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06/10/2015 Agreement MASTER AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THC, INC. AND MONROE COUNTY, FLORIDA THIS MASTER AGREEMENT is entered into this 10th day of June 2015 by and between Monroe County, a political subdivision of the State of Florida whose address is 1100 Simonton Street, Key West, Florida 33040 (hereinafter called "COUNTY"), and THC, Inc., a Sub-Chapter S Corporation authorized to do business in the State of Florida, whose address is 1755 North Brown Road, Lawrenceville, Georgia 30043 (hereinafter called "CONSULTANT"). 1. SCOPE OF SERVICES The CONSULTANT shall manage and implement noise mitigation projects as authorized from time to time by Professional Service Orders in and around the noise impacted areas in close proximity to Key West International Airport. CONSULTANT shall specifically perform all tasks to an acceptable level of effort set forth in the Project Scope, which is attached hereto as Appendix A. The COUNTY, to initiate performance under this Agreement, shall issue an individual Professional Service Order to the CONSULTANT for each phase of the noise mitigation program. Each Professional Service Order will be agreed to form and content between the COUNTY and the CONSULTANT, and initiated via a Notice-to-Proceed with Services. All tasks described in each Professional Service Order will be performed by the CONSULTANT via the lump-sum contract format unless the Professional Service Order sets forth an alternative payment format. Professional Service Orders must be executed by COUNTY and CONSULTANT authorized representatives as set forth in the Agreement. In providing services under this Master Agreement, and all associated Professional Service Orders, the CONSULTANT shall report directly to the Airport Noise Mitigation Program Coordinator, Ms. Deborah Murphy-Lagos. The CONSULTANT shall, upon receipt of each duly executed Professional Service Order, perform the work described in the Professional Service Order in accordance with Appendix "A" as may be required in said Professional Service Order. 2. STAFFING CONSULTANT'S employees enumerated below are to be assigned to the project: 1. Mr. Steve Vecchi - Director of Sound Insulation Programs. Mr. Vecchi will provide overall program consultation and guidance to the COUNTY and the consultant team. Mr. Vecchi will travel to Key West for various meetings, consultant team coordination and planning sessions. 2. Mr. Ed Rogers — Construction Manager. Mr. Rogers will serve as the Construction Manager and travel extensively to Key West for on-site work. Mr. Rogers will also provide services to the project while away from Key West. CONSULTANT shall not replace the above named persons without the prior approval of COUNTY. If a successor to one of the assigned persons cannot be mutually agreed upon, COUNTY shall have the right to terminate this Agreement upon thirty (30) days' notice. Any replacement of other listed personnel shall be by persons of equal qualifications, which shall be attested to by CONSULTANT. The above named persons shall be required to give this contractual obligation top priority. CONSULTANT shall provide, at its own expense, all personnel required in performing the services under this Agreement. Such personnel shall not be employees of, or have any other contractual relationships with, the COUNTY. 3. DATES OF PERFORMANCE The term of this AGREEMENT shall be 5 years, commencing on July 1, 2015 and terminating on June 30, 2020. The term may be extended for two (2) additional five (5) year terms at the COUNTY's sole discretion. Performance on assigned tasks shall commence upon receipt by the CONSULTANT of a Professional Service Order. The CONSULTANT acknowledges that the COUNTY will not be required to issue any given Professional Service. Order to the CONSULTANT until receipt of federal and state grant funds and at the COUNTY'S discretion. 4. COMPENSATION The CONSULTANT will perform the services described in each individual Professional Service Order for the Lump-Sum Amount agreed to by the COUNTY and the CONSULTANT (unless the Professional Service Order sets forth an alternative payment format). This lump-sum amount for each Professional Service Order represents a not-to-exceed amount which includes the CONSULTANT'S professional fees and associated expenses for the completion of the project scope associated with each individual Professional Service Order. This lump-sum amount also includes all sub-consultant fees and associated expenses. COUNTY shall pay the CONSULTANT upon CONSULTANT'S percent of completion of tasks identified within each Professional Service Order. In case of termination of the contract before completion of the work, the CONSULTANT will be paid only for the work completed as of the date of termination as determined by the COUNTY. 4. BILLING CONSULTANT shall provide COUNTY with monthly billings which shall include, but not be limited to, the following: A. Percentage completion of each task performed to date. B. General task performed. C. A summary of the amount of the monthly bill designated to the sub-consultant and DBE firms, and a total to date designated to those firms. Where a Professional Service Order specifies an alternative payment format,the Consultant shall submit to the County an invoice with supporting documentation acceptable to the Clerk. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. • 5. OWNERSHIP OF DATA Upon completion of the work or upon termination of the Agreement, it is understood that all completed or partially completed data, drawings, records, computations, survey information, and all other material that CONSULTANT has collected or prepared in carrying out this Agreement shall be provided to and become the exclusive property of COUNTY. Therefore, any reports, information, and data given to or prepared or assembled by CONSULTANT under this Agreement shall not be made available to any individual or organization by CONSULTANT without the prior approval of COUNTY. No reports, maps, or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of CONSULTANT. 6. REPORTS CONSULTANT shall provide written progress reports to COUNTY on a monthly basis or as directed by the COUNTY. 7. AUDIT AND INSPECTION OF RECORDS CONSULTANT shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four (4) years following the termination of this Agreement. Such inspection rights shall not extend to CONSULTANT's proprietary information. If an auditor employed by the COUNTY or Clerk of Courts determines that monies paid to CONSULTANT pursuant to this Agreement were spent for purposes not authorized by this Agreement, the CONSULTANT shall repay the monies together with interest calculated pursuant to Sec. 55.03; FS, running from the date the monies were paid to CONSULTANT. 8. AFFIRMATIVE ACTION The CONSULTANT assures that it will undertake an affirmative action program as required by 14 CFR Part 152, Subpart E, to insure that no person shall on the grounds of race, creed, color, national origin, or sex be excluded from participating in any employment activities covered in 14 CFR Part 152, Subpart E. The CONSULTANT assures that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by this subpart. The CONSULTANT assures that it will require that its covered sub organizations provide assurances to the CONSULTANT that they similarly will undertake affirmative action programs and that they will require assurances from their sub organizations, as required by 14 CFR Part 152, Subpart E, to the same effect. • 9. DISADVANTAGED BUSINESS ENTERPRISE SUBCONTRACTOR GOALS The established DBE goal for this contract is 11.4%. Should any DBE subcontractors be used on this contract, the subcontractor's name, address, type of work performed and subcontract amount shall be reported as part of the project close-out documentation. In accordance with these goals, the contractor shall ensure, to the best of its ability, that DBE companies have the maximum opportunity to participate in this project. 10. NONDISCRIMINATION Consultant agrees that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. Consultant agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91- 616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 11. INDEMNIFICATION Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement, Consultant will defend, indemnify and hold the County and the County's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury(including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses (including, without limitation, costs of remediation and costs of additional security measures that the Federal Aviation Administration, the Transportation Security Administration or any other governmental agency requires by reason of, or in connection with a violation of any federal law or regulation, attorneys' fees and costs, court costs, fines and penalties) that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) the negligence or willful misconduct of Consultant • or any of its employees, agents, contractors or other invitees, or (B) Consultant's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than Consultant). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. 12. INSURANCE The CONSULTANT shall purchase and maintain policies of insurance and proof of financial responsibility to cover costs as may arise from claims of tort, statutes and benefits under Workers' Compensation laws, as respects damage to persons or property and third parties in such coverages and amounts as required and approved by the COUNTY Risk Manager. Acceptable proof of such coverages shall be furnished to the COUNTY Risk Manager prior to services commenced under this agreement. The CONSULTANT shall provide evidence of the following coverages and minimum amounts. Worker's Compensation Prior to the commencement of work governed by this Agreement, the CONSULTANT shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440. Employers' Liability In addition, the CONSULTANT shall obtain Employers' Liability Insurance with limits of not less than: $1,000,000 Bodily Injury by Accident $1,000,000 Bodily Injury by Disease,policy limits $1,000,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the Agreement. Coverage shall be provided by a company or companies authorized to transact business in the State of Florida and the company or companies must maintain a minimum rating of A-VI, as assigned by the A.M. Best Company. If the CONSULTANT has been approved by Florida's Department of Labor, as an authorized self-insurer, the COUNTY shall recognize and honor the CONSULTANT's status. The CONSULTANT may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Contractor's Excess Insurance Program. • If the CONSULTANT participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the CONSULTANT may be required to submit updated financial statements from the fund upon request from the COUNTY. General Liability Prior to the commencement of work governed by this Agreement, the CONSULTANT shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability • Expanded Definition of Property Damage The minimum limits acceptable shall be: $1,000,000 Combined Single Limit(CSL) If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $1,000,000 per Occurrence $ 100,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12)months following the acceptance of work by the COUNTY. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. Vehicle Liability Recognizing that the work governed by this Agreement requires the use of vehicles, the CONSULTANT, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for: • Owned,Non-Owned, and Hired Vehicles The minimum limits acceptable shall be: $1,000,000 Combined Single Limit(CSL) If split limits are provided, the minimum limits acceptable shall be: • $500,000 per Person $1,000,000 per Occurrence $100,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. Professional Liability Recognizing that the work governed by this Agreement involves the furnishing of advice or services of a professional nature, the CONSULTANT shall purchase and maintain, throughout the life of the Agreement, Professional Liability Insurance which will respond to damages resulting from any claim arising out of the performance of professional services or any error or omission of the CONSULTANT arising out of work governed by this Agreement. The minimum limits of liability shall be: $1,000,000 per Occurrence/$2,000,000 Aggregate The COUNTY shall be named as an additional insured as their interests may appear as respects the services provided in this Agreement. A thirty (30) day written notice of cancellation, non- renewal, or material change shall be afforded to the COUNTY. The insurance specified above shall be placed with an A rated carrier per Best's Rating Guide approved to do business in the State of Florida. Any deviations or waiver of required coverages or minimums shall be submitted in writing and approved by the COUNTY Risk Manager as a condition of this agreement. Waivers may be granted when surplus lines and specialty carriers are used. A Certificate of Insurance shall be submitted for review to the COUNTY for each successive period of coverage for the duration of this agreement. 13. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS The Consultant shall evidence satisfactory compliance for Unemployment Compensation and Social Security reporting as required by Federal and State laws. 14. PROFESSIONAL LIABILITY-ADDITIONAL PROVISIONS The Consultant agrees to provide additional information on their professional liability coverages as respects policy type, i.e., errors & omissions for consultants, architects, and/or engineers, etc.; applicable retention levels; coverage form, i.e., claims-made, occurrence; discovery clause conditions, and effective, retroactive and expiration dates, to the COUNTY Risk Manager as may be requested to obtain approval of coverages as respects this section. • It is understood and agreed that coverages which apply to the services inherent in this agreement will be extended for two (2) years after completion of all work contemplated in this project if coverage is written on a claims-made basis. The Consultant shall certify and make available loss information from any Insurer as to any claims filed or pending against any and all professional liability coverages in effect for the past five (5) years, is requested. The Consultant shall certify to inform the Owner of any claims filed for errors and omissions that may be covered under professional coverages pursuant to the work within ten (10) days of notice of the occurrence or claim filing whichever is sooner. Deviations and waivers may be requested in writing based on market conditions to the COUNTY Risk Manager. Approval shall be given in writing of any acceptable deviation or waiver to the Consultant prior to the Consultant effecting any change in conditions as contained in this section. Waivers shall not be unduly withheld nor denied without consultation with the consultant. It is understood and agreed that the Consultant will obtain information on the professional liability coverages of all sub-consultants and/or sub-contractors in the same form as specified above, as applicable and reasonable, for review of the Owner. NOTE: Professional liability will be required for Architectural and Engineering design and supervision. If the principal consulting firm is not eligible for this coverage, the principal consulting firm shall disclose the sub-consultant who will perform the Architectural and Engineering design work and evidence the existence of professional liability coverages for such sub-consultants as respects this section. 15. TERMINATION BY CONSULTANT CONSULTANT may, at its option, terminate this Agreement upon the failure of the COUNTY to pay any uncontested amount which may become due hereunder for a period of forty-five (45) days following submission of appropriate billing and supporting documentation. Upon said termination, CONSULTANT shall be paid the compensation due for all services rendered through the date of termination including any retainage. 16. TERMINATION BY COUNTY FOR VIOLATIONS BY CONSULTANT If CONSULTANT fails to fulfill its obligations under this Agreement in a timely or proper manner, or violates any of its provisions, COUNTY shall thereupon have the right to terminate it by giving thirty (30) days' written notice of termination of contract, specifying the alleged violations and effective date of termination. It shall not be terminated if, upon receipt of the notice, CONSULTANT promptly cures the alleged violation prior to the end of the thirty (30) day period. In the event of termination, the COUNTY will only be liable for services rendered through the date of termination and not for the uncompleted portion, or for any materials or services purchased or paid for by CONSULTANT for use in completing the Agreement. • 17. INDEPENDENT CONSULTANT Nothing contained in this Agreement shall constitute or be construed to create a partnership or joint venture between COUNTY or its successors or assigns and CONSULTANT or its successors or assigns. In entering into this Agreement, and in acting in compliance herewith, CONSULTANT is at all times acting and performing as an independent contractor, duly authorized to perform the acts required of it hereunder. 18. ASSIGNMENT/SUBCONTRACTING The Consultant shall not assign or subcontract its obligations in their entirety under this agreement, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the board. The prohibition against assignment or subcontracting shall not apply in those instances where the Consultant contracts a sub-consultant to perform a portion of the Consultant's obligations under the terms of the agreement. 19. PROHIBITED PRACTICES CONSULTANT during the period of this contract shall not hire, retain, or utilize for compensation any member, officer, or employee of COUNTY or any person who, to the knowledge of CONSULTANT, has a conflict of interest. 20. NOTICES Notices provided for in this Agreement shall be sufficient if sent by Certified or Registered Mail, postage prepaid, addressed to: To COUNTY To CONSULTANT Ms. Deborah Murphy-Lagos Joe A. Carroll Airport Noise Mitigation Program Coordinator President, THC, Inc., 4636 Alisa Circle NE 1755 North Brown Road Saint Petersburg, FL 33703 Suite 125 Lawrenceville, Georgia, 30043 And Don DeGraw Director of Airports 3491 S. Roosevelt Boulevard Key West, FL, 33040 • or to such other respective addresses as the parties may designate to each other in writing from time to time. 21. GOVERNING LAW,VENUE, INTERPRETATION 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 CONSULTANT agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The COUNTY and CONSUTANT agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 22. SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONSULTANT agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 23. ATTORNEY'S FEES AND COSTS The COUNTY and CONSULTANT agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 24. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONSULTANT and their respective legal representatives, successors, and assigns. 25. 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. 26. ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONSULTANT agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 27. COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONSULTANT agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONSULTANT specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 28. COVENANT OF NO INTEREST COUNTY and CONSULTANT covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that the only interest of each is to perform and receive benefits as recited in this Agreement. 29. 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. 30. NO SOLICITATION/PAYMENT The COUNTY and CONSULTANT warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONSULTANT agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 31. PUBLIC ACCESS Pursuant to Florida Statute §119.0701, CONSULTANT and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: (a) Keep and maintain public records that ordinarily and necessarily would be required by Monroe County in the performance of this Agreement. (b) Provide the public with access to public records on the same terms and conditions that Monroe County would provide the records and at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 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 Monroe County all public records in possession of the contractor upon termination of this Agreement 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 Monroe County in a format that is compatible with the information technology systems of Monroe County. 32. NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the COUNTY and the CONSULTANT in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 33. 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. 34. LEGAL OBLIGATIONS AND RESPONSIBLITIES 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. 35. NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and the CONSULTANT agree that neither the COUNTY nor the CONSULTANT or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 36. ATTESTATIONS CONSULTANT agrees to execute such documents as the COUNTY may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. 37. 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. 38. 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. 39. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 40. FEDERAL, STATE AND LOCAL LAW The CONSULTANT shall comply with all federal, state, county and local laws, ordinances, rules and regulations now and hereafter in force which may be applicable to the its operations. 41. MUTUAL REVIEW This agreement has been carefully reviewed by CONSULTANT and the COUNTY, therefore this agreement is not to be construed against either party on the basis of authorship. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day, month, and year first above written. (SEAL) BOARD OF COUNTY COMMISSIONERS ;;;.• , ,W : AMY HEAVILIN, CLERK OF MONROE COUNTY, FLORIDAj is I rl er'Veek."%.• o _ Mayor ha' an d s--- L --s-i "I f$obvisori 4ow,Y /YYW1��� CONSULTANT: Witnesses THC, INC. By Vt.<____/0- Print name A L• 12E i� 3 a ,L2.c)h By Print name Nae d a. itocA MOP - 3E C UNTY ORN.X N fir RO -D AS • *• p PCDfO J. �v`i'_RCADO ASSpc� ti y r 1. - r,rn r i Date AM/ APPENDIX A CONSULTANT SCOPE OF SERVICES The Consultant shall provide the following, if requested: Overall management and implemantion of all forms of noise mitigation program services. Said services shall incompass all possible forms of airport noise mitigation services. These include the following: 1. Program management for noise insulation services (sound insulation)to include all tasks associated with program development, management, daily implementation, sub- consultant management, property owner and tenant interaction and communications, in accordance with local, state and federal (Federal Aviation Administration) guidelines and regulations. 2. Program management for the purchase of avigation easements to include all tasks associated with program development, management, daily implementation, sub- consultant management, property owner and tenant interaction and communications, in accordance with local, state and federal (Federal Aviation Administration) guidelines and regulations. 3. Program management for land acquisition and relocation sercvices to include all tasks associated with program development, management, daily implementation, sub- consultant management, property owner and tenant interaction and communications, in accordance with local, state and federal (Federal Aviation Administration) guidelines and regulations. Said services also include meetings and discussions, both locally (Key West) and non-locally with all parties involved in these programs. Said parties may include Monroe County officials, City of Key West officials, Federal Aviation Administration(FAA) officials, Florida Department of Transportation (FDOT) officials, Key West International Airport officials and other consulting firms contracted therewith, and any other agencies as directed by Monroe County. 2015•LOADEDHOURLY CLASSIFICATION ION. _- -. .. .... �. . �. - -.;RATERS . . . . Principal $250.00 Director of Sound Insulation Programs $223.65_ Director of Acquisition Services $171.42 Construction Coordinator $147.80 Construction Manager $129.52_ Sr. Property Owner Agent $109.71 Property Owner Agent $92.55 Sr.Acquisition and Relocation Agent $122.66 Acquisition and Relocation Agent $105.49 Administrative Assistant $80.00 Clerical $58.83 Rates are subject to change January 1 each year. fam •.. ., G �� A ® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 6/11/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). , PRODUCER CONTACT Sheila Brock NAME: The Whitlock Group Inc (A/CNNo.Extl: (678)906-2008 (FAC,Not:(678)906-2012 1755 North Brown Road, Ste 125 RigillEss:sbrock@twgins.net INSURER(S)AFFORDING COVERAGE NAIL# Lawrenceville GA 30043 INsuRERA:Travelers Property Casualty Co 25674 INSURED INSURERB:Travelers Casualty & Surety 31194 T.H.C. Inc. INSURER C:Travelers Indemnity Co. (IND) 25658 1755 North Brown Road, Suite 125 INSURER DiisCOX Insurance Company 10200 INSURER E: Lawrenceville GA 30043 INSURERF: COVERAGES CERTIFICATE NUMBER:CL1461100565 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LIMITS LTR INSR)WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) GENERAL LIABILITY EACH OCCURRENCE I$ 2,000,000 DAMAGE TO RENTED 100,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ A CLAIMS-MADE X OCCUR X 660-2C334829 6/15/2014 6/15/2015 MED EXP(Any one person) $ 5,000 X Contractual PERSONAL&ADV INJURY $ 2,000,000 X Subcontracts, indep cont GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 4,000,000 POLICY Ti JE8 n LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ B ALL OWNED SCHEDULED BA-2C154462 6/15/2014 6/15/2015 BODILY INJURY(Per accident) $ X HIRED S AUTOS AUTOS X NON-OWNED PROPERTY DAMAGE $ _ AUTOS (Per accident) $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE _ _ $ 4,000,000 C EXCESS LIAB CLAIMS-MADE AGGREGATE $ 4,000,000 DED RETENTION$ X CUP-2C19758A 6/15/2014 6/15/2015 $ - A WORKERS COMPENSATION X WC STATU- OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER , ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? NIA UB-2C37783-0 6/15/2014 6/15/2015 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 D Errors & Omissions mPL1097786 6/15/2014 6/15/2015 eachclaim $5,000,000 E Pollution Liability** FEI-ECC-17258-00 6/15/2014 6/15/2015 each incident $1,000,000 I DESCRIPTION OF OPERATIONS/LOCATIONS!VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space Is required) (See attached Comments/Remarks page for coverage details) Monroe County Board of County Commissioners are named as additional insured with regard to general liability and excess/umbrella liability. • CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Monroe County ACCORDANCE WITH THE POLICY PROVISIONS. Board of County Commissioners 1100 Simmonton Street AUTHORIZED REPRESENTATIVE Key West, FL 33040 Greg Whitlock/SRB �"J a'"�'b" _Za'/� ACORD 25(2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. INS025 onlnn.5i ni Tho AnnPn name and Irwin are renicfererl martrc of AC APtl COMMENTS/REMARKS ADDITIONAL COVERAGE DETAILS: *Blanket Additional Insured status is provided for General Liability including completed operations when required by written contract with the named insured. This insurance is primary & non-contributory over other insurance available to the additional insured only when required by written contract with the named insured. *Blanket Waiver of Subrogation for general liability and for workers compensation is provided when required by written contract with the named insured. *Professional Liability is on a Claims Made basis with retroactive date of 01/24/1994. Retention is $50,000 each claim. *Umbrella or Excess Liability follows the form of and is excess over the underlying liability limits as shown in this certificate for general liability and for automobile liability. *Employee Dishonesty coverage of $250,000 with Third-Party coverage is included on policy#105042619. Carrier: Travelers Proeprty Casualty Insurance Company **Pollution Liability is applicable to San Antonio project only and on a Claims Made basis with retroactive date of 12/1/2010. Limits of Liability are $1,000,000 per pollution incident/$2,000,000 aggregate, $15,000 deductible. **Auto coverage is for non-owned/hired or borrowed vehicles. The Named Insured has NO OWNED vehicles. CANCELLATION NOTICE: All policies contain the cancellation terms of 10 days notice prior to cancel date for non-payment of premium and 45 days notice prior to cancel date for any other reason. This is per the State of Georgia regulations. "This certificate of insurance is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend or alter the coverage, terms exclusions and conditions afforded by the policies referenced herein. " OFREMARK COPYRIGHT 2000, AMS SERVICES INC.