Supplement No. 1F ; L E(1 i= + ^ �; ^ n SUPPLEMENTAL AGREEMENT NO. ONE
TO CONTRACT FOR PROFESSIONAL SERVICES
DATED OCTOBER 24, 1990 BETWEEN
'91 CCT 17 P 3 :3 - MONROE COUNTY, FLORIDA AND
DAVID VOLKERT & ASSOCIATES, INC.
This Supplemental Agreement made and entered Into this 944 day of cY�foh�.+� 1991, by
and between Monroe County, hereinafter referred to as the Owner, and David Volkert &
Associates, !nc., hereinafter referred to as the Consultant; WITNESSETH THAT:
WHEREAS, the Owner and the Consultant entered into an Agreement on the 24th day of
October. 1990, whereby, the Consultant is to provide necessary professional services associated
with improvements to the Key West International Airport, as more specifically set forth in said
Agreement as Phase I Terminal Renovation and Expansion Project;
WHEREAS, the Owner desires to proceed with professional services required to provide
programming and project phasing, construction drawings and specifications, and bidding and
construction services for a specific project as hereinafter identified as Phase II Terminal
Expansion, and;
WHEREAS, the Consultant is agreeable to completing the required work for fees that are
acceptable to the Owner and in accordance with the latest requirements for the Federal Aviation
Administration for federal funding of projects;
NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter stipulated to
be kept and performed, the parties hereto agree that the contract of 24 October. 1990 , be
supplemented as follows:
ARTICLE I - SCOPE OF BASIC SERVICES
SECTION I - GENERAL
1. The Phase II Terminal Expansion Project consists of the addition of approximately
25,000 S.F. of new construction to the existing terminal building and comprehensive
exterior building upgrade. Phase II services are to be executed in conjunction and
coordinated with the existing services provided for in Phase I as defined in the original
Agreement dated October 24, 1990.
2. The Consultant shall provide architectural and engineering professional services to
Include the design of architecture, interior design, structural, heating and air
conditioning, electrical power, lighting and landscaping.
3. The Consultant will consult with Airport Representatives, County, State and Federal
Government Agencies as necessary to clarify and define the requirements for the
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project and review available data.
4. The Consultant will provide architectural and engineering planning, design,
specifications, contract documents, surveying and testing as identified above,
appropriate for bidding the construction of Phase II as identified herein. These services
will encompass those distinct A/E Services outlined in U.S. Department of
Transportation. FAA AC No. 150/5100-14B, dated 11/12/88 to include:
1. Preliminary Phase
2. Design Phase
3. Bidding or Negotiation Phase
4. Construction Phase
5. The Consultant will submit 30%, 60%, 90% and 100% plans for Owner and agency
review and will respond to comments and will submit an A/E design report.
SECTION II - SCOPE OF PROJECT
1. The work under this agreement shall consist of necessary services to provide design
and construction documents required for bidding the construction of an addition of
approximately 25,000 S.F. of new construction to the existing terminal building.
2. The new construction is to be designed in conjunction with Phase I design services and
the two phases of service to be combined into the design of a comprehensive terminal
development.
3. The comprehensive development is to utilize the remaining buildable property adjacent
to the existing terminal and be planned for construction in one continuous staged
process.
4. The comprehensive terminal development is to include customary commercial aircraft
terminal functions, appropriately scaled and positioned in a one way circulation pattern
to alleviate pedestrian cross flow and potential land side cross traffic congestion.
5. The 4,999 S.F. Federal Inspection Services Facility (Phase I Sub Project No. One) is
to be integrated into the comprehensive terminal facility and provisions considered for
approximately 3,000 S.F. expandability in the future.
6. The upper level administration interior area is to remain undisturbed in this phase.
SECTION III - ADDITIONAL SERVICES
At the written request of the Owner, the Consultant shall accomplish such additional services as
required by the Owner. When the Consultant is requested to provide additional services, such
services may be provided by Consultant's own forces or through subcontracts with other
professionals. However, contracts with other professionals for additional services must have the
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written approval of the Owner before the work is initiated. Additional services which may be
requested include, but are not necessarily limited to the following:
A. Additional Land Surveys as necessary to establish property boundaries required for
property acquisition purposes or preparation of property maps.
B. Additional Soils and Material Investigations including test borings, laboratory and field
testing of soils and materials and related reports as required for design and construction
quality control purposes.
C. Additional Engineering Surveys (for design and construction) to include topographic
surveys, base line surveys, cross section surveys, aerial photography, etc., as required
and approved by the Owner.
D. Technical Inspection of construction by full time resident project representative, as
required and approved by the Owner. When authorized by the Owner the duties,
responsibilities and limitations of authority shall be included in a supplemental agreement.
E. Assistance to the Owner as expert witness in litigation arising from development or
construction of any project.
F. Accomplishment of surveys and investigations, and the preparation of reports and
drawings as may be requested or authorized in writing by the Owner.
G. Prepare pre -applications and applications for federal and/or state assistance grants for
funding of projects.
H. Preparation of As -Built drawings upon completion of construction.
I. Make revisions to the airport layout plan as necessary to reflect the details of any
completed projects.
ARTICLE II - GENERAL PROVISIONS
SECTION 1 - RESPONSIBILITIES OF THE OWNER
As a party to this Agreement, the Owner shall:
A. Make available for Consultant's use all record drawings, maps, soil data, etc. that are
readily available to the Owner.
B. Designate a person to act with authority on Owner's behalf and respond in a timely
manner to submissions by Consultant providing approvals and authorizations as
appropriate so that work may continue at a normal pace.
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C. Pay all costs associated with special services authorized by the Owner.
SECTION II - METHOD OF PAYMENT
The Consultant agrees to provide professional services for those general services and basic
services included in Article I - Scope of Services, and those additional services classified as
Special Services listed below. The owner agrees to pay the Consultant as compensation for these
services on a Lump Sum Basis as follows:
BASIC SERVICES
PHASE II TERMINAL EXPANSION $248,999.98
A. Partial payments for all services performed by the Consultant under the terms of the
Agreement shall be made no more often than monthly to the Consultant by the Owner
based on percent complete of the work in progress. Payments shall be due and payable
within thirty (30) days of the date of invoice.
B. For Projects involving a supplemental agreement, the scope of services and maximum
amount of compensation to be paid will be included therein.
C. The Owner will pay the Consultant for special services performed by subconsultants at the
actual invoice amount.
SECTION III - MISCELLANEOUS
A. Extra Work: It is mutually understood and agreed that the Owner will compensate the
Consultant for services resulting from significant changes in general scope of a project or
its design, including but not necessarily limited to, change in size, complexity, project
schedules, character of construction, revisions to previously accepted studies, reports,
design documents or contract documents and for preparation of documents for separate
bids, when such revisions are due to causes beyond the Consultant's control and when
requested or authorized by the Owner. Authorization for such extra work is subject to
review and approval of the FAA and FDOT.
B. Reuse of Documents: All tracings, plans, specifications, maps, computer programs and
data prepared or obtained under a specific assignment of this Agreement shall remain the
property of the Owner with restriction or limitation on their use; and shall be made
available, upon request, to the Owner at any time. A set or reproducible drawings shall
be provided for the Owner's files. However, any use of plans and specifications except
the use specifically intended by these documents will be at the Owner's sole risk and
without financial liability or legal exposure to the Consultant.
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C. Responsibility of the Consultant:
1. The Consultant shall be responsible for the professional quality, technical
accuracy, timely completion, and the coordination of all designs, drawings,
specifications, reports, and other services furnished by the Consultant under this
agreement. These services shall be performed in accordance with acceptable
engineering and architectural practices. The Consultant shall, without additional
compensation, correct or revise any errors, omissions or other deficiencies in his
designs, drawings, specifications, reports and other services.
2. Approval by the Owner or the FAA of drawings, designs, specifications, reports,
and incident engineering work or materials furnished hereunder shall not in any
way relieve the Consultant of his responsibility for the technical adequacy of his
work.
D. Responsibility For Claims and Liability/Insurance:
LIABILITY
The Consultant shall indemnify, defend, save and hold harmless, the Owner and all of its
officers, agents or employees from all suits, actions, claims, demands, liabilities of any
nature whatsoever arising out of, because of, or due to breach of this Agreement by the
Consultant, its subconsultants, agents or employees or due to any negligent act or
occurrence of omission or commission of the Consultant, its subconsultants, agents or
employees. Neither Consultant nor any of its subconsultants will be liable under this
section for damages arising out of injury or damage to persons or property directly caused
or resulting from the sole negligence of the Owner or any of its officers, agents or
employees.
INSURANCE
CONSULTANT shall, at its own expense, maintain during the performance of its services
under this Agreement with limits of liability, not less than the following:
Workmen's Compensation Statutory
General Liability
Bodily Injury
(including contractual) 11000,000
Automobile Liability (CSL) 11000,000
Bodily Injury
Property Damage
Professional Liability 1,000,000
(including errors and omissions)
The OWNER shall be named additional insured and furnished with certificates evidencing
such coverage.
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E. Termination:
1. This Agreement may be terminated in whole or in part in writing by either party in
the event of substantial failure by the other party to fulfill its obligations under this
Agreement through no fault of the terminating party provided that no such
termination may be effected unless the other party is given:
a. Not less than ten (10) calendar days written notice of intent to terminate; and
b. An opportunity for consultation with the terminating party prior to termination.
2. This Agreement may be terminated in whole or in part in writing by the Owner for
its convenience provided that such termination is for good cause (such as for legal
or financial reasons or major changes in the work or program requirements) and
that the Consultant is given:
a. Not less than ten (10) calendar days written notice of intent to terminate; and
b. An opportunity for consultation with the terminating party prior to termination.
I Upon receipt of a termination notice, the Consultant shall promptly discontinue all
services affected (unless the notice directs otherwise) and deliver or otherwise
make available to the Owner all data, drawings, specifications, reports, estimates,
summaries, and such other information and materials as may have been
accumulated by the Consultant in performing this Agreement, whether completed
or in progress.
4. If this Agreement is terminated by either party, the Consultant shall be paid for
services rendered and expenses incurred prior to the termination in addition to
termination settlement costs reasonably incurred by the Consultant relating to
commitments which had become firm prior to the termination. If termination of the
Agreement occurs at the conclusion of one phase and prior to authorization of the
Owner to begin the next phase, payment by the Owner of the completed phase
shall be considered full compensation due the Consultant. If the Agreement is
terminated by the Owner for default of the Consultant, the amount due the
Consultant may be adjusted to the extent of any additional costs incurred by the
Owner as a result of the Consultant's default.
F. Audit: Access to Records:
1. The Consultant shall maintain books, records, documents and other evidence
directly pertinent to the work under this Agreement in accordance with generally
accepted accounting principles and practices. The Owner, the Federal Aviation
Administration, the Comptroller General of the United States or any of their duly
authorized representatives shall have access to any books, documents, papers,
records and other evidence for the purpose of examination, audit, excerpts and
transcriptions.
2. Records described above shall be maintained and made available during the
performance under this Agreement and for a period of three years after the Owner
makes final payment and all other pending matters are closed.
G. Civil Rights Assurance:
During the performance of this contract, the Consultant, for itself, its assignees and
successors in interest (hereinafter referred to as the "contractor") agrees as follows:
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 reference and made a part of this
contract.
2. Nondiscrimination: The contractor, 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 the procurement 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.
3. Solicitations for Subcontracts, 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.
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 Owner or the Federal Aviation
Administration to be pertinent to ascertain compliance with such Regulations,
orders, and instructions. Where any information required of a contractor is ill the
exclusive possession of another who fails or refuses to furnish this information the
contractor shall so certify to the Owner or the Federal Aviation Administration as
appropriate, and shall set forth what efforts it has made to obtain the information.
5. Sanctions for Noncompliance: In the event of the contractor's non-compliance with
the nondiscrimination provisions of this contract, the Owner shall impose such
contract sanctions as it or the Federal Aviation Administration may determine to
be appropriate, including, but not limited to:
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a. Withholding of payments to the contractor under the contract until the contractor
complies, and/or
b. Cancellations, termination, or suspension of the contract, in whole or in part.
6. Incorporation of Provisions: The contractor shall include the provisions of
paragraphs 1 through 5 in every subcontract, including procurements of materials
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 Owner 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 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 Owner and, in addition, the
contractor may request the United States to enter into such litigation with a
subcontractor or supplier as a result of such direction, the contractor may request
the Owner and, in addition, the contractor may request the United States to enter
into such litigation to protect the interests of the Owner and the United States.
H. Disadvantaged Business Enterprise (DBE) Assurances:
1. Policy: It is the policy of the DOT that disadvantaged business enterprises as
defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the
performances of contracts financed in whole or in part with federal funds under this
Agreement. Consequently, the DBE requirements of 49 CFR Part 23 apply to this
Agreement.
2. DBE Obligations: The contractor agrees to ensure that disadvantaged business
enterprises as defined in 49 CFR Part 23 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 23 to ensure that disadvantaged business enterprises have the
maximum opportunity to compete for and perform contracts. Contractors shall not
discriminate on the basis of race, color, national origin, or sex in the award and
performance of DOT -assisted contracts.
I. Contract Period:
1. The Consultant will begin work promptly after receipt of a full executed copy of this
Agreement and shall completes the work within twelve (12) months; such receipt
shall constitute written notice to proceed.
2. If Consultant's services called for under this Agreement for design or during
construction of the project are delayed or suspended in whole or in part by the
Owner for reasons beyond the Consultant's control, the time for performance shall
be adjusted appropriately. If such delay or suspension extends for more than one
year for reasons beyond the Consultant's control, or if the Consultant for any
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reason is required to render construction phase services snore than one year after
completion of design phase plans, specifications, and contract documents, the
various fees and/or rates of compensation provided for elsewhere in this
Agreement shall be subject to renegotiation. Any change in such fees shall apply
only to the unfinished services as of the effective date of such change.
J. Insurance
The Consultant shall at all times carry, on all operations hereunder, worker's
compensation Insurance, public liability and property damage Insurance, and automotive
public liability and property damage insurance, in an amount not less than $1 million per
person per occurrence. The Owner shall be named additional insured and furnished with
certificates evidencing such coverage. The Consultant shall also carry at all times, on all
operations hereunder, professional liability insurance in an amount not less than $1
million. The Consultant shall save harmless the Owner from all claims and liabilities due
to its negligent acts, errors or omissions.
K. Successors and Assigns:
1. Owner and Consultant each is hereby bound and the partners, successors,
executors, administrators and legal representatives of Owner and Consultant (and
to the extent permitted by paragraph 2, the assigns of Owner and Consultant) are
hereby bound to the other party to this Agreement and to the partners, successors,
executors, administrators and legal representatives (and said assigns) of such
other party, in respect of all covenants, agreements and obligations of this
Agreement.
2. Neither Owner nor Consultant shall assign, sublet or transfer any rights under or
interest in (including, but without limitation, moneys that may become due or
moneys that are due) this Agreement with the written consent of the other, 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 an assignment, no assignment will release or
discharge the assignor from any duty or responsibility under this Agreement.
Nothing contained in this paragraph shall prevent Consultant from employing such
independent professional associates and consultants as Consultant may deem
appropriate to assist in performance in performance of services hereunder.
3. Nothing under this Agreement shall be construed to give any right or benefits in
this Agreement to anyone other than Owner and Consultant, and all duties and
responsibilities undertaken pursuant to this Agreement will be for the sole and
exclusive benefit of Owner and Consultant and not for the benefit of any other
party.
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L. Prohibition Against Contingent Fees:
The Consultant warrants that he 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 of the Consultant any fee, commission,
percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement.
M. Compliance with Laws:
The Consultant shall comply with Federal, State and local laws and ordinance applicable
to the work.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement in
duplicate as of the day and year first above written.
ATTESTIPANNY 4 KOLHAGE, Clerk
%.Title
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ATTEST:
44�"A&,-
As6istant Secretary
MONROE COUNTY COMMISSION
Mayor of Monroe County �
DAVID VOLKERT & ASSOCIATES, INC.
t
Regional Vice President
APPS To FORIV
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