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Item C10BOARD OF COUNTY CONMUSSIONERS AGENDA, ITEM Y Meeting Date: March 20, , 013 Division: ....... „lic ork ffin n erig _ Bulk Item: Yes No Department: Eneineering Services Staff Contact Person/Phone : Judy Clarke X4329 AGENDA ITEM WORDING: Approval of a contract IMS laf rastructure Management Services, LLC the highest ranked respondent, for Asphalt Pavement Evaluation and Management Services. The contract mnount is $103,484.00 w - ITEM BACKGROUND: The Counter requires the services of a consultant to provide data collection and analysis services to update the Seven Year Road and Bridge Plan. Staff advertised a Request for Proposals (RFP) and received five responses on October 17, 2012, Proposals were evaluated and ranked in a publicly advertised meeting. IMS [nfrastructure Management Services, LLC was the highest cranked respondent. PREVIOUS REEVANT BOCC ACTION: The BOCC approved advertising a Request Toro" Proposals (RFP) for Asphalt Pavement Evaluation and Management Services at the April 2012 BDC meeting, BOCC gave staff approval to negotiate with the highest ranked respondent at the January 2013 meeting. CONTRACTIAGREEMENT CHANGES: Not Applicable STAFF RECOMMENDATIONS& Approval. TOTAL COST; 10 494.00 DIRECT COST* BUDGETED: 'des X No DIFFERENTIAL OF LOCAL PREFERENCE, &t Avyl icahle COST To COUNTY: -- $103,484.00 SOURCE OF : Fund 102 Road and Brill e VENUE PRODUCING: Yes No X AMOUNT PER MONTH Year APPROVED BY,* County Att1r OMB basing Risk Management DOCUMENTATION, Included X Not Required DISPOSITION: Revised 7/09 AGENDA ITEM ## MONR E COUNTY BOARD OF COUNTY COMMIS I NER Contract with: IM CONTRACT SUNUAARY Contract Effective Date: 3 0/2013 Expiration Date: 150 days from NTP Uontraet FaToseescription: The Contract is for Asphalt Pavement Evaluation and Man to obtain inLormation to develo an lMdatcd Buren Year Roar Monroe County. Contract Manager: Judy Clarke (Name) for BOCC meeting on 3/2012013 ,ent Services Bridee Plan for 4329 Ennerin# I (Ext.) (Department/Stop #) Benda Deadline: 3/05 013 CONTRACT COSTS Total Dollar Value of Contract: 103,484 Current Year Portion; $ 103,484 Budgeted? YesE No ❑ Amount Codes: - aa Grant: $ County Match` T ADDITIONALCOSTS Estimated Ongoing Costs: ...�yr For: (Not included in dollar value above) (e . mairitenanct, utilities. 'ankDrial. salaries, etc.) CONTRACT REVS Ch%e" g Date Out Gate In leR 1e - , _ ` Division DirectorIZL-ZO-15❑fv � ,� r r Risk Management Yes NoE3/. �. O.M.R in' - f; des No E] County Attorney*-. J Yes NoEj�;. jr Comments: ULU" "rm Z%Vvlacu ZI A fit) L Aakr Vz AGREEMENT FOR ASPHALT PAVEMENT EVALUATION AND MANAGEMENT SERVICES This Agreement ("Agreement") made and entered into this 20TH day of March, 2013 by and between Monroe County, a political subdivision of the state of Florida, whose address is 1100 Simonton Street, Key best, Florida, 33040, its successors and assigns, hereinafter referred to as "COUNTY," through the Monroe County Board of County Commissioners CIBOCCII)t IMS Infrastructure Management services, LLc, a Limited Liability Company of the State of Arizona, whose address is 1820 W. Crake Drive, suite 108, Tempe, AZ 85283 its successors and assigns, hereinafter referred to as "CONSULTANT", WI TN Ess ETH WHEREAS, COUNTY desires to employ the professional services of CONSULTANT for asphalt pavement evaluation and management services; and WHEREAS, CONSULTANT has agreed to provide professional services which shall include but not be limited to providing asphalt pavement evaluation and management, which services shall collectively be referred to as the `ii�roject"r NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONSULTANT agree as follows: ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES By executing this Agreement, CONSULTANT makes the following express representations and warranties to the COUNTY: 1.1.1 The CONSULTANT shall maintain all necessary licenses} permits or other authorizations necessary to act as CONSULTANT for the Project until the CONSULTANT'S duties hereunder have been fully satisfied; 1.1.2 The CONSULTANT has become familiar with the Project site and the local conditions under which the Work is to be completed. 1.1.3 The CONSULTANT shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in verifying work completed and shall be in conformity and comply with all applicable laver, codes and regulations. The CONSULTANT warrants that the documents prepared as a part of this Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information; 1.1.4 The CONSULTANT assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 1.1.5 The CONSULTANT'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. In providing all services pursuant to this agreement, the CONSULTANT shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the CONSULTANT. 1.1.6 At all times and for all purposes under this agreement the CONSULTANT is an independent contractor and not an employee of the Board of County Commissioners for Monroe County. No statement contained in this agreement shall be construed so as to find the CONSULTANT or any of his/her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe county. 1.1.7 The CONSULTANT shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. 1.1.8 The CONSULTANT shall complete the scope of services no later than 150 days from the Notice to Proceed issued by the COUNTY. ARTICLE II SCOPE OF BASIC SERVICES .1 DEFINITION CONSULTANT'S Scope of Basic Services consist of those described in Attachment A. The CONSULTANT shall commence work on the services provided for in this Agreement promptly upon his receipt of a written notice to proceed from the COUNTY. .2 CORRECTION of ERRORS, OMISSIONS, DEFICIENCIES The CONSULTANT shall, without additional compensation, promptly correct any errors, omissions, deficiencies, or conflicts in the work product of the CONSULTANT or its subconsultants, or both. 2.3 NOTICE REQUIREMENT All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONSULTANT. Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage pre -paid, to the COUNTY by certified mail, return receipt requested, to the following: Ills. Judith Clarke, P.E. Director of Engineering Services Monroe County 1100 Simonton Street} Room -1 6 Key best, Florida 33040 And: Mr. Roman Gastesi, Jr. Monroe Counter Administrator 1100 Simonton Street, Room - 05 Key West, Florida 33040 For the consultant: Alan Sadowsky, Member Manager IMS Infrastructure Manaciement services} LLc 1895-D Rol lw*lna Road Rollins Meadows, IL 60008 ARTICLE III ADDITIONAL SERVICES 3.1 Additional services are services not included in the Scope of Basic Services. Should the COUNTY require additional services they shall be paid for by the COUNTY at rates or fees negotiated at the time when services are required, but only if approved by the COUNTY before commencement. 3.2 If Additional Services are required the COUNTY shall issue a letter requesting and describing the requested services to the CONSULTANT. The CONSULTANT shall respond with a fee proposal to perform the requested services. only after receiving an amendment to the Agreement and a notice to proceed from the COUNTY, shall the CONSULTANT proceed with the Additional Services. ARTICLE IV COUNTY'S RESPONSIBILITIES 4.1 The COUNTY shall provide full information regarding requirements for the Project including physical location of work, county maintained roads, maps. 4.2 The COUNTY shall designate a representative to act on the C O U NTY's behalf with respect to the Project. The COUNTY or its representative shall render decisions in a timely manner pertaining to documents submitted by the CONSULTANT in order to avoid unreasonable delay in the orderly and sequential progress of the CONSULTANT'S . services. 4.3 Prompt written notice shall be given by the COUNTY and its representative to the CONSULTANT if they become aware of any fault or defect in the Project or non- conformance with the Agreement Documents. Written notice shall be deemed to have been duly served if seat pursuant to paragraph 2.3. 4.4 The COUNTY shall furnish the required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONSULTANT'S services and work of the contractors. 4.5 The C OUNT Y's review of any documents prepared by the CONSULTANT or its subconsultants shall be solely for the purpose of determining whether such documents are generally consistent with the COU NTY's criteria, as, and if, modified. No review of such documents shall relieve the CONSULTANT of responsibility for the accuracy, adequacy, fitness, suitability or coordination of its work product. 4.6 The COUNTY small provide copies of necessary documents required to complete the work. 4.7 Any information that may be of assistance to the CONSULTANT that the COUNTY has immediate access to will be provided as requested. ARTICLE V INDEMNIFICATION AND HOLD HARMLESS 5.1 The CONSULTANT covenants and agrees to indemnify and hold harmless COUNTY/Monroe County and Monroe County Board of county Commissioners, its officers and employees from liabilities, damages, losses and costs, including but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of the CONSULTANT, subcontractor(s) and other persons employed or utilized by the CONSULTANT in the performance of the contract. 5.2 The first ten dollars ($10.00) of remuneration paid to the CONSULTANT is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. Should any claims be asserted against the COUNTY by virtue of any deficiency or ambiguity in the plans and specifications provided by the CONSULTANT, the CONSULTANT agrees and warrants that he shall mold the COUNTY harmless and shall indemnify him from all losses occurring thereby and shall further defend any claim or action on the COUNTY'S behalf. 5.3 In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONSULTANT'S failure to purchase or maintain the required insurance, the CONSULTANT shall indemnify COUNTY from any and all increased expenses resulting from such delays. Should any claims be asserted against COUNTY by virtue of any deficiencies or ambiguity in the plans and specifications provide by the CONSULTANT the CONSULTANT agrees and warrants that CONSULTANT hold the COUNTY harmless and shall indemnify it from a I l 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 vwrithin the Agreement. 5.5 This indemnification shall survive the expiration or early termination of the Agreement. ARTICLE V1 PERSONNEL 6.1 PERSONNEL The CONSULTANT shall assign only qualified personnel to perform any service concerning the project. At the time of execution of this Agreement, the parties anticipate that the following named individuals will perform those functions as indicated: NAME FUNCTION Stephen Smith Member Manager, Project Principal David Butler, P.E. Project Manager Alan Sadowsky Member Manager, Data Collection/ROW Asset Manager Don Hardt Project Coordinator Dave Eratton Project Engineer Mike Powell Technical Support Manager John Day Field Support Dave Rowland Crew Chief o long as the individuals named above remain actively employed or retained by the CONSULTANT, they shall perform the functions indicated next to their names. if they are replaced the CONSULTANT shall notify the COUNTY of the change immediately. ARTICLE V11 COMPENSATION 7.1 PAYMENT s U M 7.1.1. The COUNTY shall pay the CONSULTANT in current funds for the Co N UILTANT' performance of this Agreement based on rates negotiated and agreed upon and shown in Attachment A. The Basic scope of Services outlined in Attachment A will be completed for the not to exceed amount of one Hundred Three Thousand, Four Hundred Eighty -Four Dollars and Zero cents ($103,484-00). 7.2 PAYMENTS 7. .1 For its assumption and performances of the duties, obligations and responsibilities set forth herein, the CONSULTANT shall be paid monthly. Payment will be made pursuant to the Local Government Prompt Payment Act 218.70, Florida Statutes. (A) if the CONSULTANT'S duties, obligations and responsibilities are materially changed by amendment to this Agreement after execution of this Agreement, compensation due to the CONSULTANT shall be equitably adjusted, either upward or downward; (13) As a condition precedent for any payment due under this Agreement, the CONSULTANT shall submit monthly, unless otherwise agreed in writing by the COUNTY, a proper invoice to COUNTY requesting payment for services properly rendered and reimbursable expenses due hereunder. The CONSULTANT'S invoice shall describe with reasonable particularity the service rendered. The CONSULTANT'S invoice shall be accompanied by such documentation or data in support of expenses for which payment is sought at the COUNTY may require. 7.3 REIMBURSABLE EXPENSES 7.3.1 None. Reimbursable expenses, including but not limited to travel expenses, are included in the rates and pricing outlined in Attachment A; no additional expenses will be paid. 7.4 BUDGET 7.4.1 The CONSULTANT may not be entitled to receive, and the c o U N TY is not obligated to pay, any fees or expenses in excess of the amount budgeted for this contract in each fiscal year (October 1 - September o) by OUNTY's Board of county Commissioners. The budgeted amount may only be modified by an affirmative act of the colt NTY's Board of County Commissioners. 7.4.2 The OU NTY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. ARTICLE Vill INSURANCE 8.1 The CONSULTANT shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONSULTANT'S failure to purchase or maintain the required insurance, the CONSULTANT shall indemnify the COUNTY from any and all increased expenses resulting from such delay. 8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of I or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty (60) days' notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. 8.3 CONSULTANT shall obtain and maintain the following policies: A. Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Florida Statute 440. B. Employers Liability Insurance with limits of $1,000,000 per Accident, $1,000,000 Disease, policy limits, $1,000,000 Disease each employee. C. Comprehensive business automobile and vehicle liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and owned, hired or non -owned vehicles, with One Million Dollars ($1 .000,000.00) combined single limit and one Million Dollars ($1,000,000.00) annual aggregate. D. Commercial general liability, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of the CONSULTANT or any of its employees, agents or subcontractors or subconsultants, including Premises and/or Operations, Products and completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket contractual Liability Endorsement with One Million Dollars ($1,000,000) per occurrence and annual aggregate. An Occurrence Farm policy is preferred. If coverage is changed to or provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported must extend for a minimum of 48 months following the termination or expiration of this contract. E. Professional liability insurance of one Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) annual aggregate. If the policy is a `icla i ms made" policy, CONSULTANT shall maintain coverage or purchase a "tail' to cover claims made after completion of the project to cover the statutory time limits in Chapter 95 of the Florida Statutes. F. COUNTY shall be named as an additional insured with respect to CONSULTANT'S liabilities hereunder in insurance coverages identified in Paragraphs c and D. G. CONSULTANT shall require its subconsultants to be adequately insured at least to the limits prescribed above, and to any increased limits of CONSULTANT if so required by COUNTY during the term of this Agreement. COUNTY will not pay for increased limits of 'insurance for subconsultants. H. CONSULTANT shall provide to the COUNTY certificates of insurance ora. 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 u po n request. I. If the CONSULTANT participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the CONSULTANT may be required to submit updated financial statements from the fund upon request from the COUNTY. ARTICLE IX MISCELLANEOUS 9.1 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 9.2 OWNERSHIP of THE PROJECT DOCUMENTS The documents prepared by the CONSULTANT for this Project belong to the COUNTY and may be reproduced and copied without acknowledgement or permission of the CONSULTANT. 9.3 SUCCESSORS AND ASSIGNS The CONSULTANT shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and the CONSULTANT, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement:. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 9.4 No THIRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 9.5 TERMINATION A. In the event that the CONSULTANT shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after five days written notification to the CONSULTANT. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty (60) days written notice of its intention to do so. 9.6 CONTRACT DOCUMENT This contract consists of the Request for Proposals, any addenda, the Form of Agreement (Articles lil ), the CONSULTANT'S response to the R F P, the documents referred to in the Form of Agreement as a part of this Agreement, and modifications made after execration by written amendment, In the event of any conflict between any of the Contract documents, the one imposing the greater burden on the CONSULTANT will control. 9.7 PUBLIC ENTITIES CRiMES A person or affiliate who has been placed on the convicted vendor last following a conviction for public entity crime may not submit a hid on contracts to provide any goods or services to a public entity, may not submit a hid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 6 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONSULTANT represents that the execution of this Agreement will not violate the Public Entity crimes Act (Section 287.133, F I odds Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from OUNT 's competitive procurement activities. In addition to the foregoing, CONSULTANT further represents that there has been no determination, based on an audit, that it or any subconsultant has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether CONUISULTANT has been placed on the convicted vendor list. CONSULTANT will promptly notify the COUNTY if it or any subcontractor or s u bconsu Rant is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. 9.8 MAINTENANCE of RECORDS CONSULTANT shall maintain all boobs, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of five years from the termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four gears following the termination of this Agreement. if an auditor employed by the COUNTY or cleric determines that monies paid to CONSULTANT pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONSULTANT} the CONSULTANT shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 9.9 GOVERNING LAW, VENUE, INTERPRETATiON, COSTS, AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and CONSULTANT agree that venue shall lie in the 161h 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 Mules of civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 9.10 SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONSULTANT agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. .11 ATTORNEY'S FEES AND cosh's 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 attorneys fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. 9.12 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONSULTANT and their respective legal representatives, successors, and assigns. 9.13 AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary county and corporate action, as required by laver. 9.14 CLAIMS FOR FEDERAL OR STATE AID CONSULTANT and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement, provided that a I I applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 9.15 ADJUDICATION of DISPUTES OR DISAGREEMENTS COUNTY and CONSULTANT agree that a I I 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 laver. This provision does not negate or waive the provisions of paragraph 9.5 concerning termination or cancellation. 9.16 COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONSULTANT agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONSULTANT specifically agree that no party to this Agreement shall be required to eater into any arbitration proceedings related to this Agreement. 9.17 NONDISCRIMINATION CONSULTANT and COUNTY agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONSULTANT or COUNTY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the civil Fights Act of 1964 (PL 88-35) which prohibits discrimination on the basis of rake, color or national origin; ) Title IX of the Education Amendment of 1972, as amended (o 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 U c s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 U c ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse office and Treatment Act of 1972 (PL - 55), 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 U c ss. 690dd- and 90ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title Vi 1 I of the Civil Fights Act of 1968 (42 U c 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 U c s. 1201 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 1 o) Monroe County code chapter 13, Article V1, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 9.18 COVENANT of No INTEREST CONSULTANT and COUNTY covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 9.19 CODE of ETHICS COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited for solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensationb misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 9.20 No SOLICITATION/PAYMENT The CONSULTANT and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to Ray any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONSULTANT agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 9.21 PUBLIC ACCESS. The CONSULTANT and COUNTY shall allover and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the CONSULTANT and COUNTY in connection with this Agreement; and the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by CONSULTANT. 9.22 NON -WAIVER of IMMUNiTY Notwithstanding the provisions of Sec. 768. 8, Florida Statutes, the participation of the CONSULTANT and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision~ for waiver. 9.23 PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 9.24 LEGAL OBLIGATIONS AND RESPONSIBILITIES Non -Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case lave. 9.25 NON -RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the CONSULTANT and the COUNTY agree that neither the CONSULTANT nor the COUNTY or any agent, officer} or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 9.26 ATTESTATIONS AND TRUTH IN NEGOTIATION CONSULTANT agrees to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. Signature of this Agreement by CONSULTANT shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. 9.27 No PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 9.28 EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 9.29 Disadvantaged Business Enterprise (DBE) Policy and Obligation - It is the policy of the COUNTY that DB E's, as defined In 49 G.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with COUNTY funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The COUNTY and its CONSULTANT agree to ensure that DBE's have the opportunity to participate in the performan a of this Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with applicable federal and state laws and regulations to ensure that the DBEs have the opportunity to compete for and perform contracts, The COUNT' and the CONSULTANT and subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Agreement. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. (SEAL) BOARD of COUNTY COMMISSIONERS Attest: AMY HEAVI LI N, Clerk of MON ROE COUNT p FLORIDA By: By: Deputy Clerk N1d4G~4G'lJNTY AT"FORNEY APPROVED AS TO F �: L�4-,2C Date' Nq 1LEENE W. CASSEL ASSISTANT COUNTY ATTORNEY Date (Beal) IMS INFRASTRUCTURE MANAGEMENT Es, LAC Attest: y a + By. B Donald L. Hardt n Ws Title: Manager of Client Services Title: Mem na er END of AGREEMENT W Mai m I iM I :I Oq k W, mll, SCOPE OF BASIC SERVICES COSTSUMMARY OPTIONAL SERVICES FEE SCHEDULE IIRA!!S MS I nfrastruct-ure Management Services, LLD 1820 W, Drake Drive, Suite 108 Phone: (480) 889-4347 Fax: (480) 889-4348 WWW ims-rst.mm Monroe County: Asphalt Pavement Evaluation and Management services Scope f Work Task Description Activities Deliverables 1 . Project Initiation, and Scope a Conduct meeting confirming scope, extent and content of Technical memo detailing Definition surveys, software, set milestones and deliverables scope of work, budget and deliverables • Confirm key contacts, roles and responsibilities, and project documentation 0 Identify location of key data elements such as traffic data, GIS, existing roadway inventories, historical data, and . pavement management data 2. Network ,referencing and a using the County's GIS centerline topology, existing road Survey maps and mileage Inventory Development inventory and staff input to develop a referencing system for for review and acceptance the Pavement Management Program. 0 Use block to block sectioning with a maximum distance to break-up unusually long sections. Link each segment to its parent G IS section Obtain roadway attributes from the existing inventory and GIS for functional class and traffic. Width length, pavement type and existence of curb will be collected by I IS. Identify deficient data and the means to obtain it • Create survey maps for use by the RST and client review . MobilizationkCalibraVon Mobilize RST to perform surface distress, roughness and Equipment calibration rutting testing documentation Demonstrate the equipment to the County Calibrate equipment 4. MicroPAVER or Selected 0 Review MicroPAVER or selected software protocols and Automated testing Software Protocols unique conditions that may prevail to the bounty's road protocols for network MicroPAVER or selected software onfrgure the DST's DDCRS rating equipment and data processing methodologies 5. RST Field Data Collection 0 Use an RST to perform a comprehensive surface condition Two pass testing on survey on all paved roads under the County's jurisdiction in divided roads with 4 or generally unincorporated areas of the County using single more lanes of traffic. and two -pass testing with MicroPAVER or selected Single pass testing on software protocols. Summarize date on a block to block remainder of roads basis for approximately 306 test miles of road 6 Video Data Collection & Collect continuous digital video using 3 high GPS and distance resolution cameras (right front, left front and left ream referenced video for QA/QC and digital * GPS and distance reference for video from all image extraction cameras. {MS In i rrsinicirwe Management Sej,vtces A opwoe Cowin: FL Page l of 5 Task Description Activities Deliverables 7. Video Data Storage Store all videos indefinitely for possible future extraction of IM storage of digital GP.S referenced ROW assets video or delivery to the County for future ROW asset extraction 8. Survey QA/QC and Width Collect/confirm width and pavement type Exceptions report/width Confirmation confirmations loaded to Develop exceptions report for lengths that do not match MicroPAVER or GIS selected software g. RST Surface Condition For each data stream (surface distress, roughness, GP ), Laser, DD RS and Data Processing aggregate and process the data at block intervals video process data for MicroPAVER or selected software formatting 10. MicroPAVER or Selected • Format data for MicroPAVER or selected software Load RST surface data Software Format & Load to- MicroPAVER or Develop a PCI:soore for each section selected software * Process data to the Flock level + Complete OA of data 11. Digital Images 0 Extra ct J peg Images at 2 5' intervals Single image view at ��25' intervals far ' i Provide single view from right front or left front cameras ioPAVER or • Include GPS reference and distance into a section on selected software and a each image point shape file for GIS Load into MicroPAVER or selected software and viewer • Create a point shape file for the County"s GIS 12. GIS Viewer & Enhance ArcGIS Explorer to provide image advancement GIS viewing with drive as viewing tool enhancement 13. MicroPAVER or Selected 0 Link each pavement test section/block to the GIS section Centerline shape file Software/GIS Linkage linked to theInclude inventory attd hutes, test data, and condition MicroPAVER or ratings selected software 14. Implementation 0 Meeting to coordinate software implementation, testing Meeting with County coordination, analysis configuration and results staff a Address maintenance, pavement preservation and rehabilitation strategies and multi -year funding scenarios 15. MlcroPAVER or Selected 0 Provide current version of MicroPAVER or selected Selected software with Software software with 3 seats or a site license 3 seats or a site license in County's name 16. Software Training Conduct a two day training session with County Training sessions for designated staff to operate and understand MicroPAVER County staff and or selected software and selected viewing tools consulting services IMS h!Ii- rsinicli a Mcrnagemew Sep- ces Afonme Cougy, FL Page 2 ql'S Task Description Activities Deliverables 17. Report Generation a Report Existing Condition of Roadway Multiple reports with 0 Consider multiple maintenance and rehabilitation solutions both draft and final including no action versions i Develop multiple funding scenario with corresponding • improvements Create both short term and 5-year plans with estimated costs Create special reports Assist staff with presentation, supporting documentation & reports 1$ Project Management Provide client with periodic e-mail updates and reports. Status reports and Meetings to be completed on -site and by conference calls. invoices Complete project administration and invoicing. Cost Summary IMS is submitting the following cost summary to implement the requested pavement management program. Task Activity Quantity Units Unit Rate Tatar I 1 Project Initiation and Scope Definition 1 LS $5,000.00 $5,000.0 2 Network Referencing & Inventory Derveloprnent 306 T Mi $7.50 $2, 205. 0 3 Mobilization/Calibration - RST 1 LS $37000.00 $31000.0 4 MicrcPAVE R or Selected Software Protocols 1 LS $1,000.00 $1.000-00 5 RST Field Data Collection 306 T M i $100.00 $30,600-00 6 Video Data DolleGtion (3 views) 306 T Mi $10.00 $3,060.00 7 Video Data Storage 306 T Mi $10.00 $3.060.00 $ Survey QA1QC $ Width Confirmation 306 T Mi $10.00 $3,000.0 0 RST Data Processing 306 T Ali $20.00 $6.120.00 10 MicrcPAVER or Selected Software Format & Load 306 T Mi $10.00 $3,060.0 11 Digital Images 1p 25' intervals (1 views) 306 T Mi $10.00 $3,060.0 12 GIS Viewer 1 LS $1,000,00 $1,000.00 13 MicroRAVER or Selected Software/ GIS Linkage 306 T Mi $25.00 $7,650.00 14 Implementation 2 LS $4,000,00 $3,000.00 15 MicroPAVER or Selected Software 1 LS $1,300.00 $1,300.00 15 Software Training/Report (2-day session) 1 EA $51-000.00 $5,000.00 17 Report 1 LS $10, 000.00 $10, 000. 00 1$ Project Management 1 LS $7,210.00 $7,219.00 Base Pavement Management Tatar $1039484.00 1MS M i•aso-twim-e Manageo7wni Sei-rices Monaroe Comity, FL Page 3 of 5 Optional Services-, Fee Schedule The following is a fee schedule for optional services to expand or enhance the base pavement management as part of the initial pavement management implementation or as a future project. • Dynaflect Mobilization & Calibration $2,000.00 * Deflection Testing $120.00/ test mile Data Processing (Deflection) $5.00/ test mile Development of Structural Indices (3ra Party Software) $15.001 test mile • Annual Report Update $5,000.00 • Parking Let Survey, Softwaref Report $.25/sq.yd — Special Review • Additional Software Training (on situ $1,200.001day + travel expenses ■ Engineering Interpretation, Analysis, Special Reports $150.00/hour Transfer of Histonical Data to a New Program $100.00/hour G I S Linkage $5.00/ test mile Digital Images @ 25' intervals (additional views) $10.00/ test mile/per view Viewing Tool (software) $1,000.00 - $7,500.00 GPS/Camera Extraction Set-up & AVI Conversion $10.001 test mile ROW Man Software $, coo. 0o Master Asset List Development $300.00 - $2,000.00 Project Management 7.5% of Task Activities • Asset Extraction Services (Unit prices per mile also available) • Signs and Supports $2.50/sign • Sign Retroreflectivity Special Quote Traffic Signals and Supports $2.5/signal and/or support • Light Poles $1.75/pole • Garb and Gutter $1.751curb block • Storm sewer Inlets $1.75/inlet Manholes $1.75/manhole • Sidewalks $1.75-$2.25/sidewalk block • ADA Ramps $1.75/ramp • Driveway Aprons (point asset) $1.75/apron • Driveway Aprons (linear asset) $2.25/apron • Hydrants $2.25/hydrant • Trees $2.50/tree • Pavement Markings (point assets) $1.75/marking • Pavement Striping (linear assets) $1.75/block i Guard Rails $2.501guard rail • Medians $2. 5o/median • Ditches $2.25/ditch Misc. Road and ROW Hardware $2. 5/asset Curvature Adjustments for Linear Assets (GIS) Special Quote Budget estimates for ROW assets are more difficult to develop because of unlimited scenarios and unknown quantities. Assets vary dramatically from agency to agency and district to district within the County depending on age, terrain, etc. Since there are some advantages to extracting multiple assets during the extraction activity, I MS will assist Monroe County in developing a budget by offering a cost per mile alternative, in addition to or in lieu of the cost per asset. we will need the County to provide one or more scenarios that include the various assets or features that would be included in the extraction process. we will then provide the County with a cost per mile to extract the additional assets. We believe that this alternative can assist the County during a future budget process and eliminate surprises. If the County has a good estimate of the quantity of some of their assets, the unit price per asset offer may be the best approach. 1 S h#i•asiructisr•e Mairagement Services Monroe Counti% FL Page 4 of 5 Project Schedule Upon acceptance of the final scope of services ard negotiated fee, IMS will schedule the field crews to perform the proposed activities. We currently have two Florida projects scheduled for spring 2013 and will perform the Monroe County data collection in colnjundon with those projects. IMS will use an FAST to complete the surface condition surrey within a 4 week period, weather permitting (laser measurement and video cannot be collected in the rain). Data processing, QNQC, GIS linkage, Jpeg image extraction and data load will be completed within 60 days of completion of the field data collection. Field testing, processing, data load and final report will be completed within the 18 week schedule. Project initiation, network referencing and set-up may commence prior to the Notice -To -Proceed. Project InIdatlon Proleat Initiation ' Network RareroncingfRoWe List schedukd upon Flold S+Ar► eys FeC41 of RST Mobilization & Calibration 4 r imp rim ice io proceed. FIST Fuld S urey & Video QA check Data Management RST Data Processing. CAIQC aigilal I nages {CIS Linkage i Data Formal & load h'ri�laet$rtitati�r5 � ScArware Installation. Training I 'is . I ` Optional ROW asset extraction Ymuld be performed after the field survey and configuration of digital images. It would require a longer time period depending on the number of optional ROW assets included in the project. !MS 10,astructui-e Management Sep -vices Morn ve Con n►y, F1, — Page 5 of 5