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2nd Amendment 02/19/2014 e 0 5 CPA L, , „,,,,,,,„,.„, .... As... o �� . o CLERK OF CIRCUIT COURT & COMPTROLLER a ` y;,; ,a, MONROE COUNTY,FLORIDA VV<COiaS G •!� N EISlDA"' DATE: March 11, 2014 TO: David Hill, Director Project Management ATTN: Ann Riger FROM: Vitia Fernandez, D.C. At the February 19, Board of County Commissioner's meeting the Board granted approval and execution of Item C19 Second Amendment to Contract allowing a simple corporate name change and assignment of the Contract for the ADA Compliance Segments #1 & #2 Combined Contract from MBI/K2M Architecture, Inc., to K2M Design, Inc., and add language required under FS 119.0701 (2). 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 SC ANNED -T.'4stmsr.,.=.,.,.:;+r2ZM,....=«.<. .tnaL.U.I.AGE;Sana=Zea.t r.SeG.W.i.it..w,,us..j 500 Whitehead Street Suite 101,PO Box 1980,Key West,FL 33040 Phone:305-295-3130 Fax:305-295-3663 3117 Overseas Highway,Marathon, FL 33050 Phone:305-289-6027 Fax:305-289-6025 88820 Overseas Highway,Plantation Key,FL 33070 Phone:852-7145 Fax:305-852-7146 w w 2 nd AMENDMENT TO CONTRACT FOR PROFESSIONAL SERVICES BETWEEN OWNER AND ARCHITECT /ENGINEER FOR ADA COMPLIANCE SEGMENTS #1 & #2 COMBINED, AND CONSENT TO ASSIGNMENT This Second Amendment to Contract (herein after "Amendment") between Owner and Architect /Engineer for Professional Services ( "Contract "), entered into between Monroe County ( "Owner" or "County ") and MBI /K2M Architecture, Inc., hereafter Assignor, and K2M Design Inc.., hereafter Assignee, and ( "Architect /Engineer") is made and entered into this 19 day of February 2014, in order to amend the Contract as follows: WITNESSETH WHEREAS, on December 16, 2009, the parties entered into a continuing contract for Professional Services, pursuant to Florida Statute 287.055 (2) (g) where services are to be rendered for projects in which the estimated construction costs of each individual project under the contract does not exceed Two Million dollars ($2,000,000.00), or for study activity if the fee for Professional Services for each individual study under the contract does not exceed Two Hundred Thousand Dollars ($200,000.00); and WHEREAS, on October 16 2013, the parties entered into an Agreement for architectural and engineering design services to complete the American with Disabilities Act (ADA) Compliance projects for the existing ADA Compliance Segment #1 and the ADA Compliance Segment #2, which is referred to as one project identified ad ADA Compliance Segments #1 & #2 Combined; and WHEREAS, the parties entered into a First Amendment dated November 20, 2013 renewing the continuing contract for the first of two one -year renewals effective December 16, 2013 and terminating December 16, 2014; and WHEREAS, effective June 1, 2013 MBI /K2M Architecture, Inc. formally publicly change it's name to K2M Design Inc.; NOW THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which hereby acknowledged, the Owner and Architect agree as follows: 1. Effective June 1, 2013, the contract for Professional Services for the Marathon Sewer Connections, between Monroe County and MBI /K2M Architecture, Inc. is amended to reflect the name change from M13I /K2M Architecture, Inc. to K2M Design, Inc. 2. The Assignee agrees to the changes in Florida Statute 119.0701(2) related to public records requests which require the Assignee to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. 6 16 (b) Provide the pu4c with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. 3. Inconsideration for such consent, the Assignee agrees to be bound by all the terms and conditions of the original agreement, as amended above. 4. In all other respects, the original Contract for Marathon Sewer Connections remains unchanged. WITNESS WHEREOF, each party caused this Agreement to be executed by its duly authorized �Akntative on the day and year first written above. t " Y HEAVILIN, CPA, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: _ _ B y' Deputy Clerk Mayor /Chairman WITNESS to Architect's Signature: By: 4 4,. -Q� Lu � l Witness Signature LZ U (I) /U Print Witness Name Date: o� I 91 :1 Nb I 1 MUR By: Desi n 'c. MONK OUNTY ATTORNEY PROVED AS TO FORM: NATILEENE W. CASSEL ' ASSISTANT COUNTY ATTORNEY Date a *033 d ` -!JA cl] -!1j Ardcla ofAmendment ' to Articles of Incorporstion of w � MBIIK2M Architecture, Inc. �� 9.• �3 (tiome of f orw nt n s curneftY tlled with ft Flmlde Lent. of State) P05000048146 (Document Number of Corporation (if known) pursuant to the provisions of section 607.1006. Florida Statutes. this I7adde PMO Cotpareliou adopts the following amendnKnt(s) to its Articles of Inowporstion: A. If MondlIff s. 11116 9 1116 mar name of the eoroentienr K2M Del mom mw be dUftuishable and contain IN wad "Corpora "Corp " "Inc. " or Co., " or the dalgnatlar "Corp, " Inc... o word "chartered " "profiselonai association. " or the abbreviation "P.A. " The new 'Incorporated" or tin abbreviation corporation name mart contain the j d f rPWn - clpml o o0 w Mfd�e"f.(IEA STREET nD ) i C. e=nter now smilhfat edd...s_;if pL ( y #Mxg address bit V R , A IbST OFFICE AOXI I T17771777TIM&YTEM 1 14 L.. is , r: • ! .t /F /undo ilrpt add+nrsJ New &OMmyd OBiyeAaldtesr ._. . Florida _ (009 Florida— Code) New BjWggrod Assent's SIAMMIU % If eMnani 2 se4tered Aoyttt0 1 hereby accept the appoinlsrent as regUtered agent. 1 am jantilia• with and accept the obligations of the posidorr. Slgnatwe of Now Reglstued Agent, if changing Page 1 of 4 t. I if esrdiK lw Olfleen aadler fikreetor% roar die tide end Mesa of each ofterMhodor belad seseved and Was ease, cad address of amb Officer aoid/or Diereeer beied adW t (Attach adAtiawl sheets, {f nseawy) Pkame sore the 0mr /400Mtar Wk by the first letter of the office 111k: p - President; V 67ae President, 7t Trennnrr, S- Secretary; D- Director; 7R- 7hutee; C Choirwan or Clerk; CEO Cbiej Eseautim OJjWer; CFO - Chief Financial offlar, yan oBlcer/dlrector holds more than ass tile, lift the Jlrst letter of each gstee held Presiahnt, Tr waver, Direetor would be PM Changes should be noted in theJoRowtng manner. Curnendy John Dan fs listed as the PST and Mks Jones is listed as the V Thens Is a c/w qK Mfhe Jones teams the corporation, Sally Swtith ft named the V and S. Tress should be noted as John Doe. PT a< a ChaW. Mike Jones, Far Remavtr, and Sally Smith, SV ar an Add SUMPles 2LChaw it John X Remove Y Mtim.14RM Add SY Saft Smith Tvor of Agdon X199 win SddlRd: (Check Ome) 1) —change t Add Remove ! 2) _Clump Add Remove 3) _Chop Add Remove 4) — Clump Add I Remove S) —Chow Add I Remove I I , 6) _..._age Add Remove Page 2 of 4 6. nvolml ham; (Mach addWonol sleds, If mcfiW ary). (Be OPw(M) F. if an amend tent =ides for &n oX$W& rrectesdRe -rte■ or cauldtdon of issued sharer, prorlsios for ntetetenthm j tesandmMtt at coshed In the aw�endtna�t itself: (if aot appikahle, Indicalc MIA) Page 3 of 4 The date of "& smsu*"M(s) sdoptioor June 1, 2013 eReetWe doe (no sate than pA days eJier esrendarsntJlle date) Adsptioo of Ass issont(s) (CHECK C� 1 0 The smendnnnt(s) wawlwas adopted by the shmitoldtas. Ths number of votes cast for the ameadment(s) by the shareholders waalwat sufficient for approval- C] The amendm"gs) wWvmm approved by the shareholders thro* voting heaps. The jollowbrs stattarewt newt be selw weiy provided for each voting group entitled to vote sepororely on the aarenJrrenIM- "The number of vota cat for the astendment(s) walwete sufficient for approval by (nbthis iit'ouW O The smendment(s) waslwate adopted by the bard of directors without shareholder action and shareholder salon was not required. O The smendmont(s) was/wore adopted by the incorporators without shreholder action and sbarshoider action was not required. 6 -15 -2013 Signature (By a dlrectokV41dent. or other officer — ifdi tots or officer have not been selected, by an incorporator — if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary) Shelly R. LaSalvia, Esq. (Typed or printed name of person signing) Attomey - -In -Fact (Title of person signing) lsge 4 of 4 • ACO d CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFlC I TE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED SY THE POUCIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. . Moe holder Is on ADDITIONAL INSURED. tIN potlot ) tnllst to milorsailL R SUSROGATIO IS WANED. subject to the tan s and conditim of the policy, certain policies may lequhe an endoraemeft A abtemellt on this certificate does not coMcr fthb to tin certMeate fjokW in Btu of such ondorsemea r PRODUCnr helMma .- The many pefriclti _._ 1100 St s B. O Suite 1500 A .�1� 21107 s PC pachamm ,IDx2i&� -z1 levatmld OH 44114 tlrauteasl> ,. _ - _ w�3lltittildS.aal.ItSgc.Jne� Co,. ._.._ sMUralo MBIK2 -1 r+klttdtlltf- SQ�i81tX lflalit8>>t7>l Ca 1001 Whtt St. SWte 101 — Key West FL 330407522 f`CQTIDIG'ATa WEIUIIPB•.rfa7rr7nan — THIS is To CWFY THAT T14E KX=S OF INWRAKE 0198 BEEN ISSUED TO THS INSURED NAMED ABOVE FOR TAE POLICY PENOD INDICATED. NDTVNT 46TAWWM ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT VVRH RESPECT TO WHICH THIS CEMICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCW610NS AND CONDITION$ OF SUCH POLICIES LMMITS SHOVWt MAY HAVE BEEN REDUCED BY PAID CLAIMS KAMM Monros County Board of County Commissioners ""qFpsiftwica Aft Ann Riger Fou0mumm 02MM Key West FL 33040 LraTs osNS1u1L LlusnY . Y Y 4MOS BAI0700s kM412013 U14112014 pACN E E 4'AEftTE6 6 .000000 „_ 0011M CVILOENERALLIAMITY S1.0 00.0oO - a K oCCUR baloExP am :10 Igo Al Pft" &. PE SAM AC AM Et 000 X N on-ConbibuMV _ O6 E . Q00 OENLAGONE I WIRAPPUESPER - COMP/OPAT3O 113 ma _ X 11 AUTOMONU UASLM Y 4556AI07000 11012013 V14120141 100p aQ0 _ ANY AVTO BOD IL Y INJURY IPV P01100 5 ' u`ro o SCHEDULED SOG Y INJURY (P..ad.,O, 6 N 0 i -- - HiREDAUrOS X DII i X Al PamOry 6 X UMORM" LW X I OCCUR Y ' Y V14=13 U14MD14 EACH OCCURRO CE 51000.000 — 1010M U" CLAIMS -MAM 1 46SLA107000 ARM AY; 111.000.000_ _ _ TxD X S PION y tOS BOU070011 /14f201S 1114f2014 I MRY LIMI OH -STOP GAP AN fM►11.001 Y LMNL"Y - A� EA EXCL1101M N f A L_ EACH WCC $1000.0 0 E L, OISEAiE -EA PLW S1000.000 _ w EL D85118E- MUM UM1T 1 B Wbprol N Y E720460e 131201E X2014 53,000.000 Gn �s� $9.000.000 Rota Deb: 5 lmi pES01tlPI1 OP 01 ILOCAIMS I VIINICLU (Aenab ACORD 101, AddlNwl au..ts ed,dYb, It mad spece 1s mMwndl Add itional Insured and Waiver of Subrogetion as designated above is provided when required of the Named Insured by written Contract or Pro Mk -13142 Monroe ADA Segment 1 & 2 A Monroe County Board of County Commissioners is an additional insured as noted above WAIVER M.NA aTe uw. lies / AWt =. ATIAW ®1850 -2070 AG0110 wrcrWKA t 1W"- AR ngnw rffi`s.Fr.a- ACORD 25 (20101011) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE ULL BE DELIVERED IN Monros County Board of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. Aft Ann Riger 1100 Simonton Street. Room 2 -216 AUn1011Iil MIMMSENTATIVr Key West FL 33040 A C ®1850 -2070 AG0110 wrcrWKA t 1W"- AR ngnw rffi`s.Fr.a- ACORD 25 (20101011) The ACORD name and logo are registered marks of ACORD J 2013 /2014 MONROE COUNTY BUSINESS TAX RECEIPT EXPIRES SEP"NBER 30, 2014 RECEIPT# 47161- 103202 Business Name: MBI /K2M ARCHITECTURE, INC Owner Name: MICHAEL B tNGRAM Business location: � Wes, FL 3304 Mailing Address: Business Phone: 30S -202 -7722 1001 WHITEHEAO ST Business type: MISCELLANEOUS SERVICE (PARKING LOT) KEY WEST, FL 33040 Employees 1 Prior Years Collection Cost Total Paid Tax Amount Transfer Fae Sub -Total Penalty 0.00 22.00 11 1 22.00 0.00 22.00 0.00 0.00 Paid 110 -12- 00002385 08/15/2013 22.00 THIS BECOMES A TAX RECEIPT Denise Box 1129, Key West CFL 33041 a YOU MUST MEET ALL THIS IS ONLY A TAX. WHEN VALIDATED COUNTY AND /OR MUNICIPALITY PLANNING AND ZONING REQUIREMENTS. MONROE COUNTY BUSINESS TAX RECEIPT P.O. Box 1129, Key West, FL 33041 -1129 EXPIRES SEPTEMBER 30, 2014 Business Name: MBI/K2M ARCHITECTURE, INC RECEIPT#t 47161 - 103202 Business Location: 1001 yyF{ITEHEAD ST MICHAEL B INGRAM KEY WEST, FL 33040 Owner Name: 1001 WHITEHEAD ST Business Phone: 305 -292 -77 Mailing Address: KEY WEST, FL 33040 Business Type: MISCELLANEOUS SERVICE (PARKING LOT) Employees 1 Prior Years Collsction Cost Total Paid Tax Amount Transfer Fee Sub -Total Penalty 0.00 22.00 22.00 0.00 22.00 0.00 Paid 110 -12- 00002385 08/15/2013 22.00 �Q �� Z VCO Go OD �g �m O W Cf �_ LU Cf W M r a o� mo CO t--W. oz Up R0 1sT AMENDMENT TO CONTRACT FOR PROFESSIONAL SERVICES BETWEEN OWNER AND ARCHTIECT /ENGINEER FOR THE EXTENSION OF THE CONTINUING CONTRACT This First Amendment to Contract (herein after "Amendment ") between Owner and Architect /Engineer for the Continuing Contract for Professional Services ( "Contract "), entered into between Monroe County ( "Owner" or "County ") and MBI /K2M Architecture, Inc. ("Architect /Engineer ") is made and entered into this 20` day of November, 2013, in order to amend the Contract as follows: W ITN ESSETH WHEREAS, on December 16, 2009, the parties entered into a continuing contract for Professional Services, pursuant to Florida Statute 287.055 (2) (g) where services are to be rendered for projects in which the estimated construction costs of each individual project under the contract does not exceed Two Million Dollars ($2,000,000.00), or for study activity if the fee for Professional Services for each individual study under the contract does not exceed Two Hundred Thousand Dollars ($200,000.00); and WHEREAS, the Continuing Contract stipulates that a separate contract for each project awarded to the Architect by the Owner be provided each with specific scopes of work, time schedules, charges and payment conditions, and additional terms and conditions applicable to that specific contract; and WHEREAS, in accordance to the Continuing Contract the Professional Services will be for a period of four years commencing on the date of the contract, with options for the Owner to renew on an annual basis for two additional one year periods; NOW THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which hereby acknowledged, the Owner and the Architect agree as follows: 1. The Continuing Contract for Professional Services dated December 16, 2009 and terminating on December 15, 2013, shall be renewed for the first of two one -year periods effective on December 16, 2013 and terminating December 16, 2014. 2. The following shall be added to Article XVII of the original Continuing Contract dated December 16, 2009: a) Architect shall not disclose, publish, or authorize others to disclose or publish, design data, drawings, specifications, reports, or other information pertaining to the services performed by the Architect or other information to which the Architect has had access during the Term of this Master Agreement without the prior written approval of the County, during the Term of this Master Agreement and for a period of two (2) years after the termination of this Master Agreement. Nevertheless, the parties agree that the Architect may use and publish the County's name and give a general description of the work provided by the Architect for the purpose of informing other clients and potential clients of the Architect's work experience and qualifications. b) Should the County receive a request for documents pursuant to Chapter 119, Florida Statutes, Architect shall cooperate with the County to facilitate the County's compliance with Chapter 119, Florida Statutes. Should the Architect assert any exemptions to the requirements of Chapter 119 and related statutes, the burden of establishing such exemption, by way of injunctive or other relief as provided by law, shall be upon the Architect. Failure by the Architect to cooperate with the County in connection with a Public Records request shall be grounds for immediate unilateral cancellation of this Master Agreement by the County." 3. in all other respects, the original Continuing Contract dated December 16, 2009 remains unchanged. IN WITNESS WHEREOF, each party caused this Agreement to be executed by its duly authorized (50 `., i a • on the day and year first written above. HEAVILN, CPA, Clerk Deputy Clerk BOARD OF COUNTY COMMISSIONERS WITNESS to Architect's Signattrre: h ;� WITNES Sign ure L1t� •`x� T� yr �..,.��? l,`C, Print Witness Name Date: i:3^N3, ?OE COUNTY ATTORNE A PROVED AS TO FO ) NATILEENE W. CASSEL ASSISTANT COUNTY ATTORNEY Date CONTRACT FOR PROFESSIONAL SERVICES BETWEEN OWNER AND ARCHITECT/ENGINEER FOR ADA COMPLIANCE SEGMENTS #1 & #2 COMBINED THIS CONTRACT made as of the 16' day of October, 2013, FOR PROFESSIONAL SERVICES BETWEEN OWNER AND ARCHITECT/ENGINEER (the "Contract" or "Agreement ") is made and entered into by MONROE COUNTY, BOARD OF COUNTY COMMISSIONERS ( "Owner" or "County'% a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, its successors and assigns through the Monroe County Board of County Commissioners (`BOCC "), and MBMM ARCHITECTURE, INC. the ( "Architect "), whose address is 1001 Whitehead Street Suite 101, Key West, FL 33040, its successors and assigns. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which hereby acknowledged, the Owner and the Architect agree: 1. This Contract is in accordance to the Continuing Contract as approved by the BOCC on December 16, 2009 where professional services are to be rendered for projects in which the estimated construction costs of each individual project under contract does not exceed Two Million Dollars ($2,000,000.00). All terms and conditions of the ontinuing contract approved by the BOCC shall app tot * contract as if incorporated in full herein Modifications to the existing contract consist of the following: A. PROJECT DESCRIPTION AND SCOPE OF WORK Architect shall provide architectural and engineering design services to complete the American with Disabilities Act (ADA) Compliance projects for the existing ADA Compliance Segment #1 and the ADA Compliance Segment #2, which shall henceforth be referred to as one project identified as ADA Compliance Segments #1 and #2 Combined. The project Scope of Work includes, but is not limited to, 38 individual locations throughout Monroe County that were identified with specific ADA deficiencies that need compliance. These locations are as follows: 1. K.L. Animal Shelter 2. K.L. Friendship Park 3. K.L. Sunset Point Park 4. K.L. Harry Harris Park 5. P.K. Annex 6. P.K. Government Center 7. P.K. Children's Center 8. P.K. Roth Building 9. P.K. Public Works 10. Islamorada Library 11. Marathon Animal Shelter 12. Marathon Annex 22. Cudjoe Key Transfer Station 23. Cudjoe Key Sheriff Substation 24. Baypoint Park 25. Big Coppitt Wilhelmina Harvey Park 26. Big Coppitt Fire Rescue 27. K.W. Bayshore Manor 28. K.W. Animal Shelter 29. K.W. Juvenile Justice Center 30. K.W. Detention Center 31. K.W. Sheriffs Headquarters 32. K.W. Driver's License Bureau 33. K.W. Historic Gato Building ADA Compliance Segments #1 & #2 Combined Page 1 13. Marathon Health Department 14. Marathon Driver's License 15. Marathon Senior Center 16. Marathon Library 17. Marathon Government Center 18. Veterans Park 19. B.P. Watson Field 20. B.P. Palm Villa Park 21. B.P. Blue Heron park 34. K.W. Harvey Government Center 35. KW. Senior Nutrition Center 36. KW. Lester Building 37, K.W. Old Courthouse 38. K.W. May Hill Russell Library Architect's Scope of Work shall include site visits at the start of the project to each project location for assessment of the unfinished portions of Segments #1 and #2 with Monroe County Staff- Architect and County Staff shall conduct Design Review meetings. Architect shall obtain all approvals needed, and coordination with the City of Key West HARC when necessary. Architect shall assist County in preparing proposal documents, including drawings and specifications, respond to bidding questions via preparing the addenda, attendance at the pre -bid conference, review of proposals, and contract recommendation. Architect shall coordinate with the Building Department for permit approval. Architect shall respond to Requests for Information during construction, and review and respond to submittals. Architect shall not attend progress meetings or review Payment Requests. .Architect shall prepare as -built drawings using owner- verified redline drawings provided by the Contractor. Monroe County agrees to provide Construction Management oversight, and handle the verification and approvals of Payment Applications, Lien Releases, etc. Architect shall comply with any and all requirements provided by the Department of Economic Opportunity, the Housing Authority, and Meridian Community Services Group, Inc. In providing opinions of probably construction cost, the County understands that the Architect has no control over the cost or availability of labor, equipment or materials, or over market conditions or the Contractor's method of pricing, and that the Architect's opinion of probable construction costs are made on the basis of the Architect's professional judgment and experience. The Architect makes no warranty, express or implied, that the proposals or the negotiated cost of the work will not vary from the Architect's opinion of probable construction cost. ADA Compliance Segments #1 & #2 Combined Page 2 2. ADDITIONAL SERVICES Additional services are those which arise as a result of unforeseen circumstances during the design of a project and which is not included as basic services. Such additional services, when requested in writing by the County, shall be performed at hourly rates established on exhibit "A ". Additional services shall include services in connection with evaluating substitutions proposed by the contractor, and making subsequent revisions resulting therefrom, and deciding disputes between owner and Contractor(s). Record Drawings — Record drawings will be prepared utilizing Contractor "as- builts", and fee contemplates a normal amount of modifications to base drawings as typical with the construction process. If significant changes are made during construction, Record Drawing costs may require re- evaluation. The drawings will be prepared by Architect's Design Professionals' drafting staff only. Architect will maintain electronic files for this project and provide one digital set to County. 3. ARCHITECT AND COUNTY STIPULATIONS A. Certain items will be provided by the COUNTY, if they are in the County's possession or control, if requested in writing by the architect: • Any existing documents relating to ADA Compliance for Segments #1 and #2, will be provided if available to staff and if provided by the former contractor. • Elevation certificate showing flood designation from FEMA maps_ • Asbestos /mold abatement survey. • Topographic and boundary surveying. 4. COMPENSATION A. A fee percentage of 10% of the estimated construction cost of $509,890 shall be used to calculate the Architect's fixed fee of Fifty Thousand Nine Hundred Eighty -Nine Dollars ($50,989.00). This fee shall be adjusted either upward or downward when the actual construction cost is known. Invoicing shall be monthly based on the percentage of completion, and as outlined below: • Design 90% • Bidding and Permitting 5% • Construction 5% The following expenses are included in the design phase as described above: • Ten (10) signed and sealed 11 x 17 drawing sets for each of the thirty - eight (38) locations, and one electronic copy which includes all.. This includes seven (7) sets for permit submission and three (3) sets for as -built submission. • Initial visits and evaluations with County staff. �� ADA Compliance Segments #1 & #2 Combined Page 3 B. Monroe County and the Architect agree that the architect designed portions of Segment #1 for Mailloux & Sons, Inc., that work remains unpaid in the amount of $5,723.50. The design was completed by the Architect and will be used by the County; therefore the County will pay this amount as additional compensation to the Architect (see attachments to Exhibit "A "). C. REIMBURSABLE EXPENSES Reimbursable expenses shall be paid when submitted by Architect, in writing, but only to the extent and in the amounts authorized by Section 112.061 Florida Statutes, and /or Monroe County Code, whichever is more restrictive. Allowable reimbursable expenses are as follows: • Reproductions as requested only by the Owner beyond 10 signed and sealed 11 x 17 sets, and one electronic copy. • Renderings and models requested by the County. • Postage of drawings and specifications except for those charges for postage between the Architect's branch offices and between the Architect and his Consultants. 5. SCHEDULE The architect shall perform its services as expeditiously as is consistent with professional skill and care and the orderly progress of the Work. Architect shall remain within the scheduled deadlines provided by the Department of Economic Opportunity, The Housing Authority, and Meridian Community Services Group, Inc. The architect understands the urgency to commence design work upon BOCC approval, and agrees to an assessment tour with a member of the Project Management team. Subsequent to the assessment tour, Architect shall submit design drawings to the County for approval in approximately two weeks. 6. The Architect shall not disclose, publish, or authorize others to disclose or publish, design data, drawings, specifications, reports, or other information pertaining to the services performed by Architect or other information to which the Architect has had access during the term of the Continuing Contract without the prior written approval of the County, during the term of the Continuing Contract and for a period of two years after the termination of the Continuing Contract. Nevertheless, the parties agree the Architect may use and publish the County's name and give a general description of the work provided by the Architect for the purpose of informing other clients and potential clients of the Architect's work experience and qualifications. 7. Should the County receive a request for documents pursuant to Chapter 119 Florida Statutes, Architect shall cooperate with the county to facilitate the County's compliance with Chapter 119, Florida Statutes. Should the Architect assert any exemptions to the requirements of chapter 119 and related statutes, the burden of establishing such exemption, by way of injunctive or other relief as provided by law, shall be upon the Architect. Failure by the Architect to cooperate with the County in connection with a Public Records request shall be grounds for immediate unilateral cancellation of the Continuing Contract by the County. Page 4 ADA Compliance Segments #1 & #2 Combined All of the terms and conditions of the Continuing Contract dated December 16, 2009, and attached as Exhibit `B ", shall apply to this contract as if written herein in their entirety. If the terms of this contract differ with the terms of the contract dated December 16, 2009, the terms of this contract shall take precedence. IN WITNESS WHEREOF, each party caused this Agreement to be executed by its duly authorized representative on the day and year first above written. AMY HEAVILIN, Clerk Deputy Clerk Witnesses R Witness 1: Print Name: Date: t Witness 2: _ Print Name: v S' Date: STATE OF FLORIDA BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: ._�Z_��0 yor /Chairman ARCHITECT/ENGINEER MBM ARCHITECTURE, INC. B 0 Print Name : A-Anr -LT 17. Title: ,_ P,� ►_ Date: s 241 co MO NIt.OF -- On this y of ,,..,, 2013, before me, the undersigned notary public, personally appeared 0 known a me�e the person whose name is subscribed above, or who produc :Ck"I s identification, and acknowledged that he/she is the person w executed the above Contract with Monroe County for Architect/Engineering services for the ADA Compliance Segments #1 & #2 Combined, for the purposes therein contained. NOTARY PUBLIC My Commission I oz 7 oZ0 KEAN C. LEANDER Notary Public, State of Florida Commission # EE 860719 My comm. expires Jan. 27. 2017 t�1C PEE Y ATTORNEY L E13 AS S TO FO"" *' ' i�t O"" A� it.�NE Vd. CA3 r. � l ADA Compliance Segments #1 & #2 Combined Page 5 EXHIBIT "A" Hourly Rates The following is a listing of hourly rates assigned by staffing type for mbi /k2m Architecture, Inc. and only applies for services authorized beyond those defined in the Contract fo.r ADA Compliance Segments #1 & #2 Combined, or identified as Additional Services. Hourly rates quoted are for the current calendar year and are subject to change thereafter: ARCHITECTUREAINTERIOR DESIGN Principal $225.00 /11our Director $175.001ho ur Project Manager, Architect II $150.00/hour Senior Designer $135.00 /hour Project Coordinator /CA $125.00 /hour Purchasing Agent $125.00 /hour Staff Designer /Draftsman I $ 97.50 /hour Draftsman II $80.00ihour Junior Designer $75.00 /hour Administration $60.00 /hour Intern $42.50/hour ENGINEERING Director Senior Engineer, Manager Project Engineer, Manager Engineer, Specialist Graduate Engineer, Designer Administrative Secretary Technician, Intern Secretary, Clerical $195.00 /hour $165.00 /hour $135.00/hour $105.00 /hour $85.00 /hour $ 85.00/hour $ 60.00/hour $60.00/hour Additional Compensation — Invoices attached. ADA Compliance Segments #1 & #2 Combined Page 6 . mb 1 k2m ARCHITECTURE, INC. 3121 BRIDGE AVENUE CLEVELAND, 0.410 44113 PHONE: 216.357,7794 FAX: 216,357,2796 PROF. REG. NO. AA26001059 Invoice Bill To Mailloux and Sons Attn: Mr. Jade Mailloux 1500 15th Ave, Dr. Fast Suite 103 Palmetto, FL 34221 cc: jadepmailiouxandsons.corn Date Invoice # 3/15/2013 6509 Contract# T °rms Protect; ocation Net 30 Monroe County ADA - Segment 41 FL Description Contract Amt Prior Amt Bill... Cuount "Noo Design Professional shall provid e architectural and 52,080.00 46,572.00 5,208.00 engineering services as required for Monroe County - ADA Compliance Segment #1 - MMI 12 -47 Design,'Build Response In house prints for January Thank you for your business. REMIT TO ADDRESS 3121 Bridge Ave. Cleveland, OH 44113 308.30 Total $5,5 16.30 Payments /Credits $0.00 Balance Due $ C� 'mbi I k2m • `ARCHITECTURE, INC. Printing Log MONTH OF: '-. Job Name / No. Mk -12239 MC ADA Segment #1 Jan -13 Data 8.5x t i wuwht &Sx 11 COW Qty 11 x 17 11 x17 Color {l1 - p AddlWnal Ws Amoun 2/12/2013 11 17 711 2 308.30 308.30 \ \mb1fsWsWS?rws3llbum0Ay Documents\Cllent pint togs\Key WestVMC ADA Segment #1 I m b i 1 k2m ARCHITECTURE, INC. Bill To Mailloux and Sons Attn: Mr. lade Mailloux 1500 15th Ave. Dr. East Suite 103 Palmetto, FL 34221 co; jade@,maillouxundsons.com 3121 BRIDGE AVENUE CLEVELAND, OHIO 44113 PHONE' 216.357.2794 FAX: 216.357.2796 PROF. REG. NO. AA26001059 Invoice Date Invoice # 4/1/2013 6569 P.O. Number Tenrs Project: MBI I K2M Job No. Location Net 30 Monroe County ADA - Segment #1 MK -12239 FL Description Quantity Price Each Amount REIMBURSABLE EXPENSES In house Prints l 90.40, 40.40 Thank you for your business. .REMIT TO ADDRESS: 3121 Bridge Ave. Cleveland, OH 44113 Total $90.40 Payments /Credits $0.00 Balance Due $90.40 �7/ mbi 1 k2m ARCHITECTURE, INC. Printing Log MONTH OF: nn tt cn ti'I C./1 ,lob Name / No. Mk -12239 MC ADA Segment #1 Mar -13 SR ?5 Date Uxftb*Jwht aly, 8.5xIIcolor of fix,T city 19 x17 Color Qt CD Atlmt.0nalCD's Amount 317/13 6 3 181 9 90.40 90.40 I 1 \mbifslUserslrwashburn%h4y DacumentsiClient print logs'Xey War,'WC ADA Segment #1 mb r I k2m ARCHITECTURE, INC. 3121 BRIDGE AVENUE CLEVELAND, OHIO 44113 PHONE: 216.357.2794 FAX: 216.357.2796 PROF. REG. NO. AA26001059 Invoice Bill To Mailloux and Sons Attn: W. Jade Mailloux 1500 15th Ave. Dr, East Suite 103 Palmetto, FL 34221 cc: jade @maillouxuidsons.com Date Invoice # 615/2013 6775 P.Q. Number Terms Project: MBI K2M Job No. Location Nct 30 1Utonrae County ADA - Segment 41 D4k -12239 rL Description Quantity Price Each Amount REIMBURSABLE EXPENSES In house prints I 1 16.80 116.80 Thank you for your business. REMIT TO ADDRESS; 3121 Bridge Ave. Cleveland, OH 44113 Total $116.80 Payments /Credits $0.00 B a lance Due $116.80 �7/ .'m b i I k2m ARCHITECTURE, INC. Printing Log MONTH OF: Job Name / No Mk -12239 ADA Segment #1 May-1 3 — An Date 8.5 x 11 t�lktwitt al . 6.5 x 1 i color Q i 1 x 17 4 1 x 18 t 1 x 17 color Qty. 24 x 36 o Am ount 5/8/2013 20 282 116.80 116.80 \imbifsWserslrwashbumNy DocumentsiQent print !ogsVey'Nest1ADA Segment #1 Exhibit "B" Continuing Contract ADA Compliance Segments #1 & #2 Combined Pa 7 CONTRACT FOR PROFESSIONAL SERVICES BETWEEN OWNER AND ARCHITECT/ENGINEER THIS CONTRACT FOR PROFESSIONAL SERVICES BETWEEN OWNER AND ARCHITECT /ENGINEER (the "Contract" or "Agreement ") is made and entered into by Monroe County ( "Ownee' or "County"), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, its successors and assigns through the Monroe County Board Of County Commissioners ( "BOCC'), and MBI /K2M Architecture. Inc , the( "Architect ")., whose address is 1001 Vhitchead Street StelQ1 Key West, FL 33040, its successors and assigns, This contract shall be effective on the date of execution by the last party signatory to the contract. , This contract is issued as a continuing contract pursuant to Florida Statute 287.055(2) (g). The professional services required by this Contract arc to be rendered for projects in which the estimated construction costs of each individual project under the contract does not exceed Two Million Dollars ($2,000,000.00), or for study activity if the fee for professional services for each individual study under the contract does not exceed Two Hundred Thousand Dollars ($200,000.00). The parties shall enter into a separate contract for each project awarded to the Architect by the Owner. The specific services to be performed under these separate contracts will be determined by the Owner and agreed to by the Architect. Each separate contract will contain specific scope of work, time schedule, charges and payment conditions, and additional terms and conditions applicable to that specific contract. Architect will be chosen pursuant to Owner policy and work will be distributed among all contractors who have signed a continuing contract. The professional services required by this contract will be for services in the form of a continuing contract, commencing on the effective date of this contract and ending four years thereafter, with options for Owner to renew on an annual basis for two additional years. The terms and conditions of this Contract shall apply to any separate contract, unless expressly modified in the provisions of the separate contract. Where the terms of this Contract differ from the terms of the separate contract, the terms of the separate contract shall take precedence. The separate contract will contain its specific scope of work and it is anticipated by this Contract that the scope of work in the separate contract will be in addition to the scope of work outlined in this Contract NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which hereby acknowledged, the Owner and the Architect agree: FORM OF AGREEMENT ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES By executing this Contract, Architect makes the following express representations and warranties to the Owner: 1.1.1 The Architect is a professional qualified to act as the Architect for the Project and is licensed to practice Architecture /Engineering by all public entities having jurisdiction over the Architect/Engineer and the Project; 1.1.2 The Architect shall maintain all necessary licenses, permits or other authorizations necessary to act as Architect for the Project until the Architect's duties hereunder have been fully satisfied; 1.1.3 The Architect shall become familiar with the individual Project site and the local conditions under which the Project is to be designed, constructed, and operated prior to entering a separate contract for any specific Project. 1.1.4 The Architect shall prepare all documents required by this Contract including, but not limited to, all contract plans and specifications, in such a manner that they shall be in conformity and comply with all applicable law, codes and regulations. The Architect warrants that the documents prepared as a part of this Contract will be adequate and sufficient to accomplish the purposes of the Project, therefore, eliminating any additional construction cost due to missing or incorrect design elements in the contract documents; U.S The Architect assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ as Architect of Record. 1.1.6 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Work. The Architect shall submit, for the Owner's and Monroe County Project Management Department's information, a schedule for the performance of the Architect's services which may be adjusted as the Project proceeds if approved by the Owner, and shall include allowances for periods of time required for the Owner's and Monroe County Project Management Department's review, and for approval of submission by authorities having jurisdiction over the Project. Time limits established by this schedule and approved by the Owner may not be exceeded by the Architect except for delay caused by events not within the control of the Architect or foreseeable by him. 1.1.7 in providing all services pursuant to this agreement, the Architect shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating sucirservices, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the COUNTY to terminate this agreement immediately upon delivery of written notice of termination to the Architect. ARTICLE II SCOPE OF ARCHITECT /ENGINEER'S BASIC SERVICE 2.1 DEFINITION 2.1.1 Architect's Basic Services consist of those described in Paragraphs 2.2 through 2.8, and other services identified as part of Basic Services, and include normal, civil, structural, mechanical, and electrical engineering services. 2.2.2 The Design for Construction shall include, but shall not necessarily be limited to, plans and specifications which describe all systems, elements, details, components, materials, equipment, and other information necessary for construction. The Design for Construction shall be accurate, coordinated and in all respects adequate for construction and shall be in conformity, and comply, with all applicable law, codes, permits, and regulations. Products, equipment and materials specified for use shall be readily available unless written authorization to the contrary is given by the Owner. The Architect shall be responsible for designing the Project in accordance with the analyses and recommendations of the geotechnical information furnished by the Owner. 2.1.3 These services shall include, but not be limited to: Preparation and completion of the design program for space requirements and relationships, schematic design, design development, preparation of contract documents for bids, preparation and advertisement for Request for Bids, tabulation and review of bids, recommendation of contract awards, cost estimating during design and document preparation, administration of contract documents, consultation and on -site inspections during construction, review and recommend approval of contractor invoices, preparation and submittal of permit applications, zoning applications, public presentations and presentations to the County Commission. Architect shall arrange his schedule in order to be available to perform the listed services for one or for several projects if requested by COUNTY and with the understanding that for any individual project the construction costs will not exceed the limits under F.S. 287.055 (2)(g). 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Architect shall review the County's program, schedule and construction budget furnished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner. 2.2.2 The Architect shall review with the Owner and Monroe County Project Management Department's proposed site use and improvements, required permits, zoning, selection of materials, building systems and equipment; and method of Project delivery. 2.23 The Architect shall review with the Owner and Monroe County Project Management Department's alternative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed -upon program, schedule and constriction budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. 2.2.5 Upon completion of the Schematic Design Phase, the Architect shall provide drawings, outline specifications, estimate of anticipated cost in accordance with the schematic designs, and other documents for the Owner's approval and the Monroe County Project Management Department's information. 2.2.6 The Schematic Design must be approved in writing, by the Owner prior to Architect continuing to the Design Development Phase. 2.3 DESIGN DEVELOPMENTMOCUMENT PHASE 23.1 Upon completion of the Design Development Phase, the Architect shall provide drawings, outline specifications and other documents for the Owner's approval and the Monroe County Project Management Department's information. The Architect shall provide an estimate of anticipated costs in accordance with the design development phase. 2.3.2 The Design Development Documents must be approved in writing, by the Owner prior to Architect continuing to the Construction Documents Phase. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 The Architect shall provide Drawings and Specifications for the Owner's and the Monroe County Project Management Department's review. 2.4.2 The Architect shall assist the Owner and Monroe County Project Management Department in the preparation of the necessary bidding information, bidding forms, the Conditions of Contracts, and the forms of Agreement between the Owner and the Contractors. 2.4.3 The Architect's construction documents (plans, specifications, etc.) will conform to all written codes and regulations of the federal government, county, state, municipalities, agencies and state departments, in effect at the date of this Agreement, and shall be of such completion as to receive all permits when applied for. If permits are denied, then the Architect will conform the construction documents in such manner to receive permits upon such plans. Work required from the Architect to conform the documents to federal, state, city, county, or agency specifications and permit requirements to allow them to be approved shall be completed at no charge or cost to the Owner. 2.5 BIDDING OR NEGOTIATION PHASE 2.5.1 The Architect, following the Owner's approval of the Construction Documents and the Architect's latest estimate of Construction Cost, shall assist the Monroe County Project Management Department in obtaining bids or negotiated proposals and assist in preparing contracts for construction. 2.5.2 The Architect shall assist the Monroe County Project Management Department in issuing bidding documents to bidders and conducting pre -bid conferences with prospective bidders. The Architect, with the assistance of the Monroe County Project Management Department, shall respond to questions from bidders, and shall issue addenda. 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1. The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for construction and terminates with the issuance to the Owner of the final Project Certificate for Payment including the submission of all project close -out documents by the Architect and Contractor. The Architect will administer the Owner's contract as provided for in that document. The Architect agrees to perform a project check prior to the and of the warranty period as a part of the contract. The check shall not exceed one working day unless additional time is approved by the Owner. 2.6.2 The Architect shall at all times have access to the Work whenever it is in preparation or progress. 2.6.3 The Architect shall, as contemplated herein and in the Construction Contract, but not otherwise, act on behalf, and be the agent, of the Owner throughout construction of the Project. Instructions, directions, and other appropriate communications from the Owner to the Contractor shall be given to the Contractor by the Architect or Monroe County Project Management Department. 2.6.4 The Architect shall have authority, after notification to the Monroe County Project Management Department to reject Work, which does not conform to the Contract Documents. 1.6.5 The Architect shall review and sign or take other appropriate action on Change Orders and Construction Change Directives prepared by the Monroe County Project Management Department for the Owner's approval and execution in accordance with the Contract Documents. 2.6.6 The Architect shall promptly provide appropriate interpretations as necessary for the proper execution of the work as long as there is no change in Contract price. 2.6.7 The Architect shall require inspection or re- inspection and testing or retesting of the work, to include architectural /engineering, structural, mechanical and electrical engineering portions of the work, in accordance with the provisions of the Construction Contract whenever appropriate. 2.6.8 The Architect, assisted by the Monroe County Project Management Department, shall conduct inspections to determine the dates of Substantial Completion and the date of Final Completion. 2.6.9 The Architect shall interpret and decide matters concerning performance of the Contractor under the requirements of the Contract Documents upon written request_ 2.6.10 Interpretations and decisions of the Architects shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings and submitted on proper Construction Change Directives. 2.6.11 The Architect shall render written decisions within a reasonable time on all claims, disputes or other matters in question between Owner and Contractors relating to the execution or progress of the Work as provided in the Contract Documents. 2.6.12 Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect. 2.6.13 The Architect shall be a representative of and shall advise and consult with the Owner (1) during construction until final payment to the Contractor is due and (2) as a Basic Service at the Owner's direction from time to time during the correction period described in the Contract for Construction. 2.6.14 The Architect shall transmit to the Owner all manuals, operating instructions, as- built plans, warranties, guarantees and other documents and things required by the Construction Contract and submitted by the Contractor. 2.6.15 The Architect shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's responsibility under the Contract for Construction. The Architect shall not be responsible for the Contractor's schedules or failure to carry out the work in accordance with the contract documents. The Architect shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the work. 2.6.16 The Architect shall make available to the Owner any personnel or consultants employed or retained by the Architect for the purpose of reviewing, studying, analyzing or investigating any claims, contentions, allegations, or legal actions relating to, or arising out of, the design or construction of the project. 2.6.17 The Architect shall review any as -built drawings furnished by the Contractor and shall certify to the Owner that same are adequate and complete. 2.6.18 The Architect shall, without additional compensation, promptly correct any errors, omissions, deficiencies, or conflicts in the work product of the Architect or its consultants, or both. 2.6.19 The Architect must reimburse the Owner for any added costs paid by the Owner during construction that were incurred as the result of any omission, deficiency, or conflict in the work product of the Architect, its consultants, or both. This added expense is defined as the difference in cost from that which the Owner would have paid if the work was included in the bid, and the actual cost presented by the Contractor. ARTICLE III ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article Mare not included in Basic Services. They shall be paid for by the Owner as provided in this agreement as an addition to the compensation paid for the Basic Services but only if approved by the Owner before commencement, and as follows: A. Providing services of Architect for other than the previously listed consulting scope of Project provided as a part of Basic Services. B. Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted consulting practice_ C. Providing representation before public bodies in connection with the Project, upon approval by the Owner. 3.2 If Additional Services are required, such as those listed above, the Owner shall issue a letter requesting and describing the requested services to the Architect. The Architect shall respond with fee proposal to perform the requested services. Only after receiving an amendment to the Agreement and a notice to proceed from the Owner proceed with the Additional Services. ARTICLE IV OWNER'S RESPONSIBILITIES 4.1 The Owner shall designate Monroe County Project Management Department to act on the Owner's behalf with respects to the Project. The Owner or Monroe County Project Management Department shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. However, the parties acknowledge that due to Monroe County Policy, Ordinances or State or Federal Statute there may be times when a decision must be made by the BOCC, in which case any delay shall not be attributed to Monroe County or its representative. 4.2 Prompt written notice shall be given by the Owner and Monroe County Project Management Department to the Architect if they become aware of any fault or defect in the Project or non- conformance with the Contract Documents, 4.3 The Owner shall fumish the required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the Architect's services and work of the contractors. 4.4 The Owner's review of any documents prepared by the Architect or its consultants shall be solely for the purpose of determining whether such documents are generally consistent with the Owner's criteria, as and if, modified. No review of such documents shall relieve the Architect of responsibility for the accuracy, adequacy, fitness, suitability or coordination of its work product. ARTICLE V CONSTRUCTION QM 5.1 The Construction Cost, if applicable, shall be defined in a contract for the specific Project ARTICLE A INDEMNIFICATION AND HOLD HARMLESS 6.1 The Architect covenants and agrees to indemnify and hold harmless Owner/Monroe County and Monroe County Board of County Commissioners from any and all claims for bodily injury, including death, personal injury, and property damage, including property owned by Monroe County., and any other losses, damages, and expenses, including attorney's fees, court costs and expenses, which arise out of, in connection with, or by reason of services provided by the Architect or its Subcontractor(s), occasioned by the negligence, errors, or other wrongful act or omission of the Architect, their employees, or agents. 6.2 The first ten dollars ($10.00) of remuneration paid to the Architect is for the indemnification provided for above. Should any claims be asserted against the County by virtue of any deficiency or ambiguity in the plans and specifications provided by the Architect, the Architect 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. 6.3 In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the Architect's failure to purchase or maintain the required insurance, the Architect 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 Architect the Architect agrees and warrants that Architect 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. 6.4 The extent of liability is in no way limited to, reduced or lessened by the insurance requirements contained elsewhere within the Agreement. 6.5 This indemnification shall survive the expiration or early termination of the Agreement. AR 1 — u VI 7.1 PERSONNEL The Architect shall assign only qualified personnel to perform any service concerning the project. ARTICLE VIII 8.1 PAYMENT Terms of payment will be governed by state guidelines and /or hourly rates to be approved by the County. Hourly rates are provided in Exhibit A and subject to annual affirmation. Details of payment will be set out in the specific separate contract. 8.2 REIMBURSABLE EXPENSES Shall be negotiated and agreed to prior to award of the separate contract, but only to the extent and the amounts authorized by Section 112.061, Florida Statutes; however prior to incurring any expense written approval for any reimbursable expense must be obtained from the County. 8.3 BUDGET 8.3.1 The Architect may not be entitled to receive, and the County is not obligated to pay, any fees or expenses in excess of the amount budgeted for this Agreement in each fiscal year (October 1- September 30) by County's Board of County Commissioners. The budgeted amount may only be modified by an affirmative act of the County's Hoard of County Commissioners. 83.2 AVAILABILITY OF FUNDS. If funding cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified in this Contract or in the separate contracts for individual projects, the agreement may be terminated immediately at the option of the County by written notice of termination delivered to the Architect. The County shall not be obligated to pay for any services provided by the Architect after the Architect has received written notice of termination, unless otherwise required by law. 8.3.3 The County does not guarantee Architect any specific amount of work or contracts under this agreement. The parties shall enter into a separate contract for each project awarded to the Architect by the County. The specific services to be performed under these separate contracts will be determined by the County and agreed to by the Architect. Each separate contract will contain specific scope of work, time schedule, charges and payment conditions, and additional terms and conditions applicable to that specific contract. Architect will be chosen pursuant to County policy and work will be distributed among all contractors who have signed a continuing contract. 83.4 Monroe County's performance and obligation to pay under this contract 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 IX 9.1 APPLICABLE LAW This contract is governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and performed entirely in the State. Venue for any mediation, dispute conferences or litigation arising under this contract must be in Monroe County, Florida. The Parties waive their rights to a trial by jury. A RTICLE X 10.1 OWNERSHIP OF THE PRELIMINARY DESIGN AND THE DESIGN FOR CONSTRUCTION 10.1 The Drawings, Specifications and other documents prepared by the Architect for this project are instruments of the Architect's service for use solely with respect to this project, and the Architect shall be deemed the author of these documents and shall retain all common law, statutory and other reserved rights, including reproducible copies, of the Architect's Drawings, Specifications and other documents shall not be used by the Owner or others on other projects except by agreement in writing and with appropriate compensation to the Architect. 10.1.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the project is not to be construed as publication in derogation of the Architect's reserved rights. 10 10.1.3 The As -Built drawings and specifications may be famished by the Architect to the Owner in electronic format in addition to the original As -Built documents. 10.1.4 The Owner may utilize the construction documents, As -Built documents, etc. as required for reference on any necessary future work on the site, and for constructing, using and maintaining the Project. 11.1 SUCCESSORS AND ASSIGNS The Architect shall not assign its tight hereunder, excepting its right to payment, nor shalt it delegate any of its duties hereunder without the written consent of the Owner. The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other patty to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. ARTICLE X11 NO THIRD PARTY BENEFICIARIES AND INDEPENDENT CONTRACTOR RELATIONSHIP 12.1 NO THIRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, between the patties which creates or gives rise to any rights in favor of, any third party. 12.2 INDEPENDENT CONTRACTOR RELATIONSHIP The Architect is and shall be an independent contractor in the performance of all work, services, and activities under this Agreement and is not an employee, agent or servant of the County. The Architect shall exercise control over the means and manner in which it and its employees perform the work and in all respects the Architect's relationship and the relationship of its employees to the County shall be that of an independent contractor and not as employees or agents of the County. The Architect does not have the power or authority to bind the County in any promise, agreement or representation other than such power and authority that is specifically provided for in this Agreement. ARTICLE XIII 13.1 INSURANCE 13.1.1 The Architect shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. Professional Liability Insurance shall also be maintained as specified. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the Architect's failure to 11 purchase or maintain the required insurance, the Architect shall indemnify the County from any and all increased expenses resulting from such delay. 13.1.2 The coverage provided herein shall be provided by an insurer with an A.M. Best Rating of VI or better, that is licensed to do business in the State of Florida and that has an agent for service of process within the State of Florida. The insurance certificate shall contain an endorsement providing thirty (30) days notice to the County prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the County and shall be in a form acceptable to the County. 13.1.3 Architect shall obtain and maintain the following policies: A. Workers' Compensation insurance as required by the State of Florida. B. Employers Liability Insurance with limits of $100,000.00 per Accident, $500,000.00 Disease, policy limits, $100,000.00 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 Hundred Thousand Dollars ($100,000.00) combined single limit and One Hundred Thousand Dollars ($100,000.00) annual aggregate. D. Commercial general liability covering claims for injuries to members of the public or damap to property of others arising out of any covered act or omission of the Architect or any of its employees, agents or subcontractors or subconsultants, including Premises and/or Operations, Independent Contractors; Broad Form Property Damage and a Contractual Liability Endorsement with Five Hundred Thousand Dollars ($500,000.00) per occurrence and annual aggregate. E. Professional liability insurance of Five Hundred Thousand Dollars ($500,000.00) per claim and One Million Dollars ($1,000,000.00) annual aggregate. If the policy is a "claims made policy, Architect 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 Architect's liabilities hereunder in insurance coverage identified in Paragraphs C and D. G. Architect shall require its subconsultants to be adequately insured at least to the limits prescribed above, and to any increased limits of Architect if so required by County during the term of this Agreement. County will not pay for increased limits of insurance for subconsultants. 12 K. Architect shall provide to the County certificates of insurance or a copy of all insurance policies including those naming the County as an additional insured by including any subsection thereunder. The County reserves the right to require a certified copy of such policies upon request. AARRTICL= E MY T IO 14.1 Either party hereto may terminate this contract prior to expiration upon giving seven (7) days written notice to the other in the event that such other party negligently or for any reason substantially fails to perform its material obligations set forth herein. No termination expenses shall be paid by the Owner after the date of notice of termination. 14.2 The Owner may terminate this Contract without cause by giving the other party sixty (60) days written notice of its intention to do so. Termination expenses shall include expenses available under the contract through the date on the notice of termination and shall not include any additional services required in order to stop performance of services, unless agreed to in writing by the County and subject to audit for the purpose of verification. ARTICLE XV ENTIRE AGREEMEN'L 15.1 This contract constitutes of the form of agreement, the exhibits that are attached and made a part of the contract, and the documents referred to in the form of agreement as a part of this contract In the event any conflict between any of those contract documents, the one imposing the greater burden on the Architect will control. 15.2 A person or who has been place on the convicted vendor list following a conviction for public entity crime may not submit a bid on contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. ARTICLE -MI DISPUTE RESOLUTION 16.1 County and Architect agree that all disputes and disagreements shall first be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be submitted to mediation before a mediator 13 mutually agreed to by the parties. The cost of mediation shalt be shared equally, The parties agree that mediation is a condition precedent to the institution of legal or equitable proceedings by either party. Request for mediation shall be in writing and sent to the other party. The parties shall agree on a mediator to hear the dispute. 16.2 Mediation shall be held in Monroe County Florida in a location in Key West; the location may be moved only by mutual agreement of the parties. 16.3 Agreements reached in mediation shall be reduced to writing and signed by the representative of each party; however agreements must be approved by the Board of County Commissioners to be enforceable_ Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction in Monroe County. 16.4 Nothing in this Agreement shall be construed to interfere with a subsequent order from any court of competent jurisdiction ordering the parties to enter into mediation after institution of legal or equitable proceedings. 16.5 Arbitration is specifically rejected by the parties as a method of settling disputes which arise under this agreement; neither of the parties shall be compelled by the other to arbitrate a dispute which may arise under this Agreement. ARTICLE XVII Additional Requirements 17.1 The following items are part of this contract: a) Architect 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 Architect pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Architect shall repay the monies together with interest calculated pursuant to F.S. See. 55.03, running from the date the monies were paid to County. b) Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Architect agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The Parties waive their rights to a trial by jury. The County and Architect agree that, in the event of conflicting interpretations of the terns or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution 14 of any other administrative or legal proceeding, pursuant to Section XVI of this agreement. c) Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby, and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Architect agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. d) Attorney's Fees and Costs. The County and Architect agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs expenses, as an award against the non- prevailing party, and shall include attor'ney's fees and courts costs expenses in appellate proceedings. e) Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Architect and their respective legal representatives, successors, and assigns. f) Authority. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. Each party agrees that it has had ample opportunity to submit this Contract to legal counsel of its choice and enters into this agreement freely, voluntarily and with advise of counsel. 1) Claims for Federal or State Aid. Architect and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. h) Adjudication of Disputes or Disagreements. County and Architect agree that all disputes and disagreements shall be attempted to be resolved under Section XVI of this agreement. If no resolution can be agreed upon within 30 days after mediation, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. i) Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Architect agree to participate, to the extent required by the IFS 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 Architect specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. j) Nondiscrimination. Architect 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 iluther action on the part of any party, effective the date of the court order. Architect or County agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681 -1683, and 1685 - 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91- 616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee -3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. at 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 o& this Agreement. k) Covenant of No Interest. Architect and County covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 1) Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. m) No Solicitation/Payment. The Architect and County warrant that, in respect to itself, it has neither employed not retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it 16 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 Architect agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. n) Public Access. The Architect 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 Architect and County in conjunction with this Agreement, and the Architect shall have the right to unilaterally cancel this Agreement upon violation of this provision by County. o) Non- Waiver of Immunity. Notwithstanding he provisions of Sec. 286.28, Florida Statutes, the participation of the Architect and the County in this Agreement and the acquisition of any commercial liability insurance coverage, self - insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. p) Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. q) Legal Obligations and Responsibilities: Non - Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. r) Non - Reliance by Non - Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the Architect and the County agree that neither the Architect 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 YA or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. S) Attestations. Architect agrees to execute such documents as the County may reasonably require including a Public Entity Crime statemcnt, an Ethics Statement, and a Drug -Free Workplace Statement. t) No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. u) Americans with Disabilities Act of 1990 (ADA) and Florida Accessibility Code (FAQ, current edition, whichever is required for the specific project. The Architect will comply with all the requirements as imposed by the ADA, the regulations of the Federal government issued thereunder, and the assurance by the Architect pursuant thereto. v) Disadvantaged Business Enterprise (DBE) Policy And Obligation. It is the policy of the County that DBE's, as defined in C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with County funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The County and its Architect agree to ensure that DBE's have the opportunity to participate in the performance of the Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with applicable federal and state laws and regulations to ensure that DBE's have the opportunity to compete and perform contracts. The County and the Architect and subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Agreement. w) Execution in Counterparts_ This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by singing any such counterpart. t8 X) Section Headings. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a pact of this Agreement and will not be used in the interpretation of any provision of this Agreement. IN WITNESS WHEREOF, each party caused this Agreement to be executed by its duly authorized representative on the day and year first above written. (SEAQ. Attest ))ANNY L. KOLHAGE, Clerk By: s Deputy Clerk WITNESS TO Architect's Signature: WITNESS Signature Print Witness Name Date:_ 11 2 6 - b 9 BOARD OF COUNTY CONIMISSIONERS OF MONROE COUNTY, FLORIDA By. * Date: By: Print Name of Date: q X ._ (�40L END OF AGREEMENT 19 SECTION FIVE INSURANCE RE UIREMENTS AND INDEMNIFICATION STATEMENT Insurance Reouirement Worker's Compensation Employer's Liability General Liability Vehicle Liability Professional Liability Ream ed units Statutory Limits $100,0001$500,00 /$ 100 , 000 $100,000 Combined Single Limit $100,000 Combined Single Limit per Occurrence /$1,000,0 Aggregate $500,000 per occurrence/ 51,000,000 Aggregate The Architect/Consultant covenants and agrees to indemnify, hold harmless and defend Monroe County, its commissioners, officers, employees, agents and servants from any and all claims for bodily injury, Including death, personal injury, and property damage, including property owned by Monroe County, and any other losses, damages, and expenses of any kind, including attorney's fees, court costs and expenses, which arise out of, in connection with, or by reason of services provided by the Architect or Consultant or any of its Subcontractor(s) in any tier, occasioned by the negligence, errors, or other wrongful act or omission of the Architect/Consultant, including its Subcontractor(s) in any tier, their officers, employees, servants or agents. In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of the Architect/Consultant's failure to purchase or maintain the required insurance, the Architect/Consultant shall indemnify the County from any and all increased expenses resulting from such delay. Should any claims be asserted against the COUNTY by virtue of any deficiency or ambiguity in the plans and specifications provided by the Architect /Consultant, the Architect/Consultant agrees and warrants that Architect/Consultant shall hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the County's behalf. The first ten dollars ($10.00) of remuneration paid to the Architect/Consultant is consideration for the indemnification provided for above. 20 The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. This indemnification shall survive the expiration or earlier termination of the Agreement I understand the insurance that will be trW4ory if awarded the contjc� ill comply in frill with all the requirements. a N � C, MA64 -4--ft- atum Respond M' I �% 6�1 W6 1 ot, FM INSURANCE AGE NT'S STATEMENT I have reviewed the above requirements with the Architect named below. The following deductibles apply to the corresponding policy. POLICY DEDUCTIBLES Professional #AEE7204502 $15,00o per claim (Claims -Made) General Liab #45SSAI07008 No Deductible (occurrence) Auto Liab #458BAIO7088 No Deductible (Occurrence) X Liability policies are — Occurrence X Claims Made �f 'Ad� Insurance Agency Signature Selvaggio, Teske & Assocs., Inc. .3401 Enterprise Parkway, Suite 101 Beachwood, 014 44122 (216) 839 -2800 Print Name: Sal ena L. Simer hioccta8 Gt`rn�t +{ P%Oe.r i fit► V k �`. 22 rFtr! "n , SECTION SIX COUNTY RESPONSE FORMS RESPOND TO: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS c/o PURCHASING DEPARTMENT GATO BUILDING, ROOM 1 -213 1100 SIMONTON STREET KEY WEST, FLORIDA 33040 c� I acknowledge receipt of Addenda No.(s) — 4 9�. �i►gsS �' fi s I have included: • The Response Form J • Lobbying and Conflict of Interest Clause o Non - Collusion Affidavit J o Drug Free Workplace Form o Respondent's Insurance and IndeTniFication Statement o Insurance Agent's Statement _�-__ o Professional and Occupational Licenses / I have included a current copy of the following professional and occupational license /`p 1 f � , �� I 1.,u IL 1 _ I a_ 1 ., -, &A.-A IAPneN 1 1 41, A �Jllt�O� t _ 4�' f �91�v�m L iteA mark Items above: arc 3 �,**�t�cfer rare ine aded.I Mailing Address: l 1Nh 4t�d Telephone: 1 20, 7r • 77�ti Fax: 305. �Z .2 t62 Date: Signei jeyja ?3A Witness: L 2 �n (Seal) RENEE WASHBURN NOTARY PUBLIC STATE OF OHIO Comm. Explres .June 15, 2014 23 (Name) f (Title) LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010-19 MONROE COUNTY, FLORIDA ETHICS CLAUSE warrants that he /it has not employed, retained or otherwise had act on his /its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010 -1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010 -1990. For breach or violation of this pro visio the County may, in its discretion, terminate this Agreement without liability and ma a o. in its discretion, deduct m the Agreement or purchase price, or otherwise er, the f u officer or commission, percentage, gift, or consideration pai to the f employee Date ° STATE OF: Q'A i O COUNTY OF: r.v .4 Subscribed and sworn to (or affirmed) before me on I� � Q %1 C Mh t;�© W� ( A {date) by C-© m 1) I ca (name of affi She is ( 1 /C'�y personalty known to me or has produced as identification. (type of identification) � 14 r ,; . n n ti � �.• tt -•Vtr� RENEE WASHBURN NgRy pUHLIC NOTARY PUBLIC STATE OF OHIO My commission expirest'T I l ah i4 Comm. Expires June 15, 2014 24 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: wC 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged In providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of. or plea of guilty or nolo contenders to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the persona t rized to sign the s ment, i certify that this firm complies fully with the above requir eats i Date 25 NON - COLLUSION AFFIDAVIT L �Jaw o f th e city of W ed according Onmy oath, a d under penalty of perjury, depose and say that: i. 1 am i f t t Itr, ,�r?;4�► of the firm of } the bidder making the Proposal for the project described in the Request for { ♦ f irNvj or 14 y tAva� t,. . anti I executed the said proposal with full autho 'ty to o so: 2. the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; 3. unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and 4. no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose oE 'ting competition; S. the statemntained in this affidavit are true and correct, and made with full knowl at M4on u relies upon the truth of the statements contained aff ar ng cont racts for said project. — + (Date) (Signature nden STATE OF: Ic 1 - C OUNTY OF: C� v �► fl � � �# c4 PERSONALLY APPEARED BEFORE ME, the undersigned authority,5 O :F ,*who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this XC� day of �3 /i i • RENEE WASHBURN NOTARY PUBLIC STATE OF OHIO Comm. Expires June 15, 2014 NOTARY PUBLIC My Commission Expires: 26 1DEMNIFICATI AND ff0 HARMLESS FO CONSULTANTS AND SUBCONSULTANTS The Architect /Consultant covenants and agrees to indemnify, hold harmless and defend Monroe County, its commissioners, officers, employees, agents and servants from any and all claims for bodily injury, including death, personal injury, and property damage, including property owned by Monroe County, and any other losses, damages, and expenses of any kind, including attorney's fees, court costs and expenses, which arise out of, in connection with, or by reason of services provided by the Architect or Consultant or any of its Subcontractor(s) in any tier, occasioned by the negligence, errors, or other wrongful act or omission of the Architect/Consultant, including its Subcontractor(s) in any tier, their officers, employees, servants or agents. In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of the Architect/Consultant's failure to purchase or maintain the required insurance, the Architect/Consultant shall indemnify the County from any and all increased expenses resulting from such delay. Should any claims be asserted against the COUNTY by virtue of any deficiency or ambiguity in the plans and specifications provided by the Architect/Consultant, the Architect/Consultant agrees and warrants that ArchitectiConsultant shall hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the County's behalf The first ten dollars ($10.00) of remuneration paid to the Architect/Consultant is consideration 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. This indemnification shall survive the expiration or earlier termination of the Agreement. RESPONDENT'S STATEII�IENT 1 understand the insurance that will be mandatory if in full with all the requirements. Wit! Respondent rib 1 IkA I�.I�t;f„�Q, I rc the contract and will comply 27 EXHIBIT A i EXHIBIT A The following is a listing of hourly rates assigned by staffing type for mbi I k2m Architecture, Inc. and only applies for Work authorized beyond that as defined in Appendix A. ARCHITECTURE Principal, Architect I $215.00 / hour Project Manager, Architect II $185.00 / hour Project Manager $120.00 / hour Construction Administration $120.00 / hour Project Coordinator $ 90.001 hour Draftsman If $ 70.00 /hour Administration $ 55.00 / hour Intern $ 37.501 hour INTERIOR DESIGN Principal $202.00 / hour Senior Designer $135.00 / hour Purchasing Agent $120.00 / hour Staff Designer /Designer $ 90.00 /hour Junior Designer $ 67.00 / hour Administrative $ 55.001 hour SPECIAL SERVICES HARC or evening jurisdictional $300.00 / hour approval meetings TTI le