03/16/2011 ContractDANNY L. KOLHA GE
CLERK OF THE CIRCUIT COURT
DATE: March 21, 2011
TO: Christine Hurley, Director
Growth Management Division
ATTN: Mayra Tezanos
Executive Assistant
FROM: Isabel C. DeSantis, D.C.
At the March 16, 2011, Board of County Commissioner's meeting, the Board granted
approval and authorized execution of the following:
Item J3 Professional Services contract with URS Corporation Southern (URS) to
develop a wayfinding program along the US 1 Florida Keys Scenic Corridor.
Enclosed is a duplicate original of each of the above - mentioned for your handling.
Should you have any questions, please do not hesitate to contact my office.
cc: County Attorney
Finance
File
Contract for Transportation Planning Services — URS Corporation Southern
CONTRACT FOR
PROFESSIONAL SERVICES
BETWEEN OWNER AND ENGINEER
THIS CONTRACT FOR PROFESSIONAL SERVICES BETWEEN OWNER AND
ENGINEER (the "Contract" or "Agreement ") is made and entered into by Monroe County
( "Owner" or "County"), a political subdivision of the State of Florida, whose address is 1100
Simonton Street, Key West, Florida 33040, its successors and assigns through the Monroe
County Board Of County Commissioners ( "BOCC "), and URS Corporation Southern, a
California corporation ( "Engineer "), whose address is 3343 W. Commercial Boulevard, Suite
100, Fort Lauderdale, FL 33309, its successors and assigns on the 16 day of February, 2011.
This contract is issued as a continuing contract pursuant to Florida Statute 287.055(2) (g). The
professional services required by this Contract are to be rendered for projects in which the
estimated construction costs of each individual project under the contract does not exceed Two
Million Dollars ($2,000,000.00), or for study activity if the fee for professional services for each
individual study under the contract does not exceed Two Hundred Thousand Dollars
($200,000.00).
The parties shall enter into a separate task order for each study awarded to the Engineer by the
Owner. The specific services to be performed under these separate task orders will be
determined by the Owner and agreed to by the Engineer. Each separate task order will contain
specific scope of work, time schedule, charges and payment conditions, and additional terms and
conditions applicable to that specific task order.
The professional services required by this contract will be for services in the form of a
continuing contract, commencing on the effective date of this contract and ending four years
thereafter, with options for Owner to renew on an annual basis for two additional years.
The terms and conditions of this Contract shall apply to any task order or separate contract, if
required, unless expressly modified in the provisions of the separate contract. Where the terms of
this Contract differ from the terms of the separate contract, the terms of the separate contract
shall take precedence. The separate contract will contain its specific scope of work and it is
anticipated by this Contract that the scope of work in the separate contract will be in addition to
the scope of work outlined in this Contract
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated
herein, and for other good and valuable consideration, the sufficiency of which hereby
acknowledged, the Owner and the Engineer agree:
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FORM OF AGREEMENT
ARTICLE 1
1.1 REPRESENTATIONS AND WARRANTIES
By executing this Contract, Engineer makes the following express representations and warranties
to the Owner:
1.1.1 The Engineer is a professional qualified to act as the Engineer for the assignment and is
licensed to practice Engineerure /Engineering by all public entities having jurisdiction over the
Engineer and the assignment;
1.1.2 The Engineer shall maintain all necessary licenses, permits or other authorizations
necessary to act as Engineer for the assignment until the Engineer's duties hereunder have been
fully satisfied;
1.1.3 The Engineer shall prepare all documents that may be developed under this Contract
including, but not limited to, all contract plans and specifications, in such a manner that they
shall be in conformity and comply with all applicable law, codes and regulations. The Engineer
warrants that any documents prepared as a part of this Contract will be adequate and sufficient to
accomplish the purposes of the task order, therefore, eliminating any additional construction cost
due to missing or incorrect design elements in the contract documents;
1.1.4 The Engineer assumes full responsibility to the extent allowed by law with regards to his
performance and those directly under his employ as Engineer of Record.
1.1.5 The Engineer's services shall be performed as expeditiously as is consistent with
professional skill and care and the orderly progress of the Work. The Engineer shall submit, for
the Owner's and Monroe County Growth Management Division's information, a schedule for the
performance of the Engineer's services which may be adjusted as task order proceeds if
approved by the Owner, and shall include allowances for periods of time required for the
Owner's and Monroe County Growth Management Division's review, and for approval of
submission by authorities having jurisdiction over the task order. Time limits established by this
schedule and approved by the Owner may not be exceeded by the Engineer except for delay
caused by events not within the control of the Engineer or foreseeable by him.
1.1.6 In providing all services pursuant to this agreement, the Engineer shall abide by all
statutes, ordinances, rules and regulations pertaining to, or regulating such services, including
those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and
regulations shall constitute a material breach of this agreement and shall entitle the COUNTY to
terminate this agreement immediately upon delivery of written notice of termination to the
Engineer.
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ARTICLE II
SCOPE OF ENGINEER'S BASIC SERVICE
2.1 DEFINITION
Engineer's Basic Services consist of:
Task 1 — Annual US 1 Arterial Travel Time and Delay Studies
1. Purpose
The travel time studies will be used to monitor the level of service on US 1 based on Monroe
County Comprehensive Plan Policies and Land Development Codes for concurrency
management purposes pursuant to Chapter 163, Florida Statutes. The studies will be conducted
in accordance with the methodology that was developed by the US I LOS Task Force and
approved by the County, the Florida Department of Transportation, and the Florida Department
of Community Affairs.
2. Minimum Activities to Complete Study
A. Using the floating car method, the County will record travel time, speed, and delay data
for:
a. Each of the 24 segments of US 1 from Florida City to Stock Island, and
b. The length of US 1 from Miami -Dade County line to Cow Key Channel.
B. The data will be recorded by date, day of week, time of day, and direction.
C. The study will be conducted over 14 days within the six week period from February 15 to
March 31. The study will consist of 14 round trip runs, sampling each day of the week
twice.
D. The study schedule will be coordinated with seven day, 24 hour traffic counts to be
conducted by FDOT in Islamorada, Marathon, and Big Pine Key.
E. The study will employ the staggered schedule of departure times previously approved by
the Task Force so as to record peak hour conditions in as many different locations as
possible.
F. The study results will be summarized in a report format including a series of tables and
graphs. A statistical analysis of the mean, median, standard deviation, and range of
speeds for each segment and for the overall distance will be provided. Excess roadway
capacity and deficiencies in capacity will be reported.
Task 2: General Transportation Planning Assistance
1. Purpose
The purpose of this task is to provide assistance to the Monroe County Growth Management
Division staff for the purpose of maintaining and updating the Long Range Transportation Plan,
to ensure that transportation concurrency requirements are met by public and private
development, and other tasks necessary to maintain a high level of coordination between land
use planning and transportation planning activities in the Florida Keys. This task will provide
assistance for general transportation planning and analysis activities, including data collection
and technical support.
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2. Activities
The transportation planning consultant will provide assistance to Monroe County Growth
Management Division in the following areas:
a) Review of private development site plans for internal traffic flows and access;
b) Preparation of traffic impact reports;
c) Review of access management issues;
d) Development of access management plans;
e) Origin- destination studies;
f) Attendance at appropriate public meetings and hearings;
g) Trip generation rates for land uses;
h) Provision of review comments on relevant transportation documents prepared by other
agencies;
i) Review of transportation element of reports and plans prepared by County staff in
support of the comprehensive plan amendments;
j) Systems planning analysis (including running the FSUTMS model or other transportation
planning models deemed as appropriate by Client and Consultant;
k) Reevaluation of the level of service methodology for US 1; and
1) Special transportation projects to implement the comprehensive plan.
ARTICLE III
ADDITIONAL SERVICES
3.1 GENERAL
3.1.1 The services described in this Article III are not included in Basic Services. They shall
be paid for by the Owner as provided in this agreement as an addition to the compensation paid
for the Basic Services but only if approved by the Owner before commencement, and as follows:
A. Providing services of Engineer for other than the previously listed consulting scope of
Project provided as a part of Basic Services.
B. Providing any other services not otherwise included in this Agreement or not
customarily furnished in accordance with generally accepted consulting practice.
C. Providing representation before public bodies in connection with the task order, upon
approval by the Owner.
3.2 If Additional Services are required, such as those listed above, the Owner shall issue
a letter requesting and describing the requested services to the Engineer. The Engineer shall
respond with a fee proposal to perform the requested services. Only after receiving a task order
and a notice to proceed from the Owner shall the Engineer proceed with the Additional Services.
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ARTICLE IV
OWNER'S RESPONSIBILITIES
4.1 The Owner shall designate Monroe County Growth Management Division Director
(Director) or designee to act on the Owner's behalf with respects to the task orders. The Owner
or Director shall render decisions in a timely manner pertaining to documents submitted by the
Engineer in order to avoid unreasonable delay in the orderly and sequential progress of the
Engineer's services. However, the parties acknowledge that due to Monroe County Policy,
Ordinances or State or Federal Statute there may be times when a decision must be made by the
BOCC, in which case any delay shall not be attributed to Monroe County or its representative.
4.2 The Owner shall furnish the required information and services and shall render approvals
and decisions as expeditiously as necessary for the orderly progress of the Engineer's services
and work of the contractors.
4.3 The Owner's review of any documents prepared by the Engineer or its consultants shall
be solely for the purpose of determining whether such documents are generally consistent with
the Owner's criteria, as and if, modified. No review of such documents shall relieve the
Engineer of responsibility for the accuracy, adequacy, fitness, suitability or coordination of its
work product.
ARTICLE V
INDEMNIFICATION AND HOLD HARMLESS
5.1 Pursuant to Section 725.08 of the Florida Statutes, the Consultant shall indemnify and hold
harmless the Owner, its employees and officers, from liabilities, damages, losses and costs,
including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence,
recklessness, or intentionally wrongful conduct of the Consultant and other persons employed or
utilized by the Consultant in the performance of this Contract.
5.2 In the event the completion of the task assignment is delayed or suspended as a result of the
Engineer's failure to purchase or maintain the required insurance, the Engineer shall indemnify
County from any and all increased expenses resulting from such delays. Should any claims be
asserted against County by virtue of any deficiencies or ambiguity in the plans and specifications
provide by the Engineer the Engineer agrees and warrants that Engineer hold the County
harmless and shall indemnify it from all losses occurring thereby and shall further defend any
claims or action on the County's behalf.
5.3 The extent of liability is in no way limited to, reduced or lessened by the insurance
requirements contained elsewhere within the Agreement.
5.4 This indemnification shall survive the expiration or early termination of the Agreement
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ARTICLE VI
6.1 PERSONNEL
The Engineer shall assign only qualified personnel to perform any service concerning the
project.
ARTICLE VII
7.1 COMPENSATION AND PAYMENT
Compensation shall be made according to the rates on Exhibit A. Payment shall be made
according to the Florida Local Government Prompt Payment Act. Claims for payment are
deemed received upon receipt by the Clerk of Court for payment. All invoices shall be detailed
enough to show the task performed, the services rendered, and the amount due with all
appropriate documentation indicating personnel and hours worked.
7.2 REIMBURSABLE EXPENSES
Reimbursable expenses (travel, meals, mileage, or other expenses) are not allowed as part of this
contract.
7.3 BUDGET
7.3.1 The Engineer may not be entitled to receive, and the County is not obligated to pay, any
fees or expenses in excess of the amount budgeted for this Agreement in each fiscal year
(October 1- September 30) by County's Board of County Commissioners. The budgeted amount
may only be modified by an affirmative act of the County's Board of County Commissioners.
7.3.2 If funding cannot be obtained or cannot be continued at a level sufficient to allow for
continued reimbursement of expenditures for services specified in this Contract or in the separate
contracts for individual projects, the agreement may be terminated immediately at the option of
the County by written notice of termination delivered to the Engineer. The County shall not be
obligated to pay for any services provided by the Engineer after the Engineer has received
written notice of termination, unless otherwise required by law.
7.3.3 The County does not guarantee Engineer any specific amount of work under this
agreement. The parties shall enter into a task order for each assignment awarded to the Engineer
by the County. The specific services to be performed under these separate task orders will be
determined by the County and agreed to by the Engineer. Each separate task order will contain
specific scope of work, time schedule, charges and payment conditions, and additional terms and
conditions applicable to that specific contract.
7.3.4 Monroe County's performance and obligation to pay under this contract is contingent
upon an annual appropriation by the transportation funding agency, the Board of County
Commissioners and the approval of the Board members at the time of contract initiation and its
duration.
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ARTICLE VIII
8.1 APPLICABLE LAW
This contract is governed by and construed in accordance with the laws of the State of Florida
applicable to contracts made and performed entirely in the State. Venue for any mediation,
dispute conferences or litigation arising under this contract must be in Monroe County, Florida.
The Parties waive their rights to a trial by jury.
ARTICLE IX
9.1 SUCCESSORS AND ASSIGNS
The Engineer shall not assign its right hereunder, excepting its right to payment, nor shall it
delegate any of its duties hereunder without the written consent of the Owner. The Owner and
Engineer, respectively, bind themselves, their partners, successors, assigns and legal
representatives to the other party to this Agreement and to the partners, successors, assigns and
legal representatives of such other party with respect to all covenants of this Agreement.
ARTICLE X
NO THIRD PARTY BENEFICIARIES
AND INDEPENDENT CONTRACTOR RELATIONSHIP
10.1 NO THIRD PARTY BENEFICIARIES
Nothing contained herein shall create any relationship, contractual or otherwise, between the
parties which creates or gives rise to any rights in favor of, any third party.
10.2 INDEPENDENT CONTRACTOR RELATIONSHIP
The Engineer is and shall be an independent contractor in the performance of all work, services,
and activities under this Agreement and is not an employee, agent or servant of the County. The
Engineer shall exercise control over the means and manner in which it and its employees
perform the work and in all respects the Engineer's relationship and the relationship of its
employees to the County shall be that of an independent contractor and not as employees or
agents of the County. The Engineer does not have the power or authority to bind the County in
any promise, agreement or representation other than such power and authority that is specifically
provided for in this Agreement.
ARTICLE XI
11.1 INSURANCE
11.1.1 The Engineer shall obtain insurance as specified and maintain the required insurance at
all times that this Agreement is in effect. Professional Liability Insurance shall also be
maintained as specified. In the event the completion of the project (to include the work of others)
is delayed or suspended as a result of the Engineer's failure to purchase or maintain the required
insurance, the Engineer shall indemnify the County from any and all increased expenses
resulting from such delay.
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11.1.2 The coverage provided herein shall be provided by an insurer with an A.M. Best Rating
of VI or better, that is licensed to do business in the State of Florida and that has an agent for
service of process within the State of Florida. The insurance certificate shall contain an
endorsement providing thirty (30) days notice to the County prior to any cancellation of said
coverage. Said coverage shall be written by an insurer acceptable to the County and shall be in a
form acceptable to the County.
11.1.3 Engineer shall obtain and maintain the following policies:
A. Workers' Compensation insurance as required by the State of Florida.
B. Employers Liability Insurance with limits of $100,000 per Accident, $500,000
Disease, policy limits, $100,000 Disease each employee.
C. Comprehensive business automobile and vehicle liability insurance covering claims
for injuries to members of the public and/or damages to property of others arising
from use of motor vehicles, including onsite and offsite operations, and owned, hired
or non -owned vehicles, with Three Hundred Thousand Dollars ($300,000.00)
combined single limit and Three Hundred Thousand Dollars ($300,000.00) annual
aggregate.
D. Commercial general liability covering claims for injuries to members of the public or
damage to property of others arising out of any covered act or omission of the
Engineer or any of its employees, agents or subcontractors or subconsultants,
including Premises and/or Operations, Independent Contractors; Broad Form
Property Damage and a Contractual Liability Endorsement with Five Hundred
Thousand Dollars ($500,000.00) per occurrence and annual aggregate.
E. Professional liability insurance of Five Hundred Thousand Dollars ($500,000.00) per
claim and One Million Dollars ($1,000,000.00) annual aggregate. If the policy is a
"claims made" policy, Engineer shall maintain coverage or purchase a "tail" to cover
claims made after completion of the project to cover the statutory time limits in
Chapter 95 of the Florida Statutes.
F. County shall be named as an additional insured with respect to Engineer's liabilities
hereunder in insurance coverage identified in Paragraphs C and D.
G. Engineer shall require its subconsultants to be adequately insured at least to the limits
prescribed above, and to any increased limits of Engineer if so required by County
during the term of this Agreement. County will not pay for increased limits of
insurance for subconsultants.
H. Engineer shall provide to the County certificates of insurance including those
showing the County as a named insured as required above. County reserves the right
to require a certified copy of such policies upon request.
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ARTICLE XII
TERMINATION
12.1 Either party hereto may terminate this contract prior to expiration upon giving seven (7)
days written notice to the other in the event that such other party negligently or for any reason
substantially fails to perform its material obligations set forth herein. No termination expenses
shall be paid by the Owner after the date of notice of termination.
12.2 The Owner may terminate this Contract without cause by giving the other party fifteen
(15) days written notice of its intention to do so. Termination expenses shall include expenses
available under the contract through the date on the notice of termination and shall not include
any additional services required in order to stop performance of services, unless agreed to in
writing by the County and subject to audit for the purpose of verification.
ARTICLE XIII
ENTIRE AGREEMENT
13.1 This contract constitutes of the form of agreement, the exhibits that are attached and
made a part of the contract, the response document, and the documents referred to in the form of
agreement as a part of this contract. In the event any conflict between any of those contract
documents, the one imposing the greater burden on the Engineer will control.
13.2 A person or affiliate who has been placed on the convicted vendor list following a
conviction for public entity crime may not submit a bid on contract to provide any goods or
services to a public entity, may not submit a bid on a contract with a public entity for the
property to public entity, may not be awarded or perform work as a contractor, supplier,
subcontractor, or consultant under a contract with any public entity, and may not transact
business with any public entity in excess of the threshold amount provided in Section 287.017 of
the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being
placed on the convicted vendor list.
ARTICLE XIV
DISPUTE RESOLUTION
14.1 County and Engineer agree that all disputes and disagreements shall first be attempted to
be resolved by meet and confer sessions between representatives of each of the parties. If no
resolution can be agreed upon within 30 days after the first meet and confer session, the issue or
issues shall be submitted to mediation before a mediator mutually agreed to by the parties. The
cost of mediation shall be shared equally. The parties agree that mediation is a condition
precedent to the institution of legal or equitable proceedings by either party. Request for
mediation shall be in writing and sent to the other party. The parties shall agree on a mediator to
hear the dispute.
14.2 Mediation shall be held in Monroe County, Florida in a location in Key West; the
location may be moved only by mutual agreement of the parties.
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14.3 Agreements reached in mediation shall be reduced to writing and signed by the
representative of each party; however agreements must be approved by the Board of County
Commissioners to be enforceable. Agreements reached in mediation shall be enforceable as
settlement agreements in any court having jurisdiction in Monroe County.
14.4 Nothing in this Agreement shall be construed to interfere with a subsequent order from
any court of competent jurisdiction ordering the parties to enter into mediation after institution of
legal or equitable proceedings.
14.5 Arbitration is specifically rejected by the parties as a method of settling disputes which
arise under this agreement; neither of the parties shall be compelled by the other to arbitrate a
dispute which may arise under this Agreement.
ARTICLE XV
Additional Requirements
15.1 The following items are part of this contract:
a) Engineer shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted accounting principles
consistently applied. Each party to this Agreement or their authorized representatives shall have
reasonable and timely access to such records of each other party to this Agreement for public
records purposes during the term of the Agreement and for four years following the termination
of this Agreement. If an auditor employed by the County or Clerk determines that monies paid
to Engineer pursuant to this Agreement were spent for purposes not authorized by this
Agreement, the Engineer shall repay the monies together with interest calculated pursuant to F.S.
Sec. 55.03, running from the date the monies were paid to County.
b) Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be
governed by and construed in accordance with the laws of the State of Florida applicable to
contracts made and to be performed entirely in the State. In the event that any cause of action or
administrative proceeding is instituted for the enforcement or interpretation of this Agreement,
the County and Engineer agree that venue will lie in the appropriate court or before the
appropriate administrative body in Monroe County, Florida. The Parties waive their rights to a
trial by jury. The County and Engineer agree that, in the event of conflicting interpretations of
the terms or a term of this Agreement by or between any of them the issue shall be submitted to
mediation prior to the institution of any other administrative or legal proceeding, pursuant to this
agreement.
C) Severability. If any term, covenant, condition or provision of this Agreement (or
the application thereof to any circumstance or person) shall be declared invalid or unenforceable
to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions
and provisions of this Agreement, shall not be affected thereby; and each remaining term,
covenant, condition and provision of this Agreement shall be valid and shall be enforceable to
the fullest extent permitted by law unless the enforcement of the remaining terms, covenants,
conditions and provisions of this Agreement would prevent the accomplishment of the original
intent of this Agreement. The County and Engineer agree to reform the Agreement to replace
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any stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision.
d) Attorney's Fees and Costs. The County and Engineer agree that in the event any
cause of action or administrative proceeding is initiated or defended by any party relative to the
enforcement or interpretation of this Agreement, each party shall pay its own attorneys' fees and
costs.
e) Binding Effect. The terms, covenants, conditions, and provisions of this
Agreement shall bind and inure to the benefit of the County and Engineer and their respective
legal representatives, successors, and assigns.
f) Authority. Each party represents and warrants to the other that the execution,
delivery and performance of this Agreement have been duly authorized by all necessary County
and corporate action, as required by law. Each party agrees that it has had ample opportunity to
submit this Contract to legal counsel of its choice and enters into this agreement freely,
voluntarily and with advise of counsel.
g) Claims for Federal or State Aid. Engineer and County agree that each shall be,
and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of
this Agreement; provided that all applications, requests, grant proposals, and funding
solicitations shall be approved by each party prior to submission.
h) Adjudication of Disputes or Disagreements. County and Engineer agree that all
disputes and disagreements shall be attempted to be resolved under Section XIV of this
agreement. If no resolution can be agreed upon within 30 days after mediation, then any party
shall have the right to seek such relief or remedy as may be provided by this Agreement or by
Florida law.
i) Cooperation. In the event any administrative or legal proceeding is instituted
against either party relating to the formation, execution, performance, or breach of this
Agreement, County and Engineer agree to participate, to the extent required by the other party,
in all proceedings, hearings, processes, meetings, and other activities related to the substance of
this Agreement or provision of the services under this Agreement. County and Engineer
specifically agree that no party to this Agreement shall be required to enter into any arbitration
proceedings related to this Agreement.
j) Nondiscrimination. Engineer and County agree that there will be no
discrimination against any person, and it is expressly understood that upon a determination by a
court of competent jurisdiction that discrimination has occurred, this Agreement automatically
terminates without any further action on the part of any party, effective the date of the court
order. Engineer or County agree to comply with all Federal and Florida statutes, and all local
ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1)
Title VI of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis
of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended
(20 USC ss. 1681 -1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3)
Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits
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discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended
(42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse
Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the
basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention,
Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act
of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee -3), as amended, relating to
confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of
1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or
financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as
maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10)
Any other nondiscrimination provisions in any Federal or state statutes which may apply to the
parties to, or the subject matter of, this Agreement.
k) Covenant of No Interest. Engineer and County covenant that neither presently
has any interest, and shall not acquire any interest, which would conflict in any manner or degree
with its performance under this Agreement, and that only interest of each is to perform and
receive benefits as recited in this Agreement.
1) Code of Ethics. County agrees that officers and employees of the County
recognize and will be required to comply with the standards of conduct for public officers and
employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to,
solicitation or acceptance of gifts; doing business with one's agency; unauthorized
compensation; misuse of public position, conflicting employment or contractual relationship;
and disclosure or use of certain information.
m) No Solicitation/Payment. The Engineer and County warrant that, in respect to
itself, it has neither employed nor retained any company or person, other than a bona fide
employee working solely for it, to solicit or secure this Agreement and that it has not paid or
agreed to pay any person, company, corporation, individual, or firm, other than a bona fide
employee working solely for it, any fee, commission, percentage, gift, or other consideration
contingent upon or resulting from the award or making of this Agreement. For the breach or
violation of the provision, the Engineer agrees that the County shall have the right to terminate
this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise
recover, the full amount of such fee, commission, percentage, gift, or consideration.
n) Public Access. The Engineer and County shall allow and permit reasonable
access to, and inspection of, all documents, papers, letters or other materials in its possession or
under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received
by the Engineer and County in conjunction with this Agreement; and the Engineer shall have the
right to unilaterally cancel this Agreement upon violation of this provision by County.
o) Non- Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28,
Florida Statutes, the participation of the Engineer and the County in this Agreement and the
acquisition of any commercial liability insurance coverage, self - insurance coverage, or local
government liability insurance pool coverage shall not be deemed a waiver of immunity to the
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extent of liability coverage, nor shall any contract entered into by the County be required to
contain any provision for waiver.
P) Privileges and Immunities. All of the privileges and immunities from liability,
exemptions from laws, ordinances, and rules and pensions and relief, disability, workers'
compensation, and other benefits which apply to the activity of officers, agents, or employees of
any public agents or employees of the County, when performing their respective functions under
this Agreement within the territorial limits of the County shall apply to the same degree and
extent to the performance of such functions and duties of such officers, agents, volunteers, or
employees outside the territorial limits of the County.
q) Legal Obligations and Responsibilities: Non - Delegation of Constitutional or
Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any
participating entity from any obligation or responsibility imposed upon the entity by law except
to the extent of actual and timely performance thereof by any participating entity, in which case
the performance may be offered in satisfaction of the obligation or responsibility. Further, this
Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the
constitutional or statutory duties of the County, except to the extent permitted by the Florida
constitution, state statute, and case law.
r) Non - Reliance by Non - Parties. No person or entity shall be entitled to rely upon
the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party
claim or entitlement to or benefit of any service or program contemplated hereunder, and the
Engineer and the County agree that neither the Engineer nor the County or any agent, officer, or
employee of either shall have the authority to inform, counsel, or otherwise indicate that any
particular individual or group of individuals, entity or entities, have entitlements or benefits
under this Agreement separate and apart, inferior to, or superior to the community in general or
for the purposes contemplated in this Agreement.
S) Attestations. Engineer agrees to execute such documents as the County may
reasonably require including a Public Entity Crime Statement, an Ethics Statement, and a Drug -
Free Workplace Statement.
t) No Personal Liability. No covenant or agreement contained herein shall be
deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe
County in his or her individual capacity, and no member, officer, agent or employee of Monroe
County shall be liable personally on this Agreement or be subject to any personal liability or
accountability by reason of the execution of this Agreement.
U) Americans with Disabilities Act of 1990 (ADA). The Engineer will comply with
all the requirements as imposed by the ADA, the regulations of the Federal government issued
thereunder, and the assurance by the Engineer pursuant thereto.
V) Disadvantaged Business Enterprise (DBE) Policy And Obligation. It is the policy
of the County that DBE's, as defined in C.F.R. Part 26, as amended, shall have the opportunity
to participate in the performance of contracts financed in whole or in part with County funds
under this Agreement. The DBE requirements of applicable federal and state laws and
1/27/20112:40 13
Contract for Transportation Planning Services — URS Corporation Southern
regulations apply to this Agreement. The County and its Engineer agree to ensure that DBE's
have the opportunity to participate in the performance of the Agreement. In this regard, all
recipients and contractors shall take all necessary and reasonable steps in accordance with
applicable federal and state laws and regulations to ensure that DBE's have the opportunity to
compete and perform contracts. The County and the Engineer and subcontractors shall not
discriminate on the basis of race, color, national origin or sex in the award and performance of
contracts, entered pursuant to this Agreement.
w) Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be regarded as an original, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may execute this Agreement
by singing any such counterpart.
X) Section Headings. Section headings have been inserted in this Agreement as a
matter of convenience of reference only, and it is agreed that such section headings are not a part
of this Agreement and will not be used in the interpretation of any provision of this Agreement.
y) Notwithstanding any other provision to the contrary in this Contract and to the fullest
extent permitted by law, neither Owner nor Engineer shall be liable, whether based on contract,
tort, negligence, strict liability, warranty, indemnity, error and omission or any other cause
whatsoever, for any consequential, special, incidental, indirect, punitive or exemplary damages,
or damages arising from or in connection with loss of power, loss of use, loss of revenue or
profit (actual or anticipated), loss by reason of shutdown or non - operation, increased cost of
construction, cost of capital, cost of replacement power or customer claims, and Engineer hereby
releases Owner and Owner hereby releases Engineer from any such liability.
BALANCE OF PAGE INTENTIALLY LEFT BLANK.
Signatures on Following Page
1/27/2011 2:40 14
ion Planning Services — URS Corporation Southern
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2 WITNESS
By:
Sig Xl 1
Print Name
BOARD OF COUNTY COMMISSIONERS
OF MONR C�RIDA
By:
May r /Cha an
URS C ORATIO UTHERN
By:
Signature
Vice - President
Title
Carlos Garcia
Print Name
ite: February 7, 2011 7
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STATE OF F101'Idex-
COUNTY OF "t ah2C -L Ide—
On this day of �l'& q 2011, before me the person whose name is subscribed above,
and who produced 1 ✓<e�1Q Al lCMo as identification, acknowledged th
a &
he is the person
w xecuted th oC tract for the purposes therein contained.
( /
�•4 ......... GENEVIEVE CAVE -HUNT
Public Notary Public - State of Florida
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1/27/2011 2:40 15
Print Name
Contract for Transportation Planning Services — URS Corporation Southern
EXHIBIT A
HOURLY FEES
Position
Billing Rate (in Dollars)
02/16//2011
12/3 t
1/1/2012 to
12/31/2012
1/1/2013 to
12/3112013
1/1/2014 to
02/15/2015
Project Manager
$206.41
$212.60
$218.98
$225.55
Senior Transportation Engineer /Planner
$172.69
$177.87
$183.21
$188.70
Transportation Engineer /Planner
$96.76
$99.66
$102.65
$105.73
CADD /Graphic Technician
$89.16
$91.83
$94.59
$97.43
Clerical
$51.22
$52.76
$54.34
$55.97
1/27/2011 2:40 16