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07/12/1982 AgreementBRANCH OFFICE 3117 OVERSEAS HIGHWAY MARATHON, FLORIDA 33050 TEL. (305) 743-9036 �a.lptE P. p1lite CLERK OF THE CIRCUIT COURT 16TH JUDICIAL CIRCUIT MONROE COUNTY, 500 WHITEHEAD STREET KEY WEST, FLORIDA 33040 RECORDER TEL. (305) 294-4641 COLLECTOR OF DELINQUENT TAXES BR&R Assoc., Inc. 3152 Coral Way Miami, Florida 33145 Attention: Mr. Pat Rebull Dear Sirs: July 21, 1982 BRANCH OFFICE P.O. BOX 379 PLANTATION KEY, FLORIDA 33070 TEL. (305) 852-9253 COUNTY CLERK COUNTY AUDITOR Post, Buckley, Schuh & Jernigan, Inc. #10 Palms Plaza Homestead, Florida 33030 Attention: Mr. Bob Harris The Board of County Commissioners at a regular meeting in for- mal session on July 12, 1982 adopted Resolution No. 185-1982 authorizing the Chairman of the Board of County Commissioners to execute Standard Form of Agreement by and between Owner and Engineer for professional services by and between the Board of County Commissioners of Monroe County, Florida and BR&R Assoc., Inc., and Post, Buckley, Schuh and Jernigan, Inc., a joint venture concerning the Upper Keys Airport Site Selection Study. Enclosed is a certified copy of said resolution. Also enclosed you will find a fully executed copy of the agreement for your records. Very truly yours, Ralph W. White Clerk of Circuit Court and ex officio Clerk Board of County Commissioners by Deputy Clerk /vp cc: Mr. Art Skelly, Airport Manager cc: File Enclosures This document has important legal consequences; consultation with an attorney is encouraged with respect to its completion or modification. STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT made as of July 12, , 198_ between The Roard of County Commissioners of Monroe County Florida B R & R. Associates, Inc.- PBSU , Inc.- A Joint Venture (OWNER) and (ENGINEER). OWNER intends to accomRl i sh an Upper Keys Airport Site Selection Study following permanent County General Aviation Facility to be established, all -pursuant to Board of County Commissioners motion passed on March 22, 1982 and Monroe County Resolution #127 1982 passed and adopted on April 5, 1982. (hereinafter called the Project). OWNER and ENGINEER in consideration of their mutual covenants herein agree in respect of the performance of professional engineering services by ENGINEER and the payment for those services by OWNER as set forth below. ENGINEER shall provide professional engineering services for OWNER in all phases of the Project to which this Agreement applies, serve as OWNER's professional engineering representative for the Project as set forth below and shall give professional engineering consultation and advice to OWNER during the performance of services hereunder. SECTION 1—BASIC SERVICES OF ENGINEER 1.2. Study and Report Pbase. After written authorization to proceed, ENGINEER shall: 1.1. General. 1.2.1. Consult with OWNER to clarify and define I.I.I. ENGINEER shall perform professional ser- OWNER's requirements for the Project and review vices as hereinafter stated which include customary available data. civil, structural, mechanical and electrical engineering services and customary architectural services inciden- 1.2.2. Advise OWNER as to the necessity of tal thereto. OWNER's providing or obtaining from others data or Page 1 of _29__pages services of the types described in paragraph 3.3, and act as OWNER's representative in connection with any such services. 1.2.3. Provide analyses of OWNER's needs, planning surveys, sine evaluations and comparative studies of prospective sites and solutions, as called for under Exhibit A attached and made a part hereof see also 8.1. 4. Providd. a general economic analysis NER's requirements applicable to various a� 1.2.5. pare a Report containing schema ' layouts, sketches an conceptual design criteria w' appropri- ate exhibits t indicate clearly the co iderations in- volved and th iternative soluti s available to OWNER and setts forth ENG1N R's 5ndings and recommendations w opinions probable costs for the Project, including onst tion Cost, contingen- cies, allowances for ch a of all pro>�ssionals and consultants, allowances fo a eost of land and rights - of -way, compensation f or ages to properties and interest and financing arges ( of which are herein- after called "Projec Costs"). 1.2.6. Furnls ve copies of the Rep'hC and prescht and review i n person with OWNER. The dut' and responsibilities of ENGINES during the St and Report Phase are amended ands pl¢- me d as indicated in paragraph 2 of Exhibit A " " r- t Description of Basic Engineering Service$ a elated Matters". -If authorized in writing by the OWNER to proceed subsequent to the completion of the site selection study called for under Exhibit A. the ENGINEER shall provide the services called for under 1.3 through 1.6.9. — 1.3. Preliminary Design Phase. (if authorized by OWNER). After written authorization to proceed with the Prelim- inary Design Phase, ENGINEER shall: 1.3.1. In consultation with OWNER and on the basis of the accepted Report, determine the extent of the Project. *called for under ExhibitA and the project app11- cation to be prepared and attached hereto. 1.3.2. Prepare preliminary design documents consist- ing of final design criteria, preliminary drawings and outline specifications, including environmental assessment and master plan study of the selected site. 1.3.3. Based on the information contained in the pre- liminary design documents, submit a revised opinion of probable Project Costs. 1.3.4. Furnish five copies of the above preliminary design documents and present and review them in per- son with OWNER. 1.3.5. ENGINEER shall provide surveying services as required for design purposes. and responsibt7ities of ENGINEER the =as mina ase are am Supple- menindicat�iin bitA " Fur- ther Dcscri sic Engineering Servi afters". 1.3.6. ENGINEER shall attend Pre -Design conference. 1.4. Final Design Phase. (if authorized by OWNER.) After written authorization to procted with the Final Design Phase, ENGINEER shall: 1.4.1. On the basis of the acct:pted preliminary design documents and the revised opinion of probable Project Cost, prepare for incorporation in the Contract Docu- ments final drawings to show the character and extent of the Project (hereinafter called "Drawings") and Specifications. 1.4.2. . Furnish to OWNER such documents and de- sign data as may be required for, and assist in the preparation of, the required documents so that OWNER may apply for approvals of such governmen- tal authorities as have jurisdiction over design criteria applicable to the Project, and assist in obtaining such approvals by participating in submissions to and ne- gotiations with appropriate authorities. 1.4.3. Advise OWNER of any adjustments to the lat- est opinion of probable Project Cost caused by changes in extent or design requirements of the Project or Con- struction Costs and furnish a revised opinion of prob- able Project Cost based on the Drawings and Specifi- cations. 1.4.4. Prepare for review and approval by OWNER, his legal counsel and other advisors contract agreement forms, general conditions and supplementary condi- tions, and (where appropriate) bid forms, invitations to bid and instructions to bidders, and assist in the preparation of other related documents. 1.4.5. Furnish ten copies of the above documents and present and review the_ m in person with OWNER. *(Documents are 'as -advertised' plans and specs.) and responsibilities of'ENGINEER d the Final Desl a amendedp emented as indicated in paragra "Further De- scription o ngineering Services an 1.5. Bidding or Negotiating Phase. (if authorized by OWNER.) After written authorization to proceed with the Bidding or Negotiating Phase, ENGINEER shall: Page 2 of _-24_page , 1.5.1. Assist OWNER in obtaining bids or negotiating proposals for each separate prime contract for con- struction, materials, equipment and services.- 1.5.2. Consult with and advise OWNER as to the acceptability of subcontractors and other persons and organizations proposed by the prime contractor(s) (hereinafter called "Contractor(s)") for those portions of the work as to which such acceptability is required by the bidding documents. 1.5.3. Consult with and advise OWNER as to the acceptability of substitute materials and equipment proposed by Contractor(s) when substitution prior to the award of contracts is allowed by the bidding doc- uments. 1.5.4. Assist OWNER in evaluating bids or proposals and in assembling and awarding contracts. s and responsibilities of ENGINEER daAlipme the Bidding o ting Phase n ed and supBitRedMartiers". dicat 5 of Exhibit A "Fn of Basic Engineering 1.5.5. ENGINEER shall attend Pre -Construction conference.. 1.6. Construction Phase. (if authorized by OWNER.) During the Construction Phase ENGINEER shall: 1.6.1. Consult with and advise OWNER and act as hie ri-nrL-sentativelh.Drovided in Articles 1 througb.+q ve, o tan General Condit' of action Contract No. 0-8, ( edition). ' and limitations of the du esponsibilities ity of ENGINEE assigne ' said Stanc it Condition not be modified, ept to provi in paragraph 6 of Exhibit A ' of Basic Engineering Services and Rel, fifers" and except as EN(iuNhhK may otherwise agree in writing. All of OWNER's instructions to Con- tractors) will be issued through ENGINEER who will have authority to act on behalf of OWNER to theeirten! except as otherwise provided in writing. 1.6.2. Make visits to the site at intervals appropriate to the various stages of construction to observe as an experienced and qualified design professional the prog- ress and quality of the executed work of Contractor(s) and to determine in general if such work is proceeding in accordance with the Contract Documents. ENGI- NEER shall not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of such work. ENGINEER shall not be re- sponsible for the means, methods, techniques, se- quences or procedures of construction selected by Contmctor(s) or the safety precautions and programs incident to the work of Contractot(s). ENGINEER's efforts will be directed toward providing a greater de- gree of confidence for OWNER that the completed work of Contractor(s) will conform to the Contract Documents, but ENGINEER shall not be responsible for the failure of Contractor(s) to perform the work in accordance with the Contract Documents. During such visits and on the basis of on -site observations ENGI- NEER shall keep OWNER informed of the progress of the work, shall endeavor to guard OWNER against defects and deficiencies in such work and may disap- prove or reject work failing to conform to the Contract Documents. 1.6.3. Review and approve (or take other appropriate action in respect of) Shop Drawings and samples, the results of tests and inspections and other data which each Contractor is required to submit, but only for conformance with the design concept of the Project and compliance with the information given in the Contract Documents (but such review and ap- proval or other action shall not extend to means, meth- ods, sequences, techniques or procedures of construc- tion or to safety precautions and programs incident thereto); determine the acceptability of substitute ma- terials and equipment proposed by Contractor(s); and receive and review (for general content as required by the Specifications) maintenance and operating instruc- tions, schedules, guarantees, bonds and certificates of inspection which are to be assembled by Contractor(s) in accordance with the Contract Documents. 1.6.4. Issue all instructions of OWNER to Contrac= toes); issue necessary interpretations and clarifications of the Contract Documents and in connection therewith prepare change orders as required; have authority, as OWNER's representative, to require special inspection or testing of the work; act as initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the work thereunder and make de- cisions on all claims of OWNER and Contractor(s) relating to the acceptability of the work or the inter- pretation of the requirements of the Contract Docu- ments pertaining to the execution and progress of the work; but ENGINEER shall not be liable for the results of any such interpretations or decisions rendered by him in good faith. 1.6.5. Based on ENGINEER's on -site observations as an experienced and qualified design professional and on review of applications for payment and the accom- Page 3 of _ZQ_pages parrying data and schedules, determine the amounts owing to Contractor(s) and recommend in writing pay- ments to Contractor(s) in such amounts; such recom- mendations of payment will constitute a representation to OWNER, based on such observations and review, that the work has progressed to the point indicated, that, to the best of ENGINEER's knowledge, infor- mation and belief, the quality of such work is in accor- dance with the Contract Documents (subject to an eval- uation of such work as a functioning Project upon Sub- stantial Completion, to the results of any subsequent tests called for in the Contract Documents, and to any qualifications stated in his recommendation), and that payment of the amount recommended is due Con- tractor(s); but by recommending any payment ENGI- NEER will not thereby be deemed to have represented that continuous or exhaustive examinations have been made by ENGINEER to check the.quality or quantity of the work or to review the means, methods, se- quences, techniques or procedures of construction or safety precautions or programs incident thereto or that ENGINEER has made an examination to ascertain how or for what purposes any Contractor has used the moneys paid on account of the Contract Price, or that title to any of the work, materials or equipment has passed to OWNER free and clear of any lien, claims, security -interests or encumbrances, or that Contrac- tors) have completed their work exactly in accordance with the Contract Documents. 1.6.6. Conduct an inspection to determine if the Proj- ect is substantially complete and a final inspection to determine if the work has been completed u#accor- dance with the Contract Documents and if each Con- tractor has fulfilled all of his obligations thereunder so that ENGINEER may recommend, in writing, final payment to each Contractor and may give written no- tice to OWNER and the Contractor(s) that the work is acceptable (subject to any conditions therein ex- pressed), but any such recommendation and notice shall be subject to the limitations expressed in para- graph 1.6.5. • substantial 1.6.7. ENGINEER shall not be responsible for the acts or omissions of any Contractor, or subcontractor, or any of the Contractor(s)' or subcontractors' agents or employees or any other persons (except ENGI- NEER's own employees and agents) at the site or oth- erwise performing any of the Contractor(s)' work; how- ever, nothing contained in paragraphs 1.6.1 thru 1.6.7, inclusive, shall be construed to release ENGINEER from liability for failure to properly perform duties un- dertaken by him in the Contract Documents. 1.6.8. ENGINEER shall prepare routine Change Orders as required. 1.6.9. Basic Services shall include those services identified as Additional Services in 2.1.12. Pa e 4 SECTION 2—ADDITIONAL SERVICES OF ENGINEER 2.1. General If authorized in writing by OWNER, ENGINEER shall furnish or obtain from others Additional Services of the following types which are not considered normal or customary Basic Services ided ,. these will be paid for by OWNER as indicated in Sec- tion 5. 2.1.1. Preparation of applications and supporting documents for governmental grants, loans or advances in connection with the Project; preparation or review of environmental assessments and impact statements; review and evaluation of the effect on the design re- quirements of the Project of any such statements and documents prepared by others; and assistance in ob- taining approvals of authorities having jurisdiction over the anticipated environmental impact of the Project. 2:1.2. Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information fur- nished by OWNER. 2.1.3. Services resulting from significant changes in extent of the Project or its design including, but not limited to, changes in size, complexity, OWNER's schedule, or character of construction or method of financing; and revising previously accepted studies, reports, design documents or Contract Documents when such revisions are due to causes beyond ENGI- NEER's control. 2.1.4. Providing renderings or models for OWNER's use. 2.1.5. Preparing documents for alternate bids re- quested by OWNER for Contractor{s)' work which is not executed or documents for out -of -sequence work. 2.1.6. Investigations involving detailed consideration of operations, maintenance and overhead expenses; providing Value Engineering during the course of de- sign; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and apprais- als; assistance in obtaining financing for the Project; evaluating processes available for licensing and assist- ing OWNER in obtaining process licensing; detailed quantity surveys of material, equipment and labor; and f 22 a es audits or inventories required in connection with con- struction performed by OWNER 2.1.7. Furnishing the services of special consultants for other than the normal civil, structural, mechanical and electrical engineering and normal architectural de- sign incidental thereto, such as consultants for interior design, furniture, furnishings, communications, acous- tics, kitchens and landscaping; and providing data or services of the types described in paragraph 3.3 when OWNER authorizes ENGINEER to provide such data or services in lieu of furnishing the same in accordance with paragraph 3.3. 2.1.8. Services resulting from the award of more sep- arate prime contracts for construction, materials, equipment or services for the Project than are contem- plated by paragraph 5.1.1.2, and services resulting from the arranging for performance by persons other than the principal prime contractors of services for the OWNER and administering OWNER's contracts for such services. 2.1.9. Providing any type of pt*rpe@@*4wW engineering surveys and staking to enable Contractor(s) to proceed with their work; and providing other special field surveys. - 2.1.10. Services in connection with change orders to reflect changes requested by OWNER if the resulting change in compensation for Basic Services is not com- mensurate with the additional services rendered, ser- vices after the award of each contract in evaluating substitutions proposed by Contractor(s), and in making revisions to Drawings and Specifications occasioned thereby, and services resulting from significant delays, changes or price increases occurring as a direct or indirect result of material, equipment or energy short- ages. 2.1.11. Services during out-of-town travel required of ENGINEER other than visits to the site as required by Section 1. 2.1.12. Preparing for OWNER, on request, a set of reproducible record prints of Drawings.sl?,e g hesw „(see 1.6.9.), 2.1.13. Additional or extended services during con- struction made necessary by (1) work damaged by fire or other cause during construction, (2) a significant amount of defective or neglected work of Contractor(s), (3) prolongation of the contract time of any prime con- tract by more than sixty days, (4) acceleration of the progress schedule involving services beyond normal working hours, and (5) default by Contractor(s). 2.1.14. Preparation of operating and maintenance manuals; protracted or extensive assistance in the uti- lization of any equipment or system (such as initial startup, testing, adjusting and balancing); and training personnel for operation and maintenance. 2.1.15. Services after completion of the Construction Phase, such as inspections during any guarantee period and reporting observed discrepancies under guarantees called for in any contract for the Project. 2.1.16. Preparing to serve or serving as a consultant or witness for OWNER in any litigation, public hearing or other legal or administrative proceeding involving the Project (except as agreed to under Basic Services). 2.1.17. Additional services in connection with the Project, including services normally furnished by OWNER and services not otherwise provided for in this Agreement. 2.2. Resident Services During Construction. 2.2.1. If requested by OWNER or recommended by ENGINEER and agreed to in writing by the other, a Resident Project Representative will be furnished,and will act as directed by ENGINEER in order to assist ENGINEER in observing performance of the work of Contractor(s). Such services will be paid for by OWNER as indicated in paragraph 5.1.2.4. 2.2.2. The duties and responsibilities and the limita- tions on the authority of the Resident Project Repre- sentative and assistants will be set forth in Exlvbit B which is to be identified, attached to and made a part of this Agreement before such services begin. 2.2.3. Through more extensive on -site observations of the work in progress and field checks of materials and equipment by the Resident Project Representative (if furnished) and assistants, ENGINEER shall en- deavor to provide further protection for OWNER against defects and deficiencies in the work of Con- tractor(s); but the furnishing of such resident Project representation will not make ENGINEER responsible for construction means, methods, techniques, se- quences or procedures or for safety precautions or programs, or for Contractors)' failure to perform their work in accordance with the Contract Documents. Page 5 of _ 29 _ pages t 2.2.4. If OWNER designates another person to rep- resent OWNER at the Project site who is not ENGI- NEER's agent or employee, the duties, responsibilities and limitations of authority of such other person and the effect thereof on the duties and responsibilities of ENGINEER under this Agreement will be set forth in an exhibit that is to be identified, attached to and made a part of this Agreement before such services begin. SECTION 3—OWNER'S RESPONSIBILITIES OWNER shall: 3.1. Provide all criteria and full information as to OWNER's requirements for the Project, including de- sign objectives and constraints, space, capacity and performance requirements, flexibility and expandabil- ity, and any budgetary limitations; and furnish copies of all design and construction standards which OWNER will require to be included in the Drawings and Specifications. 3.2. Assist ENGINEER by placing at his disposal all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Project. 3.3. Furnish to ENGINEER, as required for perfor- mance of ENGINEER's Basic Services (e-tie hfaiters"), data prepared by or services of others, in= eluding without limitation core borings, probings and subsurface explorations, , labo- ratory tests and inspections of samples, materials and equipment; appropriate professional interpretations of all of the foregoing; env iientnenfa4 property de- scriptions; zoning, deed and other land use restriction; and other special data or consultations not covered in Section 2; all of which ENGINEER may rely upon in performing his services. ovide field control surveys and establis erence poiHrT1w%d.JaVe lines (except to tent pro- vided otherwise in Ex t er Description of Basic Engineerin ces and Re tters") to enable to to proceed with the layout 3.5. Arrange for access to and make all provisions for ENGINEER to enter upon public and private prop- erty as required for ENGINEER to perform his services. 3.6. Examine all studies, reports, sketches, Draw- ings, Specifications, proposals and other documents presented by ENGINEER, obtain advice of an attor- ney, insurance counselor and other consultants as OWNER deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of ENGINEER. 3.7. Furnish approvals and permits from all govern- mental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the Project. 3.8. Provide such accounting, independent cost esti- mating and insurance counseling services as may be required for the Project, such legal services as OWNER may require or ENGINEER may reasonably request with regard to legal issues pertaining to the Project including any that may be raised by Contractor(s), such auditing service. as OWNER may require to ascertain how or for what purpose any Contractor has used the moneys paid to him under the construction contract, and such inspection services as OWNER may require to ascertain that Contractor(s) are complying with any law, rule or regulation applicable to their performance of the work. 3.9. Designate in writing a person to act as OWNER's representative with respect to the services to be ren- dered under this Agreement. Such person shall have complete authority to transmit instructions, receive in- formation, interpret and define OWNER's policies and decisions with respect to materials, equipment, ele- ments and systems pertinent to ENGINEER's ser- vices. 3.10. Give prompt written notice to ENGINEER whenever OWNER observes or otherwise becomes aware of any development that affects the scope or timing of ENGINEER's services, or any defect in the work of Contractor(s). 3.11. Furnish, or direct ENGINEER to provide, nec- essary Additional Services as stipulated in Section 2 of this Agreement or other services as required. 3.12. Bear all costs incident to compliance with the requirements of this Section 3. Page 6 of _21_pages SECTION 4—PERIOD OF S,RVICE 4.1. The provisions of this Section 4 and the various rates of compensation for ENGINEER's services pro- vided for elsewhere in this Agreement have been agreed to in anticipation of the orderly and continuous prog- ress of the Project through completion of the Construc- tion Phase. ENGINEER's obligation to render services hereunder will extend for a period which may reason- ably be required for the design, award of contracts and construction of the Project including extra work and required extensions thereto. 4.2. The services called for in the Study and Report Phase will be completed and the Report submitted within the stipulated period indicated in paragraph e. 1 . z. .. Sep -jogs &ad_R4W@-1 " after authorization to proceed with that phase of services. 4.3. After acceptance by OWNER of the Study and Report Phase documents indicating any specific mod- ifications or changes in the extent of the Project desired by OWNER, and upon written authorization from OWNER, ENGINEER shall proceed with the perfor- mance of the services called for in the Preliminary Design Phase, and shall submit preliminary design doc- uments and a revised opinion of probable Project Cost " after authorization to proceed with that phase of services. 4.4. After acceptance by OWNER of the Preliminary Design Phase documents and revised opinion of prob- able Project Cost, indicating any specific modifications or changes in the extent of the Project desired by OWNER, and upon written authorization from OWNER, ENGINEER shall proceed with the perfor- mance of the services called for in the Final Design Phase; and shall deliver Contract Documents and a revised opinion of probable Project Cost for all work of Contractor(s) on the Project .. FUMMr hers" after authorization to proceed with that phase of services. 4.5. ENGINEER's services under the Study and Re- port Phase, Preliminary Design Phase and Final Design Phase shall each be considered complete at the earlier of (1) the date when the submissions for that phase have been accepted by OWNER or (2) thirty days after the date when such submissions are delivered to OWNER for final acceptance, plus such additional time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction over design criteria applicable to the Project. 4.6. After acceptance by OWNER of the ENGI- NEER'S Drawings, Specifications and other Final De- sign Phase documentation including the most recent opinion of probable Project Cost and upon written au- thorization to proceed, ENGINEER shall proceed with performance of the services called for in the Bidding or Negotiating Phase. This Phase shall terminate and the services to be rendered thereunder shall be consid- ered complete upon commencement of the Construc- tion Phase or upon cessation of the negotiations with prospective Contractor(s) (except as may be otherwise required to complete the services called for in para- graph 6.2.2.5). 4.7. The Construction Phase will commence with the execution of the first prime contract to be executed for the work of the Project or any part thereof, and will terminate upon written approval by ENGINEER of final payment on the last prime contract to be com- pleted. Construction Phase services may be rendered at different times in respect of separate prime contracts if the Project involves more than one prime contract. 4.8. If OWNER has requested significant modifica- tions or changes in the extent of the Project, the time of performance of ENGINEER's services and his var- ious rates of compensation shall be adjusted appropri- ately. 4.9. If OWNER fails to give prompt written authori- zation to proceed with any phase of services after com- pletion of the immediately preceding phase, or if the Construction Phase has not commenced within teo calendar days (plus such additional time as may be required to complete the services called for under pars - graph 6.2.2.5) after completion of the Final Design Phase, ENGINEER may, after giving seven days' writ- ten notice to OWNER, suspend services -under this Agreement. 4.10. If ENGINEER's services for design or during construction of the Project are delayed or suspended in whole or in part by OWNER for more than three months for reasons beyond ENOINEER's control, ENGINEER shall on written demand to OWNER (but without termination of this Agreement) be paid as pro- vided in paragraph 5.3.2. If such delay or suspension extends for more than one year for reasons beyond ENGINEER's control, or if ENGINEER for any rea- son is required to render services more than one year Page 7 of —_2-c pages after Substantial Completion, the various rates of com- pensation provided for elsewhere in this Agreement shall be subject to renegotiation. 4.11. In the event that the work designed or specified by ENGINEER is to be performed under more than one prime contract, OWNER and ENGINEER shall, prior to commencement of the Final Design Phase, develop a schedule for performance of ENGINEER's services during the Final Design, Bidding or Negoti- ating and Construction Phases in order to sequence-. and coordinate properly such services as applicable to the work under such separate contracts. This schedule is to be prepared whether or not the work under such contracts is to proceed concurrently ," and the pro- visions of paragraphs 4.4 through 4.10 inclusive, will be modified accordingly. [The remainder of this page was left blank intentionally.] Page 8 of _ U- _ pages LUMP SUM METHOD OF PAYMENT SECTION 5—PAYMENTS TO ENGINEER 5.1. Methods of Payment for Services and Expenses of ENGINEER 5.1.1. For Basic Services. OWNER shall pay EN- GINEER for Basic Services rendered under Section g1.2 i Exhibit A as follows:A lump sum fee of $49.670.D0 including" reimbursable expenses for services provided under Subsection 1.2 only. I. One Prime Contract. If only one p r contract i ded for construction erials. equipment and serve the e e jest, a lump sum fee of S if the prime con- tract contains c us or incentives provi- sions fo tractor s)' basic compensation, a sm"fle-e of S 2. Several Prime Contracts. If more t one but e an separate prim tracts are awarded for ction, ma s, equipment and services for the enti ect, a lump sum fee of $ , if any plimr,,ccntract con- tains cost-p r incentive savings pro ' ' ns for s)' basic compensation, a lump sum 5.1.2. For Additional Services. OWNER shall pay ENGINEER for Additional Services rendered under Section 2 as follows: 5.1.2.1. General. For Additional Services ren- dered under paragraphs 2.1.1 through 2.1.17, inclu- sive (except services covered by paragraph 2.1.7 and services as a consultant*or witness under paragraph 2.1.16), on the basis of of --for services rendered by principals and employees assigned to the Project. *a mutually agreed upon Lump, Sum fee. 5.1.2.2. Special Consultants. For services and reimbursable expenses of special consultants em- ployed bX ENGINEER pursuant to paragraph 2.1.7 or 2.1.17, the amount billed to ENGINEER therefor times a factor of *a mutually agreed upon Lump Sum fee. 5.1.2.3. Serving as a Witness. For the services rendered by principals and employees as consultants or witnesses in any litigation, hearing or proceeding in accordance jith paragraph 2.1.16, at the rate of $ 500• per day or any portion thereof (but com- pensation for time spent in preparing to appear in •for each person. any such litigation, hearing or proceeding will be on the basis provided in paragraph 5.1.2.1). 5.1.2.4. Resident Project Services.'For i�es'tdent services during construction furnisher) tender para- 2h 2.2.1. ate asts o ayro Cost ac for serv' red by princi- and u -field offices in Ion- a mutually agreed upon Per Diem rate subject to FAA acceptance. 5.1.3. For Reimbursable Expenses. In addition to payments provided for in paragraph 5.1.2.3. OWNER shall pay ENGINEER the actual costs of all Reimbursable Expenses incurred in connection with all Bn3ie em Additional Services. 5.1.4. The terms "Payroll Costs" and "Reimbursable Expenses" will have the meanings assigned to them in paragraph 5.4 which appears on the reverse side of this page- 5.2. Times of Payments. - 5.2.1. ENGINEER shall submit monthly statements for Basic and Additional Services rendered and for Reimbursable Expenses incurred. The statements will be based upon ENGINEER's estimate of the propor- tion of the total services actually completed at the time of billing. OWNER shall make prompt monthly pay- ments in response to ENGINEER's monthly state- ments. 5.3. Other Provisions Concerning Payments. 5.3.1. If OWNER fails to make any payment due EN- GINEER for services and expenses within sixty days after receipt of ENGINEER's bill therefor, the amounts due ENGINEER shall include a charge at the rate of 1% per month from said sixtieth day, and in addition, ENGINEER may, after giving seven days' written notice to OWNER, suspend services under this Agreement until he has been paid in full all amounts due him for services and expenses. 5.3.2. In the event of termination by OWNER under paragraph 7.1 upon the completion of any phase of the Basic Services, progress payments due ENGINEER for services rendered through such phase shall consti- tute total payment for such services. In the event of such termination by OWNER during any phase of the Basic Services, ENGINEER will be paid for services rendered during that phase on the basis o for services rendered dur- *a mutually agreed upon Lump Sum fee. Page 9 of_24._page; ing that phase to date of termination by principals and employees assigned to the Project. In the event of any such termination, ENGINEER will be paid for all un- paid Additional Services and unpaid Reimbursable Ex- penses, plus all termination expenses. Termination ex- penses mean Reimbursable Expenses directly attrib- utable to termination, which shall include an amount computed as a percentage of total compensation for Basic Services earned by ENGINEER to the date of termination, as follows: 20% if termination occurs after commencement of the Preliminary Design Phase but prior to com- mencement of the Final Design Phase; or Mo if termination occurs after commencement of the Final Design Phase. 5.4. Definitions. 5.4.1. The Payroll Costs used as a basis for payment mean salaries and wages (basic and incentive) paid to all personnel engaged directly on the Project, including, but not limited to, engineers, architects, surveyors, designers, draftsmen, specification writers, estimators, other technical personnel, stenographers, typists and clerks; plus the cost of customary and statutory bene- fits including, but not limited to, social security contri- butions, unemployment, excise and payroll taxes, workers' compensation, health and retirement bene- fits, sick leave, vacation and holiday pay applicable thereto. For the purposes of this Agreement, the prin- cipals of ENGINEER and their hourly payroll costs are: $45.00 / Hr. The amount of customary and statutory benefits of all other personnel will be considered equal to 37 q of salaries and wages. 5.4.2. Reimbursable Expenses mean the actual ex- penses incurred directly or indirectly in connection with the Project for. transportation and subsistence incideptal thereto: btaining bids or pro In Contrac an nulg field office facilities; subs' trans . en resentatives and their assi trnts- toll tele- phone calls and telegrams; reproduction of reports, Drawings, Specifications, and similar Project -related items in addition to those required under Section 1; and, if authorized in advance by OWNER, overtime work requiring higher than regular rates. *(applicable to Section 5.1.2.) [The remainder of this page was left blank intentionally.] Page 10of_24_pages SECTION 6—CONS17RUCTI0N COST AND OPINIONS OF COST 6.1. Construction Cost. The construction cost of the entire Project (herein re- ferred to as "Construction Cost") means the total cost of the entire Project to OWNER, but it will not include ENGINEER's compensation and expenses, the cost of land, rights -of -way, or compensation for or damages to, properties unless this Agreement so specifies, nor will it include OWNER's legal, accounting, insurance counseling or auditing services, or interest and financ- ing charges incurred in connection with the Project. (Construction Cost is one of the items comprising Proj- ect Costs which is defined in paragraph 1.2.5.] When Construction Cost is used as a basis for payment it will be based on one of the following sources with prece- dence in the order listed for work designed or specified by ENGINEER: 6.1.1. For completed construction work the total costs of all work performed as designed or specified by ENGINEER. 6.1.2. For work. designed or specified but not con- structed, the lowesi bona fide bid received from a qual- ified bidder for such work; or, if the work is not bid, the lowest bona fide negotiated proposal for such work. 6.1.3. For work designed or specified but not con- structed upon which no such bid or proposal is re- ceived, the most recent estimate of Construction Cost, or, if none is available, ENGINEER's most recent opinion of probable Construction Cost. Labor furnished by OWNER for the Project will be included in the Construction Cost at current market rates including a reasonable allowance for overhead and profit. Materials and equipment furnished by OWNER will be included at current market prices. No deduction is to be made from ENGINEER's compen- sation on account of any penalty, liquidated damages, or other amounts withheld from payments to Contrac- torW. 6.2. Opinions of Cost. 6.2.1. Since ENGINEER has no control over the cost of labor, materials, equipment or services furnished by others, or over the Contractor(s)' methods of deter- mining prices, or over competitive bidding or market conditions, his opinions of probable Project Cost and Construction Cost provided for herein are to be made on the basis of his experience and qualifications and represent his best judgment as an experienced and qual- ified professional engineer, familiar with the construc- tion industry; but ENGINEER cannot and does not guarantee that proposals, bids or actual Project or Con- struction Cost will not vary from opinions of probable cost prepared by him. If prior to the Bidding or Nego- tiating Phase OWNER wishes greater assurance as to Project or Construction Cost he shall employ an inde- pendent cost estimator as provided in paragraph 3.8. 6.2.2. If a Construction Cost limit is established by written agreement between OWNER and ENGI- NEER, the following will apply: 6.2.2.1. The acceptance by OWNER at any time during the Basic Services of a revised opinion of probable Project or Construction Cost in excess of the then established cost limit will constitute a cor- responding revision in the Construction Cost limit to the extent indicated in such revised opinion. 6.2.2.1 Any Construction Cost limit so established will include a contingency of ten percent unless an- other amount is agreed upon in writing. 6.2.2.3. ENGINEER will be permitted to deter- mine what materials, equipment, component sys- tems and types of construction are to be included in - the Drawings and Specifications and to make reason- able adjustments in the extent of the Project to bring it within the cost limit. 6.2.2.4. If the Bidding or Negotiating Phase has not commenced within six months after completion of the Final Design Phase, the established Construction Cost limit will not be binding on ENGINEER, and OWNER shall consent to an adjustment in such cost limit commensurate with any applicable change in the general level of prices in the construction indus- try between the date of completion of the Final De- sign Phase and the date on which proposals or bids are sought. 6.2.2.5. If the lowest bona fide proposal or bid ex- ceeds the established Construction Cost limit, OWNER shall (1) give written approval to increase such cost limit, (2) authorize negotiating or rebidding the Project within a reasonable time, or (3) cooperate in revising the Project's extent or quality. In the case of (3), ENGINEER -shall, without additional charge, modify the Contract Documents as necessary to bring the Construction Cost within the cost limit. The providing of such service will be the limit of ENGINEER's responsibility in this regard and, hav- Page 11 of _n —pages ing done so, ENGINEER shall be entitled to pay- ment for his services in accordance with this Agree- ment. SECTION 7--GENERAL CONSIDERATIONS 7.1. Termination. The obligation to provide further services under this Agreement may be terminated by either party upon seven days' written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminat- ing party. 7.2. Reuse of Documents. All documents including Drawings and Specifications prepared by ENGINEER pursuant to this Agreement are instruments of service in respect of the Project_ They are not intended or represented to be suitable for reuse by OWNER or others on extensions of the Proj- ect or on any other project. Any reuse without written verification or adaptation by ENGINEER for the spe- cific purpose intended will be at OWNER's sole risk and without liability or legal exposure to ENGINEER; and OWNER shall indemnify and hold harmless EN- GINEER from all claims, damages, losses and ex- penses including attorneys' fees arising out of or re- sulting therefrom. Any such verification or adaptation will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER 7.3. Controlling Law. This Agreement is to be governed by the law of the County of Monroe and the State of Florida. 7.4. Successors and Assigns. 7.4.1. OWNER and ENGINEER each binds himself and his partners, successors, executors, administra- tors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, ex- ecutors, administrators, assigns and legal representa- tives of such other party, in respect to all covenants, agreements and obligations of this Agreement. 7.4.2. Neither OWNER nor ENGINEER shall as- sign, 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 without the written consent of the other, except as stated in paragraph 7.4.1 and except to the extent that 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 responsi- bility under this Agreement. Nothing contained in this paragraph shall prevent ENGINEER from employing such independent consultants, associates and subcon- tractors as he may deem appropriate to assist him in the performance of services hereunder. 7.4.3. Nothing herein shall be construed to give any rights or benefits hereunder to anyone other than OWNER and ENGINEER [The remainder of this page was left blank intentionally.] Page 12 of --?!!—pages 7.S. Arbitration- 7.5.1. All claims, counterclaims, disputes and other matters in question between the parties hereto arising out of or relating to this Agreement or the breach thereof wr11 be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association then obtaining, sub- ject to the limitations and restrictions stated in para- graphs 7.5.3 and 7.5.4 below. This Agreement so to arbitrate and any other agreement or consent to arbi- trate entered into in accordance herewith as provided in this paragraph 7.5 will be specifically enforceable under the prevailing arbitration law of any court having jurisdiction. 7.5.2. Notice of demand for arbitration must be filed in writing with the other parties to this Agreement and with the American Arbitration Association. The de- mand must be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event may the demand for arbitration be made after institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. 7.5.3. All demands for arbitration and all answering statements thereto which include any monetary claim must contain a statement that the total sum or value in controversy as alleged by the party making such demand or answering statement is not more than $200,000 (exclusive of interest and costs). The arbitra- tors will not have jurisdiction, power or authority to consider, or make findings (except in denial of their own jurisdiction) concerning, any claim, counterclaim, dispute or other matter in question where the amount in controversy thereof is more than $200,000 (exclusive of interest and costs) or to render a monetary award in response thereto against any party which totals more than $200,000 (exclusive of interest and costs). 7.5.4. No arbitration arising out of, or relating to, this Agreement may include, by consolidation, joinder or in any other manner, any person or entity who is not a party to this Agreement. 7.5.5. By written consent signed by all the parties to this Agreement and containing a specific reference hereto, the limitations and restrictions contained in paragraphs 7.5.3 and 7.5.4 may be waived in whole or in part as to any claim, counterclaim, dispute or other matter specifically described in such consent. No con- sent to arbitration in respect of a specifically described claim, counterclaim, dispute or other matter in question will constitute consent to arbitrate any other claim, counterclaim, dispute or other matter in question which is not specifically described in such consent or in which the sum or value in controversy exceeds $200,000 (ex- clusive of interest and costs) or which is with any ,party not specifically described therein. 7.5.6. The award rendered by the arbitrators will be final, not subject to appeal and judgment may be en- tered upon it in any court having jurisdiction thereof. (The remainder of this page was left blank intentionally.] Page 13 of _22_pages [This page was left blank intentionally.] Page 14 of 29 _ pages Revised 4110/79 SECTION 8—SPECIAL PROVISIONS, EXHIBITS and SCHEDULES. 8.1. This Agreement is subject to the following special provisions. 8.1.1.ENGINEER shall prepare the Site Selection Study Report and related additional services, if authorized by OWNER, consistent with FDOT and FAA procedures and criteria. 8.1.2. The services called for under the Study and Report Phase shall be completed in accordance with a schedule to be agreed to in writing by the parties hereto. 8.1.3. The services called for under subsections 1.3; 1.4; 1.5 and 1.6, if, as and when authorized by OWNER shall be the subject of mutually agreed upon scope.of service statements stipulating lump sum fees by element for ENGINEER'S services as supplementary agreements hereto and, to that extent, this agreement shall be considered a continuing contract with respect thereto. 8.2. The following Exhibits are attached to and made a part of this Agreement: 8.2.1. Exhibit A "Scope of Services, Upper Keys Airport Site Selection Study." 8.2.2. Exhibit B "Duties, Responsibilities and Limitations of Authority of Resident Project Representative" consisting of 2 pages. 8.2.3. Exhibit C "Title VI Assurances" is attached and made a part of this Agreement. 8.2.4. Exhibit D "Minority Business Enterprise (MBE) Assurances" is attached and made a part of this Agreement. 8.2.5. Exhibit E "Certification of Engineer" is attached and made a part of this Agreement. 8.3. This Agreement (consisting of pages 1 to 29 , inclusive), together with the Exhibits and schedules identified above constitute the entire agreement between OWNER and ENGINEER and supersede all prior written or oral understandings. This Agreement and said Exhibits and schedules may only be amended, supplemented, modified or cancelled by a duly executed written instrument. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day and year first above written. OWNER: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS C-e 1007 Chairmal►8'E���. 6p�a 14.y ATTEST: *1k ENGINEER: BR&R Associates, Inc. - PBS&J, Inc. A Joint Venture By: BR&R Associates, Inc. Date /lam% / 7, B PBS&J , Date Alftlo WALTER L. REVELL PRESIDENT Page L5- of _21- pages i 5�fZ Z— EXHIBIT A SCOPE OF SERVICES UPPER KEYS AIRPORT SITE SELECTION STUDY I. Facility Requirements 1.1 Inventory 1.2 Refine Forecasts 1.3 Determine Facility Requirements 1.4 Facility Development Costs IL Inventory Study Area 21 Aerial Photos/Remote Sensing 2.2 Site Identification 2.3 Layout Sites IIl. Evaluate Sites 31 Costs 3.2 Airspace 3.3 Capacity 3.4 Accessibility 3.5 Environmental 3.6 Other Considerations IV. Document Selected Site 4.1 Site Selection Report V. Coordination with Local, State and Federal Agencies, and the Public 5.1 Agency Liaison 5.2 Public Involvement - PagelfLof 29 Pages WORK SCOPE UPPER KEYS AIRPORT SITE SELECTION STUDY This study is being performed to identify a proposed location for a new General Utility Airport in the Upper Keys, required to replace inadequate existing facilities. The Florida Aviation System Plan (FASP) identified the need to replace Port Largo, since it cannot be expanded to meet aviation needs in the Upper Keys and the existing facility is considered unsafe by many users. The owners of the private Ocean Reef Flight Strip have also indicated a desire to close their facility provided a public airport in the Upper Keys becomes available. It is therefore well established that the Upper Keys are without adequate aviation facilities to serve the existing public need and certainly this geographic area cannot presently accomodate the growth in the number of small aircraft users that is anticipated to occur in the near future. The following is a work scope for an airport site selection study based upon FAA guidelines. I. FACILITY REQUIREMENTS This task establishes the need for a new facility and the various requirements necessary to serve aviation and the community. 1-1 Inventory An inventory of existing aviation facilities, existing and forecast activity, etc. is first accomplished. 1.2 Refine Forecasts Since the most current aviation demand forecast for the - Upper Keys are more than five years old, they will be refined and updated based upon recent demographic and aviation trends. Forecasts of activity and based aircraft by type will be determined. 1.3 Determine Facility Requirements Based upon the refined forecasts, facility requirements such as runway length and width, aircraft parking apron, taxiways, hangars and ground access will be determined. Gross land area requirements will be calculated which will be used in identifiying potential airport sites. 1.4 Facility Development Costs Preliminary capital costs required to develop the facility based upon computed requirements will be first determined. These costs are refined as the study progresses and specific sites are evaluated. Page 17of 29 Pages ♦_ I B. INVENTORY STUDY -AREA A search -of the Upper Keys for potential airport sites is accomplished in this phase of the study. Because of the limited developable land in the Keys only a few sites would be expected to be identified. 21 Aerial Photography and Remote Sensing The Florida Department of Transportation will be requested to provide aerial photos and remote sensing analysis which will identify subsurface conditions, vegetation, soils, etc. Such material will be used in the initial search for potential sites. 2.2 Site Identification Based upon preliminary analysis of sites, environmental factors, costs, land ownership, etc., potential airport sites will be identified for the more detailed investigation. This stage of the analysis takes place in the office with relatively little field contact. More intense field analysis is required as specific sites are evaluated. 2.3 Layout Sites As specific sites are identified, required facilities are layed out on aerial photographs of each for use in the field investigations. Thus the proposed location of runways, taxiways, structures, etc. will be known to the evaluation team for each specific site. III. EVALUATE ALTERNATE SITES Additional evaluation of each site will be performed against various factors. These factors are used for comparison purposes to select the optimum site for the development of a new General Utility Airport in the Upper Keys. 3.1 ' Costs All individual site layouts will be evaluated for construction costs by adding the basic facility costs to those peculiar to each site. The basic facility costs will include the constant costs related to the airfield and terminal area. Individual site costs will include the variable costs related to the land, airfield, hangar area, utilities, etc. Unit costs will be developed for estimating purposes by averaging the results from Florida DOT bid tabs for the six month prior to accomplishment of this task. 3.2 Airspace An airspace analysis of each site will be developed to determine compatibility with enroute and terminal airspace within the region. Conflicts with surrounding airports will be thoroughly examined. Imaginary surfaces will be depicted for each site as prescribed in FAR Part 77. Areas under the Part 77 surfaces will be reviewed for compatibility, and potential obstructions will be identified. All airspace evaluations will be coordinated with the FAA prior to submittal of the final airspace reports. Page 1g of 29 Pages C) 3.3 Capacity L� a. Comparative evaluation of airfield capacities will be made for each site. Constraints on ultimate capacity, due to potential airspace conflicts, will be quantified. b. Where differences occur among sites, comparative capacity evaluations will be made of hangar areas, aviation operating areas, and highway access systems. 3.4 Accessibility Determinations will be made of each site's accessibility to the users. Driving time contour maps will be developed for each site. Data collected during the inventory phase of this plan will be used to evaluate the proximity to aviation users, population centers, commercial centers, etc. 3.5 Environmental Environmental evaluations will be performed for each site to determine relative advantages and/or disadvantages in seven primary areas of concern. The areas of- evaluation are categorized as follows: a. Noise b. Air Quality c. Water Quality d. Vegetation e. Wildlife f. Wetlands g. Secondary affects; to include affects on urbanization, economic growth, public facilities, public transporation, public housing, etc. 3.6 Other Considerations This task encompasses other considerations not included in the general categories of Task 3.1 through Task 3.5. These considerations will be of a nature which is difficult to quantify but which can affect the quality of a site. To illustrate, a brief list of possible consideration is given below: - Potential for effective land use controls - Ease of land purchasing or acquisition - Easments or encumbrances on property - Site expandability, both laterally and longitudinally - Encouragement of desirable urban growth trends. - Compatability of site(s) with land use and transportaion elements of the County's comprehensive plan. A review meeting will be held to include a visit to all sites under evaluation by the technical team with State Agency, FAA and local officials involved in environmental regulations at the completion of Tasks 3.1 - 3.6 and prior to preparation of environmental sections of the report. Page 19 of 2�ages IV. DOCUMENT SELECTED SITE 4.1 Site Selection Report A comprehensive site selection. report will be prepared to document the results of Tasks I through M. The report will contain necessary figures, maps, charts, graphs, and illustrations to fully substantiate the evaluations and conclusion of the site selection analysis. Complete discussion of the estimated cost, airspace, capacity, accessibility, environmental and other considerations for each site will be included in the Site Selection Report while the Summary Report will contain a summary of the characteristics of the selected site. The report will contain graphics which can be easily photographed for slide presentations. V. COORDINATION WITH LOCAL, STATE AND FEDERAL AGENCIES AND THE PUBLIC 5.1 Agency Liaison Throughout the development of the site selection study, close coordination will be maintained with the FAA, the FDOT, the Board of County Commissioners, the Upper Keys Airport Advisory Committee, and the County Airport Director. 5.2 Public Involvement - At the conclusion of Tasks I through His a minimum of two public workshop meetings for purposes of obtaining input from interested citizens and groups on all identified alternative sites will be held in the Upper Keys with appropriate media announcements of timing and location. Specific invitations will be extended to the Upper Keys Citizens Association, the Upper Keys and Islamorada Chambers of Commerce, the Izaak Walton League, Keys Chapter, the Florida Keys Citizens Coalition, the Florida Keys Chapter of the Audobon Society, the Taxpayers League of the Florida Keys and any other concerned organizations. Additional workshop meetings as desired or called for by the County will constitute extra work to be paid for on a time and out-of-pocket expense basis. Page,ZD__of 2g Pages �,_ r V,_: I IV. DOCUMENT SELECTED SITE 4.1 Site Selection Report A comprehensive site selection report will be prepared to document the results of Tasks I through III. The report will contain necessary figures, maps, charts, graphs, and illustrations to fully substantiate the evaluations and conclusion of the site selection analysis. Complete discussion of the estimated cost, airspace, capacity, accessibility, environmental and other considerations for each site will be included in the Site Selection Report while the Summary Report will contain a summary of the characteristics of the selected site. The report will contain graphics which can be easily photographed for slide presentations. V. COORDINATION WITH LOCAL, STATE AND FEDERAL AGENCIES AND THE PUBLIC 5.1 Agency Liaison Throughout the development of the site selection study, close coordination will be maintained with the FAA, the FDOT, the Board of County Commissioners, the Upper Keys Airport Advisory Committee, and the County -Airport Director. 5.2 Public Involvement At the conclusion of Tasks I through III, a minimum of two public workshop meetings for purposes of obtaining input from interested citizens and groups on all identified alternative sites will be held in the Upper Keys with appropriate media announcements of timing and location. Specific invitations will be extended to the Upper Keys Citizens Association, the Upper Keys and Islamorada Chambers of Commerce, the Izaak Walton League, Keys Chapter, the Florida Keys Citizens Coalition, the Florida Keys Chapter of the Audobon Society, the Taxpayers League of the Florida Keys and any other concerned organizations. Additional workshop meetings as desired or called for by the County will constitute extra work to be paid for on a time and out-of-pocket expense basis. Page 21 of 2�ages ' sclro�ula�ut txt;tttitDts �tat�1 nr• Exhibit `c B" to Standard Form of Agreement Betwe en Owner and Engineer for Professional Services (NSPE 1910-1, 1970 Edition) Duties, Rcsponstbilities and Limitations of the Authority of Resident Project Representative cmc[ML Res;dcot Project Representative is ENGINEER's Agent and will ad as directed by and under the supervision of ENGINEER He will confer with ENGINEER regarding his actions. His dealings in matters pertaining to the on -site Work shall in general be only with ENGINEER and CONTRACTOR- His dealings with subcontractors shall only be through or with the full knowledge of CONTRACTOR or his superintendenL He will generally communicate with OWNER only through or as directed by ENGINEER. Duties and Respoasribw6es. Resident Project Reprcscntative will: 1. Schedules: Review the progress schedule. schedule of Shop Drawing submissions and schedule of values prepared by CONTRACTOR and consult with ENGINEER concerning their acceptability. 2. C'oa/crnces Attend p reconstruction conferences. Arrange a schedule of progress meetings and other job conferences as required in consultation with ENGINEER and notify those expected to attend in advance. -At- tend meetings, and maintain and circulate copes of minutes thereof. 3' Liaison. working throe CONTRACTOR's superin- ,crve as ENGINEER s liaison with CONTRACTOR. g tendent and assist him in understanding the intent of the Contrail Documents. Assist ENGINEER in serving as OWNER's liaison with CONTRACTOR when CONTRACTOR's operations affect OWNER's on -site open- - hone assist in obtaining from OWNER additional details or information. when b. As requested by ENGINEER. required at the job site for proper execution of the Work. �, Alert CONTRACTOR directly and through his superintendent, to the hazards involved in accepting or ,d- ing upon instructions from OWNER or others, except instructions transmitted through ENGINEER of himselL 4. Shop Drawings and Sampler• a- Receive and rzrd date of receipt of Shop Drawings and samples which have been approved by ENGI- ro NEF-R- furnished at the site by CONTRACTOR for ENGINEER'S approval, and no- b. Receive samples which arc tify ENGINEER of their availability for examination. c- Advise ENGINEER and CONTRACTOR or his superintendent immediately of the commencement of any Work requiring a Shop Drawing or sample submission if the submission has not been approved by ENGI- NEER. 3. Review of Work, Rejection of Defective Work, Inspectionx and Testes a. Conductcct in accordanceowithns of thethe Contract Documents and that co petted rWork will rconforrmng that �to thehe ,M- is prvcacdiag in quirements of the Contract Documents at a Documents - never he believes t b. Report to ENGINEER whehny Work is unsatisfactory, faulty or defective or does not conform to the requirements of the Contract Documcnu, or doe not mezi the requirements of any inspections. tests or approval required to be made; and advise ENGINEER when he believes Work should be corrected or rejected or should be uncovered for observation, or requires special testing or inspection. L Verify that fats, equipment and systems startups and operating and maintenance instructions are conducted cr of the asrequired by the Crecords thereof; f; obscrvc, record and reportrtouENGINNEER apP Pnate detathat ilsCTO relative to rosts and in prcscn in arms adcq the test procedure and stirrups. tV-'i ��Sir�' of PmfP�ibe s+�f:Z�2ye k. x.w_ Wubiaston. D.0 2l)006 . rcmrd the ou-Lmme of these inspections and report to ENGINEER- 6, -InterpretadDn d/ Contract Documents: ,Transmit to CONTRACTOR ENGINEER's clarifications and interpm- rations of the Contract Documents- 7. Modifications: Consider and evaluate CONTRACTOR's suggestions for modifications in -Drawings or Specifi- cations and report them with recommendations to ENGINEER - d. Rccordr a. Maintain at the job site orderly files for correspondence. reports of job conferences, shop drawings and samples submissions, reproductions of original Contract Documents including all addenda, change orders. field orders, additional Drawings issued subsequent to the execution of the Contract, ENGINEER's clarifications and interpretations of the Contract Documents, progress reports. and other Project related documents. b. Keep a diary or log book. recording huu" on the job site. weather conditions, data relative to questions of ,extras or deductions, list of visiting officials, daily activities, decisions. observations in general and specific obser- vations in more dcul as in the case of observing test procedures_ Send topics to ENGINEER C. Record names, addresses and telephone numbers of all CONTRACTORS, subcontractors and major sup- pliers of equipment and materials. 9. Reporw - s_ Furnish ENGINEER periodic reports as required of progress of the Work and CONTRACTOR's compliance With the approved progress schedule and schedule of Shop Drawing submissions. b. Consult with ENGINEER in advance of scheduled major tests, inspections or start of important phases of the work. 10. Payment Regaisitivns. Review appl;cafions for payment with CONTRACTOR for compliance with the cstab- rished procedure for their submission and forward them with recommendations to ENGINEER, noting par- -6cularly tbar relation to the schedule of values. Rork completed and materials and equipment delivered at the _ site. - 11. Guarantees, Certificates, Maintenance and Oprratinn Manuals: During the course of the Work, verify that guar- antees, certificates, maintenance and operation manuals and other data required to be assembled and furnished by CONTRACTOR arc applicable to the items actually installed; and deliver this material to ENGINEER for bis review and -forwarding to OWNER prior to final acceptance of the Project 12- Completion_- i Before ENGINEER issues a Certificate of Substantiat Completion. submit to CONTRACTOR a list of ob- served items requiring correction. - - - - - b. Conduct final irnpection in the c ftpany of ENGINEER. OWNER and CONTRACTOR and prepare a final tut of items to be corrected. c- Vcrify that all items on final fist have been corrected and make recommendations to ENGINEER concerning acrcptancc - UmUz6ons of Authority.. - Except upon written instructions of ENGINEER, Resident Project Reprc3ent2tive: 1. Shall not authorize any deviation from the Contract Documents or approve any substitute materials or equip- ment . : - 2. Shan not under!21C any of the r-sporuibilitics of CONTRACTOR. subcontractors or CONTRACTOR's superin- tcndcnL 3. Shall not capaditc Work for the CONTRACTOR- 4- Shall not adv-ise on or issue directions relative to any aspect of the means, methods. techniques. sequences or pro- eedurm of construction unless such is spccifiwily called for in the Contract Documents. S. Shan not advise on or issue directions as to safety precautions and programs in canncction with the Work- 6. Shall not autborize OWNER to occupy the Project in whole or in put- - T Shall not pnrvapatt in spe:6aliznd field or laboratory tots. Page 23 of 29 pages T1TLE VI ASSURANCES During the. performance of this contract, the Engineer, for itself, its assignees and successors in interest agrees as follows: A. Compliance with Regulations. The Engineer 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 -Agreement. B. Nondiscrimination. The Engineer, with regard to the work performed by it during the Agreement, 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 Engineer shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the Agreement covers a program set forth in Appendix B of the Regulations. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations either by competitive bidding or negotiation made by the Engineer for work to be performed under a sub— contract, including procurements of materials of leases of equipment, each potential subcontractor or supplier shall be notified by the Engineer of the Engineer's obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. D. Information and Reports. The Engineer shall provide all information and reports required by the. Regulations 'or directives issued pursuant Exhibit C Page 24 of 2�ages thereto'and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determinated by the sponsor (Owner) or the Federal Aviation Administration (FAA) to be pertinent':to arcm- tain compliance with such Regulations, of]deri, and intructions. Where any information required of a contractor is in the exclusive pos— session of another who fails or refuses to furnish this information, the Engineer shall so certify to the sponsor (Owner -)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 Engineer's non— compliance with the nondescrimination provisions of the Agreement, the sponsor (Owner) shall impose such contract sanctions as it or the FAA may determine to be appropriate including, but not limited to: (1) withholding of ,payments to the -Engineer under the Agreement until the Engineer complies, and /or (2) cancellation, termination, or suspension of the Agreement, in whole or in part. F. Incorporation of Provisions. The Engineer shall include the provisions of paragraphs A through E in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The Engineer shall take such action with respect to any subcontract or procurement as the sponsor (owner) or the FAA may direct is a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event the Engineer becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the Engineer may request the Exhibit C Page 25 of 29 Pages the -sponsor (Owner) to enter into such litigation to protect the interests of the sponsor (Owner) and, in addition, the Engineer may request the United States to enter into such litigation to protect the interests. of the United States. Exhibit C Page 26 of 29ages MINORITY BUSINESS ENTERPRISE (MBE) ASSURANCES A. Policy. It is the policy of the Department of Transportation (DOT) that minority business enterprises as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this. Agreement. Consequently, the MBE requirements of 49 CFR Part 23 apply to this Agreement. B. MBE Obligation. The Engineer agrees to insure that minority 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, the Engineer shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to insure that - minority business enterprises have the maximum opportunity to - compete for and perform contracts. The Engineer shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of DOT -assisted contracts. Exhibit D - Page_27_of 29 Pages i UPPER KEYS AIRPORT SITE SELECTION STUDY STA1E FLORIDA CERTIFICATION OF ENGINEER I hereby certify that I am the . President and duly authorized representative of the firm of RR F, R 4Sanriare4;. Tnc , whose address is 11,;? rn-•al TJa-. W; M,; Flnrida 331ZA , and that neither I nor the above firm I here represent has: (a) employed or retained for a couunission, percentage. ,brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above 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 with 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 me or the above consultant) any fee, contribution, donation, or consideration of any kind for, or in connection jith, procuring or carrying out the contracts; except as here expressly stated (if any): have acknowledge that this certificate is to be furnished to the Federal ►vition Administration of the United States' Department of Transportation, _n connection with this contract involving participation of Airport levelopment Aid Program (ADAP) funds and is subject to applicable state nd,Federal laws, both criminal and civil. Date �r Patrick . Rebul , P.E. President Exhibit E - Page 28of 29 pages- UPPER KEYS AIRPORT SITE SELECTION STUDY STATE FLORIDA CERTIFICATION OF ENGINEER I hereby certify that I am. the ASST. SECRETARY and duly authorized representative of the firm of PBSJ, INC. , whose address is 6850 SW 40th. Street, Miami, Fla. 33155 and that neither I' nor the above firm I here represent has: (2) 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 me or the above 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 with carrying out the contract, or (c) paid or agreed tti pay to any firm, organization, or person (other than a bona fide employee working solely for me or the above consultant) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out the contracts; except as here expressly stated (if any): - • I have acknowledge that this certificate is to be furnished to the Federal Avition Administration of the United States' Department of Transportation, in -connection with this contract involving participation of Airport - Development Aid Program (ADAP) funds and is subject to applicable state and, Federal laws, both criminal and civil_ 1671 l of 2l EO GE E. PERRIN ASST. SECRETARY Exhibit E n__ 1)n _r nn