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09/22/1981ARTICLES OF AGREEMENT THIS AGREEMENT is entered into this 22nd day of September , 1981, by and between the MONROE COUNTY ,Key West, Florida, hereinafter called "County", and BR&R Associates, Inc. 3152 Coral Way, Miami, Florida, 33145, hereinafter called the "Consultant". WITNESSETH, that in consideration of the mutual cove- nants and agreements herein contained, the said parties covenant and agree with each other as follows: SECTION I. SERVICES A. Continuing Services The Engineer will render basic airport consulting services to include: 1. Management Consulting 2. Financial Consulting 3. Operational Consulting 4. Architectural/Engineering Consulting Scope of services rendered under Section I.A will entail day to day assistance to airport management and routine problems and tasks which may require telephone conferences, meetings at the County or other facilities and follow-up to include memorandums, letters and brief reports. Such ser- vices may include but not be limited to: 1. Advising the County concerning tenant lease agreements. 2. Advising the County concerning tenant minimum performance standards. 3. Performing minor engineering evaluatons. 1 4. Performing minor architectectural evaluations. 5. Providing initial construction cost estimates. 6. Providing minor drafting services. 7. Representing the County at meetings requiring County input or guidance. 8. Assisting the County in the coordination of on- going airport planning or development projects. B. Planning Services The consultant will provide such planning services as in- put to all the airport operating functions to assure proper controlled growth and sound financial management. Such plans and feasibility studies may include but not neces- sarily be limited to: 1. Airport master planning 2. Site selection studies 3. Regional airport system plans 4. On and off airport land use plans 5. Financial planning 6. Environmental assessment reports 7. Aircraft noise analysis 8. Corrosion and water pollution control studies 9. Water and wastewater systems studies 10. Airport drainage studies 11. Financial forecasting 12. Developing capital financing proposals 13. Facility lease rate determinations 14. Lease negotiations 15. Developing tenant leases 16. Developing tenant minimum performance standards C. Design Services The consultant will provide design services to include; architectural and associated engineering disciplines, civil 2 engineering, sanitary engineering, environmental engineer- ing, traffic and transportation engineering, and construc- tion services. Such services would be provided from pro- ject inception to final occupancy. Typical services would include but not necessarily be limited to: 1. Preliminary phase - initial planning and project formulation; preliminary engineering studies; prepar- ation of applications for financial assistance; en- vironmental studies; and permitting. 2. Design phase - preparation of drawings, reports and construction documents; cost control during de- sign; comparative system costs; value management; the final estimates; and cash flow projections. 3. Construction phase - assist in the bid process and bid tabulations; represent the client in the precon- struction conference; prepare required change orders; perform periodic inspections; quality control; check shop drawing; analyze lab reports; review "as -built" drawings; make final inspection; assist in admini- stration; and cost control. SECTION II. TIME FOR COMPLETION. A. Continuing Services The services to be rendered under Section I.A of this agreement shall commence upon either verbal or written notice from the Airport Director stating the services to be rendered and the time for completion. B. Planning and Design Services. The services to be rendered under this Agreement shall commence upon written notice from the County defining the services to be render- ed, the method of compensation, and the time for comple- tion. A reasonable extension of contract time under either II A or B will be granted in the event there is delay on the part of the County in fulfilling its part of the Agreement 3 as stated herein. SECTION III. RENEWAL. This Agreement shall expire five years from the date of execution. This Agreement may be renewed as provided here- in. Within 30 days of expiration of this Agreement, the Con- sultant shall notify the Airport Director of its request to renew this Agreement for an additional five years and a statement of the continuing service fee to be in effect for the renewal period. If no response from the Airport Di- rector is received prior to the expiration date, this Agreement shall be considered renewed. SECTION IV. COMPENSATION. The County agrees to pay the Consultant and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees in accordance with the following: A. Continuing Services. An annual retainer of $4,800.00. B. Planning and Design Services. An hourly rate for a senior consultant/project manager in effect at the time the service is requested plus direct expenses. The hourly rate includes salary, overhead and profit. In the alternative, a lump sum fee may be negotiated at the time the services are to be rendered. It is understood that any individual work effort which exceeds $10,000 in cost and is funded, at least in part by federal funds, shall be subject to federal regulations and may require selection by competitive negotiation. SECTION V. PARTIAL PAYMENTS. The County will make monthly partial payments to the Con- 4 sultant in accordance with the following schedule for all authorized work, pertaining to services requested, per- formed during the previous calendar month. Payment will be made promptly upon receipt of an invoice and in any case no later than thirty (30) days after receipt. A. Continuing Services 1. The consultant shall submit a duly certified in- voice to the County. 2. The amount of the invoice submitted shall be for one twelfth (1/12) of the annual retainer. 3. The amount of partial payment shall be the amount shown on the invoice as calculated in V.A.2 above. B. Planning and Design Services. (Hourly) 1. The Consultant shall submit a duly certified in- voice to the County. 2. The amount of the invoice submitted shall be for the number of manhours of effort at the current hourly rate plus direct expenses for all work performed to date as certified by the Consultant. 3. The amount of the partial payment due for the work performed to date shall be an amount calculated in accordance with Paragraph 2 above less previous pay- ments. C. Planning and Design Services. (Lump Sum) 1. The Consultant shall submit a duly certified in- voice to the County. 2. The amount of the invoice submitted shall be the prorated amount due for all work performed to date determined by applying the percentage of the work completed as certified by the Consultant, to the total lump sum due for the services to be rendered. 3. The amount of the partial payment due for the work 5 performed to date shall be an amount calculated in accordance with Paragraph 2 above less previous pay- ments. SECTION VI. RIGHT OF DECISIONS. All services shall be performed by the Consultant to the satisfaction of the Airport Director who shall decide all questions, difficulties, and disputes of whatever nature which may arise under or by reason of this Agreement, the prosecution and fulfillment of the services hereunder, and the character, quality, amount and value thereof, and the Airport Director's decisions upon all claims, questions, and disputes shall be final, conclusive and binding upon the parties hereto unless such determination is clearly arbitrary or unreasonable. Adjustments of compensation and contract time because of any major changes in the work that might become necessary or be deemed desirable as work pro- gresses shall be determined by the Airport Director. SECTION VII. OWNERSHIP OF DOCUMENTS. All reports, agreements, tracings, plans, specifications, field books, survey information, maps, contract documents, and other data developed by the Consultant for the purpose of this Agreement shall become the property of the County without restriction or limitation upon their use and shall be made available by the Consultant at any time upon the request of the County. When all work contemplated under this Agreement is complete, all of the above data shall be delivered to the County. SECTION VIII. COURT APPEARANCES AND CONFERENCES. Nothing in this contract shall obligate the Consultant to prepare for, or appear in litigation in behalf of the County except in consideration of additional compensation. The amount of such compensation shall be mutually agreed L" upon and established in writing prior to any court appear- ances. The Consultant shall confer with the County at any time during the life of this Agreement as to interpretation of standards, agreements, plans, studies and drawings and the correction of errors and omissions in any standard, agree- ment, plan, study or drawing thereof without added compen- sation. SECTION IX. NOTICES. Any notices, standard, agreements, specification, drawing or other written communications from the Consultant to the County shall be considered delivered when posted by certi- fied mail or delivered in person to the Airport Director. Any notice, standard, agreement, specification, drawing or other communication from the County to the Consultant shall be considered delivered when posted by certified mail to the Consultant at the last address lefts on file with the County or delivered in person to said Consultant or his authorized representative. SECTION X. ABANDONMENT. In the event the County causes abandonment, cancellation, or suspension of a Project or parts thereof, the Consultant shall be compensated for all services rendered consistent with the terms of this Agreement up to the time the Con- sultant receives notice in writing of such abandonment, cancellation, or suspension. This compensation shall be determined on the basis of a percentage of the total services which have been performed at the time the Consultant receives such notice. SECTION XI. SUBLETTING. The Consultant shall not sublet, assign, or transfer any work under this Agreement without the written consent of 7 the County. When applicable, and upon receipt of such con- sent in writing, the Consultant shall cause the names of the firms responsible for the major portions of each sepa- rate specialty of the work to be inserted on the plans, specifications, reports, standards, and agreements. However, it is the mutual understanding of the County and the Consultant that any of the services provided under this agreement, which involve financial or management analysis, and airport master or environmental planning, will be per- formed by the Consultant's Associate firm of AVECON, Inc. (specifically Mr. Andrew Daniluk) but the responsibility for all of the services accomplished hereunder will still lie with the Consultant and payment therefor will be made to the Consultant in accordance with the terms here -in - before set forth. SECTION XII. WARRANTY. The Consultant warrants that he has not employed or re- tained any company or person, other than a bona fide em- ployee working solely for the Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Consultant any fee, commission, percentage fee, gifts, or any other considerations contin- gent upon or resulting from the award or making of the Contract. For breach or violation of this warranty, the County shall have the right to annul this contract without liability. SECTION XIII. CANCELLATION OF AGREEMENT. In the event that the Consultant willfully violates any provisions of this Agreement or performs same in bad faith or unnecessarily delays the performance of the work, the County may declare the Consultant in default and notify him in writing to discontinue further performance of the con- 0 tract. Payment shall then be made in accordance with Sec- tion X above. It is mutually understood and agreed, how- ever, that neither party hereto shall be held responsible for delay in performing hereunder when such delay is due to unforeseeable causes which cannot be reasonably forecast or against which provisions cannot be made, such as acts of God or a public enemy, fire, strikes, floods or legal acts of public authorities. SECTION XIV. ORDINANCES. The Consultant agrees to abide and be governed by Monroe County Ordinances which may have a bearing on the work in- volved in this Agreement. SECTION XV. FEDERAL GRANT DOCUMENTS. The Consultant agrees to maintain books, documents, papers and records which are directly pertinent to a specific grant program for the purpose of audits,; examination, ex- cerpts, and transcriptions by the County, the Federal Aviation Administration, the Comptroller General of the United States, or any duly authorized representative. Such books, documents, papers and records shall be maintained by the consultant for a period of three years after the County makes final payment for a specific federal grant program and all other pending matters are closed. SECTION XVI. ENTIRETY OF AGREEMENT. This writing embodies the entire Agreement and understand- ing between the parties hereto, and there are no other agreements and understandings, oral or written, with ref- erence to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this Agreement shall be valid unless made in writing and signed by both parties hereto. 0 SECTION XVII TITLE VI ASSURANCES During the performance of this contract, the consultant, for itself, its assignees and successors in interest (hereinafter referred to as the "consultant") agrees as follows: A. Compliance with Regulations. The consultant shall comply with the Regulations relative to nondis- criminaton 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 in- corporated by reference and made a part of this con- tract. B. 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 dis- criminaton prohibited by section 21.5 of the Regula- tions, including employment practices when the con- tract covers a program set forth in Appendix B of the Regulations. C. Solicitations for Subcontracts, Including Pro- curements of Materials and Equipment. In all so- licitations either by competitive bidding or negotia- tion made by the consultant for work to be performed under a subcontract, including procurements of mater- ials or leases of equipment, each potential subcon- tractor or supplier shall be notified by the consul- tant of the consultant's obligations under this con- 10 tract and the Regulations relative to nondiscrimina- tion on the grounds of race, color, or national ori- gin. D. Information and Reports. The consultant 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 Avia- tion 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 informaton, the consultant shall so certify to the sponsor or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance. In the event of the consultant's noncompliance with the nondiscrimi- nation provisions of this contract, the sponsor shall impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not lim- ited 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. F. Incorporation of Provisions. The consultant shall include the provisions of paragraphs A through E in every subcontract, including procurements of mate- rials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. 11 0 The consultant shall take such action with respect to any subcontract or procurement as the sponsor or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event a consultant becomes in- volved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direc- tion, the consultant may request the sponsor to enter into such litigaton to protect the interests of the sponsor and, in addition, the consultant may request the United States to enter into such litigaton to protect the interests of the United States. SECTION XVIII MINORITY BUSINESS ENTERPRISE (MBE) ASSURANCES A. Policy. It is the policy of the Department of Transportation (DOT) that minority business enter- prises as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of contracts financed in whole or inpart with Federal funds under this agreement. Consequently, the MBE requirements of 49 CFR Part 23 apply to this agree- ment. B. MBE Obligation. The consultant agrees to insure that minority business enterprises as defined in 49 CFR Part 23 have the maximum opportunity to par- ticipate in the performance of contracts and subcon- tracts financed in whole or in part with Federal funds provided under this agreement. In this regard, all consultants shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to insure that minority business enterprises have the maximum oppor- tunity to compete for and perform contracts. Con- sultants shall not discriminate on the basis of race, 12 color, national origin, or sex in the award and per- formance of DOT -assisted contracts. This Agreement, regardless of where executed, shall be governed by and construed according to the laws of the State of Florida. ST: ATTEST: Secretary MONR COUNTY Y' BR&R ASSOCIATES, Inc. By : W Patric ebull, President 13