Airport. As I mentioned on the phone, AvPlan has extensive experience in this area including related assignments at: Fort Lauderdale-HOllywood Palm Beach Nashville Portland Greater Pittsburgh As a result of the Alamo renta~ car decisi~(Sara~o~a' substantial changes have -occurre'd' 1:e'::lcu.d~ng the development of off-airport courtesy vehicle fees. At numerous airports across the country deregulation has affected taxi service and the rates which can be charged to taxi operators: To assist Monroe County with the establishment of courtesy vehicle and taxi fees, AvPlan proposes the following: AvPlan will evaluate gross taxi revenues and address a reasonable fee based on a per trip charge. AvPlan will estimate off-airport courtesy vehicle traffic. This will include off-airport rental cars, hotel/motel operators, and parking lots. AvPlan will establish a fee basis tor the off-airport service providers based on established industry practice. n;., i ~~:- /;;" ~~ fA' ~'ll?,,.;J\:f)). ',;' t.) ! # \ t't!l~ HI If J I ~-I' f I ~ f \ ) t~~. ,.-/' (.....~ .~.'.- \.J I r; V' f.t r., .. "...... ;~ ~... t. -,' ,~ ! ! J I U; " "0 JUt II 1988 ~()UNTY ATTY. Cincinnati. Ohio (513) 381-4610 · Miami, Florida (305) 66n-?ClQ~ Mr. Art Skelly May 16, 1988 Page 2 The estimated cost for conducting this assignment is $5,000. This includes the development of a ground transportation policy as well as a recommended rate structure. He propose to use the $5,000 as a not-to-exceed amount, billing the County only for time and material expenses incurred. Our rate structure is as follows: Officer Project Manager Senior Consultant Consultant Support $125 75 50 45 25 We appreciate the opportunity to assist the County in this challenging study. Please contact me with any questions you might have. Sincerely, AvPlan . -?~ 7. ;fz' Merrill F. Revkin . proj ect Manager MFR:kml