11/16/2011 Agreement DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE: November 21, 2011
TO: Peter Horton, Director
of Airports
Attn: April Pearson U,l(`
FROM: Isabel C. DeSantis, D.C. ? LAll'i
At the November 16, 2011 Board of County Commissioners meeting, the Board approved
the following:
item F12 General Consulting Services Master Agreement with Jacobs Project Management
Company for Professional Services at Key West International Airport and The Florida Keys
Marathon Airport. International Airport.
Attached hereto is a fully- executed duplicate original of the subject document for your
handling. Should you have any questions, please feel free to contact our office.
cc: County Attorney
Finance
File
MASTER AGREEMENT
FOR
PROFESSIONAL SERVICES
BETWEEN
JACOBS PROJECT MANAGEMENT CO.
AND
MONROE COUNTY, FLORIDA
RECEIVED
NOV 15 2011CQ
AIRPORT GRANTS
AGREEMENT FOR
PROFESSIONAL SERVICES
TABLE OF CONTENTS
ARTICLE 1 Services and Authorization 1
ARTICLE 2 General Obligations of Consultant 1
ARTICLE 3 General Obligations of the County 2
ARTICLE 4 Compensation 2
ARTICLE 5 Payments 2
ARTICLE 6 Period of Service 3
ARTICLE 7 Term of Contract 3
ARTICLE 8 Consultants Acceptance of Conditions 3
ARTICLE 9 Consultant's Books, Records and Documents 4
ARTICLE 10 Public Access 4
ARTICLE 11 Changes in Scope of Service 4
ARTICLE 12 Warranty 5
ARTICLE 13 Indemnification 5
ARTICLE 14 Limitation of Liability 6
ARTICLE 15 Insurance 6
ARTICLE 16 Relationship of Consultant to Client 7
ARTICLE 17 Personnel 8
ARTICLE 18 Nondiscrimination 8
ARTICLE 19 Assignment /Subcontract 9
ARTICLE 20 Ownership of Instruments of Service and Data 9
ARTICLE 21 Permits and Licenses 9
ARTICLE 22 Adherence to Laws 10
ARTICLE 23 Nondisclosure of Proprietary and Confidential Materials 10
ARTICLE 24 Disclosure and Conflict of Interest 11
ARTICLE 25 No Pledge of Credit 11
ARTICLE 26 Certification of Sealing of Instruments of Service
By Professional Engineer 11
ARTICLE 27 Force Majeure 12
ARTICLE 28 Project Delay 12
ARTICLE 29 Procurement Services 12
ARTICLE 30 Construction Phase Services 14
File: MSTR APS — Monroe County
AGREEMENT FOR
PROFESSIONAL SERVICES
TABLE OF CONTENTS (cont'd.)
ARTICLE 31 Governing Law, Venue, Interpretation, Costs and Fees 14
ARTICLE 32 Notices and /or Communications 16
ARTICLE 33 Taxes 16
ARTICLE 34 Termination 16
ARTICLE 35 Miscellaneous 16
File: MSTR APS — Monroe County
MASTER AGREEMENT FOR
PROFESSIONAL SERVICES
THIS AGREEMENT, made and executed as of the 16th day of November, 2011 by and
between JACOBS PROJECT MANAGEMENT Co., with a place of business at 3750 NW 87
Avenue, Suite 750, Miami, FL 33178 (hereinafter called "Consultant ") and MONROE
COUNTY, a political subdivision of the State of Florida, represented by its Board of County
Commissioners (hereinafter called "County "), collectively referred to herein as "Parties ",
provides as follows:
ARTICLE 1
SERVICES AND AUTHORIZATION
Consultant will provide the engineering, consulting and other professional Services as described
in Appendix A and as authorized from time to time by written Task Orders, using the form
provided in Appendix C hereto, issued by Client and accepted by Consultant, as evidenced by
Client's and Consultant's signatures thereon. Each Task Order issued by Client shall clearly
state that it is issued pursuant to this Agreement and shall identify the scope of Services to be
performed by Consultant, the schedule for performance of the Services, the method of pricing
and /or compensation for Services (if different from the method under Article 4 below), and such
other matters as may be pertinent to the individual authorization. The terms of this Agreement
shall supersede any standard or preprinted terms that may be attached to or referenced in any
Task Order.
ARTICLE 2
GENERAL OBLIGATIONS OF CONSULTANT
The contract between the County and the Consultant, of which this agreement is a part, consists
of the contract documents, which are as follows: Any amendments to the agreement executed by
the parties hereafter and the original agreement, together with the response to RFQ and all
required insurance documentation. In the event of a discrepancy between the documents,
precedence shall be determined by the order of the documents as just listed.
The Consultant shall provide services for the County. The Consultant warrants that it is
authorized by law to engage in the performance of the activities herein described, subject to the
terms and conditions set forth in these contract documents. The Consultant shall at all times
exercise independent, professional judgment and shall assume professional responsibility for the
services to be provided. Consultant shall provide services using the following standards, as a
minimum requirement:
A. The Consultant shall maintain adequate staffing levels to provide the services
required under the agreement resulting from this RFQ process.
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B. The personnel shall not be employees of or have any contractual relationship with
The County. To the extent that Consultant uses subcontractors or independent
contractors; this agreement specifically requires that the level of independence
normally exercised by such subcontractors and independent contractors be
curtailed and that they be supervised by the Consultant.
C. All personnel engaged in performing services under this contract shall be fully
qualified and if required, to be authorized or permitted under State and local law
to perform such services.
ARTICLE 3
GENERAL OBLIGATIONS OF THE COUNTY
The County shall provide Consultant full information regarding the County's requirements for
the Project and shall provide information regarding existing facilities, such as drawings, as -built
drawings, legal description, easements, rights of way, agreements with any utilities, or any other
information in the County's possession which is necessary or useful in connection with the
Project.
The County shall appoint a representative that will have the authority to make decisions on
behalf of the County regarding the Project. The representative shall make decisions regarding
the Project in a timely manner.
ARTICLE 4
COMPENSATION
Consultant will be compensated for Services as set forth in each approved Task Order and in
accordance with the billing and expense rates contained within Appendix B.
ARTICLE 5
PAYMENTS
The Consultant shall submit to the County an invoice with supporting documentation acceptable
to the Clerk on a schedule as set forth in the contract. Acceptability to the Clerk is based on
generally accepted accounting principles and such laws, rules and regulations as may govern the
Clerk's disbursal of funds.
In the event the County does not make payments as required herein, in addition to any other
remedy available to Consultant, including but not limited to termination, Consultant shall have
the right to suspend its performance on the Project and await receipt of all payments then due
before resuming performance. Consultant shall be entitled an extension of time for the period of
suspension. During any suspension, Consultant shall have the right to terminate the Agreement
for non - payment following no less than fifteen (15) day notice to County.
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ARTICLE 6
PERIOD OF SERVICE
Consultant shall make its best efforts to complete its Services within the time period set forth in
the Task Order.
ARTICLE 7
TERM OF CONTRACT
The base term of this Agreement is for three years, commencing on the 16 day of November,
2011, and ending on the 15 day of November, 2014. The term of the contract may be extended
twice with one year extensions. The extension will be granted in writing at the sole discretion of
the County.
ARTICLE 8
CONSULTANT'S ACCEPTANCE OF CONDITIONS
A. The Consultant hereby agrees that he has fully acquainted himself with both the Key
West International Airport and Florida Keys Marathon Airport for which he shall provide
services and has made investigations to fully satisfy himself that such site(s) is (are)
correct and suitable for this work and he assumes full responsibility therefor. The
provisions of the Agreement shall control any inconsistent provisions contained in the
specifications. All specifications have been read and carefully considered by the
Consultant, who understands the same and agrees to their sufficiency for the work to be
done. Under no circumstances, conditions, or situations shall this Agreement be more
strongly construed against the County than against the Consultant. The foregoing
notwithstanding, Consultant shall not be considered in default under this Agreement for
any failure to perform that is based on latent or unknown conditions or defects in the sites
and facilities where the work is to be performed.
B. Any ambiguity or uncertainty in the specifications shall be interpreted and construed by
the County, and its decision shall be final and binding upon all parties.
C. The passing, approval, and /or acceptance by the County of any of the services furnished
by the Consultant shall not operate as a waiver by the County of strict compliance with
the terms of this Agreement, and specifications covering the services. Failure on the part
of the Consultant, immediately after Notice to Correct shall entitle the County, if it sees
fit, to correct the same and recover the reasonable cost of such replacement and /or repair
from the Consultant, who in any event shall be jointly and severally liable to the County
for all damage, loss, and expense caused to the County by reason of the Consultant's
breach of this Agreement and /or his failure to comply strictly and in all things with this
Agreement and with the specifications.
D. The Consultant agrees that the County Administrator may designate representatives to
visit the Consultant's facility (ies) periodically to conduct random open file evaluations
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during the Consultant's normal business hours. Such evaluation rights shall not extend to
Consultant's proprietary information including standard rates and multipliers.
E. The Consultant has, and shall maintain throughout the term of this agreement, appropriate
licenses and approvals required to conduct its business, and that it will at all times
conduct its business activities in a reputable manner. Proof of such licenses and approvals
shall be submitted to the County upon request.
ARTICLE 9
CONSULTANT'S BOOKS, RECORDS AND DOCUMENTS
Consultant 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 (4) years following the termination of
this Agreement. Such inspection rights shall not extend to Consultant's proprietary information.
If an auditor employed by the County or Clerk of Courts determines that monies paid to
Consultant pursuant to this Agreement were spent for purposes not authorized by this
Agreement, the Consultant shall repay the monies together with interest calculated pursuant to
Sec. 55.03; FS, running from the date the monies were paid to Consultant.
ARTICLE 10
PUBLIC ACCESS
The County and Consultant 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 County and Consultant
in conjunction with this Agreement; and the County shall have the right to unilaterally cancel
this Agreement upon violation of this provision by Consultant. Such inspection rights shall not
extend to Consultant's proprietary information.
ARTICLE 11
CHANGES IN SCOPE OF SERVICES
The County may, at any time, make changes in the scope of Services required under a Task
Order for the Project or in the definition of Services to be performed. In the event the County
notifies Consultant of its desire to make a change in the scope of Services that may change the
cost of performance, Consultant shall, within ten (10) working days after receiving such notice,
give the County notification of any potential change in price for the Services. Equitable
adjustments to price and time of performance resulting from scope of Services changes will be
negotiated and upon mutual agreement by Client and Consultant, the Task Order will be
modified by a written instrument, signed by both parties, to reflect the changes in scope of
Services, price and schedule.
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ARTICLE 12
WARRANTY
A. Consultant warrants that its engineering, design and consulting Services will be performed
in accordance with generally accepted standards in the industry. Following completion of
its Services and for a period of twelve (12) months thereafter, if the Services provided
hereunder do not conform to the warranty above stated and the same is reported to
Consultant by the County in writing promptly after recognition thereof, Consultant shall, at
no cost to the County, furnish all remedial engineering, design or consulting Services
required in connection therewith as soon as reasonably possible after receipt of such report
from the County; and Consultant shall have no liability for costs related to the repair,
replacement, addition or deletion of materials, equipment or facilities as a result of such
failure to conform to the above - referenced warranties, which costs shall be deemed costs of
the project, whether incurred during performance of the Services or after completion of the
Services.
B. Consultant's warranties shall not apply to any defect which results from: ordinary wear and
tear, misoperation, corrosion or erosion, noise levels, operating conditions more severe than
those contemplated in the original design, or a defect in a process or mechanical design or
equipment furnished or specified by the County or others.
C. All representations, warranties and guarantees made by Consultant in connection with its
Services are limited to those set forth in this Article 12. IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE
SPECIFICALLY EXCLUDED. For any deficiencies in the Services, Client shall be
restricted to the remedies expressly set forth in this Article 12; such remedies are the
County's sole and exclusive remedies for deficiencies in the Services and the County hereby
waives any and all other remedies, whether at law or in equity, and regardless of whether the
claim is asserted under contract, tort (including the concurrent or sole and exclusive
negligence of Consultant), strict liability or otherwise.
ARTICLE 13
INDEMNIFICATION
A. Notwithstanding any minimum insurance requirements prescribed elsewhere in this
Agreement, Consultant will 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 (including,
without limitation, costs of remediation and costs of additional security measures that the
Federal Aviation Administration, the Transportation Security Administration or any other
governmental agency requires by reason of, or in connection with a violation of any federal
law or regulation, attorneys' fees and costs, court costs, fines and penalties) that may be
asserted against, initiated with respect to, or sustained by, any indemnified party by reason
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of, or in connection with, (A) the negligence or willful misconduct of Consultant or any of
its employees, agents, contractors or other invitees, or (B) Consultant'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 negligent acts or omissions of the County or any of its employees,
agents, contractors or invitees (other than Consultant). 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.
B. The County, as a political sub - division of the State of Florida, as defined in Section 768.28,
Florida Statutes, agrees to be fully responsible to the limits set forth in such statute for its
own negligent acts or omissions, or intentional tortuous acts, which result in claims or suits
against either the Consultant or County, and agrees to be liable to the statutory limits for any
damages proximately caused by said acts or omissions, or intentional tortious acts.
ARTICLE 14
LIMITATION OF LIABILITY
The total aggregate liability of Consultant arising out of the performance or breach of this
Agreement or any Task Order hereunder shall not exceed the total compensation paid to
Consultant under the applicable Task Order or $500,000, whichever is less. The limitations of
liability set forth in this Article shall apply regardless of the fault, breach of contract, tort
(including the concurrent or sole and exclusive negligence), strict liability or otherwise of
Consultant, its employees or subconsultants. The Parties agree that the limitations of liability as
set forth herein shall not be interpreted as a form of indemnification.
ARTICLE 15
INSURANCE
As a pre- requisite of the work governed, or the goods supplied under this Agreement (including
the pre - staging of personnel and material), the Consultant shall obtain, at his own expense,
insurance as specified in any attached schedules, which are made part of this Agreement. The
Consultant will ensure that the insurance obtained will extend protection to all Contractors and
subcontractors engaged by the Consultant. As an alternative, the Consultant may require all
Contractors and Subcontractors to obtain insurance consistent with the attached schedules.
The Consultant will not be permitted to commence work governed by this Agreement (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 Consultant to provide satisfactory evidence of the required insurance,
shall not extend any specified deadlines and any penalties and failure to perform assessments
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shall be imposed as if the work commenced on the specified date and time, except for the
Consultant's failure to provide satisfactory evidence.
The Consultant 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
Consultant to maintain the required insurance shall not extend any specified deadlines and any
penalties and failure to perform assessments shall be imposed as if the work had not been
suspended, except for the Consultant's failure to maintain the required insurance.
The Consultant shall provide, to the County, as satisfactory evidence of the required insurance, a
Certificate of Insurance.
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 Consultant's
insurance shall not be construed as relieving the Consultant from any liability or obligation
assumed under this Agreement 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 and
Professional Liability.
Any deviations from these General Insurance Requirements must be requested in writing on the
County - prepared form entitled, "Request for Waiver of Insurance Requirements" and
approved by Monroe County Risk Management.
Prior to execution of this agreement, the consultant shall furnish the County Certificates of
Insurance indicating the minimum coverage limitations as indicated by an —X on the attached
forms identified as INSCKLST 1 -5, as further detailed on forms WC1, GL1, GIR 1, and VLI,
each attached hereto and incorporated as part of this contract document, and all other
requirements found to be in the best interest of Monroe County as may be imposed by the
Monroe County Risk Management Department.
ARTICLE 16
RELATIONSHIP OF CONSULTANT TO CLIENT
At all times and for all purposes under this agreement the Consultant is an independent
contractor and not an employee of the Board of County Commissioners of Monroe County. No
statement contained in this agreement shall be construed so as to find the Consultant or any of
his employees, contractors, servants, or agents to be employees of the Board of County
Commissioners of Monroe County.
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ARTICLE 17
PERSONNEL
Consultant agrees that during Consultant's performance of Services hereunder, adequate
provision shall be made to staff and retain the services of such competent personnel as may be
appropriate or necessary for the performance of such Services. The County shall have the right
to review the personnel assigned by Consultant, and Consultant shall remove any personnel not
acceptable to the County. Consultant may remove personnel assigned to a Task Order without
the County's prior approval, provided the progress of the Services shall not be unreasonably
impaired.
ARTICLE 18
NONDISCRIMINATION
Consultant agrees 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. Consultant agrees 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 patient 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.
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ARTICLE 19
ASSIGNMENT /SUBCONTRACT
The Consultant shall not assign or subcontract its obligations in their entirety under this
agreement, except in writing and with the prior written approval of the Board of County
Commissioners of Monroe County, which approval shall be subject to such conditions and
provisions as the Board may deem necessary. This paragraph shall be incorporated by reference
into any assignment or subcontract and any assignee or subcontractor shall comply with all of the
provisions of this agreement. Unless expressly provided for therein, such approval shall in no
manner or event be deemed to impose any additional obligation upon the board. The prohibition
against assignment or subcontracting shall not apply in those instances where the Consultant
contracts a sub - consultant to perform a portion of the Consultant's obligations under the terms of
the agreement.
ARTICLE 20
OWNERSHIP OF INSTRUMENTS OF SERVICE AND DATA
A. The County agrees to defend, indemnify and hold harmless Consultant and its employees
from and against claims resulting from re -use of the design data, drawings, estimates,
calculations and specifications prepared by Consultant ( "instruments of service ") on
extensions of the project or at a location other than that contemplated by the Task Order.
The County is advised that should the County re -use the instruments of service at another
location, the instruments of service should be reviewed and sealed by the County or an
engineer licensed in the jurisdiction where the instruments of service are sought to be re-
used.
B. All materials and information that are the property of the County and all copies or
duplications thereof shall be delivered to the County by Consultant, if requested by the
County, upon completion of Services. Consultant may retain one complete set of
reproducible copies of all of its instruments of service.
ARTICLE 21
PERMITS AND LICENSES
Consultant represents to the County that it has and will maintain during the performance of the
Services under this Agreement any permits or licenses which, under the regulations of federal,
state, or local governmental authority, it may be required to maintain in order to perform the
Services.
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ARTICLE 22
ADHERENCE TO LAWS
In providing all services /goods pursuant to this agreement, the Consultant shall abide by all
statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, 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 Board to terminate this contract immediately upon delivery of written notice of
termination to the contractor. The consultant shall possess proper licenses to perform work in
accordance with these specifications throughout the term of this agreement.
ARTICLE 23
NONDISCLOSURE OF PROPRIETARY AND
CONFIDENTIAL MATERIALS
The County and Consultant agree that any disclosure will be made on the following basis:
A. Confidential Client Information ( "Primary Data ") disclosed to Consultant which is
identified in writing by the County as proprietary to the County shall be: (1) safeguarded,
(2) maintained in confidence, and (3) made available by Consultant only to those of its
employees or others who have a need -to -know and agree to equivalent conditions
pertaining to nondisclosure as contained herein.
B. Upon completion of the Project or sooner if the County so requests, the Consultant shall
return to the County's representative all Primary Data furnished to the Consultant under
this Agreement and shall, if requested, deliver to the County's representative all drawings,
schedules, calculations, and other documents generated by Consultnat for use in connection
with the Project ( "Secondary Data ").
C. Consultant shall not use for itself or to disclose to third parties any Primary Data or
Secondary Data without the prior written consent of the County.
D. The nondisclosure obligations pertaining to Primary and Secondary Data shall terminate
three (3) years from date Consultant's association with this Project terminates. The
nondisclosure obligations shall not apply to any data which:
1. Was known to the Consultant (and previously unrestricted) before disclosure of
Primary Data to Consultant under this Agreement or before generation of Secondary
Data;
2. Is subsequently acquired by the Consultant from a third party who is not in default of
any obligation restricting the disclosure of such information; or
3. Is subsequently available or becomes generally available to the public.
E. Notwithstanding this nondisclosure obligation, Consultant may nevertheless draw upon its
experience in its future association with other clients.
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ARTICLE 24
DISCLOSURE AND CONFLICT OF INTEREST
The Consultant represents that it, its directors, principals and employees, presently have no
interest and shall acquire no interest, either direct or indirect, which would conflict in any
manner with the performance of services required by this Agreement, as provided in Sect.
112.311, et. seq.,Florida Statutes. 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.
The County and Consultant 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 Consultant 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.
ARTICLE 25
NO PLEDGE OF CREDIT
The Consultant shall not pledge the County's credit or make it a guarantor of payment or surety
for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Consultant
further warrants and represents that it has no obligation or indebtedness that would impair its
ability to fulfill the terms of this contract.
ARTICLE 26
CERTIFICATION OR SEALING OF INSTRUMENTS OF SERVICE BY
PROFESSIONAL ENGINEER
All specifications, drawings, and other engineering documents that are prepared by Consultant
shall be certified or sealed by a registered professional engineer. Such certifications or seals
shall be valid for the state in which the specifications, drawings, or other engineering documents
are to be used or applied.
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ARTICLE 27
FORCE MAJEURE
Any delays in or failure of performance by Consultant or the County, other than the payment of
money, shall not constitute default hereunder if and to the extent such delays or failures of
performance are caused by occurrences beyond the reasonable control of the County or
Consultant, as the case may be, including but not limited to, acts of God or the public enemy;
compliance with any order or request of any governmental authority; fires, floods, explosion,
accidents; riots, strikes or other concerted acts of workmen, whether direct or indirect; or any
causes, whether or not of the same class or kind as those specifically named above, which are not
within the reasonable control of the County or Consultant respectively. In the event that any
event of force majeure as herein defined occurs, Consultant shall be entitled to a reasonable
extension of time for performance of its Services under the affected Task Order.
ARTICLE 28
PROJECT DELAY
If a Task Order or the Consultant's proposal calls for provision of its Services under a guaranteed
maximum price, fixed fee, or stipulated lump sum basis and the Consultant's work on any phase
of the Services is extended by one or more force majeure events or other delays not attributable
in whole or in part to the fault of Consultant, then the guaranteed maximum price, fixed fee, or
stipulated lump sum, as the case may be, shall be equitably adjusted.
ARTICLE 29
LIMITED AGENCY — PROCUREMENT SERVICES
If this Agreement authorizes Consultant to perform procurement Services, the following terms
will apply:
A. The County appoints Consultant as its Agent, and the County accepts such appointment to
purchase in the County's name and on behalf of Client, equipment, materials, supplies and
services in connection with the project.
B. Such purchases shall be made by a special purchase order provided by the County, or such
other forms, terms and conditions, or modifications or revisions to said forms as the County
may in its sole discretion at any time instruct Consultant to use. Consultant shall furnish
the County with a copy of the purchase order document at the time the purchase order is
issued. All purchases shall be carried out in accordance with Monroe County purchasing
policies and procedures.
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C. Consultant shall not have authority to accept or bind the County in any way to changes,
modifications, revisions, alterations, amendments, or supplemental, additional, or different
terms and conditions (hereinafter referred to as "deviations ") which may be submitted or
requested by a vendor or contractor. Consultant shall immediately submit any deviations
from the County's standard terms and conditions to the County for review by the County's
Purchasing Manager or his representative and such deviations shall not be accepted by
Consultant unless Consultant receives express written approval thereof from the County's
Purchasing Manager or his representative.
D. All purchase orders issued by Consultant hereunder shall be signed by Consultant for the
County. The ownership and title of all items purchased hereunder shall pass directly from
the selling party to the County, and Consultant shall at no time be a party to such
transaction other than as agent of the County. The County shall have the unilateral right to
have the commitment authority of Consultant, its employee or this limited agency
authorization in its entirety revoked and cancelled at any time, with or without cause. The
County shall be obligated directly to the selling party for all payments for materials,
equipment, supplies and services procured hereunder.
E. Consultant shall maintain at all times at its offices at 245 Riverside Ave., Jacksonville, FL
32092, a complete file of all commitments, drawings, specifications, insurance certificates,
guarantees and warranties relating to its procurement work on behalf of the County, and
these shall remain the property of the County and shall be turned over to the County at the
conclusion of the project.
F. The agency relationship created hereby shall be limited to the purchase of materials,
equipment, supplies and services for the project and to such ancillary activities as may be
necessary or appropriate in connection therewith, including but not limited to, freight
movement, freight consolidation and freight forwarding; expediting of deliveries of
purchased items, and receiving reports for such items when they arrive at the project.
G. Consultant shall not have authority to make any representation on behalf of the County or
to commit the County in any way beyond the express authority granted by this Article 29,
unless otherwise granted by the County in writing.
H. The County shall hold Consultant and its employees harmless from any claims, suits or
liabilities arising out of any breach or other failure of performance by any contractor,
vendor or supplier under any contract or purchase order issued by Consultant hereunder.
I. Consultant shall give the County immediate notice in writing of any action, suit or lien
filed or to be filed, and prompt notice of any claim made against the County or Consultant
by any vendor, contractor or subcontractor which may result in litigation or a lien in any
way related to the project. Consultant's liability for its Services is as stated in Article 14.
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ARTICLE 30
CONSTRUCTION PHASE SERVICES
If this Agreement includes the furnishing of any Services during the construction phase of the
Project, the following terms will apply:
A. If Consultant is called upon to observe the work of the County's construction contractor(s)
for the detection of defects or deficiencies in such work, Consultant will not bear any
responsibility or liability for such defects or deficiencies or for the failure to so detect.
Consultant shall not review or manage the means, methods, techniques, sequences or
procedures utilized by any construction contractor. Consultant shall not make inspections or
reviews of the safety programs or procedures of the construction contractor(s), and shall not
review their work for the purpose of ensuring their compliance with safety standards. The
construction contractor(s) shall be solely responsible for construction safety.
B. If Consultant is called upon to review submittals from construction contractors, Consultant
shall review and approve or take other appropriate action upon construction contractor(s)'
submittals such as shop drawings, product data and samples, but only for the limited
purpose of checking for conformance with information given and the design concept
expressed in the contract documents. The Consultant's action shall be taken with such
reasonable promptness as to cause no delay in the work while allowing sufficient time in the
Consultant's professional judgment to permit adequate review. Review of such submittals
will not be conducted for the purpose of determining the accuracy and completeness of other
details such as dimensions and quantities or for substantiating instructions for installation or
performance of equipment or systems designed by the construction contractor, all of which
remain the responsibility of the construction contractor. The Consultant's review shall not
constitute approval of safety precautions or of construction means, methods, techniques,
sequences or procedures. The Consultant's approval of a specific item shall not indicate
approval of an assembly of which the item is a component.
C. Consultant shall not assume any responsibility or liability for performance of the
construction services, or for the safety of persons and property during construction, or for
compliance with federal, state and local statutes, rules, regulations and codes applicable to
the conduct of the construction services.
D. All services performed by others, including construction contractors and their
subcontractors, shall be warranted only by such others and not by the Consultant.
E. All contracts between the County and its construction contractor(s) shall contain broad form
indemnity and insurance clauses in favor of the County and Consultant, in a form
satisfactory to Consultant.
ARTICLE 31
GOVERNING LAW, VENUE, INTERPRETATION, COSTS AND FEES
A. 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.
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13. 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,
F lorida.
C. The County and Consultant 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.
D. 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 Consultant 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.
E. Attorney's Fees and Costs. The County and Consultant 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, court costs, investigative, and out -of- pocket expenses, as an award
against the non - prevailing party, and shall include attorney's fees, courts costs, investigative, and
out -of- pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted
pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and
usual and customary procedures required by the circuit court of Monroe County.
F. Adjudication of Disputes or Disagreements. County and Consultant agree that all disputes
and disagreements shall 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 discussed at a public meeting of the
Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of
the parties, then any party shall have the right to seek such relief or remedy as may be provided
by this Agreement or by Florida law.
G. 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 Consultant 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 Consultant
specifically agree that no party to this Agreement shall be required to enter into any arbitration
proceedings related to this Agreement.
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ARTICLE 32
NOTICES AND /OR COMMUNICATIONS
Any notice required or permitted under this agreement shall be in writing and hand delivered or
mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the
following:
FOR COUNTY
County Administrator and County Attorney
1 100 Simonton Street PO Box 1026
Key West, FL 33040 Key West, F1. 33041 -1026
FOR CONSULTANT:
Mr. Chris Bowker, P.E.
245 Riverside Ave.
Jacksonville, FL 32092
ARTICLE 33
TAXES
The County is exempt from payment of Florida State Sales and Use taxes. The Consultant shall
not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for
materials used to fulfill its obligations under this contract, nor is the Consultant authorized to use
the County's Tax Exemption Number in securing such materials. The Consultant shall be
responsible for any and all taxes, or payments of withholding, related to services rendered under
this agreement.
ARTICLE 34
TERMINATION
A. The County may terminate this Agreement for cause with fifteen (15) days notice to the
Consultant. Cause shall constitute a breach of the obligations of the Consultant to perform the
services enumerated as the Consultant's obligations under this contract.
B. Either of the parties hereto may terminate this contract without cause by giving the other
party sixty (60) days written notice of its intention to do so.
ARTICLE 35
MISCELLANEOUS
A. Binding Effect. The terms, covenants, conditions, and provisions of this Agreement
shall bind and inure to the benefit of the County and Consultant and their respective
legal representatives, successors, and assigns.
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B. 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.
C. Claims for Federal or State Aid. Consultant 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 submitted by the Consultant shall be approved by the County prior to
submission.
D. 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.
E. 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.
F. 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 County and the Consultant agree that neither the County nor the Consultant 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.
G. Attestations. Consultant 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.
H. 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 or Consultant in their individual capacities, and no member, officer, agent or
employee of Monroe County or Consultant shall be liable personally on this Agreement
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or be subject to any personal liability or accountability by reason of the execution of this
Agreement.
I. 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 signing any such counterpart.
J. 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.
K. Covenant of No Interest. County and Consultant 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.
L. 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 County and Consultant 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 Consultant 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. Non- Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida
Statutes, the participation of the County and the Consultant 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.
0. Waiver. Waiver by either party of any breach or failure to enforce any of the terms and
conditions of this Agreement at any time shall not in any way effect, limit, or waive such
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party's rights thereafter to enforce and compel strict compliance with all the terms and
conditions of this Agreement.
P. Severability. Any provision of this Agreement prohibited by law shall be ineffective to
the extent of such prohibition without invalidating the remaining provisions of this
Agreement.
Q. Rights and Remedies. The specific remedies set forth in this Agreement, including but
not limited to those remedies with respect to the quality of the Services performed by
Consultant hereunder, are the exclusive remedies of the Parties.
R. Ownership. County agrees to inform Consultant in those instances where a leasehold to a
facility where work is contemplated is held by another.
S. Time of Accrual. For services performed by Consultant before substantial completion, all
causes of action against Consultant shall accrue and the statute of limitations shall
commence to run no later than the date of substantial completion of the Project. For
services performed by Consultant after the date of substantial completion but before final
completion of the Project, all causes of action against Consultant shall accrue and the
statute of limitations shall commence to run no later than the date of final completion.
The Parties expressly agree that the discovery rule for purposes of accrual shall not apply.
T. Publicity. Neither of the Parties shall make any press release, news disclosure or other
advertising related to the Project that includes the name of the other party without first
obtaining the written approval of the other party.
U. Federal, State and Local Law. The Consultant shall comply with all federal, state, county
and local laws, ordinances, rules and regulations now and hereafter in force which may
be applicable to the operation of its business at the airport as amended from time to time.
V. Airport Security Requirements.
a. General. The federal Transportation Security Administration is the federal agency
primarily responsible for overseeing the security measures utilized by the airport owner pursuant
to the relevant provisions of Chapter 49, United States Code, and regulations adopted under the
authority of the Code, including but not limited to 49 CFR 1540, et seq. Violations of the statutes
or regulations may result in severe civil monetary penalties being assessed against the airport
operator. It is the intent of the airport operator that the burdens and consequences of any security
violations imposed upon the airport operator as a result of actions by an airport tenant or the
airport tenant's employees, agents, invitees, or licensees shall be borne by the airport tenant.
b. Airport Tenant Defined. An airport tenant means any person, entity, organization,
partnership, corporation, or other legal association that has an agreement with the airport
operator to conduct business on airport property. The term also includes an airport tenant as
defined in 49 CFR 1540.5. Each signatory to this Agreement, other than the airport operator, is
an airport tenant.
c. Airport Operator Defined. As used in this Agreement, airport operator means
Monroe County, Florida, its elected and appointed officers, and its employees.
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d. Airport Property Defined. Airport property shall mean the property owned or leased
by, or being lawfully used by, the airport operator for civil aviation and airport- related purposes.
For purposes of this Agreement, airport property is the property generally referred to as the Key
West Airport, the Marathon Airport, or both as may be set forth in this Agreement.
e. Inspection Authority. The airport tenant agrees to allow Transportation Security
Administration (TSA) authorized personnel, at any time or any place, to make inspections or
tests, including copying records, to determine compliance of the airport operator or airport tenant
with the applicable security requirements of Chapter 49, United States Code, and 49 CFR 1540,
et seq.
f. Airport Security Program. The airport tenant agrees to become familiar, to the extent
permitted by the airport operator, with the Airport Security Program promulgated by the airport
operator and approved by TSA, and also agrees to conform its' operations and business activities
to the requirements of the Airport Security Program.
g. Tenant Security Program. If permitted under TSA regulations, the airport tenant may
voluntarily undertake to maintain an Airport Tenant Security Program as referred to in 49 CFR
1542.113. If the airport tenant voluntarily promulgates an Airport Tenant Security Program that
is approved by TSA, such program, as may be amended and approved from time to time, shall be
automatically incorporated into this Agreement.
h. Breach of Agreement. Should TSA determine that the airport tenant or one or more of
the airport tenant's employees, agents, invitees, or licensees has committed an act or omitted to
act as required, and such act or omission is a violation which results in TSA imposing a civil
penalty against the airport operator in accordance with TSA's Enforcement Sanction Guidance
Policy, such determination and imposition of a civil penalty by TSA shall be considered a
significant breach of this Agreement.
(1). Minimum Violation. If the violation is the first or second violation attributed to the
airport tenant and is a civil penalty minimum violation as provided for in TSA's Enforcement
Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport
operator the total costs incurred by the airport operator, including any fines or penalties imposed,
in investigating, defending, mitigating, compromising, or taking of remedial measures as may be
agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred
in the investigation, defense, compromising, mitigation, or taking of remedial action measures. If
the violation is a third violation, or there are multiple violations in excess of two violations, that
is or are a civil penalty minimum violation', the airport tenant shall pay to the airport operator
the total costs incurred by the airport operator, including any fines or penalties imposed, in
investigating, defending, compromising, mitigating, or taking of remedial measures as may be
agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred
in the investigation, defense, compromising, mitigation, or taking of remedial action measures;
and, further, the airport operator shall have the right to unilaterally cancel this Agreement, such
cancellation to be effective thirty calendar days after receipt by the airport tenant of written
notice of cancellation of this Agreement by the airport operator.
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(2). Moderate Violation. If the violation is the first or second violation attributed to the
airport tenant and is a civil penalty moderate violation as provided for in TSA's Enforcement
Sanction Guidance Policy, the airport tenant may cure breach by paying to the airport operator
the total costs incurred by the airport operator, including any fines or penalties imposed, in
investigating, defending, compromising, mitigating or taking of remedial measures as may be
agreed to by TSA to include but not be limited to reasonable attorney's fees and costs incurred in
the investigation, defense, compromising, mitigation, or taking of remedial action measures; and,
further, the airport tenant may cause all of airport tenant's employees involved in the airport
tenant's business operations on the airport property to undergo such security training as may be
required by the airport operator. The total cost of the training shall be paid for by the airport
tenant. If the violation is a third violation, or there are multiple violations in excess of two
violations, that is or are a civil penalty moderate violation, the airport tenant shall pay to the
airport operator the total costs incurred by the airport operator, including any fines or penalties
imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures
as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs
incurred in the investigation, defense, compromising, mitigation, or taking of remedial action
measures; further, the airport operator shall have the right to unilaterally cancel this Agreement
such cancellation to be effective thirty calendar days after receipt by the airport tenant of written
notice of cancellation of this Agreement by the airport operator.
(3). Maximum Violation. If the violation is the first violation attributed to the airport
tenant and is a civil penalty "maximum violation" as provided for in TSA's Enforcement
Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport
operator the total costs incurred by the airport operator, including any fines and penalties
imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures
as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs
incurred in the investigation, defense, compromising, mitigation, or taking of remedial action
measures; and, further, the airport tenant may cause all of airport tenant's employees involved in
the airport tenant's business operations on the airport property to undergo such security training
as may be required by the airport operator. The total cost of the training shall be paid for by the
airport tenant. If the violation is a second violation, or there are multiple violations, that is or are
a civil penalty "maximum violation ", the airport tenant shall pay to the airport operator the total
costs incurred by the airport operator, including any fines or penalties imposed, in investigating,
defending, compromising, mitigating, or taking of remedial measures as may be agreed to by
TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the
investigation, defense, compromising, mitigation, or taking of remedial action measures; and,
further, the airport operator shall have the right to unilaterally cancel this Agreement, such
cancellation to be effective thirty calendar days after receipt by the airport tenant of written
notice of cancellation of this Agreement by the airport operator.
(4). Mitigation of Breach. TSA has a policy of forgoing civil penalty actions when the
airport operator detects violations, promptly discloses the violations to TSA, and takes prompt
corrective action to ensure that the same or similar violations do not recur. This policy is known
as the TSA Voluntary Disclosure Program Policy, and is designed to encourage compliance with
TSA regulations, foster secure practices, and encourage the development of internal evaluation
programs. The airport tenant agrees that upon detecting a violation the airport tenant will
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immediately report it to the airport operator. Should the TSA ultimately determine that the
violation was committed by the airport tenant, or an employee, agent, invitee, or licensee of the
airport tenant, but the violation should result in the issuance of a letter of correction in lieu of a
civil penalty, then the airport tenant shall reimburse the airport operator the total costs incurred
by the airport operator in investigating, defending, mitigating, or taking of remedial measures as
may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs
incurred in the investigation, defense, mitigation, or taking of remedial action measures. A
violation resulting in the issuance of a letter of correction shall not be considered to be a breach
of this Agreement by the airport tenant.
(5). Survival of Sub - Section. This sub - section h shall survive the cancellation or
termination of this Agreement, and shall be in full force and effect.
U. Mutual Review. This Agreement has been carefully reviewed by Consultant and
the County, therefore this Agreement is not to be construed against either party on the
basis of authorship.
V. Entirety of Agreement. This Agreement constitutes the entire Agreement between
the parties with respect to the subject matter hereof and supersedes all prior negotiations
and discussions concerning the subject matter hereof.
IN - WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
ti e - first writroh in four (4) counterparts, each of which shall, without proof or accounting
fore` dther-corparts, be deemed and original contract.
(SEAL) ' BOARD OF OUNTY COMMISSIONERS
ATTEST: CANNY L. KOLHAGE, CLERK OF MONR C TY, FLORIDA
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By
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JACOBS PROJECT MANAGEMENT CO
By 527%,4
Witness Title Vice President
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ASST '
Page 22 of 33
COU ATTORNE C 1 04)
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WORKERS' COMPENSATION
INSURANCE REQUIREMENTS
Prior to the commencement of work governed by this Agreement, the Consultant shall obtain
Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440.
In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less
than:
$1,000,000 Bodily Injury by Accident
$1,000,000 Bodily Injury by Disease, policy limits
$1,000,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the Agreement.
Coverage shall be provided by a company or companies authorized to transact business in the
State of Florida and the company or companies must maintain a minimum rating of A -VI, as
assigned by the A.M. Best Company.
If the Consultant has been approved by Florida's Department of Labor, as an authorized self -
insurer, the County shall recognize and honor the Contractor's status. The Consultant 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 Consultant participates in a self - insurance fund, a Certificate of Insurance will be required.
In addition, the Consultant may be required to submit updated financial statements from the fund
upon request from the County.
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GENERAL LIABILITY
INSURANCE REQUIREMENTS
Prior to the commencement of work governed by this Agreement, the Consultant shall obtain
General Liability Insurance. Coverage shall be maintained throughout the life of the contract and
include, as a minimum:
• Premises Operations
• Products and Completed Operations
• Blanket Contractual Liability
• Personal Injury Liability
• Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per Person
$1,000,000 per Occurrence
$ 100,000 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.
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VEHICLE LIABILITY
INSURANCE REQUIREMENTS
Recognizing that the work governed by this Agreement requires the use of vehicles, the
Consultant, 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:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$500,000 per Person
$1,000,000 per Occurrence
$100,000 Property Damage
The Monroe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements.
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ARCHITECTS ERRORS AND OMISSIONS LIABILITY
(1996 Edition)
INSURANCE REQUIREMENTS
Recognizing that the work governed by this Agreement involves the furnishing of architectural
services, the Consultant, prior to the commencement of work, shall purchase and maintain,
throughout the life of the agreement, Architects Errors and Omissions Liability Insurance which
will respond to damages resulting from any claim arising out of the performance of professional
services or any error or omission of the consultant arising out of work governed by this
agreement. This insurance shall be maintained in force for a period of two years after the date of
Substantial Completion of any project governed by this agreement.
The minimum limits of liability shall be:
$1,000,000 pre occurrence /$2,000,000 aggregate
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APPENDIX A
CONSULTANT SCOPE OF SERVICES
The Consultant shall provide the following, if requested:
1. Support the County staff in development of a scope of services for planning, architectural,
design, finanical, environmental, engineering, permitting, construction, and administration
services.
2. Reviews of studies, plan submittals, engineering calculations, schedules, perform independent
fee estimates, and other technical documents.
3. Quality control and constructability reviews of plans.
4. Program and construction management services such as, but not limited to: financial
management; planning ,engineering,architectural programming and reviews; assist the County in
negotiations and selection of other consultants; manage design consultants; review and
coordianate other consultants providing services to the County; produce draft environmental
work plans and specifications; provide FAA /FDOT construction reporting compliance services;
provide oversight of other consultants work; review and update construction schedules; develop
and update cash flow schedules; coordinate with users, tenants and funding agencies; coordinate
between contractors of different projects; apply for, obtain and monitor environmental,
conditional use and interagency permits; review contract bid documents for FAA/FDOT and
other regulatory and utility compliance issues; provide Resident Project Representative services,
and assist in the coordination with the FAA and FDOT.
5. Project studies, planning and programming services such as, but not limited to: master plans,
noise studies, new air services, forecasts, airspace and zoning studies, obstruction studies, airport
layout plans, property maps, traffic studies and analysis, finanical studies, rates and charges
studies, economic impact studies, environmental assessments, environmental impact studies,
environmental /regulatory coordination and permitting, architectural planning and programming,
facilities planning and programming, feasibility studies, revenue bond funding studies, prepare
necessary documentation in support of bond financing programs, monitor compliance with bond
isue and budgets, program validation, prepare and administer passenger facility charges
applications, utilities planning and programming, develop a capital improvement program along
with cost estimates and schedules, airport security studies, and conduct other special studies as
assigned.
6. Project implementation Services for design such as, but not limited to: infrastructure studies
and investigations, project scope preparation, project design including but not limited to civil,
mechanical, electrical, plumbing, utility, and architectural disciplines, conduct/assist in public
information meetings, coordination with airport tenants /users and airlines, utility coordination
and inventory, prepare data, exhibits, maps, and preliminary drawings; land and aerial surveying
services, geotechnical services, environmental permitting services, cost estimating, construction
engineering and inspection.
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7. Administration Support Services such as, but not limited to: coordination with regulatory and
funding agencies, pre - planning, pre - application development, preparing and submit pre -
applications, applications, and reimbursement forms, work as an extension of staff to assist the
County as required, develop and revise DBE plans, and updating the Joint Agency Capital
Improvement Plan.
8. Annual Facilities Work Planning Services such as, but not limited to: conduct annual
inspection of facilities, assisting in developing annual work plan, prepare facility maintenance
program and prepare forms and surveys as needed.
9. Design services to be defined with each specific task assignment.
10. Bidding /Procurement support services to be defined with each specific task assignment.
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APPENDIX B
MASTER AGREEMENT FOR PROFESSIONAL SERVICES
TIME AND EXPENSE COMPENSATION
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JACOBS
2011 — 2012 Billing and Expense Rates
CLASSIFICATION LOADED HOURLY RATES*
Project Director $220.00
Sr. Project Manager $195.00
Project Manager $165.00
Senior Engineer $140.00
Senior Planner $190.00
Senior Designer $115.00
Project Engineer $223.00
Engineer $90.00
Planner $90.00
Designer $85.00
Senior CADD Tech $90.00
CADD Tech. (Drafter) $60.00
Principal Structural $195.00
Sr. Resident Inspector $92.00
Resident Inspector $62.00
Clerical $58.00
Senior Architect $130.00
Project Architect $100.00
Architect $82.00
Principal Electrical $180.00
Senior Electrical $130.00
Electrical $90.00
Prinicipal Mechanical $160.00
Senior Mechanical $110.00
Mechanical $75.00
Senior Structural $113.00
Structural $65.00
Prinicipal Landscape Arch. $195.00
Lanscape Arch $68.00
*LOADED(BURDENED) HOURLY RATES SUBJECT TO CHANGE JANUARY 2013
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TRAVEL EXPENSES: For purposes of preparing task order cost estimates, the folowing shall
apply;
A. Lodging/Meals /Incidental Expenses
1. Each Consultant required to travel ovenight in performance of this contract shall be
reimbursed for lodging, meals, and incidental expenses at the rates established by Monroe
County Code as codified in Chapter 2, Article 3 of the Monroe County Code. Receipts are not
required.
2. On the day of depature, 75% of the applicable rate will apply. On the last day of travel,
75% of the applicable rate will apply. Receipts are not required.
B. Air Travel
The County shall reimburse for air travel at the coach rate. Travel shall be by the route that
is most cost effective to the Authority. The Contractor shall bear any additional costs incurred as
a result of deviations from this route for personal reasons.
C. Rental Automobiles
Rental automobiles shall be used only when it will effect a savings or other advantage or
when the use of other transportation is not feasible.
D. Private Automobiles
Use of private automobiles will be reimbursed at the rate established by Monroe County
Code as codified in Chapter 2, Article 3 of the Monroe County Code.
E. Other
Other acutal expenses incurred in the performance of this contract, exlcusive of normal
operating expenses, and as approved by the County, shall be reimbursed.
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APPENDIX C
TASK ORDER FORM
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MASTER AGREEMENT FOR PROFESSIONAL SERVICES
TASK ORDER FORM
Effective Date Task Order No.
Client Project No. Engineer Project No.
This Task Order is entered into on the effective date noted above pursuant to the "Master
Agreement for Professional Services" between ( "Client ") and
JACOBS ENGINEERING GROUP INC. ( "Consultant "), dated , 20
( "Agreement "). The Agreement is incorporated herein and forms an integral part of this Task
Order.
[All blank spaces should be filled in. Use "N /A" where no other response is appropriate.]
Services Authorized
Client authorizes Consultant to perform the Services described in Exhibit A attached hereto and
incorporated herein, which Exhibit A is marked with the above noted Task Order No. and
consists of page(s).
Pricing
Time and Expense per Agreement and Appendix B to the Agreement.
Firm Fixed Price of $
Other (Describe):
Schedule
Services may commence on
Services will cease by
Other
(SEAL) BOARD OF COUNTY COMMISSIONERS
ATTEST: DANNY L. KOLHAGE, CLERK OF MONROE COUNTY, FLORIDA
By
Mayor /Chairman
CONSULTANT:
JACOBS PROJECT MANAGEMENT CO
By
Witness Title
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