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2. 01/19/2012 Agreement DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: February 10, 2012 TO: Peter Horton, Director of Airports Attn: Judy Layne FROM: Pamela G. Hanc. 6.0 At the January 19, 2012, Board of County Commissioners meeting, the Board granted approval and authorized execution of Item C24 a proposal by ESCO Engineered Arresting Systems Corporation as a sole source provider for both the EMAS block materials and the installation required for the repairs to the Runway Safety Area EMAS (Engineered Materials Arresting System) on the eastern end of Runway 09 -27 at the Key West International Airport; and approval to authorize the Mayor to execute contract for said repairs upon legal review and approval by the County Attorney. Enclosed is a duplicate original of the above - mentioned for your handling. Should you have any questions, please feel free to contact our office. cc: County Attorney Finance File ✓ Monroe County Airport Commission Key West International Airport EMASMAX repair for Departure end of Runway (09 end Safety Area) Date: L J, 2012 Engineered Arresting Systems Corporation (ESCO) 2239 High Hill Road Logan Township, NJ 08085 ESCO will provide materials as identified herein and on -site services for the repair of the EMASMAX bed located on runway 09 (departure end). ESCO agrees to furnish the materials, equipment and labor defined below and transportation to perform the EMASMAX ° bed repair. The total cost for the EMASMAX bed repair, including manufacture, shipping, storage, removal and disposal of damaged materials, replacement and installation of new material, and all associated work, is $710,300 (Firm Fixed price). ESCO shall provide: 1. 253EMAS MAX blocks, installation support materials including all labor necessary to repair the existing EMAS system. 2. Shipping: ESCO will ship EMAS MAX blocks and installation support materials to the Airport to meet a mutually agreed upon installation schedule. If the installation is delayed beyond that time, ESCO shall be entitled to an equitable adjustment of its compensation for providing labor and onsite support services. Shipping shall be invoiced monthly based on the percentage of completion of shipping. 3. Terms & conditions: The Owner will pay ESCO in accordance with the Florida Prompt Payment Act, Florida Statues Section 218.735. ESCO shall not be entitled to payment unless and until it submits to the Owner invoices with supporting documentation acceptable to the Monroe County Clerk of Court, of which may include partial and final releases and waivers of lien; releases and waivers of lien from all contractors and subcontractors of ESCO and of any and all parties required by the owner. 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. The County designates the Clerk of Courts as its agent under the Local Government Prompt Payment Act, Florida Statues Section 218.735. Any amount, properly invoiced and unpaid 30 days - - after the invoice date, is subject to interest at the rate of 1% per month or the maximum RECEIVED ratclolecting lowed by law on the unpaid balance. Owner agrees to pay any expenses incurred ill unpaid balance including attorney's fees and costs. FEB -22012 AIRPORTS - 4. As stated in latest our proposal letter (dated November 29, 2011) no bonds or their fees have been included. 5. Notice to proceed (NTP) is granted upon full execution of this contract. Shipment of materials will begin at a time mutually agreed upon between ESCO and the Owner as required to meet the installation schedule. Owner understands price to be adjusted for extended storage if the materials are stored for more than two weeks beyond target installation start in the trailers onsite ($1,500 per trailer per month). 6. Secured storage site at Airport to be provided by Owner at no charge to ESCO. Material will be shipped starting approximately 2 weeks prior to installation start. 7. WARRANTY & LIABILITY — NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR IN ANY OTHER DOCUMENT OR AGREEMENT PERTAINING TO THE EMASMAX REPAIR, ESCO IS NOT PROVIDING ANY WARRANTY, INDEMNITY OR HOLD HARMLESS TO ANY PARTY EXCEPT AS SPECIFICALLY PROVIDED IN ESCO'S STANDARD LIMITED WARRANTY, WHICH IS ATTACHED HERETO. THE OWNER ACKNOWLEDGES THAT IT HAS HAD THE BENEFIT OF COUNSEL IN UNDERSTANDING ITS RIGHTS UNDER THIS PURCHASE ORDER AND THE LIMITED WARRANTY EXTENDED TO IT BY ESCO. 8. No sales /use or other taxes are included in the above price, and under no circumstances shall ESCO be liable for any sales, use or similar tax. In the event sales and/or use taxes are levied against ESCO by either the State, County, City or municipality, the Owner expressly assumes liability for any such sales /use or other taxes. 9. Either of ESCO or Owner shall have the right to terminate this Agreement following a material breach by the other party if the party seeking to terminate has provided the other party with sixty (60) days written notice specifying such breach and the other party has failed to cure. In such event, this Agreement shall terminate and ESCO shall be entitled to receive from Owner payment for the percentage of services performed through the date of termination, including material purchased for the EMASMAX repair and not shipped. 10. Notwithstanding anything to contrary contained herein, neither party shall have committed a material breach of this agreement if the reason for any failure to perform is caused by flood, hurricane, earthquake, war, terrorism or other similar force majeure cause, provided such party shall give the other party prompt notice of such cause and the anticipated delay. 11. Airport work hours available from 12:30 a.m. to 5:30 a.m. at minimum based on 5 days per week minimum. 12. ESCO shall provide insurance as required on the attached sheet prior to beginning delivery of materials (Exhibit 1). 13. Purchase Orders. No provision of any Owner issued purchase order or other Owner document shall alter or add to this Agreement. 14. This agreement, and the Exhibits attached to it and incorporated in it, constitute the entire agreement between the parties and no other terms, conditions, warranties, inducements, considerations, promises or interpretations are implied or impressed upon the agreement that are not addressed in the agreement. Amendments, changes, revisions or modifications, if any, must be in writing and signed by both parties. 15. The parties, by execution of this agreement, voluntarily and intentionally waive all rights to trial by jury as to all claims, disputes, or controversies arising out of, or relating to, this Agreement or the performance or breach thereof. 16. In the performance of this Agreement, the ESCO shall comply with all applicable federal, state and local laws, rules, ordinances, regulations and orders, including but not limited to any and all requirements of the FAA, the City's Granting Authority, about which ESCO acknowledges that it is familiar. BOARD OF COUNTY COMMISSIONERS .l Y L. KOLHAGE, CLERK OF MONROE COUNTY, FLORIDA y s r By By eputy Clerk Mayor /Chas rson ENGINEERED ARRESTING SYST ORATION Peter T. Mahal Executive Vice President Date lG /` CD r_ — w Q - -_ o CD — - LL- 00 d W - LA- _ ti cam+ ENGINEERED ARRESTING SYST ORATION Peter T. Mahal Executive Vice President Date lG /` Exhibit 1 - INSURANCE ESCO shall carry and maintain at least the minimum insurance as specified below until completion and acceptance of the work. Insert or attach airport's insurance requirements. Exhibit 2 — ESCO's Standard Limited Warranty Exhibit 3 — Monroe County required contract clauses EXHIBIT 1 INSURANCE ESCO shall carry and maintain at least the minimum insurance as specified below until completion and acceptance of the work. INSURANCE REQUIREMENTS FOR ESCO Prior to the commencement of work governed by this contract including the pre- staging of personnel and material the ESCO shall obtain at its own expense insurance as specified below. ESCO will ensure that the insurance obtained will extend protection to all Sub Contractors engaged by ESCO. As an alternative ESCO may require all Subcontractors to obtain comparable insurance. ESCO 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 ESCO 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 ESCO s failure to provide satisfactory evidence. ESCO shall maintain the required insurance throughout the entire term of this contract and any extensions specified in any 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 ESCO 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 ESCO s failure to maintain the required insurance. ESCO will be held responsible for all deductibles and self insured retentions that may be contained in ESCO s Insurance policies. ESCO 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 ESCOs insurance shall not be construed as relieving ESCO 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. 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. PROPERTY/BUILDER'S RISKANSTALLATION FLOATER Prior to the commencement of work governed by this contract, ESCO shall ensure that the EMAS blocks being purchased under this contract shall be insured on an "All Risk" basis, to include the perils of Flood and Wind, with limits no less than the Replacement Cost Value of EMAS blocks being purchased by the County. Coverage shall be maintained until the EMAS blocks are received by the County in Key West, Florida. As a minimum coverage shall extend to the following perils: Fire Lightning Vandalism Sprinkler Leakage Sinkhole Collapse Falling Objects Windstorm Smoke Explosion Civil Commotion Aircraft and Vehicle Damage Flood In addition ESCO shall provide, or arrange for the EMAS blocks to be insured as specified above while they are being transported to Key West, Florida. The Monroe County Board of County Commissioners shall be named as Loss Payee on all policies issued to satisfy the above requirements. COMMERCIAL GENERAL LIABILITY INSURANCE Prior to the commencement of work governed by this contract, ESCO 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) 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. VEHICLE LIABILITY INSURANCE Recognizing that the work governed by this contract may require the use of vehicles, ESCO 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) WORKERS COMPENSATION AND EMPLOYER S LIABILITYINSURANCE Prior to the commencement of work governed by this contract, ESCO shall obtain Workers Compensation Insurance with limits sufficient to respond to Florida Statute 440. In addition ESCO shall obtain Employers Liability Insurance with limits of not less than: $500,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease policy limits $500,000 Bodily Injury by Disease each employee Coverage shall be maintained throughout the entire term of the contract. EXHIBIT 2 ENGINEERED ARRESTING SYSTEMS CORPORATION EMASMAX REPAIR LIMITED WARRANTY ENGINEERED ARRESTING SYSTEMS CORPORATION ( "ESCO ") warrants to the original purchaser (the "Owner ") of the ESCO Engineered Material Arresting System ( "EMAS ") that, for a period of one year from the earlier of the date of acceptance, as evidenced by a final acceptance document signed by the Owner or 30 days from date ESCO notifies Owner that the EMASMAX REPAIR is ready for acceptance, and subject to the limitations stated herein, the EMASMAX REPAIR (excludes base surface preparation) conforms to the product specifications contained in the documents listed in the Inspection, Maintenance and Repair Manual. This Warranty is expressly conditioned on the Owner's satisfying all of the following requirements: 1. MAINTENANCE: ESCO requires that the Owner initiate and follow a preventative maintenance program in accordance with the ESCO Inspection, Maintenance and Repair Manual listed under the clause "Applicable Documents ". 2. NOTIFICATION: If the Owner believes that it has a claim arising from the failure of the EMASMAX REPAIR to conform with this Warranty, the Owner must notify ESCO of the claim, within twenty (20) days after discovering the conditions giving rise to the claim, and in any case before the Warranty period has expired. All such notices shall be given by certified mail addressed to Director of Quality Assurance, Attention: Warranty Claim Engineered Arresting Systems Corporation, 2550 Market Street, Aston, PA 19014 -3426, USA. Failure to adhere to any of the conditions stated above shall void this Warranty. WARRANTY REMEDY If the Warranty set forth above is breached, ESCO will, at its sole option, either (1) correct the non - conformity at its own cost within a reasonable time after receiving notice of the breach, or (2) replace the non - conforming portion of the EMASMAX' MATERIAL at its own cost within a reasonable time after receiving notice of the breach. The Owner shall give ESCO reasonable access to the EMAS that allows ESCO to perform its warranty obligations on its most cost - effective basis possible. In the event ESCO takes an action of correcting or replacing a non - conforming portion of the EMASMAX REPAIR, the original warranty completion date will remain unchanged. EXCLUSIONS ESCO shall not be liable for any damage to the EMASMAX REPAIR or other property attributable to any of the following (or any combination thereof): 1. Standing water in and around the EMAS bed, 2. Vehicular traffic, 3. Aircraft traffic in contact with the EMAS bed, 4. Acts of nature, including, but not limited to, lightning, flood, winds in excess of 100 mph, earthquake, hurricane, tornado, hail storm, or impact of objects or other violent storm or casualty, or event of such a nature to be considered force majeure, 5. Repairs or alterations of the EMAS, unless performed by personnel trained and qualified by ESCO and in a manner meeting the ESCO specifications and procedures listed under the clause "Applicable Documents ", 6. Excessive build up of debris in and around the EMAS bed, 7. Impact or contact with other objects, spilled liquids or immersion in liquids (including fuel dropped from over -flying aircraft), 8. Use of the EMAS for purposes other than those for which it is customarily used, 9. Improper maintenance, abuse or other neglect, 10. Exposure to chemicals other than de -icers and aircraft engine exhaust, 11. Jet Blast in excess of 100 mph. Normal operations on the runway will not produce jet blast exceeding 100 mph. 12. Any subsequent failure of the base surface whether or not originally constructed per the drawings and specifications. 13. Snow removal operations not in accordance with ESCO recommended procedure as defined in the Inspection, Maintenance and Repair Manual. APPLICABLE DOCUMENTS SM- , Inspection, Maintenance and Repair Manual WARRANTY EXCLUSIVE/LIMITATION OF LIABILITY THE EXPRESS WARRANTY SET FORTH ABOVE IS EXCLUSIVE AND NO OTHER WARRANTIES OF ANY KIND, WHETHER STATUTORY, ORAL, WRITTEN, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SHALL APPLY. THE OWNER'S EXCLUSIVE REMEDIES AND ESCO'S ONLY OBLIGATIONS ARISING OUT OF OR IN CONNECTION WITH DEFECTS OR NON - CONFORMITIES IN THE EMASMAX REPAIR, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THOSE STATED HEREIN. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN ANY CONTRACT DOCUMENT, ESCO'S TOTAL LIABILITY TO THE OWNER ARISING FROM OR RELATING TO DEFECTS OR NON - CONFORMITIES IN THE EMASMAX REPAIR SHALL BE LIMITED TO THE ORIGINAL PURCHASE PRICE OF THE EMASMAX" REPAIR PAID TO ESCO. ESCO SHALL HAVE NO LIABILITY TO THE OWNER FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. REGARDLESS OF ANY STATUTORY LIMITATION PERIODS, ESCO SHALL NOT BE LIABLE FOR ANY BREACH OF WARRANTY OF WHICH IT IS NOT NOTIFIED AS REQUIRED BEFORE THE WARRANTY PERIOD HAS EXPIRED. NO WARRANTY MODIFICATIONS This Warranty may not be modified except in a writing signed by ESCO's President. No representative, employee, or agent of ESCO, or any person, other than the President of ESCO, has the authority to assume for ESCO any additional liability or responsibility in connection with the EMAS or this Warranty. To ensure registration of this Warranty, please return a signed copy to: Contract Administrator Engineered Arresting Systems Corporation 2239 High Hill Road Logan Township, New Jersey 08085 (856) 241 -8620 EXHIBIT 3 1) Books, Records and Documents. ESCO 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 ESCO pursuant to this Agreement were spent for purposes not authorized by this Agreement, ESCO shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to ESCO. 2) Governing Law, Venue, Interpretation. 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 ESCO agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and ESCO 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. 3) 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 ESCO 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. 4) Attorney's Fees and Costs. The County and ESCO 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. 5) Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and ESCO and their respective legal representatives, successors, and assigns. 6) 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. 7) Claims for Federal or State Aid. ESCO 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. 8) Adiudication of Disputes or Disagreements. County and ESCO 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. 9) 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 ESCO 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 ESCO specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 10) Nondiscrimination. County and ESCO 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. ESCO 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 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. 11) Covenant of No Interest. County and ESCO 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. 12) 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. 13) No Solicitation/Payment. The County and ESCO 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, ESCO 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. 14) Public Access. The County and ESCO 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 ESCO in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by ESCO. 15) Non - Waiver of Immunity. Notwithstanding he provisions of Sec. 768.28, Florida Statutes, the participation of the County and ESCO 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. 16) 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. 17) 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. 18) 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 ESCO agree that neither the County nor ESCO nor 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. 19) Attestations. ESCO agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. 20) 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. 21) 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. 22) 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. 23) Mutual Review. This agreement has been carefully reviewed by ESCO and the County, therefore this agreement is not to be construed against either party on the basis of authorship. 24) Indemnification/Hold Harmless. Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, ESCO 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 (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 of, or in connection with, (A) any activity of ESCO or any of its employees, agents, contractors or other invitees on the Airport during the term of this Agreement, (B) the negligence or willful misconduct of ESCO or any of its employees, agents, contractors or other invitees, or (C) ESCO'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 omissions, including but not limited to improper maintenance of the system or runway and/or improper use or misuse of the system, of the County or any of its employees, agents, contractors or invitees (other than ESCO). 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 lease, this section will survive the expiration of the term of this lease or any earlier termination of this lease. i'­sr1 ENGIARR -01 JOHN CERTIFICATE OF LIABILITY INSURANCE D ATE (MkiIDD/YYYY) 2/8/2012 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. pNPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) 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). . ....... ...... ......_._. - - , coNr PRODUCER License # PA 56658 TACT NAME: GMG Insurance Agency [ADDRESS HONE 215 F AX -9263 _- LArc,No E R); ( )497 -9240 No): (215) 497 -9263 60 Blacksmith Road E-MAIL .._. ... _ .......... ...... .. Newtown, PA 18940 _ ...... .. INSURERS) AFFORDING COVERAGE NAIL / ENSURER. n: Selective Insurance Company 19259 i INSURED ' INSURER 8: P°nnsylvanla Manuheturen' Assoelatlon Insurance Co '.12262 i Engineered Arresting Systems Corporation , INsuRERc : Lloyds of London 2550 Market Street I INSURER D: Aston, PA 19014 INSURER E : ..- . . . . . INSURER F: 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, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY P AID CLAIMS . ... _. _ _ .... :ADDL'SUBW� - - ._._ - .... ---..__. ._ - .. . , LTR TYPE OF INSURANCE NCE _ _ POLICY NUMBER POLICY EFF PgJCY EXP ..INSR. WVO -. -- --._ .._...... ; (MIDDM/W) -� (MM76Dn'YYY1 � _- - LIMITS GENERA IT ! - M- . -- - - - .. .. _. L LIABILITY EACH OCCURRENCE I $ III DAMAGE TO RENTED CO MMERCIAL GENERAL LIABILITY I . -. 1 PREMISES (Ea occurrence) $ _ - • CLAIMS MADE OCCUR MED EXP An are - (.. Y person) I t ,PERSONAL 8 ADV INJURY } $ a 1— l GENERAL AGGREGATE 5 GEN'L AGGREGATE LIMIT APPLIES PER: ! - P/OP $ . PRODUCTS COM A i ! POUCY JECT ..�� HOC -- --- --- -._ .- . $ - AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT - a- !1Q. I $ 1,000,000. A ANY AUTO ,S 1960070 2/412012 i 2/4/2013 BODILY INJURY (Per person) I$ ALL OWNED . SCHEDULED i - --- — S - X I BODILY INJURY Per accident ' :AUTOS � 'AUTOS I � ( ) X NON -OWNED PROPERTY DAMAGE HIRED AUTOS X {AUTOS I $ i I - . _(__ar accident) _ , r� UMBRELLA LIAB I OCCUR EACH OCCURRENCE $ .. .. ..- . { EXCESS LIAR CLAIMS -MADE- AGGREGATE S ! DED RETENTION $ _ - S i WORKERS COMPENSATION 7 j X WC STATU- 0TH- ' ! AND EMPLOYERS' LIABILITY Y / N — _ TORY LIMITS S. _ ER . B ANY PROPRIETOR /PARTNERIEXECUTIVE 2010002233492 6/512011 8/5/2012 E.L. EACH ACCIDENT $ 1,000,000, ! j OFFICERIMEMBER EXCLUDED? : NIA _ .. _ .. (Mandatory In NN) if E.L. DISEASE - EA EMPLOYEE{ $ 1,000,000 es, describe under - y E.L. DISEASE - POLICY LIMIT ; S 1,000,000: DESCRIPTION OF OPERATIONS below 1 . C Professional Liab SAE201100006 6/27/2011 6/27/2012 Each Claim 2,000,000 ! DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schoduis, M more space is required) .Monroe County Board of County Commissioners listed as Certificate Holders and Additional Insured If required by a CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County Board of County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1100 Simonton Street ACCORDANCE WITH THE POLICY PROVISIONS. Key West, FL 33040 AUTHORIZED REPRESENTATIVE ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD i I I CERTIFICATE OF LIABILITY INSURANCE �TE(MM/DO/YYYY) 02A)872012 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: H the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. I 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). m PRODUCER CONTACT IC AOn Risk Services Northeast, I nc. NAME: .$ Stamford CT Office (AIC. No. Eat): (866) 283 -7122 FAX (847) 953 -5390 1600 Summer Street INC. No.: Stamford CT 06907 -4907 USA E ADOReas: c INSURER(S) AFFORDING C INSURED Engineered Arresting systems Corporation INSURER 7F= 2239 High Hill Road Logan Township NJ 08085 USA INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITI N OF ANY CONTRACT OTHER DOCUMENT WITH RESPECT TOLWHICH PERIOD 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. r TYPE OF INSURANCE Limits shown are as wale POLICY NUMBER Was GENERAL LIABILITY U LI LIMITS OCCURRENCE 51,000,00 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X� OCCUR PREMISES a occurrence $100,00 MED EXP (Any one Person) $5 GEN'L AGGREGATE LIMIT X POLICY PRO - AUTOMOBRE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS OC I I f SCHEDULED AUTOS NON -OWNED AUTOS UMBRELLA LIAR X OCCUR EXCESS LIAR CLAIMS -MADE ED X RETENTION S 0,000 EMPLOYERS' LUIBILITY ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICERIMEMBER EXCLUDED? NIA (Mondabry M NM � li SIR applies per policy Monroe County Board of County Commissioners is included as an Additional I cured, as by w att FEB 2 2 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES 13E C ELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE NTH THE Monroe County Board of POLICY PROVISIONS. County Commissioners AUTHORIZED REPRESENTATIVE 1100 Simonton Street Key West FL 33040 USA ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD RD CORPORATION. All rights reserved. PERSONAL 6 ADV INJURY $1,000,000 ^n ., GENERAL AGGREGATE 52,000,000 PRODUCTS - COMPIOP AGG $2,060,000 g 0 COMBINED SINGLE LIMIT BODILY INJURY( Per Person) - BODILY INJURY (Per accident) _ PROPERTY DAMAGE Per accident S 1 1 b condi 1 ions EACH OCCURRENCE $4,000,000 U m AGGREGATE $4,000,000 WC STATU- OT}t. TORY LIMBS E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE . DISEASE - POLICY I wiz Monroe County Board of County Commissioners is included as an Additional I cured, as by w att FEB 2 2 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES 13E C ELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE NTH THE Monroe County Board of POLICY PROVISIONS. County Commissioners AUTHORIZED REPRESENTATIVE 1100 Simonton Street Key West FL 33040 USA ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD RD CORPORATION. All rights reserved.