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03/20/2013 Agreement AMY HEA VILIN CLERK OF THE CIRCUIT COURT DATE: January 25, 2013 TO: Judy Clarke, PE Director of Engineering ATTN: Tina Losacco FROM: Pamela G. Hanc.4 I. C. At the March 20, 2013, Board of County Commissioners meeting, the Board granted approval and authorized execution of the following: Item C10 Contract with IMS Infrastructure Management Services, LLC the highest ranked respondent, for Asphalt Pavement Evaluation and Management Services. The contract amount is $103,484.00. Enclosed is a duplicate original for your handling. Item C11 Consent to Assignment to assign Contract between Monroe County and Oce Financial Services, Inc. for financing of lease for Colorwave 300 plotter to Canon Financial Services, Inc. Enclosed is a duplicate original for your handling. Item C12 Consent to Assignment to assign Contract between Monroe County and Oce North America, Inc. for maintenance of Colorwave 300 plotter to Canon Solutions America, Inc. Enclosed is a duplicate original for your handling. Item C13 Addendum to Lease Agreement # 200 - 5031993 -000 between Monroe County and Canon Financial Services, Inc. (successor in interest to Oce Financial Services, Inc.), in order to change effective date from 1/1/2013 to 2/1/2013 and in order to change expiration date from 1/1/2018 to 2/1/2018. Enclosed are three duplicate originals, executed on behalf of Monroe County, for your handling. Please be sure to return the two copies marked "Monroe County Finance Department" and "Monroe County Clerk's Office" as soon as possible. Should you have any questions, please do not hesitate to contact our office. Cc: County Attorney Finance File Note: 1 apologize for the time stamps on Items C10, C11 & C12 — I know it made the paperwork appear very sloppy — it was done in error by someone assisting in the office. AGREEMENT FOR ASPHALT PAVEMENT EVALUATION AND MANAGEMENT SERVICES This Agreement ( "Agreement ") made and entered into this 20 TH day of March, 2013 by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "COUNTY," through the Monroe County Board of County Commissioners ( "BOCC "), AND IMS Infrastructure Management Services, LLC, a Limited Liability Company of the State of Arizona, whose address is 1820 W. Drake Drive, Suite 108, Tempe, AZ 85283 its successors and assigns, hereinafter referred to as "CONSULTANT ", WITNESSETH: WHEREAS, COUNTY desires to employ the professional services of CONSULTANT for asphalt pavement evaluation and management services; and WHEREAS, CONSULTANT has agreed to provide professional services which shall include but not be limited to providing asphalt pavement evaluation and management, which services shall collectively be referred to as the "Project "; NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONSULTANT agree as follows: ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES By executing this Agreement, CONSULTANT makes the following express representations and warranties to the COUNTY: 1.1.1 The CONSULTANT shall maintain all necessary licenses, permits or other authorizations necessary to act as CONSULTANT for the Project until the CONSULTANT'S duties hereunder have been fully satisfied; 1.1.2 The CONSULTANT has become familiar with the Project site and the local conditions under which the Work is to be completed. 1.1.3 The CONSULTANT shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in verifying work completed and shall be in conformity and comply with all applicable law, codes and regulations. The CONSULTANT warrants that the documents prepared as a part of this Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information; 1.1.4 The CONSULTANT assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 1.1.5 The CONSULTANT'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. In providing all services 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 CONSULTANT. 1.1.6 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 for Monroe County. No statement contained in this agreement shall be construed so as to find the CONSULTANT or any of his /her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 1.1.7 The CONSULTANT shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. 1.1.8 The CONSULTANT shall complete the scope of services no later than 150 days from the Notice to Proceed issued by the COUNTY. ARTICLE II SCOPE OF BASIC SERVICES 2.1 DEFINITION CONSULTANT'S Scope of Basic Services consist of those described in Attachment A. The CONSULTANT shall commence work on the services provided for in this Agreement promptly upon his receipt of a written notice to proceed from the COUNTY. 2.2 CORRECTION OF ERRORS, OMISSIONS, DEFICIENCIES The CONSULTANT shall, without additional compensation, promptly correct any errors, omissions, deficiencies, or conflicts in the work product of the CONSULTANT or its subconsultants, or both. 2.3 NOTICE REQUIREMENT All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONSULTANT. Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage pre -paid, to the COUNTY by certified mail, return receipt requested, to the following: Ms. Judith Clarke, P.E. Director of Engineering Services Monroe County 1100 Simonton Street, Room 2 -216 Key West, Florida 33040 And: Mr. Roman Gastesi, Jr. Monroe County Administrator 1100 Simonton Street, Room 2 -205 Key West, Florida 33040 For the Consultant: Alan Sadowsky. Member Manager IMS Infrastructure Management Services, LLC 1895 -D Rohlwing Road Rolling Meadows, IL 60008 ARTICLE III ADDITIONAL SERVICES 3.1 Additional services are services not included in the Scope of Basic Services. Should the COUNTY require additional services they shall be paid for by the COUNTY at rates or fees negotiated at the time when services are required, but only if approved by the COUNTY before commencement. 3.2 If Additional Services are required the COUNTY shall issue a letter requesting and describing the requested services to the CONSULTANT. The CONSULTANT shall respond with a fee proposal to perform the requested services. Only after receiving an amendment to the Agreement and a notice to proceed from the COUNTY, shall the CONSULTANT proceed with the Additional Services. ARTICLE IV COUNTY'S RESPONSIBILITIES 4.1 The COUNTY shall provide full information regarding requirements for the Project including physical location of work, county maintained roads, maps. 4.2 The COUNTY shall designate a representative to act on the COUNTY's behalf with respect to the Project. The COUNTY or its representative shall render decisions in a timely manner pertaining to documents submitted by the CONSULTANT in order to avoid unreasonable delay in the orderly and sequential progress of the CONSULTANT'S services. 4.3 Prompt written notice shall be given by the COUNTY and its representative to the CONSULTANT if they become aware of any fault or defect in the Project or non- conformance with the Agreement Documents. Written notice shall be deemed to have been duly served if sent pursuant to paragraph 2.3. 4.4 The COUNTY shall furnish the required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONSULTANT'S services and work of the contractors. 4.5 The COUNTY's review of any documents prepared by the CONSULTANT or its subconsultants shall be solely for the purpose of determining whether such documents are generally consistent with the COUNTY's criteria, as, and if, modified. No review of such documents shall relieve the CONSULTANT of responsibility for the accuracy, adequacy, fitness, suitability or coordination of its work product. 4.6 The COUNTY shall provide copies of necessary documents required to complete the work. 4.7 Any information that may be of assistance to the CONSULTANT that the COUNTY has immediate access to will be provided as requested. ARTICLE V INDEMNIFICATION AND HOLD HARMLESS 5.1 The CONSULTANT covenants and agrees to indemnify and hold harmless COUNTY /Monroe County and Monroe County Board of County Commissioners, its officers and employees from liabilities, damages, losses and costs, including but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of the CONSULTANT, subcontractor(s) and other persons employed or utilized by the CONSULTANT in the performance of the contract. 5.2 The first ten dollars ($10.00) of remuneration paid to the CONSULTANT is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. Should any claims be asserted against the COUNTY by virtue of any deficiency or ambiguity in the plans and specifications provided by the CONSULTANT, the CONSULTANT agrees and warrants that he shall hold the COUNTY harmless and shall indemnify him from all losses occurring thereby and shall further defend any claim or action on the COUNTY'S behalf. 5.3 In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONSULTANT'S failure to purchase or maintain the required insurance, the CONSULTANT shall indemnify COUNTY from any and all increased expenses resulting from such delays. Should any claims be asserted against COUNTY by virtue of any deficiencies or ambiguity in the plans and specifications provide by the CONSULTANT the CONSULTANT agrees and warrants that CONSULTANT hold the COUNTY harmless and shall indemnify it from all losses occurring thereby and shall further defend any claims or action on the COUNTY'S behalf. 5.4 The extent of liability is in no way limited to, reduced or lessened by the insurance requirements contained elsewhere within the Agreement. 5.5 This indemnification shall survive the expiration or early termination of the Agreement. ARTICLE VI PERSONNEL 6.1 PERSONNEL The CONSULTANT shall assign only qualified personnel to perform any service concerning the project. At the time of execution of this Agreement, the parties anticipate that the following named individuals will perform those functions as indicated: NAME FUNCTION Stephen Smith Member Manager, Project Principal David Butler, P.E. Project Manager Alan Sadowsky Member Manager, Data Collection /ROW Asset Manager Don Hardt Project Coordinator Dave Bratton Project Engineer Mike Powell Technical Support Manager John Day Field Support Dave Rowland Crew Chief So long as the individuals named above remain actively employed or retained by the CONSULTANT, they shall perform the functions indicated next to their names. If they are replaced the CONSULTANT shall notify the COUNTY of the change immediately. ARTICLE VII COMPENSATION 7.1 PAYMENT SUM 7.1.1. The COUNTY shall pay the CONSULTANT in current funds for the CONSULTANT'S performance of this Agreement based on rates negotiated and agreed upon and shown in Attachment A. The Basic Scope of Services outlined in Attachment A will be completed for the not to exceed amount of One Hundred Three Thousand, Four Hundred Eighty -Four Dollars and Zero Cents ($103,484.00). 7.2 PAYMENTS 7.2.1 For its assumption and performances of the duties, obligations and responsibilities set forth herein, the CONSULTANT shall be paid monthly. Payment will be made pursuant to the Local Government Prompt Payment Act 218.70, Florida Statutes. (A) If the CONSULTANT'S duties, obligations and responsibilities are materially changed by amendment to this Agreement after execution of this Agreement, compensation due to the CONSULTANT shall be equitably adjusted, either upward or downward; (B) As a condition precedent for any payment due under this Agreement, the CONSULTANT shall submit monthly, unless otherwise agreed in writing by the COUNTY, a proper invoice to COUNTY requesting payment for services properly rendered and reimbursable expenses due hereunder. The CONSULTANT'S invoice shall describe with reasonable particularity the service rendered. The CONSULTANT'S invoice shall be accompanied by such documentation or data in support of expenses for which payment is sought at the COUNTY may require. 7.3 REIMBURSABLE EXPENSES 7.3.1 None. Reimbursable expenses, including but not limited to travel expenses, are included in the rates and pricing outlined in Attachment A; no additional expenses will be paid. 7.4 BUDGET 7.4.1 The CONSULTANT may not be entitled to receive, and the COUNTY is not obligated to pay, any fees or expenses in excess of the amount budgeted for this contract in each fiscal year (October 1 - September 30) by COUNTY's Board of County Commissioners. The budgeted amount may only be modified by an affirmative act of the COUNTY's Board of County Commissioners. 7.4.2 The COUNTY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. ARTICLE VI11 INSURANCE 8.1 The CONSULTANT shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONSULTANT'S failure to purchase or maintain the required insurance, the CONSULTANT shall indemnify the COUNTY from any and all increased expenses resulting from such delay. 8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty (60) days' notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. 8.3 CONSULTANT shall obtain and maintain the following policies: A. Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Florida Statute 440. B. Employers Liability Insurance with limits of $1,000,000 per Accident, $1,000,000 Disease, policy limits, $1,000,000 Disease each employee. C. Comprehensive business automobile and vehicle liability insurance covering claims for injuries to members of the public and /or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and owned, hired or non -owned vehicles, with One Million Dollars ($1,000,000.00) combined single limit and One Million Dollars ($1,000,000.00) annual aggregate. D. Commercial general liability, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of the CONSULTANT or any of its employees, agents or subcontractors or subconsultants, including Premises and /or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement with One Million Dollars ($1,000,000) per occurrence and annual aggregate. An Occurrence Form policy is preferred. If coverage is changed to or 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 must extend for a minimum of 48 months following the termination or expiration of this contract. E. Professional liability insurance of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) annual aggregate. If the policy is a "claims made" policy, CONSULTANT shall maintain coverage or purchase a "tail" to cover claims made after completion of the project to cover the statutory time limits in Chapter 95 of the Florida Statutes. F. COUNTY shall be named as an additional insured with respect to CONSULTANT'S liabilities hereunder in insurance coverages identified in Paragraphs C and D. G. CONSULTANT shall require its subconsultants to be adequately insured at least to the limits prescribed above, and to any increased limits of CONSULTANT if so required by COUNTY during the term of this Agreement. COUNTY will not pay for increased limits of insurance for subconsultants. H. CONSULTANT shall provide to the COUNTY certificates of insurance or a copy of all insurance policies including those naming the COUNTY as an additional insured. The COUNTY reserves the right to require a certified copy of such policies upon request. I. 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. ARTICLE IX MISCELLANEOUS 9.1 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. 9.2 OWNERSHIP OF THE PROJECT DOCUMENTS The documents prepared by the CONSULTANT for this Project belong to the COUNTY and may be reproduced and copied without acknowledgement or permission of the CONSULTANT. 9.3 SUCCESSORS AND ASSIGNS The CONSULTANT shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and the CONSULTANT, 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. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 9.4 NO THIRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 9.5 TERMINATION A. In the event that the CONSULTANT shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after five days written notification to the CONSULTANT. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty (60) days written notice of its intention to do so. 9.6 CONTRACT DOCUMENTS This contract consists of the Request for Proposals, any addenda, the Form of Agreement (Articles I -IX), the CONSULTANT'S response to the RFP, the documents referred to in the Form of Agreement as a part of this Agreement, and modifications made after execution by written amendment. In the event of any conflict between any of the Contract documents, the one imposing the greater burden on the CONSULTANT will control. 9.7 PUBLIC ENTITIES CRIMES A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONSULTANT represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONSULTANT further represents that there has been no determination, based on an audit, that it or any subconsultant has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether CONUSULTANT has been placed on the convicted vendor list. CONSULTANT will promptly notify the COUNTY if it or any subcontractor or subconsultant is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. 9.8 MAINTENANCE OF RECORDS CONSULTANT shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of five years from the termination of this agreement. Each party to this Agreement or its 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 CONSULTANT pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONSULTANT, the CONSULTANT shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 9.9 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, COUNTY and CONSULTANT agree that venue shall lie in the 16 Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. 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. 9.10 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. 9.11 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. 9.12 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. 9.13 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. 9.14 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 shall be approved by each party prior to submission. 9.15 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. This provision does not negate or waive the provisions of paragraph 9.5 concerning termination or cancellation. 9.16 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. 9.17 NONDISCRIMINATION CONSULTANT and COUNTY agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONSULTANT or COUNTY 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 may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 9.18 COVENANT OF NO INTEREST CONSULTANT and COUNTY covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 9.19 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. 9.20 NO SOLICITATION /PAYMENT The CONSULTANT and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the 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. 9.21 PUBLIC ACCESS. The CONSULTANT and COUNTY shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the CONSULTANT and COUNTY in connection with this Agreement; and the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by CONSULTANT. 9.22 NON - WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONSULTANT and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self- insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 9.23 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. 9.24 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. 9.25 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 CONSULTANT and the COUNTY agree that neither the CONSULTANT nor the COUNTY or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 9.26 ATTESTATIONS AND TRUTH IN NEGOTIATION CONSULTANT agrees to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. Signature of this Agreement by CONSULTANT shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. 9.27 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. 9.28 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. 9.29 Disadvantaged Business Enterprise (DBE) Policy and Obligation - It is the policy of the COUNTY that DBE's, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with COUNTY funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The COUNTY and its CONSULTANT agree to ensure that DBE's have the opportunity to participate in the performance of this Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with applicable federal and state laws and regulations to ensure that the DBE's have the opportunity to compete for and perform contracts. The COUNTY and the CONSULTANT and subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Agreement. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. (SEAL) Attest: AMY HEAVILIN, Clerk Deputy Clerk Date: o 1 3 (Seal) Attest: By: G Donald L. Hardt Title: Manager of Client Services BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: Mayo AlChair IMS INFRASTRUCTURE MANAGEMENT J SER J ES, LLC B� � 0 \ Ian ws Title: Mem na er "= ._4 N •. n O En END OF AGREEMENT MO COUNTY Al . ROVED AS TO 0 i 71LFF`:F W. CASSFL ASSIs7 AJN1T Ct �Uf i TY ATTORNEY Date .. ATTACHMENT SCOPE OF BASIC SERVICES COST SUMMARY OPTIONAL SERVICES FEE SCHEDULE Scope o W ork Task Description Activities Deliverables 1. Project Initiation, and Scope • Conduct meeting confirming scope, extent and content of Technical memo detailing Definition surveys, software, set milestones and deliverables scope of work, • Confirm key contacts, roles and responsibilities, and budget and deliverables project documentation • Identify location of key data elements such as traffic data, GIS, existing roadway inventories, historical data, and pavement management data 2. Network Referencing and • Using the County's GIS centerline topology, existing road Survey maps and mileage Inventory Development inventory and staff input to develop a referencing system for for review and acceptance the Pavement Management Program. • Use block to block sectioning with a maximum distance to break -up unusually long sections. • Link each segment to its parent GIS section • Obtain roadway attributes from the existing inventory and GIS for functional class and traffic. Width, length, pavement type and existence of curb will be collected by IMS. • Identify deficient data and the means to obtain it • Create survey maps for use by the RST and client review 3. Mobilization \Calibration 0 Mobilize RST to perform surface distress, roughness and Equipment calibration rutting testing documentation • Demonstrate the equipment to the County • Calibrate equipment 4. MicroPAVER or Selected 9 Review MicroPAVER or selected software protocols and Automated testing Software Protocols unique conditions that may prevail to the County's road protocols for network MicroPAVER or selected software • Configure the RST's DDCRS rating equipment and data processing methodologies 5. RST Field Data Collection a Use an RST to perform a comprehensive surface condition Two pass testing on survey on all paved roads under the County's jurisdiction in divided roads with 4 or generally unincorporated areas of the County using single more lanes of traffic. and two -pass testing with MicroPAVER or selected Single pass testing on software protocols. Summarize data on a block to block remainder of roads basis for approximately 306 test miles of road 6. Video Data Collection • Collect continuous digital video using 3 high GPS and distance resolution cameras (right front, left front and left rear) referenced video for • GPS and distance reference for video from all QA/QC and digital image extraction cameras. IMS Infrastructure Management Services Monroe County, FL Page I of 5 Task Description & Link each pavement test section /block to the GIS section Activities Deliverables 7. Video Data Storage 0 Store all videos indefinitely for possible future extraction of IMS storage of digital MicroPAVER or GPS referenced ROW assets video or delivery to the 14. Implementation 0 Meeting to coordinate software implementation, testing Meeting with County County for future ROW coordination, analysis configuration and results staff asset extraction 8. Survey QA/QC and Width 0 Collect/confirm width and pavement type Exceptions report/width Confirmation 0 Provide current version of MicroPAVER or selected Selected software with confirmations loaded to software with 3 seats or a site license • Develop exceptions report for lengths that do not match in County's name 16. Software Training GIS MicroPAVER or designated staff to operate and understand MicroPAVER County staff and selected software 9. RST Surface Condition • For each data stream (surface distress, roughness, GPS), Laser, DDCRS and Data Processing aggregate and process the data at block intervals video process data for MicroPAVER or selected software formatting 10. MicroPAVER or Selected 0 Format data for MicroPAVER or selected software Load RST surface data Software Format & Load to MicroPAVER or • Develop a PCI score for each section selected software • Process data to the block level • Complete QA of data 11. Digital Images • Extract Jpeg images at 25' intervals Single image view at 25' intervals for • Provide single view from right front or left front cameras MicroPAVER or • Include GPS reference and distance into a section on selected software and a each image point shape file for GIS • Load into MicroPAVER or selected software and viewer • Create a point shape file for the County's GIS 12. GIS Viewer 0 Enhance ArcGIS Explorer to provide image advancement GIS viewing with drive as viewing tool enhancement 13. MicroPAVER or Selected & Link each pavement test section /block to the GIS section Centerline shape file Software /GIS Linkage linked to the • Include inventory attributes, test data, and condition MicroPAVER or ratings selected software 14. Implementation 0 Meeting to coordinate software implementation, testing Meeting with County coordination, analysis configuration and results staff • Address maintenance, pavement preservation and rehabilitation strategies and multi -year funding scenarios 15. MicroPAVER or Selected 0 Provide current version of MicroPAVER or selected Selected software with Software software with 3 seats or a site license 3 seats or a site license in County's name 16. Software Training 0 Conduct a two day training session with County Training sessions for designated staff to operate and understand MicroPAVER County staff and or selected software and selected viewing tools consulting services IMS Infrastructure Management Services Monroe County, FL Page 2 of 5 Task Description Activities Deliverables 17. Report Generation • Report Existing Condition of Roadway Multiple reports with • Consider multiple maintenance and rehabilitation solutions both draft and final 306 including no action versions • Develop multiple funding scenario with corresponding 1 • improvements • Create both short term and 5 -year plans with estimated LS $1,000.00 costs $1,000.00 • Create special reports $100.00 • Assist staff with presentation, supporting documentation & 306 T -Mi reports 18. Project Management • Provide client with periodic e-mail updates and reports. Status reports and • Meetings to be completed on -site and by conference calls. invoices • Complete project administration and invoicing. $10.00 Cost Summary IMS is submitting the following cost summary to implement the requested pavement management program. Task Activity 1 Project Initiation and Scope Definition 2 Network Referencing & Inventory Development 3 Mobilization/Calibration - RST 4 MicroPAVER or Selected Software Protocols 5 RST Field Data Collection 6 Video Data Collection (3 views) 7 Video Data Storage 8 Survey QA/QC & Width Confirmation 9 RST Data Processing 10 MicroPAVER or Selected Software Format & Load 11 Digital Images cQ 25' intervals (1 views) 12 GIS Viewer 13 MicroPAVER or Selected Software/ GIS Linkage 14 Implementation 15 MicroPAVER or Selected Software 16 Software Training /Report (2-day session) 17 'Report 18 Project Management Quantity Units Unit Rate Total 1 LS $5,000.00 $5,000.00 306 T -Mi $7.50 $2,295.00 1 LS $3,000.00 $3,000.00 1 LS $1,000.00 $1,000.00 306 T -Mi $100.00 $30,600.00 306 T -Mi $10.00 $3,060.00 306 T -Mi $10.00 $3,060.00 306 T -Mi $10.00 $3,060.00 306 T -Mi $20.00 $6,120.00 306 T -Mi $10.00 $3,060.00 306 T -Mi $10.00 $3,060.00 1 LS $1,000.00 $1,000.00 306 T -Mi $25.00 $7,650.00 2 LS $4,000.00 $8,000.00 1 LS $1,300.00 $1,300.00 1 EA $5,000.00 $5,000.00 1 LS $10,000.00 $10,000.00 1 LS $7,219.00 $7,219.00 IMS Infrastructure Management Services Monroe County, FL Page 3 of 5 Optional Services - Fee Schedule The following is a fee schedule for optional services to expand or enhance the base pavement management as part of the initial pavement management implementation or as a future project. • Dynaflect Mobilization & Calibration $2,000.00 • Deflection Testing $120.001 test mile • Data Processing (Deflection) $25.00/ test mile • Development of Structural Indices (3 Party Software) $15.00/ test mile • Annual Report Update $5,000.00 • Parking Lot Survey, Software /Report $.25 /sq.yd — Special Review • Additional Software Training (on site) $1,200.00 /day + travel expenses • Engineering Interpretation, Analysis, Special Reports $150.00 /hour • Transfer of Historical Data to a New Program $100.00 /hour • GIS Linkage $25.00/ test mile • Digital Images @ 25' intervals (additional views) $10.00/ test mile /per view • Viewing Tool (software) $1,000.00 - $7,500.00 • GPS /Camera Extraction Set -up & AVI Conversion $10.00/ test mile • ROWMan Software $2,000.00 • Master Asset List Development $300.00 - $2,000.00 • Project Management 7.5% of Task Activities • Asset Extraction Services (Unit prices per mile also available) • Signs and Supports $2.50 /sign • Sign Retroreflectivity Special Quote • Traffic Signals and Supports $2.25 /signal and /or support • Light Poles $1.75 /pole • Curb and Gutter $1.75 /curb block • Storm sewer Inlets $1.75 /inlet • Manholes $1.75 /manhole • Sidewalks $1.75 - $2.25 /sidewalk block • ADA Ramps $1.75 /ramp • Driveway Aprons (point asset) $1.75 /apron • Driveway Aprons (linear asset) $2.25 /apron • Hydrants $2.25 /hydrant • Trees $2.50 /tree • Pavement Markings (point assets) $1.75 /marking • Pavement Striping (linear assets) $1.75/block • Guard Rails $2.50 /guard rail • Medians $2.50 /median • Ditches $2.25 /ditch • Misc. Road and ROW Hardware $2.25 /asset Curvature Adjustments for Linear Assets (GIS) Special Quote Budget estimates for ROW assets are more difficult to develop because of unlimited scenarios and unknown quantities. Assets vary dramatically from agency to agency and district to district within the County depending on age, terrain, etc. Since there are some advantages to extracting multiple assets during the extraction activity, IMS will assist Monroe County in developing a budget by offering a cost per mile alternative, in addition to or in lieu of the cost per asset. We will need the County to provide one or more scenarios that include the various assets or features that would be included in the extraction process. We will then provide the County with a cost per mile to extract the additional assets. We believe that this alternative can assist the County during a future budget process and eliminate surprises. If the County has a good estimate of the quantity of some of their assets, the unit price per asset offer may be the best approach. IMS Infrastructure Management Services Monroe County, FL Page 4 of 5 Proiect Schedule Upon acceptance of the final scope of services and negotiated fee, IMS will schedule the field crews to perform the proposed activities. We currently have two Florida projects scheduled for spring 2013 and will perform the Monroe County data collection in conjunction with those projects. IMS will use an RST to complete the surface condition survey within a 4 week period, weather permitting (laser measurement and video cannot be collected in the rain). Data processing, QA/QC, GIS linkage, Jpeg image extraction and data load will be completed within 60 days of completion of the field data collection. Field testing, processing, data load and final report will be completed within the 18 week schedule. Project initiation, network referencing and set -up may commence prior to the Notice -To- Proceed. Optional ROW asset extraction would be performed after the field survey and configuration of digital images. It would require a longer time period depending on the number of optional ROW assets included in the project. IMS Infrastructure Management Services Monroe County, FL Page 5 of S A4'n " T,qT i CERTIFICATE OF LIABILITY INSURANCE R 001 03-22 201)3 THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER PAYROLL ASSOCIATES LLC 210731 P: () - F: () - PO BOX 33015 CONTACT NAME: PHONE FAX IA /C No Ext): IAlC, Ncl: E-MAIL ADDRESS: INSURR(S) AFFORDING COVERAGE NAIC a SAN ANTONIO TX 78265 INSURER : M Ult:.l. le Comp anies INSURED IMS INFRASTRUCTURE MANAGEMENT SERVICES LLC INSURER B $ INSURRC: $ COMMERCIAL GENERAL LIABILITY 1820 W DRAKE DR STE 108 INSURER D INSURER E TEMPE AZ 85283 I NSURER F CLAIMS -MADE 171 OCCUR 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 PAID CLAIMS. LTR TYPE OF M/SURANCE AUTNOPoffD REPRESENTATIVE KIM POLICY NUMBER IMM/DD/YYYYI (MM/DD/YYYY) LIMITS GEAER4L LUIBKITY EACH OCCURRENCE $ PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY MED EXP IAny one person) $ CLAIMS -MADE 171 OCCUR PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ N'L AGGRE LIMIT A PPLIE S PR: PRODUCTS - COMP/OP AGG $ POLICY [-I PRO lul LOC JECT $ AUTOMOBILE LIABILrrY COMBINED SINGLE LIMIT (Ea accident) S BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS NON -OWNED AUTOS ❑ ❑ r ( BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ S UMBRELLA LIAR H CLAIMS-MADE OCCUR EACH OCCURRENCE $ EXCESS LIMB AGGREGATE $ DE RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LG7BIT 2Y YIN X TORY LIMITS OT E.L. EACH ACCIDENT $ 1 000 000 A OFFICER /MEMB RREXCLUDED�XECUTIVE❑ N/A �I L � 76 WEG LU6745 04/19/2012 04/19/2013 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory it NH/ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 El 11 DES OF OPERATIONS / LOCATIONS / VEMCLES /Attach ACORD 101, Additional ReFnw*s Schedub, d more space is requiedl Those usual to the Insured's Operations. Reference: Asphalt Pavement Evaluation and Management Services CERTIFICATE HOLDER CANCELLATION Monroe County Board of County.. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED Commissioners Attn: Ms. Judith Clark BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE Director of Engineering Services DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTNOPoffD REPRESENTATIVE 1100 S I MONTON ST RM 2-216 KEY WEST, FL 33040 7AZ c 1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD del# IMS -001 OP ID: JA '` O CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD/YYYY) 03/22/13 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Phone: 702-877-1760 American Ins. & Inv. of Nevada Fax: 702 - 877 -0937 6765 West Russell Road #150 Las Vegas, NV 89118 NTACT NAME: PHONE FAX I Ext : ac No) E -MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC S GENERAL LIABILITY INSURER A: Travelers Ind Co of Amer A+ XV 25666 INSURED IMS Infrastructure Management Services, LLC 1820 W Drake Dr Ste 108 INSURER 13: Charter Oak Fire Ins Co A+ XV 25615 INSURER C: Be Ins Co Inc A Vlll 37540 INSURER D: X Tempe, AZ 85283 INSURER E: 03/26113 03/26/14 INSURER F: $ 1,000,00 MED EXP (Any one person) 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 PAID CLAIMS. INSR L R TYPE OF INSURANCE A DL UB POLICY NUMBER POLICY EFF IMMIDD POLICY EXP MM /DD/YYYY LIMITS 1100 Simonton St Rm 2 -216 GENERAL LIABILITY Key West FL 33040 EACH OCCURRENCE $ 1,000,00 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FxI OCCUR X 680 - 89261-164- TIA -13 03/26113 03/26/14 DAMA E TO RENTED PREMISES Ea occurrence $ 1,000,00 MED EXP (Any one person) $ 10,00 PERSONAL & ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2,000,00 POLICY X PRO LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 1,000,00 X BODILY INJURY (Per person) $ B ANY AUTO X BA- 8923L36A- 13-GRP 03/26/13 03/26114 ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ X HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE Per a ident $ UMBRELLA LIAB OCCUR \ L Y A — CH OCCURRENCE $ EXCESS LIAR CLAIMS -MADE 2 VVV ��` CCC I AGGREGATE $ DIED RETENTION $ J WORKERS COMPENSATION W C STATU- I OTH- AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? F—] N/A E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ (Mandatory In NH) H es, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ C Professional Liab. V15SIC130701 03/25/13 03/25/14 Per Claim 2,000,00 Claims- Made /Rpt'd RETRO DATE: FULL Aggregate 2,000,00 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) RE: Asphalt Pavement Evaluation and Management Services Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida, 33040, its successors and assigns, through the Monroe County Board of County Commissioners, is additional insured with respect to the *CONTINUED ON ATTACHED PAGE* CERTIFICATE HOLDER CANCELLATION MONROEC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Monroe County ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Judith Clarke, P.E. AU REPRESENTATIVE Director of Engineering Sery 1100 Simonton St Rm 2 -216 Key West FL 33040 ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) , The ACORD name and logo are registered marks of ACORD C� 6 //Vi4-lc.► L E NOTEPAD HOLDER CODE MONROEC IMS -001 PAGE 2 INSURED - S NAME IMS Infrastructure Management OP ID: JA DATE 03/22113 QESCRIPTION OF OPERATIONS /LOCATIONSNEHICLES (Continued] `ommercial general liability, and Comprehensive business automobile and vehicle liability insurance coverage, per attached endorsements. Commercial general liability insurance coverage includes Independent Contractors, Broad Form Property Damage, and Contractual Liability. Cancellation: 60 days POLICY NUMBER: 680- 892611-164- TIA -13 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL .INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. A. The following is added to WHO IS AN INSURED (Section II): Any person or organization that you agree in a "contract or agreement requiring insurance" to in- clude as an additional insured on this Coverage Part, but only with respect to liability for "bodily in- jury", "property damage" or "personal injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing opera- tions; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "products- completed operations hazard ". Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury" for which that per- son or organization has assumed liability in a con- tract or agreement. The insurance provided to such additional insured is limited as follows: d. This insurance does not apply on any basis to any person or organization for which cover- age as an additional insured specifically is added by another endorsement to this Cover- age Part. e. This insurance does not apply to the render- ing of or failure to render any "professional services ". f. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed in that "contract or agreement requir- ing insurance to provide for that additional insured, or the limits shown in the Declara- tions for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a "contract or agreement requiring insurance" that the insurance provided to an additional insured under this Cov- erage Part must apply on a primary basis, or a primary and non - contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such addi- tional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance ". But this insur- ance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CON- DITIONS (Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insur- ance" with such person or organization entered into by you before, and in effect when, the "bodily CG D3 81 09 07 1 ® 2007 The Travelers Companies. Inc. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY injury" or "property damage" occurs, or the "per - sonal injury" offense is committed. D.. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement un- der which you are required to include a person or organization as an additional insured on this Cov- erage Part, .provided that the "bodily injury" and "property damage" occurs, and the "personal in- jury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of 2 ® 2007 The Travelers Companies, Inc. CG D3 81 09 07 Includes the copyrighted material of Insurance Services Office, Inc., with its permission POLICY NUMBER: BA- 8923L36A- 13 -GRP COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED H. AUDIO, VISUAL AND DATA ELECTRONIC B. EMPLOYEE HIRED AUTO C. EMPLOYEES AS INSURED D. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS E. TRAILERS — INCREASED LOAD CAPACITY F. HIRED AUTO PHYSICAL DAMAGE G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES —INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — LIABILITY COV- ERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed. and executed by you before the "bodily injury or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Liability Cover- age, but only for damages to which this insurance applies and only to the extent that person or or- ganization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. B. EMPLOYEE HIRED AUTO The following is added to Paragraph A.1., Who Is, An Insured, of SECTION II — LI- ABILITY COVERAGE: An "employee" of yours is an "insured" while operating a covered "auto" hired or rented under a contract or agreement in that "em- ployee's" name, with your permission, while EQUIPMENT — INCREASED LIMIT I. WAIVER OF DEDUCTIBLE —GLASS J. PERSONAL EFFECTS K. AIRBAGS L. AUTO LOAN LEASE GAP M. BLANKET WAIVER OF SUBROGATION performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow, and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while perform- ing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto ". C. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — LIABILITY COV- ERAGE: CA T4 20 07 10 0 2010 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2) of SECTION II — LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4) of SECTION II — LIABILITY COVERAGE: (3) If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto ". (5) This Coverage Extension does not apply to: (a) Any "auto" that is hired, rented or bor- rowed with a driver; or (b) Any "auto" that is hired, rented or bor- rowed from your "employee ". G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES —INCREASED LIMIT (4) All reasonable expenses incurred by the The following replaces the first sentence in Para- "Insured" at our request, including actual graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER - loss of earnings up to $500 a day be- AGE: cause of time off from work. E. TRAILERS — INCREASED LOAD CAPACITY We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- The following replaces Paragraph C.I. of SEC- curved by you because of the total theft of a cov- TION I — COVERED AUTOS: ered "auto" of the private passenger type. "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. F. HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph AA., Cover- age_ Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Liability Coverage but not covered "autos for Physical Damage Coverage, and this policy also provides Physical Damage Coverage for an owned "auto ", then the Physical Damage Coverage is extended to "autos" that you hire, rent or borrow subject to the following: (1) The most we will pay for "loss" in any one "accident" to a hired, rented or borrowed "auto" is the lesser of: (a) $50,000; (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT — INCREASED LIMIT Paragraph C.2.. Limit Of Insurance; of SEC - TION III — PHYSICAL DAMAGE COVERAGE is deleted. I. WAIVER OF DEDUCTIBLE —GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III - PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. J. PERSONAL EFFECTS The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Effects Coverage We will pay up to $400 for "loss" to wearing ap- parel and other personal effects which are: (1) Owned by an "insured "; and (2) In or on your covered "auto ". (c) The cost of repairing or replacing the This coverage only applies in the event of a total damaged or stolen property with other theft of your covered "auto ". property of like kind and quality. No deductibles apply to Personal Effects cover - (2) An adjustment for depreciation and physical age. condition will be made in determining actual cash value in the event of a total "loss ". Page 2 of 3 ® 2010 The Travelers Indemnity Company. All rights reserved. CA T4 20 07 10 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss ". L. AUTO LOAN LEASE GAP The following is added to Paragraph AA., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total "loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: (1) The amount paid under the Physical Damage Coverage Section of the policy for that "auto'; and (2) Any: (a) Overdue lease or loan payments at the time of the "loss'; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the les- sor; (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (e) Carry -over balances from previous loans or leases. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract exe- cuted prior to any "accident" or "loss ", pro- vided that the "accident' or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. CA T4 20 07 10 0 2010 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission.