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Item N3County of Monroe A BOARD OF COUNTY COMMISSIONERS Mayor George Neugent, District 2 IleOI1da Ke S y �4 Mayor Pro Tem David Rice, District 4 �r Danny L. Kolhage, District 1 Heather Carruthers, District 3 Sylvia J. Murphy, District 5 County Commission Meeting March 15, 2017 Agenda Item Number: N.3 Agenda Item Summary #2704 BULK ITEM: Yes DEPARTMENT: Sustainability TIME APPROXIMATE: STAFF CONTACT: Rhonda Haag (305) 453 -8774 N/A AGENDA ITEM WORDING: Approval to enter into a $0 on -call contract with Amec Foster Wheeler, Inc. for Category B canal infrastructure engineering services. ITEM BACKGROUND: The County requires the professional on -call services of a consultant to perform project engineering and related services for the County's canal restoration program. The County advertised an RFQ for on -call services on August 18, 2016 and received five (5) responses for Category B — Canal Infrastructure Engineering Services on September 28, 2016. Staff met on October 27, 2016 in a publicly noticed meeting to rank the responses. AMEC Foster Wheeler, Inc. was one of the two highest ranked consultants selected for an on -call contract. PREVIOUS RELEVANT BOCC ACTION: 08/17/16: Approval to advertise on call professional engineering services for the canal restoration program, including Category A — Canal Master Plan Program Planning Services, Category B —Canal Infrastructure Engineering Services for Projects and Category C — Environmental Engineering Services. 12/14/16: Approval to negotiate an on -call contracts with Amec Foster Wheeler, Inc. and Tetra Tech Inc, the two highest ranked respondents for Category B - canal infrastructure engineering services. CONTRACT /AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval DOCUMENTATION: AMEC Contract Category B (2) FINANCIAL IMPACT: Effective Date: March 15, 2017 Expiration Date: March 14, 2021 Total Dollar Value of Contract: To be determined through Task Orders Total Cost to County: TBD Current Year Portion: TBD by Task Order Budgeted: No Source of Funds: TBD by Task Order CPI: No Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: TBD by Task Order Revenue Producing: No If yes, amount: N/A Grant: No County Match: No Insurance Required: Yes Additional Details: N/A REVIEWED BY: Rhonda Haag Completed 02/24/2017 10:07 AM Pedro Mercado Completed 02/24/2017 3:06 PM Budget and Finance Completed 02/24/2017 3:08 PM Maria Slavik Completed 02/24/2017 3:10 PM Kathy Peters Completed 02/24/2017 3:14 PM Board of County Commissioners Pending 03/15/2017 9:00 AM AGREEMENTFOR ON CALL PROFESSIONAt, ENGINEERING SERVICES FOR CATEGORY B CANAL INFRASTRUCTURE ENGINEERING SERVICES This Agreement ("Agreement") made and entered into th s l5th day of M irch 2017 by and between MONIZ70E COUNTY, a political subdivision of the. State of Florida, whose address is 1 100 Simonton Street, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "COUNTY," through the Monroe County Board of County Commissioners ("BOCC"), and AMEC FOSTER WHEELER ENVIRONMENT & INFRASTRUCTURE, INC., its successors and assigns, a corporation of the State of Nevada, whose address is 5845 NW 158th Street, Miami Lakes, Florida 33014, hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, COUNTY desires to employ the professional engineering services of CONSULTANT for various potential County Canal Restoration Projects located in Monroe County, Florida; and WHEREAS,. CONSULTANT has agreed to provide professional services for miscellaneous projects in which construction costs do not exceed $2,000,000; arid WHEREAS, the potential professional services to be implemented under this Contract will be for service", in the form of a continuing contract. commencing the effective date of this agreement and ending four years thereafter, with options for the County to renew for one additional I year period' and WHEREAS, specific services will be performed pursuant to individual task orders issued by the COUNTY and agreed to by the CONSULTANT. Task Orders will contain specific scope of work, time schedule, charges and payment conditions, and additional ICFMs and conditions that are applicable to such Task Orders and WHEREAS, execution of a Task Order by the COUNTY and the CONSULTANT constitutes the COUNTY's written authorization to CONSULTANT to proceed with the services described in the Task Or and WHEREAS, the terms and conditions of this Agreement shall apply to each Task Order, except to the Z� extent expressly toodified. When a Task Order is to modify provision of this Agreement, the Article of this Agreement to be modified will be specifically referenced in the Task Order and the modification shall be precisely described; and WHEREAS, the CONSULTANT shall provide Category B - comprehensive engineering consulting services to further the County's Canal Infrastructure Engineering Services for the Canal Restoration Program. Such consulting may include, but not be limited to, performing studies, engineering studies, engineering design services for canal restoration construction projects, including design, surveying drafting, preparing specifications and solicitation/contract documents, sediment and water quality studies, hydrologic, georechnical investigations, permitting, assisting with review of contractor proposals or bids, comprehensive project management services, construction engineering and inspection services or similar services to assist the County in expanding its Canal Restoration Program, outreach services, and arrangement of access agreements: and WHEREAS, there is no rnmirnum amount of work guaranteed by the COUNTY, Page 1 NOW, THEREFORE. in consideration of the mutual promises, COVeDant,s and a-reernents stated herein, and for other good and valuable consideration. the sufficiency of which is hereby acknowledged, COUNTY a_nd CONSULTANT agree as follows: 1.1 TERM OF AGREEMENT Ll Except as noted below, this Agreement shall begin on the 15th day of` March. 2017 and extend for a period of' four (4) years to March 14, 2021. A one year extension may be authorized at the option of the COUNTY. By executing this Agreement, CONSULTANT makes the following express representations and warranties to the COUNTY: 1.2.1 The CONSULTANT shall maintain all necessary licenses, permits or other authorizations necessary to act as CONSULTANT for the Project until the CONSULTANT'S duties hereunder have been fully satisfied: 1-2.2 The CONSULTANT has become familiar with the potential Project sites and the local conditions under which the Work is to be completed. 1.13 The CONSULTANT shall prepare all documents required by this Agreement including, but not ]ignited too all contract plans and specifications, in such a nianner that they shall be in conformity and comply with all applicable law. codes and regulations. In providing services under this Contract.. the CONSULTANT shall perform its services in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the same time and in the same or similar locality. Upon notice to the CONSULTANT and by mutual agreement between the parties, the CONSULTANT will, without additional compensation, correct those services not meeting such a standard, 1.2.4 The CONSULTANT assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 1.2.5 The CONSULTANT'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. In providing all set pursuant to this agreement, the CONSULTANT shall abide by all statutes, ordinances, rules and regulations pertainina to, or regulating the provisions of such services, including those no" in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of' termination to the CONSULTANT. Page 1 2 1.2.6 At all times and for all purposes under this agreement the CONSULTANT is an independent contractor and not an employee of the Board Of County Commissioners for Monroe County. No statement contained in this agreement shall be construed so as to find the CONSULTAN - Z:� or any of his/her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 1.17 The CONSULTANT shall not discriminate against any person on the basis of race, creed, color national origin, sex. age, or any other characteristic or aspect which is not job related. in t�l C I J its recruiting, hiring, promoting. terminating, or any other area affecting eniplovnient t� Z7 under this agreement or with the provision of services or goods under this agreement. C� ARTICLE 11 SCOPE OF BASIC SERVICES 2.1 SCOPE OF WORK The CONSULTANT will perform for the COUNTY services as described in individual Task Orders in accordance with the requirements outlined in the Agreement and the specific Task Order. 2.2 CORRECTION OF ERRORS, OMISSIONS, DEFICIENCIES The CONSULTANT shall, without additional compensation, promptly correct any errcws, on deficiencies, or conflicts in the work product of the CONSULTANT or its sub-consultants, or both. All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONSULTANT. Any notice required or permitted under this agreement shall be in writing and Z� hand delivered or mailed, postage pre-paid, to the COUNTY by certified mail, return receipt requested, to the following: Ms, Rhonda Haag Director of'Sustainability and Projects Monroe County 102050 Overseas Highway, Roorn 246 Key Lai FL 33037 And: Mr. Roman Gastesi, Jr. Monroe County Administrator I 100 Simonton Street, Room 2-205 Key West, Florida 33040 For the Consultant. Mr, Michael Nardone 5845 NW 158' Street Miami Lakes, FL 33014 And: Mr. Ricardo Fraxedas 5845 NW 15 8`" Street Miami Lakes, FL 33014 ARTICLE III ADDITIONAL SERVICES 3.1 Additional services are services not included in the Scope of Basic Set Should the COUNTY require additional services they shall be paid for by the COUNTY at rates or fees negotiated at the time when services are required, but only if approved by the COUNTY before commencement. 3.2 If Additional Services are required the COUNTY shall issue a letter requesting and describinL) the requested services to the CONSULTANT, The CONSULTANT shall respond with a fee proposal to perform the requested services. Only after receiving an amendment to the Atz,reernent and a notice to proceed frorn the COUNTY. shall the CONSUL.T,MNT proceed with the additional Services. ARTICLE IV COUNTY'S RESPONSIBILITIES 4.1 The COUNTY shall provide full information regarding requirernews for the Project including physical location of work, county maintained roads, maps. 4.2 'The COUNTY shall designate a representative to act on the COUNTY's behalf with respect to z � the Project, The COUNTY or its representative shall render decisions in a timely manner pertaining to documents submitted by the CONSULTANT in order to avoid unreasonable C� delay in the orderly and sequential progress of the CONSULTANT'S services. 4.3 Prompt written notice shall be given by the COUNTY and its representative to the CONSULTANT if they become aware of any fault or defect in the Project of non- conformance with the X- reement Documents. Written notice shall be deemed to have been duly served if" sent pursuant to paragraph 2.3. 4.4 The COUNTY shall furnish the required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONSULTANT'S services and work of the contractors. 4. The COUNTY's review of any docurnents prepared by the CONSULTANT or its sub-consultants shall be solely for the purpose of determining whether such documents are generally consistent with the COUNTY's crited'a, as. and if, modified. No review of such docurnents shall relieve the CONSULTANT of responsibility for the accuracy, adequacy, fitness. suitability or coordination of its work product. 4.6 The COUNTY shall provide copies of necessary docurnents required to complete the work 4.7 Ariv information that may be of assistance to the CONSULTANT that the COUNTY has immediate access to will be provided as requested. ARTICLE V INDEMNIFICATION AND HOLD HARMLESS 5.1 The CONSULTANT covenants and agrees to indernnify and hold harmless COUNTY/Monroe County and Monroe County Board of County Commissioners, its officers and employees from liabilities, coinages. losses and costs. including but not limited to, reasonable attorneys' fees, to the extent caused by the necr 1 .-h-ence, recklessness, or intentional wron conduct of the CONSULTANT, subcontractor(s) and other persons employed or utilized by the CONSULTANT in the performance cif the contract. 5.2 The first ten dollars ($10.00) of remuneration paid to the CONSULTANT is for the indemnification provided for above. The extent of liability is in no way limited to, reduce(], or lessened by the insurance reqUireirients contained elsewhere within this aoreenicnL C, Should any claims be asserted against the COUNTY by virtue of any deficiency or ambiguity l in the plans and specifications provided by the CONSULTANT. the CONSULTANT aarees and warrants that he shall hold the COUNTY harmless and shall indernnify him from all losses occurring thereby and shall further defend any claim or action on the COUNTY behalf. 5.3 In the event the completion of the project (to include the work of' others) is delayed or suspended as a result of the CONSULTANT'S failure to purchase or maintain the required insurance. the CONSULTANT shall indemnify COUNTY frorn 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 providec] by the CONSULTANT, the CONSULTANT agrees and warrants that CONSULTANT shall hold the COUNTY harmless and shall indemnify it from all losses occurring thereby and shall further defend any claims or action on the COUNTY'S behalf 5.4 The extent of liability is in no way limited to, reduced or lessened by the insurance requirements contained elsewhere within the Agreement. 5.5 This indemnification shall survive the expiration or eartyterrinnaiion of the Agreement ARTICLE V1 PERSONNEL 6.1 PERSONNEL The CONSULTANT shall assion only qualified personnel to perform an4 service concerning the project. At the time of execution of this Agreement. the parties anticipate that the following named individuals will perform those functions as indicated. NAME Michael Nardone, P.G. Ricardo Fraxedas, P.E. Greg Corning. P.E. Stephen Hanks, P,E. Jeremy Paris, PWS FUNCTION Principal -i n-Charge Proarain Manager Pr( 'ect Mana 1 i uer �7 Senior Engineer neer Semor Scientist Page � 5 N Pichardo Paul Thornbul"Y Wend) Blondin Zully I leineyer Field Engineer Program Advisor' Prourarn Advisor t, Local LiaisonlOutreach So ]ono as the individuals narned above remain actively employed or retained by the CONS U 1-TANT, they shall perf the functions indicated next to their names. If they are replaced the CONSULTANT I I shall notifv the COUNTY of the chanue ji w Z:� I ARTICLE VII COMPENSATION 7.1 PAYNIENTSI.JAI 7.1.1 The COUNTY shall pay the CONSULTANT in current funds for the CONSULTANT'S perfor of this Aoreement based on rates nevotiated and agreed upon and shown in Attachment A. 7.2.1 For its assumption and performances of the duties, obligations and responsibilities set forth herein, the CONSULTANT shall be paid monthly. payment ",III be made pursuant to the Local Govemnient Prompt Payment Act 218.70, Florida Statutes. (A) If the CONSULTANT'S duties, obligations and responsibilities are materially chanued by amendment to this A-reernent after execution of this Agreement, compensation due to the CONSULTANT shall be equitably adjusted, either upward or downward: (B) As a condition precedent for any paynient due under this Agreement, the CONSULTANT shall submit monthly, unless otherwise agreed in writing by the COUNTY, as proper invoice to COUNTY requesting payment for services properly rendered and reimbursable expense due hereunder. The CONSULTANT'S invoice shall describe with reasonable particularity the service rendered. The CONSULTANT'S invoice shall he accompanied by such documentation or data in support of expenses for which payment is sought at the COUNTY ni iy require_ 7.3.1 Reimbursable expenses include expenses InClAiTed by the CONSULTANT In the interest of the project: a. Expenses of transportation submitted by C.'ONSULTANT, in writing, and living expenses in connection with travel authorized by the COUNTY, in writing, b1n only to the Z7 extent and in the arn(XIMS authorized by Section 11 -106 1, Florida Statutes, Travel erne charL shall not begin until the employee reaches mile marker 1115 its corning froill outside of Monroe County, and shall not be cha-I if the employee resides within Monroe County b. C 0 S 1 of rCpl neaps or drawings Or Othel III ale [ IS used in performing the scope of'services c. Posta�c and handling of reports. I- 7.4 BUDGET 7.4.1 The CONSULTANT n not be entitled to receive, and the COUNTY is not obligated to pay, any fees or expenses in excess of the aniount budgeted for this contract in each fiscal year -eted (October I - September 30) by Bo cif ard County Com missioners The bud., amount ITILLY only be modified by an affirmative act of the COUNTY's Board of County CommissiOnel"s. 7A.2 The COUNTY's performance and Obligation to pay under this Agreement is Contingent upon an annual appropriation by the Board Of COLIFItV Commissioners and the approval of the Board mernbers at the time of contract initiation and its duration, 8.1 The CONSULTANT shall obtain 'insurance as specified and maintain the required insurance at all times that this Ac reement is in effect. In the event the completion of the project (to include the work of'others) is delayed or suspended as a result of the CONSULS ANT'S failure to purchase or maintain the required insurance, the CONSUIJANT shall indemnify the COUNTY front any arid all increased expenses resulting from such delay. C, 8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better that is licensed to business In the State of Florida and that has an agent for service of process A Arthin the State of Florida. The coveraye shall contain an endorsement providing sixty (60) days' notice to the COUNTY prior to any cancellation of said coverage, Said coverage shall be written by an insurer- acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. 8.3 CONSULTANT shall obtain and maintain the following policim Z� A. Workers' COITIPCIISatiOn insurance as required by the State of Florida, sufficient to respond to Florida Statute 440. B fi.'mployers Liabi I nsurance NvIth I i nit is of $ 1,(100MO per Accident, 51,000,000 Disease, policy hilins- $ 1,000,000 Disease each employee. C. Coniprehensive business automobile and vehicle liability insurance covering claims for injuries to meint)ers of the public and/or darnages to properly of others arising from use of motor vehicles, including onsite and offsite operations, and owned, hired or non- owned vehicles, with One Million DolIji-, ($1,000,000,00) combined single limit and One Million Dollars (Sl,()()(),m)().00) annual D Conimercial oenQral liability, including Personal Injury Liability, coveririL claims for injuries to members of the public or damage to property of others arising out of any covered act or ornission of the CONSULTANT or ariv of' its employees, aoents or subcontractors or sub- consullants. includiriv t , Premises and/or Operations. Products and Completed Operations, Independent Page 17 Contractors: Broad form Property Daina.ge and a Blanket Contractual Liability L.'ridorserrient "Ith One Million Dollars (S 1,00(tM00) per occurrence and annual agercoate. An Occurrence Form policy is prefer If coverage is changed to or provided on a Clain Made policy, its provisions should include coverage for claims filed can or after the effective date of this contract. In addition, the period for which clanw may be reported roust extent] for a ruininium of 48 nionths follo-vOng the termination or expiration of this contract, E. Professional liabilit) insurance of' One Million Dollars ($1,000.000.00) per occurrence and Two Million Dollars ($2,000-(t00,00) annual aggregate. If' the policy is a "claims made" policy, CONSULTANT shall maintain coverage or purchase a "tail" to cover claims made after completion of the project to cover the statutory inne limits in Chapter 95 of the Florida Statutes. F. COUNTY shall be manned as an additional insured with respect to ONSULTAN'T'S liabilities herekinder in insurance coverages identified in Paragraphs C and D. C, G. CONSULJANT shall require its sub-consultants to be adequately insured at least to the limits prescribed above, and to any increased limits of CONSULTANT if so required by COUNTY during the terin of this Avreeinent. COUNTY "Fill not pay for increased limits of insurance for sub- consultants. H. CONSULTANT shall provide to the COUNTY certificates of insurance or a copy of all insurance policies including those naming the COUNTY as an additional insured, The COUNTY reserves the right to require a certified copy of such policies upon request. L If the CONS U L'I"ANT 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 front the fund upon request from the COUNTY. ART] CLE IX MISCELLANEOUS 9.1 SECTION HEADINGS Section headinLys have been inser in this Agreement reenient as a matter of convenience of reference only, and it is agreed that such section headings are not a [)art of this Agreeincrit arid kvill not be used in the interpretation of any provision of dais Agreement. 9.2 OWNERSHIP OF THE PROJEICT DOCUMENTS The docurnents prepared by the CONSULTANT for this Project belong to the COUNTY and may be reproduced and copied without acknowledgement or permission of the CONSULTANT- In the event that COUNTY makes use of said dOCUMC!"ItS on a project or projects not covered under this Contract, without CONSULTANT'S express written consent, such use shall be at the sole discretion. liability, and risk oftat: COUNTY. 93 SUCCESSORS AND ASSIGNS The CONSULTANT shall not as or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and the CONSULTANT, �,vhjch approval shall be subject to such condinotIs and provisions as the Board may deers necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assionee or subcontractor shall comply with all of the provisions of thi is agreement. Subject to the provisions of immediately preceding sentence, each party hereto hinds 47 C� itself' its successors. assigns and legal representatives to the other and to the successors, assigns and legal representatives of' such other party. 9.4 NO THIRD PARTYBENEFICIARIES Nothim- contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of. any third party, 9.5 TERMINATION A. In tile event that the CONSULTANT shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after five days written notification to the CONSULTANT. B. Either of the parties hereto may cancel this Agreement without cause by giving the other part) sixty (60) days written notice of its intention to do so. %6 CONTRA CTDOCUMENTS This contract consists of the Request for Qualifications, anv addenda, the Agreement (Articles IAX). the CONSULTANT'S response to the RFQ. the documents referred to in the Agreement as a part of this Agreement, and Attachment A and modifications nude after execution by written amendment, In the event of any conflict between any of' the Contract documents, the one imposing the -r burden oil the CONSULTANT will control. 9.7 PUBLIC ENTITIES CRIMES A person or affiliate who has beer) placed on the convicted vendor list following a conviction for public entity crinie may not submit a bid or) contracts to provide any goods or services to as public entity, may riot submit a bid on a contract with ,I public entity for the construction on or repair of a public building (it public work may not submit bids oil leases of real property to public enti . Iv, may not be awarded or performs work as a contractor, supplier subcontractor, or consultant under a contract with anv public entity, and may not transact business with any public entity' In excess of the threshold amount provided ded in Section 287.017 of the Florida Statutes, for CATEGORY TWO for as period of 16 months from) the date of being placed on the convictcd vendor list. By signing this Agreement, CONSULTANT that the execution of this Agreement w not t� I 47 - I violate (lie Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result In termination of this A -reenient and recovery of all monies paid hereto, and may result if] debarment from COUNTY's competitive procurement activities. In addition to the foregoing. CONSULTANT further represents that there has been no determination, tr based on an audit, that it or any sub consultant has committed an act defined by Section 287,133, Florida Statutes, as as "public entity crime" and that it has not beet) fort charged with cornmittino all act defined as a "Public entity crime" regardless of the amount of money involved or whether Page 9 CONUSUI_TANT has been phiceel oil the convicted vendor list. CONSUI-TANT will promptly notify the COUNTY if it or any subcontractor Or sub - consultant is formally charged with an act defined as a "public entity- rime" or has been placed on the convicted y vendor list. CONSULTANT shall rilaintain all books, records, arid documents directly pertinent to perf'ormance under this Agreement in accordance with g enerally accepted accounting principles consistently applied. Records shall be retained for a period of five years from the termination of this agreement, Each party to this Acreement or its authorized representatives shall have reasonable and timely access to such records Of each other party to this Agreement for public records purposes during; the ter - III of the Aureement and for four years following the termination of this A reemeni. Ti` an auditor ernployed by the COUNTY or Clerk determines that monies paid to CONSULTANT pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONSULTANT, the CONSULTANT shall repay the monies together with interest calculated pursuant to See. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 9.9 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES This A reement shall be governed by and construed In accordance with the laws of the State of Florida 9 applicable to contracts made arid' to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement. COUNTY and CONSULTANT agree that venue shall lie in the Sixteenth Judicial Circuit, Monroe County, Florida. in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 9.10 SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof' to any circumstance: or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms. covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term. covenant, condition and provision of this Agreement shall be valid arid siIall be enforceable to the fullest extent permitted by law unless the enforcement of the rernainino 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 reforms the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 9.11 ATTORNEY'S FEES AND cosTs The COUNTY and CONSULTANT agree that in the event any cause of' action or administrative proceeding is initiated or defended by any party relative to the enforcement oi interpretation of' this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court Costs, investigative, rivestioanve, Z_ y and out-of-pocket expenses, as an award against the non-prevailing par and shall include attorney's fees, COLIFtS Costs- investigative, and out of-pocket expenses in appellate proceedings, Page 1 10 9.12 BINDING EFFEICT 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. tr 0991MMECUFFOUTM Each party represents and warrants to the other that the execution, dellvcry and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 9.14 CLAIMS FOR FEDERAL OR STA'rE AID CONSULTANT and COUNTY agree that cacti shall be, and is, ernpowered to apply for, seek, and obtain federal and state funds to further the put of this Agreement; provided that all applications, C� requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 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 pat If rice resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners, If the issue or issues .are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This provision does not negate or waive the provisions of paragraph 9.5 concerning termination or cancellation. C� In the event any administrative or le 47 Z� I I _2a,l 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 Aareernent 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. I z:1 Z7 9A7 NONDISCREMINATION CONSULTANT and COUNTY a0ree that there will be no discrimination against any, person, and it Is Z7 1� expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically tenninates 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 origM, 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 168 and 1685-1686'), which prohibits discrimination on the bas o[xex� 3) Section 504 of the RchuhUi[aiom Act of 1973, as amieudcd (20 0SC s. 794), which prohibits discrimination on the basis of handicaps: 4) The Age Discrimination Act of 1975, as amended (42i%SCsm. 6]0}-6|O7) which prohibits discrimination ox the basis cUa�����Tbc0ru� Abuse (]M�cc and Trcatnicmt Act of 1972 (PL 92-255). as amended. relating to nondiscrimination on the basis of' drug uhwsc h} The Comprehensive Alcohol /\husc and A}cmbnbsnm Prevention, Trcatnucnr and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the bma|u of /dcobni ohumc or a[cohmlismu� 7) The Public Health Set Act of 1912, ao. 523 and 527 (42 LlSC ys. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol arid drug abuse patient records, 8) Title ^/|U of the Civil Rights /&cu of' 1968 (42 <1SC o. et mcqj` as 4rneodtd relating to nondiscrimination in the emlc rental or financing ofhouSin'_ Y) The Aouchcucm with Disabilities f\ci of 1990 [42 l]SC a. 1201 Nu|c), as may he amended from bn'ie 10 time, relating to nwodiycrigiom1imn on the basis 0f' disability; 10 Nlmmroe (_omu1y Code Chapter 33, Article \/L which prohibits discrimination on the basis of race, color mrx, religion, nationa origin, ancestry, sexua uckemtadimm. gender identity or expression, familial status or age: 11) Any other nondiscrimination provisions inany Fcdcou| or state s|a1uxr which may apply to the parlies to, or the subject matter of, this Agreement, CONSULTANT arid COUNTY covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any oiuoucrorclegrec with its performance under this /\grecmncn1, and that only interest of each is to perform and receive benefits a* recited in this Agreement. 9.19 CODE OF ETHICS COUNTY agrees that officers and employees ofLhe[OUNTY recognize and will berequired to Zl comply with the skumUurdm of conduct for public officers and employees as delineated in Section U i2.JXIFlmhdaStuLwtes.rcgarding.hu|no<|imeitedLm.soXicitmh000racucy{ouccoygihy;dnimgbusiue*s with one's auemcy� unauthorized compensation; misuse of public position, conflicting cznm]oymeo1 or contractual relodonmhhp and disclosure oz use mf certa information. The CONSULTANT and COUNTY warrant that, in respect to itself, it has neither emp nor retained any company or person, other than o homo fide employee working wmlc]y for it, to solicit or secure this /\grecmncm( and that it has not paid or ugnrcd to pay any persmo, cnrnpuoy corporation, individual, or fiom, other than a bona fide eroolmycc working sm[c|y for d. any fee, commission. perrem1ogc, gift. or wbcr consideration contingent upon or resulting from the avvmzd or making of this Agreement. For the breach or violation of the provision, the CONS Lfl-.TANT agrees that the COUNTY shall have the habi to 1cmmimmLr this A-rccmucot without liability and, at its discretion, to offset from monies owcd, or otherwise recover, the ƒu|i on»uunt of such fee, commission. prncemimgt. @ift, or cVuxidcrud°o. 9.21 PUBLIC RECORDS Contractor must comply with Florida public rconzUs luws, including but not limited to C6uolcr 119. Florida Statutes and Section 24/dai Comsti{udnoofflndda. The Contractor shall allow the COUNTY reasonable access to. and inspection of, all dOCL records. papers, letters orother" record" materials io its possession mr Linder its control subject to the provisions of Chapter l|9,Florida Page 1 12 Statutes, upon request by the County in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor, Failure of the Contractor to abide by the terms of' this provision shall be deeined a material breach of this contract and the County mav enforce the ternis cif this provision in the for=m of court proceeding and shall, as a prevailing party, be entitled to reirriburserrient of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination orexpiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law its order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is required to: ( I ) Keep and maintain public records that would be required by the County to perf( the service. (2) Upon receipt from the County's custodian of records. provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep arid maintain public records that would be required by the County to perform the service. If the Conti transfers all public records to the County upon completion of' the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If' the Contractor keeps and maintains public records upon completion of the contract, the Contractor - shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time- 9.22 NON-WA I VE OF IMMUNITY Notwithstanding the provisions of See. 768,28. Florida Statutes, the participation of the CONSULTANT and the COUNTY in this Agreement and the acquisition of any commercial liability L_ I insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 9.23 PRIVILEGES AND ININI UNITIES All of the privileges and immunities from liability, exerriptions from laws, ordinances, and rules and pensions and relief, disability, workers" compensation. and other benefits which apply to the activity (if officers, agents. or employees of any public agents or employees of the COUNTY, when performing C7 t7 Z7 their respective functions Linder this Agreement within the territorial limit of the COUNTY shall apply Page 1 13 to the carne degree and extent to the performance ot'such functions and duties of such Officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 9 24 LEGAL OBLIGATIONS AND RESPONSIBILITIES Non - Delegation of Constitutional Or Statutory Duties. This A-recruent is not intended to, nor shall it be construed as, relieving any participating entity fro in any obligation or responsibility it posed upon the entity by lwv except to the extent of actual and timely performance thereof by any piullClpatmo entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is riot 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. %25 NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of therm, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the CONSULTANT and the COUNTY agree that neither the CONSULTANT not the COUNTY or any agent, officer, or employee of either shall have the authority to infor counsel, or othemise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits tinder this Agreement separate and apart. inferior to or superior to the community in general or for the purposes contemplated in this Agreement. 9.26 ATTESTATIONS AND TRUTH IN NEGOTIATION CONSULTANT a-rees to execute such documents as COUNTY nray reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. Signature of this Agreement by CONSULTANT shall act, as the execution of a truth in negotiation certificate staring that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and cur at the tinne of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant surns by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjLV,'1n1CntS must be made wvithin one year following the end of the Agreement. 9.27 NO PERSONAL LIABILITY No covenant or agreenrent contained herein shall be deemed to be a covenant or agreement of 4:1 C� any mernber, officer, a gent or employee of Monroe Count) in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or th A-reenient. be subject to any personal liability or accountabilit , by rcason of the execution of this C7 This Agreement may be executed in any number of counterparts, each of' %?hich shall be regarded aIs an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 9.29 Disadvantaged Business Enterprise (I)BE) Policy and Obligation - It is the policy of the Page 1 14 COUNTY that DBE's, as defined in 49 C.F.R. Part 26. as amended, shall have the opportunity to participate in the performance of contracts financed in whole or In part with COLJNTY funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this A-reernent. The COUNTY and its CONSULTANT agree to ensure that DBE's have the opportunity to participate in the perforrilance of this regard, reement. In this all recipients and contractors shall take Agreement. all necessary and reasonable steps in accordance with applicable federal and state laws and regulations to ensure that the DBE's have the opportunity to compete for and perform contracts. The COUNT`` and tile CONSULTANT and subcontractor-, 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, 9.30 PURSUANT TO SECTION 558.0035, FLORIDA STATUTES AN INDIVIDUAL EMPLOYEE OR AGENT OF CONSULTANT MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. (SEAL) Attest. KEVIN MADOK, Clerk By: Deputy Clerk Date. (Seat) Attest B 1 Ti BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: Mayor/Chairman AMEC FOSTER WHEELER, INC. Bv: Title: 09/ Aw61*F--6&- OR& I t s «*il.1- � Amec Foster Wheeler Environment & Infrastructure, Inc. 2017 Schedule of Fees MNNNNUM�� A. Professional (Engineer, Geologist, Scientist and Project Management) staff I $71.00/hour Staff 11 $77.00/hour . ........... . ...... Project $86.00/hour Senior $109.00/hou;r Principal/Project Manager $155.00/hour Senior Principal /senior Project Manager $159,00/hour Chief Engineer/Scientist $194.00/hour B. Technical Services (Engineering and Science) Technician I $45.00/hour Technician 11 $55,00/hour Senior Technician I $60.00/hour Senior Technician 11 $70.00/hour Project Administrator/Project Coordinator/Subcontract Administrator/Project Accountant $75.00/hour Technical Writer/Document Production 78.00/hour CADD/Draftsperson (includes PC/CAD) I $66.00/hour CARD /Draftsperson (includes PC/CAD) 11 $101.00.hour Admin I $40.00/hour Admin 11 $52.00/hour C. Surveying Services Field Surveyor I $43.00/hour Field Surveyor 11 $47.00/hour Survey Technician I $67.00/hour Survey Technician 11 $72.00/hour Survey Chief $75.00/hour D. Information Management Software Engineer $92.00/hour Data Technician $132.00/hour Senior Software Engineer $162.00/hour Business Analyst $132.00/hour E. Contract Labor From time to time, An'ec Foster VVhee|erretoinsouL ideProfessiona|and Technical labor ome temporary basis to meet peak workload demands. Such contract labor will be charged at 10% markup. |I. Expenses A. Travel Expenses l. Transportation: Company pickup truck/peoona|vehicKe, per mi|e — corremt allowable rate per County and Florida State Statutes a. Common carrier or car rental multiplies by (to be the amounts authorized by Section 1I3.D62, Florida Statutes 2. Per Diem Expenses: direct expenses in accordance with Florida State Statutes B. Disposal of Hazardous, Waste Samples Samples of waste will be disposed by permitted methods after a determination is made that the waste is defined by R[RAto be hazardous. Due to the requirements for some hazardous assessments, disposal and invoicing of incurred expenses may take place after invoicing of the originally contracted work. C. Equipment / Other Expenses (Does not include personnel) Digital Field Documentation Equipment (cameras, $75-00/day (min 2 days water level & measuring tape, GPS units, etc.) Geophysical Equipment (GPR Equipment) $1,000.00/day (min 2 days) Underwater Camera Equipment/Video up to 50 $1,900.00/day feet depth and low turbidity Environmental Monitoring & Sampling $100.00 to $450.001/day Equipment (dust, OVA, Air monitoring, Noise Depending upon the equipment and scale Meter, Light Meter) required Special equipment or supplies, permits, shipping Actual cost x 1.15 charges, special printing or other items not customarily provided by Amec D. Communications In-house costs for long distance phone, telex, telecopier, postage — project labor charges x 5% N^ Subcontract Subcontract services will be invoiced at a cost multiplied by 1.15