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03/16/2011 AgreementDANNY L. KOLHA GE CLERK OF THE CIRCUIT COURT DA TE: TO: ATTN: FROM: May 12, 2011 Christine Hurley, Director Growth Management Division Mayra Tezanos Executive Assistant ,; P) Isabel C. DeSantis, D. C. At the March 16, 2011, Board of County Commissioner's meeting the Board approved the following: Item J2. Selection of contractor, Krent - Paffett -Carney Inc. (dba Experience Design), and contract for interpretive planning and design contracting firms to design, fabricate, and install interpretive panels for the Florida Keys Scenic Highway. Enclosed is a duplicate original 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 PROFESSIONAL SERVICES BETWEEN OWNER AND CONTRACTOR THIS CONTRACT FOR PROFESSIONAL SERVICES BETWEEN OWNER AND CONTRACTOR (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 Krent- Paffett-Carney Inc. dba Experience Design, the ( "Contractor "), incorporated in the state of Massachusetts, whose address is 355 Congress Street, Boston, MA, 02210, its successors and assigns on the 16th day of March, 2011. 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 Contractor agree: ARTICLE 1 REPRESENTATIONS AND WARRANTIES By executing this Contract, Contractor makes the following express representations and warranties to the Owner: 1.1 The Contractor is a professional qualified to act as the Contractor for the assignment and is licensed to practice by all public entities having jurisdiction over the Contractor and the assignment; 1.2 The Contractor shall maintain all necessary licenses, permits or other authorizations necessary to act as Contractor for the assignment until the Contractor's duties hereunder have been fully satisfied; 1.3 The Contractor 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 Contractor 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; 1.4 The Contractor assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ as Contractor of Record. 1.5 The Contractor's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Work. The Contractor shall submit, for the Owner's and Monroe County Growth Management Division's information, a schedule for the performance of the Contractor's services which may be adjusted by task order as the work 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 services. These adjustments shall not be considered modifications of the contract and may be approved by the Monroe County Growth Management Division Director. Time limits established by this schedule and approved by the Owner may not be exceeded by the Contractor except for delay caused by events not within the control of the Contractor or foreseeable by him. 1.6 In providing all services pursuant to this agreement, the Contractor 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 Contractor. ARTICLE II SCOPE OF CONTRACTOR'S BASIC SERVICE 2.1 DEFINITION Contractor's Scope of Basic Services consists of those described in Attachment A: Scope of Work and Schedule of Deliverables. The Contractor shall commence work on the services provided for in this Agreement promptly upon his receipt of a written notice to proceed from the County. 2.2 CORRECTION OF ERRORS, OMISSIONS, DEFICIENCIES The Contractor shall, without additional compensation, promptly correct any errors, omissions, deficiencies, or conflicts in the work product of the Contractor or its subcontractors, or both. 2.3 NOTICE REQUIREMENT All written correspondence to the County shall be dated and signed by an authorized representative of the Contractor. Any notice required or permitted under this agreement shall be: in writing and hand delivered or mailed, postage pre -paid, to the County by certified mail, return receipt requested, to the following: To the County: Christine Hurley, Division Director Monroe County Growth Management Director 2798 Overseas Highway, Suite 410 Marathon, Florida 33050 Roman Gastesi, County Administrator 1100 Simonton Street, Suite 205 Key West, FL 33040 To the Contractor: Larissa Hallgren, COO & Principal Experience Design 355 Congress Street Boston, MA 02210 ARTICLE III OWNER'S RESPONSIBILITIES 3.1 The Owner shall designate Monroe County Growth Management Division to act on the Owner's behalf with respect to the task orders. The Owner or Monroe County Growth Management Division shall render decisions in a timely manner pertaining to documents submitted by the Contractor in order to avoid unreasonable delay in the orderly and sequential progress of the Contractor'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. 3.2 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 Contractor's services and work of the contractors. 3.3 The Owner's review of any documents prepared by the Contractor 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 Contractor of responsibility for the accuracy, adequacy, fitness, suitability or coordination of its work product. ARTICLE IV INDEMNIFICATION AND HOLD HARMLESS Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, the Contractor covenants and agrees that it shall defend, indemnify and hold the County and the County's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of Contractor or any of its employees, agents, contractors in any tier or other invitees during the term of this Agreement, (B) the negligence or willful misconduct of Contractor or any of its employees, agents, contractors in any tier or other invitees, or (C) Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or negligent acts in part or omissions of the County or any of its employees, agents, contractors or invitees (other than Contractor). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. In the event the completion of the project (including the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. In the event the completion of the project (including the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. ARTICLE V 5.1 PERSONNEL The Contractor shall assign only qualified personnel to perform any service concerning the project. ARTICLE VI 6.1 TIME OF COMMENCEMENT AND COMPLETION The services to be rendered by the Contractor shall commence on approximately July 1, 2011, upon written notice from the County and the work shall be completed by October 31, 2011, in accordance with the Scope of Work and Schedule of Deliverables, Attachment A, unless it shall be modified in a signed document, by the mutual consent of the County and Contractor. ARTICLE VII 7.1 COMPENSATION The maximum compensation available to the Contractor under this agreement is $45,000.00. The Contractor shall submit invoices with progress reports of activities according to the Scope of Work and Schedule of Deliverables, Attachment A. The County agrees to pay the Contractor upon completion of said deliverables until the work under this agreement is completed. 4 7.2 PAYMENT TO CONTRACTOR 7.2.1 Payment will be made according to the Local Government Prompt Payment Act. Any request for payment must be in a form satisfactory to the County Clerk (Clerk), and shall be considered received by the County when received by the Clerk. Requests for payment must describe in detail the services performed and the payment amount requested. The Contractor must submit to the County Project Manager, who will review the request. The Project Manager shall note his /her approval on the request and forward it to the Clerk for payment. If request for payment is not approved, the Project Manager must inform the Contractor in writing that must include an explanation of the deficiency that caused the disapproval of the request. 7.2.2 The Contractor shall submit invoices with progress reports of activities according to the Scope of Work and Schedule of Deliverables, Attachment A, until the work under this agreement is completed. 7.2.3 Contractor shall not assign, sublet or transfer any rights under or interest in (including, but not without limitations, moneys that may become due or moneys that are due) this agreement or subsequent Work Assignment without the written consent of the County., except to the extent that any assignment, subletting, or transfer is mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to any assignment, no assignment will release or discharge the assignor from any duty or responsibility under this agreement. 7.3 REIMBURSABLE EXPENSES Reimbursable expenses (travel, mileage, meals, lodging etc.) are not allowed as part of this contract. 7.4 :BUDGET 7.4.1 The Contractor 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 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. 7.5 .AVAILABILITY OF FUNDS 7.5.1 :[f 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 Contractor. The County shall not be obligated to pay for any services provided by the Contractor after the Contractor has received written notice of termination, unless otherwise required by law. 7.5.2 ]Monroe County's performance and obligation to pay under this contract is contingent upon the appropriation by the Florida Department of Transportation for Fiscal Year 2012 and contingent upon the appropriation of funds by the Board of County Commissioners and the approval of the Board members at the time of contract initiation. ARTICLE VIII 8.1 OWNERSHIP Monroe County, as owner, shall receive and retain all rights to copyright, trademark, or other intellectual property rights to the work product created pursuant to this contract. All rights to reproduction belong to Owner. Contractor shall not be entitled or allowed to use any portion of the design or copy produced for this project for any purpose without the express permission of Owner. ARTICLE IX 9.1 SUCCESSORS AND ASSIGNS The Contractor 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 Contractor, 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 Contractor 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 Contractor shall exercise control over the means and manner in which it and its employees perform the work and in all respects the Contractor'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 Contractor 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 INSURANCE POLICIES 11.1 GENERAL INSURANCE REQUIREMENTS FOR CONTRACTORS AND SUBCONTRACTORS As a pre- requisite of the work governed, or the goods supplied under this contract (including the pre- staging of personnel and material), the Contractor shall obtain, at his/her own expense, insurance as specified in any attached schedules, which are made part of this contract. The Contractor will ensure that the insurance obtained will extend protection to all Subcontractors engaged by the Contractor. As an alternative, the Contractor may require all Subcontractors to obtain insurance consistent with the attached schedules. The Contractor will not be permitted to commence work governed by this contract (including pre - staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the County as specified below. Delays in the commencement of work, resulting from the failure of the Contractor to provide satisfactory evidence of the required insurance, shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work commenced on the specified date and time, except for the Contractor's failure to provide satisfactory evidence. The Contractor shall maintain the required insurance throughout the entire term of this contract and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting from the failure of the Contractor to maintain the required insurance shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for the Contractor's failure to maintain the required insurance. The Contractor shall provide, to the County, as satisfactory evidence of the required insurance, either: Certificate of Insurance or A Certified copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non - renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the Contractor's insurance shall not be construed as relieving the Contractor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation. 7 11.2 INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN COUNTY AND CONTRACTOR Prior to the commencement of work governed by this contract, the Contractor shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Bodily Injury Liability • Expanded Definition of Property Damage The minimum limits acceptable shall be: $300,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $100,000 per Person $300,000 per Occurrence $ 50,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. 11.3 VEHICLE LIABILITY INSURANCE REQUIREMENTS Recognizing that the work governed by this contract requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for: • Owned, Non - Owned, and Hired Vehicles The minimum limits acceptable shall be: $300,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $100,000 per Person $300,000 per Occurrence $ 50,000 Property Damage s The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. 11.4 WORKERS' COMPENSATION INSURANCE REQUIREMENTS Prior to commencement of work governed by this contract, the Contractor shall have proof of Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes. In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor as an authorized self - insurer, the County shall recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self - insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. ARTICLE XII TERMINATION 12.1 Either party hereto may terminate this contract prior to expiration upon giving fifteen (15) 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 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 9 ENTIRE AGREEMENT 13.1 'This contract consists 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 this 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 Contractor 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 Contractor 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. 14.3 .Agreements reached in mediation shall be reduced to writing and signed by the representative of each parry; 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 ]Vothing 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: 10 a) Contractor 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 Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor 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 Contractor 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 Contractor agree ghat, 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 Contractor agree to reform the Agreement to replace 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 Contractor 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, the prevailing party shall be entitled to reasonable attorney's fees and court costs expenses, as an award against the non - prevailing party, and shall include attorney's fees and courts costs expenses in appellate proceedings. e) Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor 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 11 had ample opportunity to submit this Contract to legal counsel of its choice and enters into this agreement freely, voluntarily and with advice of counsel. g) Claims for Federal or State Aid. Contractor 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 Contractor agree that all disputes and disagreements shall be attempted to be resolved under Article 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 Contractor 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 Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. J) Nondiscrimination. Contractor 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. Contractor 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 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. 12 k) Covenant of No Interest. Contractor 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 Contractor 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 Contractor 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 Contractor 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 Contractor and County in conjunction with this Agreement; and the Contractor 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 Contractor 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 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 13 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 Contractor and the County agree that neither the Contractor 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. Contractor 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 Contractor will comply with all the requirements as imposed by the ADA, the regulations of the Federal government issued thereunder, and the assurance by the Contractor 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 regulations apply to this Agreement. The County and its Contractor 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 Contractor 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. 14 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. JHEREOF, each party caused this Agreement to be executed by its duly sentative on the day and year first above written. L. KOLHAGE, Clerk �j Deputy Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE U Y, FLORIDA By: Mayor /Chairman 171"ni Name" Date 1) WITNE TO ntractor's Signature: y: , _ VVI ESS Signatur Print 'itness Name 2) W1 SS TO Contractor's Signature: By: q4 f lTN - 986ign e Print Witness Na e MONROE COUNT TORNEY AFRR D A T FORM -12.4 xAA Date: ' , IL °7 ZD _ - n CD N � IL STATE, OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me this day of , 2011 by as President of and for Experience Design who is [ ] personally known to me, or who [ ] has produced a drivers license as identification. Notary Public SEAL My commission expires 16 ATTACHMENT A SCOPE OF WORK AND SCHEDULE OF DELIVERABLES 17 SCOPIE OF WORK The Contractor is to design, fabricate, and install four unique interpretive panels at specified visitor centers along the Florida Keys Scenic Highway. They are to be installed inside the buildings so as to be protected from severe weather events and the natural elements. The interpretive panels shall be consistent with the scenic highway vision outlined in the Florida Keys Scenic Highway (FKSH) Corridor Management Plan and Interpretive Master Plan, links to which can be found at www.scenichighwayflkeys.com. The intention is for the interpretive panels to enhance the travelers overall corridor experience by providing maps, points of interest and activities for each area in a multi- lingual format. The funding for this project is through a Local Agency Program (LAP) Agreement with the Florida Department of Transportation (FDOT). The total project cost is not to exceed $45,000, and the Contractor shall submit invoices with progress reports of activities according to the Schedule of Deliverables below until the work under this agreement is completed. Reimbursable expenses (travel, mileage, meals, lodging etc.) are not allowed as part of this contract. Schedule of Deliverables Task Effort Jul 2011 Aug 2011 a 1) kick off Id 0 a2) schernatic design 2w Id im 3) final design /DD 2w 2d * 4) production 4w 2d Z , ? ,, 1A * 5) fabrication 6w 3d * 6) shipping 4d * 7) install 1w ih Sep 2011 Oct 2011 'i'r.�r .•k.'4� The Contractor will conceptualize the interpretive message and draft the interpretive text in coordination with the FKSCA project subcommittee, the Monroe County Scenic Highway Coordinator, and subject- matter experts. The Contractor will conduct at least one meeting in person in the Florida Keys with the FKSCA project subcommittee and the Monroe County Scenic Highway Coordinator after the contract is awarded. The Contractor will also conduct site visits to the visitor centers to assess the general area and the specific panel locations. Using agreed upon elements, brand identity and style vocabulary will be established. These design elements should highlight the FKSH's character and intrinsic qualities. Digital audio repeaters will be installed with each interpretive panel to incorporate multiple languages as audio elements. The Contractor will produce and record four scripts for each visitor center for a total of sixteen unique scripts. The four scripts for each center include language translations and an English recording. The Contractor will propose the panel materials to use and method of installation. The County must approve all panel specifications, design, and text prior to fabrication. In addition to fabrication and installation of the four panels, all designs must be provided to the County and FKSCA in PDF format and the graphics formats appropriate to the manufacturing of the signs. The County shall exclusively own all rights to reproduce all text and graphics and audio created under this contract. The 18 Contractor will not have the right to reproduce the panels, text, graphics, or audio created under this contract. SCOPE /FEE /PRODUCTS Phase I/ Site Meeting & Project Kick Off Site Survey $2,000.00 Meetings 9 $2,000.00 Documentation /Summary of Understanding $500.00 Content Research; preliminary Phase II /Schematic Design Content; interpretive plan $1,500.00 Design concepts; relationships, adjacencies $3,100.00 Phase III/ DD Final copy; interpretive plan $2,500.00 Final Design; materials, cost estimate $3,000.00 Final translations $2,000.00 Phase IV/ Production Image Acquisition $1,500.00 Final Layout $1,500.00 Final Digital Files $1,900.00 Samples $1,500.00 Commence Fabrication $6,105.00 Phase V/ Fabrication Fabrication $12,395.00 Fabrication, shipping, Phase VI/ Shipping and installation will Shipping �� Ibe invoiced after $1,500.00 installation is complete. Phase VII/ Installation In stallation $2,000.00 $45,000.00 19 OP ID: AD ACORO DATE (MWDONM) CERTIFICATE OF LIABILITY INSURANCE o4r2sr11 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. if SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsemential. PRODUCER 781- 245 -5400 NAME: r NAM : Poole Professional Ltd. PHONE 781- 245 -5463 (A 107 Audubon Rd. #2, Ste. 306 E Wakefield MA 01880 Ernest J. 6wymer ADMEN: cusTomrR ie a: KRENT -1 INSURED KrentlPaffett/Carney, Inc. INSUR A: Beazley USA Serve, Inc. dba KPC Experience Design INSU 355 Congress Street INSURERC: Boston, MA 02115 INSURER 0 INSURER E: COVERAGES CERTIF ICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LWF TYPE OF INSURANCE POLICY NUMBER thi MM! LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY 0AWCWTOTFENTED "` -- _... -- PRE MISES (Ea oocwence) S CLAIMS -MADE OCCUR MED EXP (Any one person) $ PERSONAL 6 ADV INJURY S _, - - -_._ _ r __ — _ __- GENERAL AGGREGATE S GEML AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG S POLICY LOG $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea awde $ ANY AUTO BODILY INJURY (Per person) $ -- .--- - ALL OWNED AUTOS BOD INJ ( Per accident) S SCHEDULED AUTOS PROPERTY DAMAGE HIRED AUTOS (Per accident) $ $ NON -OWNED AUTOS (/ C $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR _. CLAIMS -MADE DEDUCTIBLE $ RETENTION WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS' LIABILITY YIN LIMITS EL EAC HACCIOEN T ANY PROPRIETORIPARTNERIEXECUTIVE OFFICER/MEMSEREXCLUDED9 NIA E . DISEASE - EA EMPLOYEE S (Mandatory in NH) H s, describe under E.L. DISEASE - POLICY LIMIT S DESCRIPTION OF OPERATIONS below A Ir rch. /Engr. 18Kf31100501 04/09111 04109/12 Aggfegate 1,000,00 (Prof. Llab. ­__[ deducUbl 20,00 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (Attach ACORD 101, Addidor d RomaArs Schedule, It more space Is required) For professional liability coverage the aggregate limit is the total Insurance available for all covered presented within the licy The limit be by period. will reduced payments of indemnity and expense. Monroe County State of Florida 1100 Simonton Street Key West, FL 33040 MONRO21 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED R EPPR W ThlUS -ZUUV AGURO CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD OP ID: AD ' °- CERTIFICATE OF LIABILITY INSURANCE DAT 04126DIYYYY) 04/2611 1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(iss) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s), PRODUCER 781- 245 -5400 Pools Professional Ltd. 107 Audubon Rd. #2, Ste. 306 781- 245 -5463 Wakefield MA 01880 Ernest J. �wymer CONTACT NAME. P HO NE : No CUSTOMER IO#:KRENT-1 NT -1� . ..... _ ............. ...INSURER SJAFFOADIN COVERAGE NAILS PERSONAL & ADV INJURY INSURED Krent/Paffett/Carney, Inc. INSURER A: Charter Oak Fire Ins. C O. 2 5615 dba KPC Experience Design 355 Congress Street Boston, MA 02115 INSURERS: Travelers Indemnity C .___ ._ 25658 INSURER C : 25666 $ INSURE 0: LIABILITY INSURER E : INSURER F: COMBINED SINGLE LIMIT (Ea accident) COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSI AND CONDITIONS O F SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OFINSURANCE LTR POLICY NUMBER WDDIYYYY MM - - - -- -_._ LIMITS GENERAL LIABILITY X COMMERCIAL. GENERAL LIABILITY CLAIMS -MADE i I OCCUR EACH OCCURRENCE P AAMAAGE O ( Es NTE[V o ccurre nce) MED EXP.( one p erson ) $ 1,000,00 $ 1,000,0 $ 10,0 _ PERSONAL & ADV INJURY $ 1,000,0 A — $802949LO98 07/01110 07/01111 GENERAL AGGREGATE $ 2,000,0 GEKL AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG S 2,000,0 PRO POLICY X - LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1,000 ANY AUTO BODILY INJURY (Per person) S ALL OWNED AUTOS BODILY INJURY (Per accident) $ SCHEDULED AUTOS HIRED AUTOS - -- X PROPERTYDAMAGE (Per accident) $ X NON -OWNED AUTOS $ A BA294SL9 07101110 07/01111 $ UMBRELLA LIAR X OCCUR EACH OCCURRENCE S 3,000, AGGREGATE $ 3,000,00 B EXCESS LIAO .._..........._...° CLAIMS -MADE UP6830Y990 07/01/10 07/01/11 DEDUCTIBLE $ s RETENTION C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE YIN (Mai I ERIM EXCLUDED? K e, atory in In NH) under DESCRIPTION OF OPERATIONS below NIA UB 5922Y272 UB 5922Y272 05101111 05/01/10 05/01/12 05/01/11 X WC STA7U- OTH- E.L. E. EACH ACCIDENT $ 1,000,0 E.L. DISEASE - EA EMPLOYEE $ 1,000,0 E.L. DISEASE - POLICY LIMIT $ 1,000,00 i DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if mom apace Is required) MONRO21 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN State of Florida ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street Key West, FL 33040 AU REPRESENTATIVE m 1988 -2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD