Item C32N
Meeting Date: May 21, 2014 Division: —public Works/Engineering
Bulk Item: Yes X No Department: Eqgiqeerin Services
AGENDA ITEM WORDING: Approval of Amendment I to the contract with IMS Infrastructure
Management Services, LLC for the Asphalt Pavement Evaluation and Management Services Project to
extend the expiration date of the contract until June 15, 2014.
ITEM BACKGROUND: Monroe County contracted with IMS Infrastructure Management Services,
LLC for the Asphalt Pavement Evaluation and Management Services Project. Due to unforeseen
circumstances the work extended beyond the initial contract period. This no -cost time extension is
needed in order to process invoices and close out the project. The consultant has completed the scope
of services and provided all deliverables to the County.
PREVIOUS RELEVANT BOCC ACTION: The BOCC approved advertising a Request for
Proposals (RFP) for Asphalt Pavement Evaluation and Management Services at the April 2012 BOCC
meeting. BOCC gave staff approval to negotiate with the highest ranked respondent at the January
2013 meeting. The BOCC approved the contract with IMS Infrastructure Management Services, I.f,C
at the March 2013 meeting.
CONTRACT/AGREEMENT CHANGES: Extends the date of completion for the project.
STAFF RECOMMENDATIONS: Approval as requested above.
TOTAL COST: $0 INDIRECT COST: BUDGETED: Yes X No
DIFFERENTIAL OF LOCAL PREFERENCE: Not Applicable
REVENUE PRODUCING: Yes No X AMOUNT PER MONTH Year
APPROVFD BY: County ,ratty 1 0MB/PUrcf11a11_;ing_ is ManageniciAdr
Included X Not Required
Revised 7/09
■
CONTRACT SUMMARY
Contract with: PAS Infrastructure
Contract #
Management Services
Effective Date:
Expiration Date: 06/15/2014
Contract Purpose/Description:
Extend date of contract until June 15, 2014
Contract Manager: _JudyClarke—
4329 Engineering/fl
(Name)
(Ext.) (Department/Stop #)
for BOCC meeting on 5/21/2014
Agenda Deadline: 5/6/2014
XOTEM7996=
Total Dollar Value of Contract: $ 103,484.00 Current Year Portion: $
Budgeted? Yes E No❑ Account Codes: 102-?Wi-530310
Grant: $
County Match: $
Estimated Ongoing Costs:
K- ..........
ADDITIONAL COSTS
yr For:
(eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Changes
Date Out
Division Director
Risk Management
Date In
Neede" Reviewer/,
Yes EINoE],
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Yes E] No[:q111 �(U
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O.M.B./PLircriasing'
Yes[:] NoFj]
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County Attorney
Yes[:] No4
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Comments:
AMENDMENT I TO THE
THIS AMENDMENT 1 to the Agreement dated March 20, 2013, between Monroe County, whose address
is 1100 Simonton Street, Room 2-216 Key West, Florida 33040, hereafter the "COUNTY" and IMS Infrastructure
Management Services, LLC a Limited Liability Company of the State of Arizona, whose address is 1820 W Drake
Drive, Suite 108, Tempe, AZ 85283, hereafter the "CONSULTANT" is entered into on this 21" day of May 2014.
WHEREAS, on the 20th day of March 2013, the parties entered into an Agreement for Asphalt Pavement
Evaluation and Management Services authorizing the Consultant to perform a Scope of Services to include
?.nd deliver data and images collected to the County, format the data for MicroPAVER software and provide
MicroPAVER software and training for County employees; for a not to exceed amount of $103,484.00; and
WHEREAS, the Agreement stipulates that the scope of services shall be completed no later than 150 days
Sguuif Proceed was issued to the Consultant on the
loth of April 2013 providing for a completion date of September 7, 2013; and
WIN IIIIIIIIIIIIIIIIIII IIIIIIIII III III
All requirements shall be completed no later than June 15, 2014.
In WITNESS WHEREOF each party hereto has caused this contract to be executed by its duly authorized
(SEAL)
Attest: AK8YHEAV|UW,Clerk
By:
Deputy Clerk
(SEAL)
" " L
OF MONROE COUNTY, FLORIDA
!MSINFRASTRUCTURE MANAGEMENT
SERVICE IC
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 West, Florida, 33040, its successors and assigns, hereinafter
referred to as "COUNTY," through the Monroe County Board of County Commissioners
("BOCC"),
AND
IMS Infrastructure Management Services, LLC, a Limited Liability Company of the
State of Arizona, whose address is 1820 W. Drake Drive, Suite 108, Tempe, AZ 85283 its
successors and assigns, hereinafter referred to as "CONSULTANT",
WITNESSETH:
WHEREAS, COUNTY desires to employ the professional services of CONSULTANT for
asphalt pavement evaluation and management services; and
WHEREAS, CONSULTANT has agreed to provide professional services which shall
include but not be limited to providing asphalt pavement evaluation and management, which
services shall collectively be referred to as the "Project";
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements stated herein, and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, COUNTY and CONSULTANT agree as follows:
ARTICLE 1
1.1 REPRESENTATIONS AND WARRANTIES
By executing this Agreement, CONSULTANT makes the following express representations and
warranties to the COUNTY:
1.1.1 The CONSULTANT shall maintain all necessary licenses, permits or other authorizations
necessary to act as CONSULTANT for the Project until the CONSULTANT'S duties
hereunder have been fully satisfied;
1.1.2 The CONSULTANT has become familiar with the Project site and the local conditions
under which the Work is to be completed.
1.1.3 The CONSULTANT shall prepare all documentation required by this Agreement in such
a manner that they shall be accurate, coordinated and adequate for use in verifying work
completed and shall be in conformity and comply with all applicable law, codes and
regulations. The CONSULTANT warrants that the documents prepared as a part of this
Agreement will be adequate and sufficient to document costs in a manner that is
acceptable for reimbursement by government agencies, therefore eliminating any
additional cost due to missing or incorrect information;
1.1.4 The CONSULTANT assumes full responsibility to the extent allowed by law with regards
to his performance and those directly under his employ.
1.1.6 The CONSULTANT'S services shall be performed as expeditiously as is consistent with
professional skill and care and the orderly progress of the Project. In providing all
services pursuant to this agreement, the CONSULTANT shall abide by all statutes,
ordinances, rules and regulations pertaining to, or regulating the provisions of such
services, including those now in effect and hereinafter adopted. Any violation of said
statutes, ordinances, rules and regulations shall constitute a material breach of this
agreement and shall entitle the Board to terminate this contract immediately upon
delivery of written notice of termination to the CONSULTANT.
1.1.6 At all times and for all purposes under this agreement the CONSULTANT is an
independent contractor and not an employee of the Board of County Commissioners for
Monroe County. No statement contained in this agreement shall be construed so as to
find the CONSULTANT or any of his/her employees, contractors, servants, or agents to
be employees of the Board of County Commissioners for Monroe County.
1.1.7 The CONSULTANT shall not discriminate against any person on the basis of race,
creed, color, national origin, sex, age, or any other characteristic or aspect which is not
job related, in its recruiting, hiring, promoting, terminating, or any other area affecting
employment under this agreement or with the provision of services or goods under this
agreement.
1.1.8 The CONSULTANT shall complete the scope of services no later than 150 days from
the Notice to Proceed issued by the COUNTY.
ARTICLE II
SCOPE OF BASIC SERVICES
2.1 DEFINITION
CONSULTANT'S Scope of Basic Services consist of those described in Attachment A. The
CONSULTANT shall commence work on the services provided for in this Agreement promptly
upon his receipt of a written notice to proceed from the COUNTY.
2.2 CORRECTION OF ERRORS, OMISSIONS, DEFICIENCIES
The CONSULTANT shall, without additional compensation, promptly correct any errors,
omissions, deficiencies, or conflicts in the work product of the CONSULTANT or its
subconsultants, or both.
2.3 NOTICE REQUIREMENT
All written correspondence to the COUNTY shall be dated and signed by an authorized
representative of the CONSULTANT. Any notice required or permitted under this agreement
shall be in writing and hand delivered or mailed, postage pre -paid, to the COUNTY by certified
mail, return receipt requested, to the following:
Ms. Judith Clarke, P.E.
Director of Engineering Services
Monroe County
1100 Simonton Street, Room 2-216
Key West, Florida 33040
And: Mr. Roman Gastesi, Jr.
Monroe County Administrator
1100 Simonton Street, Room 2-205
Key West, Florida 33040
For the Consultant:
ARTICLE III
ADDITIONAL SERVICES
3.1 Additional services are services not included in the Scope of Basic Services. Should the
COUNTY require additional services they shall be paid for by the COUNTY at rates or
fees negotiated at the time when services are required, but only if approved by the
COUNTY before commencement.
3.2 If Additional Services are required the COUNTY shall issue a letter requesting and
describing the requested services to the CONSULTANT. The CONSULTANT shall
respond with a fee proposal to perform the requested services. Only after receiving an
amendment to the Agreement and a notice to proceed from the COUNTY, shall the
CONSULTANT proceed with the Additional Services.
ARTICLE IV
COUNTY'S RESPONSIBILITIES
4.1 The COUNTY shall provide full information regarding requirements for the Project
including physical location of work, county maintained roads, maps.
4.2 The COUNTY shall designate a representative to act on the COUNTY's behalf with
respect to the Project. The COUNTY or its representative shall render decisions in a
timely manner pertaining to documents submitted by the CONSULTANT in order to
avoid unreasonable delay in the orderly and sequential progress of the CONSULTANT'S
services.
4.3 Prompt written notice shall be given by the COUNTY and its representative to the
CONSULTANT if they become aware of any fault or defect in the Project or non-
conformance with the Agreement Documents. Written notice shall be deemed to have
been duly served if sent pursuant to paragraph 2.3.
4.4 The COUNTY shall furnish the required information and services and shall render
approvals and decisions as expeditiously as necessary for the orderly progress of the
CONSULTANT'S services and work of the contractors.
4.6 The COUNTY's review of any documents prepared by the CONSULTANT or its
subconsultants shall be solely for the purpose of determining whether such documents
are generally consistent with the COUNTY's criteria, as, and if, modified. No review of
such documents shall relieve the CONSULTANT of responsibility for the accuracy,
adequacy, fitness, suitability or coordination of its work product.
4.6 The COUNTY shall provide copies of necessary documents required to complete the
work.
4.7 Any information that may be of assistance to the CONSULTANT that the COUNTY has
immediate access to will be provided as requested.
ARTICLE V
INDEMNIFICATION AND HOLD HARMLESS
6.1 The CONSULTANT covenants and agrees to indemnify and hold harmless
COUNTY/Monroe County and Monroe County Board of County Commissioners, its
officers and employees from liabilities, damages, losses and costs, including but not
limited to, reasonable attorneys' fees, to the extent caused by the negligence,
recklessness, or intentional wrongful conduct of the CONSULTANT, subcontractor(s)
and other persons employed or utilized by the CONSULTANT in the performance of the
contract.
5.2 The first ten dollars ($10.00) of remuneration paid to the CONSULTANT is for the
indemnification provided for above. The extent of liability is in no way limited to,
reduced, or lessened by the insurance requirements contained elsewhere within this
agreement. Should any claims be asserted against the COUNTY by virtue of any
deficiency or ambiguity in the plans and specifications provided by the CONSULTANT,
the CONSULTANT agrees and warrants that he shall hold the COUNTY harmless and
shall indemnify him from all losses occurring thereby and shall further defend any claim
or action on the COUNTY'S behalf.
5.3 In the event the completion of the project (to include the work of others) is delayed or
suspended as a result of the CONSULTANT'S failure to purchase or maintain the
required insurance, the CONSULTANT shall indemnify COUNTY from any and all
increased expenses resulting from such delays. Should any claims be asserted against
COUNTY by virtue of any deficiencies or ambiguity in the plans and specifications
provide by the CONSULTANT the CONSULTANT agrees and warrants that
CONSULTANT hold the COUNTY harmless and shall indemnify it from all losses
occurring thereby and shall further defend any claims or action on the COUNTY'S
behalf.
6.4 The extent of liability is in no way limited to, reduced or lessened by the insurance
requirements contained elsewhere within the Agreement.
6.6 This indemnification shall survive the expiration or early termination of the Agreement.
ARTICLE VI
PERSONNEL
6.1 PERSONNEL
The CONSULTANT shall assign only qualified personnel to perform any service concerning the
project. At the time of execution of this Agreement, the parties anticipate that the following
named individuals will perform those functions as indicated:
NAME
FUNCTION
Stephen Smith
Member Manager, Project Principal
David Butler, P.E.
Project Manager
Alan Sadowsky
Member Manager, Data Collection/ROW Asset Manager
Don Hardt
Project Coordinator
Dave Bratton
Project Engineer
Mike Powell
Technical Support Manager
John Day
Field Support
Dave Rowland
Crew Chief
So long as the individuals named above remain actively employed or retained by the
CONSULTANT, they shall perform the functions indicated next to their names. If they are
replaced the CONSULTANT shall notify the COUNTY of the change immediately.
ARTICLE VII
COMPENSATION
7.1 PAYMENT SUM
7.1.1. The COUNTY shall pay the CONSULTANT in current funds for the CONSULTANT'S
performance of this Agreement based on rates negotiated and agreed upon and shown
in Attachment A. The Basic Scope of Services outlined in Attachment A will be
completed for the not to exceed amount of One Hundred Three Thousand, Four
Hundred Eighty -Four Dollars and Zero Cents ($103,484.00).
7.2 PAYMENTS
7.2.1 For its assumption and performances of the duties, obligations and responsibilities set
forth herein, the CONSULTANT shall be paid monthly. Payment will be made pursuant
to the Local Government Prompt Payment Act 218.70, Florida Statutes.
(A) If the CONSULTANT'S duties, obligations and responsibilities are materially
changed by amendment to this Agreement after execution of this Agreement,
compensation due to the CONSULTANT shall be equitably adjusted, either
upward or downward;
(B) As a condition precedent for any payment due under this Agreement, the
CONSULTANT shall submit monthly, unless otherwise agreed in writing by the
COUNTY, a proper invoice to COUNTY requesting payment for services properly
rendered and reimbursable expenses due hereunder. The CONSULTANT'S
invoice shall describe with reasonable particularity the service rendered. The
CONSULTANT'S invoice shall be accompanied by such documentation or data
in support of expenses for which payment is sought at the COUNTY may require.
7.3 REIMBURSABLE EXPENSES
7.3.1 None. Reimbursable expenses, including but not limited to travel expenses, are included
in the rates and pricing outlined in Attachment A; no additional expenses will be paid.
7.4 BUDGET
7.4.1 The CONSULTANT may not be entitled to receive, and the COUNTY is not obligated to
pay, any fees or expenses in excess of the amount budgeted for this contract in each
fiscal year (October 1 - September 30) by COUNTY's Board of County Commissioners.
The budgeted amount may only be modified by an affirmative act of the COUNTY's
Board of County Commissioners.
7.4.2 The COUNTY's performance and obligation to pay under this Agreement is contingent
upon an annual appropriation by the Board of County Commissioners and the approval
of the Board members at the time of contract initiation and its duration.
ARTICLE VIII
INSURANCE
8.1 The CONSULTANT shall obtain insurance as specified and maintain the required
insurance at all times that this Agreement is in effect. In the event the completion of the
project (to include the work of others) is delayed or suspended as a result of the
CONSULTANT'S failure to purchase or maintain the required insurance, the
CONSULTANT shall indemnify the COUNTY from any and all increased expenses
resulting from such delay.
8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of
VI or better, that is licensed to business in the State of Florida and that has an agent for
service of process within the State of Florida. The coverage shall contain an
endorsement providing sixty (60) days' notice to the COUNTY prior to any cancellation
of said coverage. Said coverage shall be written by an insurer acceptable to the
COUNTY and shall be in a form acceptable to the COUNTY.
8.3 CONSULTANT shall obtain and maintain the following policies:
A. Workers' Compensation insurance as required by the State of Florida, sufficient to
respond to Florida Statute 440.
B. Employers Liability Insurance with limits of $1,000,000 per Accident, $1,000,000
Disease, policy limits, $1,000,000 Disease each employee.
C. Comprehensive business automobile and vehicle liability insurance covering claims
for injuries to members of the public and/or damages to property of others arising
from use of motor vehicles, including onsite and offsite operations, and owned, hired
or non -owned vehicles, with One Million Dollars ($1,000,000.00) combined single
limit and One Million Dollars ($1,000,000.00) annual aggregate.
D. Commercial general liability, including Personal Injury Liability, covering claims for
injuries to members of the public or damage to property of others arising out of any
covered act or omission of the CONSULTANT or any of its employees, agents or
subcontractors or subconsultants, including Premises and/or Operations, Products
and Completed Operations, Independent Contractors; Broad Form Property Damage
and a Blanket Contractual Liability Endorsement with One Million Dollars
($1,000,000) per occurrence and annual aggregate.
An Occurrence Form policy is preferred. If coverage is changed to or provided on a
Claims Made policy, its provisions should include coverage for claims filed on or after
the effective date of this contract. In addition, the period for which claims may be
reported must extend for a minimum of 48 months following the termination or
expiration of this contract.
E. Professional liability insurance of One Million Dollars ($1,000,000.00) per occurrence
and Two Million Dollars ($2,000,000.00) annual aggregate. If the policy is a "claims
made" policy, CONSULTANT shall maintain coverage or purchase a "tail" to cover
claims made after completion of the project to cover the statutory time limits in
Chapter 95 of the Florida Statutes.
F. COUNTY shall be named as an additional insured with respect to CONSULTANT'S
liabilities hereunder in insurance coverages identified in Paragraphs C and D.
G. CONSULTANT shall require its subconsultants to be adequately insured at least to
the limits prescribed above, and to any increased limits of CONSULTANT if so
required by COUNTY during the term of this Agreement. COUNTY will not pay for
increased limits of insurance for subconsultants.
H. CONSULTANT shall provide to the COUNTY certificates of insurance or a copy of all
insurance policies including those naming the COUNTY as an additional insured.
The COUNTY reserves the right to require a certified copy of such policies upon
request.
I. If the CONSULTANT participates in a self-insurance fund, a Certificate of Insurance
will be required. In addition, the CONSULTANT may be required to submit updated
financial statements from the fund upon request from the COUNTY.
9.1
9.2
9.3
9.4
9.5
9.6
ARTICLE IX
MISCELLANEOUS
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.
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.
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.
NO THIRD PARTY BENEFICIARIES
Nothing contained herein shall create any relationship, contractual or otherwise, with or
any rights in favor of, any third party.
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.
CONTRACT DOCUMENTS
This contract consists of the Request for Proposals, any addenda, the Form of
Agreement (Articles I -IX), the CONSULTANT'S response to the RFP, the documents
referred to in the Form of Agreement as a part of this Agreement, and modifications
made after execution by written amendment. In the event of any conflict between any of
the Contract documents, the one imposing the greater burden on the CONSULTANT will
control.
9.7 PUBLIC ENTITIES CRIMES
A person or affiliate who has been placed on the convicted vendor list following a
conviction for public entity crime may not submit a bid on contracts to provide any goods
or services to a public entity, may not submit a bid on a contract with a public entity for
the construction or repair of a public building or public work, may not submit bids on
leases of real property to public entity, may not be awarded or perform work as a
contractor, supplier, subcontractor, or consultant under a contract with any public entity,
and may not transact business with any public entity in excess of the threshold amount
provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of
36 months from the date of being placed on the convicted vendor list.
By signing this Agreement, CONSULTANT represents that the execution of this
Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida
Statutes). Violation of this section shall result in termination of this Agreement and
recovery of all monies paid hereto, and may result in debarment from COUNTY's
competitive procurement activities.
In addition to the foregoing, CONSULTANT further represents that there has been no
determination, based on an audit, that it or any subconsultant has committed an act
defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has
not been formally charged with committing an act defined as a "public entity crime"
regardless of the amount of money involved or whether CONUSULTANT has been
placed on the convicted vendor list.
CONSULTANT will promptly notify the COUNTY if it or any subcontractor or
subconsultant is formally charged with an act defined as a "public entity crime" or
has been placed on the convicted vendor list.
9.8 MAINTENANCE OF RECORDS
CONSULTANT shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted accounting
principles consistently applied. Records shall be retained for a period of five years from
the termination of this agreement. Each party to this Agreement or its authorized
representatives shall have reasonable and timely access to such records of each other
party to this Agreement for public records purposes during the term of the Agreement
and for four years following the termination of this Agreement. If an auditor employed by
the COUNTY or Clerk determines that monies paid to CONSULTANT pursuant to this
Agreement were spent for purposes not authorized by this Agreement, or were
wrongfully retained by the CONSULTANT, the CONSULTANT shall repay the monies
together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running
from the date the monies were paid by the COUNTY.
9.9 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES
This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida applicable to contracts made and to be performed entirely in the State.
In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, COUNTY and CONSULTANT agree
that venue shall lie in the 16th Judicial Circuit, Monroe County, Florida, in the appropriate
court or before the appropriate administrative body. This agreement shall not be subject
to arbitration. Mediation proceedings initiated and conducted pursuant to this
Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual
and customary procedures required by the circuit court of Monroe County.
9.10 SEVERABILITY
If any term, covenant, condition or provision of this Agreement (or the application thereof
to any circumstance or person) shall be declared invalid or unenforceable to any extent
by a court of competent jurisdiction, the remaining terms, covenants, conditions and
provisions of this Agreement, shall not be affected thereby; and each remaining term,
covenant, condition and provision of this Agreement shall be valid and shall be
enforceable to the fullest extent permitted by law unless the enforcement of the
remaining terms, covenants, conditions and provisions of this Agreement would prevent
the accomplishment of the original intent of this Agreement. The COUNTY and
CONSULTANT agree to reform the Agreement to replace any stricken provision with a
valid provision that comes as close as possible to the intent of the stricken provision.
9.11 ATTORNEY'S FEES AND COSTS
The COUNTY and CONSULTANT agree that in the event any cause of action or
administrative proceeding is initiated or defended by any party relative to the
enforcement or interpretation of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an
award against the non -prevailing party, and shall include attorney's fees, courts costs,
investigative, and out-of-pocket expenses in appellate proceedings.
9.12 BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall bind and inure
to the benefit of the COUNTY and CONSULTANT and their respective legal
representatives, successors, and assigns.
9.13 AUTHORITY
Each party represents and warrants to the other that the execution, delivery and
performance of this Agreement have been duly authorized by all necessary County and
corporate action, as required by law.
9.14 CLAIMS FOR FEDERAL OR STATE AID
CONSULTANT and COUNTY agree that each shall be, and is, empowered to apply for,
seek, and obtain federal and state funds to further the purpose of this Agreement;
provided that all applications, requests, grant proposals, and funding solicitations shall
be approved by each party prior to submission.
9.15 ADJUDICATION OF DISPUTES OR DISAGREEMENTS
COUNTY and CONSULTANT agree that all disputes and disagreements shall be
attempted to be resolved by meet and confer sessions between representatives of each
of the parties. If no resolution can be agreed upon within 30 days after the first meet and
confer session, the issue or issues shall be discussed at a public meeting of the Board of
County Commissioners. If the issue or issues are still not resolved to the satisfaction of
the parties, then any party shall have the right to seek such relief or remedy as may be
provided by this Agreement or by Florida law. This provision does not negate or waive
the provisions of paragraph 9.5 concerning termination or cancellation.
9.16 COOPERATION
In the event any administrative or legal proceeding is instituted against either party
relating to the formation, execution, performance, or breach of this Agreement, COUNTY
and CONSULTANT agree to participate, to the extent required by the other party, in all
proceedings, hearings, processes, meetings, and other activities related to the
substance of this Agreement or provision of the services under this Agreement.
COUNTY and CONSULTANT specifically agree that no party to this Agreement shall be
required to enter into any arbitration proceedings related to this Agreement.
9.17 NONDISCRIMINATION
CONSULTANT and COUNTY agree that there will be no discrimination against any
person, and it is expressly understood that upon a determination by a court of competent
jurisdiction that discrimination has occurred, this Agreement automatically terminates
without any further action on the part of any party, effective the date of the court order.
CONSULTANT or COUNTY agrees to comply with all Federal and Florida statutes, and
all local ordinances, as applicable, relating to nondiscrimination. These include but are
not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits
discrimination on the basis of race, color or national origin; 2) Title IX of the Education
Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which
prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of
1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of
handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107)
which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and
Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the
basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention,
Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health
Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended,
relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the
Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in
the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990
(42 USC s. 1201 Note), as may be amended from time to time, relating to
nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 13,
Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national
origin, ancestry, sexual orientation, gender identity or expression, familial status or age;
11) Any other nondiscrimination provisions in any Federal or state statutes which may
apply to the parties to, or the subject matter of, this Agreement.
9.18 COVENANT OF NO INTEREST
CONSULTANT and COUNTY covenant that neither presently has any interest, and shall
not acquire any interest, which would conflict in any manner or degree with its
performance under this Agreement, and that only interest of each is to perform and
receive benefits as recited in this Agreement.
9.19 CODE OF ETHICS
COUNTY agrees that officers and employees of the COUNTY recognize and will be
required to comply with the standards of conduct for public officers and employees as
delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation
or acceptance of gifts; doing business with one's agency; unauthorized compensation;
misuse of public position, conflicting employment or contractual relationship; and
disclosure or use of certain information.
9.20 NO SOLICITATION/PAYMENT
The CONSULTANT and COUNTY warrant that, in respect to itself, it has neither
employed nor retained any company or person, other than a bona fide employee
working solely for it, to solicit or secure this Agreement and that it has not paid or agreed
to pay any person, company, corporation, individual, or firm, other than a bona fide
employee working solely for it, any fee, commission, percentage, gift, or other
consideration contingent upon or resulting from the award or making of this Agreement.
For the breach or violation of the provision, the CONSULTANT agrees that the COUNTY
shall have the right to terminate this Agreement without liability and, at its discretion, to
offset from monies owed, or otherwise recover, the full amount of such fee, commission,
percentage, gift, or consideration.
9.21 PUBLIC ACCESS.
The CONSULTANT and COUNTY shall allow and permit reasonable access to, and
inspection of, all documents, papers, letters or other materials in its possession or under
its control subject to the provisions of Chapter 119, Florida Statutes, and made or
received by the CONSULTANT and COUNTY in connection with this Agreement; and
the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of
this provision by CONSULTANT.
9.22 NON -WAIVER OF IMMUNITY
Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the
CONSULTANT and the COUNTY in this Agreement and the acquisition of any
commercial liability insurance coverage, self-insurance coverage, or local government
liability insurance pool coverage shall not be deemed a waiver of immunity to the extent
of liability coverage, nor shall any contract entered into by the COUNTY be required to
contain any provision for waiver.
9.23 PRIVILEGES AND IMMUNITIES
All of the privileges and immunities from liability, exemptions from laws, ordinances, and
rules and pensions and relief, disability, workers' compensation, and other benefits
which apply to the activity of officers, agents, or employees of any public agents or
employees of the COUNTY, when performing their respective functions under this
Agreement within the territorial limits of the COUNTY shall apply to the same degree and
extent to the performance of such functions and duties of such officers, agents,
volunteers, or employees outside the territorial limits of the COUNTY.
9.24 LEGAL OBLIGATIONS AND RESPONSIBILITIES
Non -Delegation of Constitutional or Statutory Duties. This Agreement is not intended to,
nor shall it be construed as, relieving any participating entity from any obligation or
responsibility imposed upon the entity by law except to the extent of actual and timely
performance thereof by any participating entity, in which case the performance may be
offered in satisfaction of the obligation or responsibility. Further, this Agreement is not
intended to, nor shall it be construed as, authorizing the delegation of the constitutional
or statutory duties of the COUNTY, except to the extent permitted by the Florida
constitution, state statute, and case law.
9.26 NON -RELIANCE BY NON-PARTIES
No person or entity shall be entitled to rely upon the terms, or any of them, of this
Agreement to enforce or attempt to enforce any third -party claim or entitlement to or
benefit of any service or program contemplated hereunder, and the CONSULTANT and
the COUNTY agree that neither the CONSULTANT nor the COUNTY or any agent,
officer, or employee of either shall have the authority to inform, counsel, or otherwise
indicate that any particular individual or group of individuals, entity or entities, have
entitlements or benefits under this Agreement separate and apart, inferior to, or superior
to the community in general or for the purposes contemplated in this Agreement.
9.26 ATTESTATIONS AND TRUTH IN NEGOTIATION
CONSULTANT agrees to execute such documents as COUNTY may reasonably
require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug -
Free Workplace Statement. Signature of this Agreement by CONSULTANT shall act as
the execution of a truth in negotiation certificate stating that wage rates and other factual
unit costs supporting the compensation pursuant to the Agreement are accurate,
complete, and current at the time of contracting. The original contract price and any
additions thereto shall be adjusted to exclude any significant sums by which the agency
determines the contract price was increased due to inaccurate, incomplete, or
concurrent wage rates and other factual unit costs. All such adjustments must be made
within one year following the end of the Agreement.
9.27 NO PERSONAL LIABILITY
No covenant or agreement contained herein shall be deemed to be a covenant or
agreement of any member, officer, agent or employee of Monroe County in his or her
individual capacity, and no member, officer, agent or employee of Monroe County shall
be liable personally on this Agreement or be subject to any personal liability or
accountability by reason of the execution of this Agreement.
9.28 EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be
regarded as an original, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing any
such counterpart.
9.29 Disadvantaged Business Enterprise (DBE) Policy and Obligation - It is the policy of
the COUNTY that DBE's, as defined in 49 C.F.R. Part 26, as amended, shall have
the opportunity to participate in the performance of contracts financed in whole or
in part with COUNTY funds under this Agreement. The DBE requirements of
applicable federal and state laws and regulations apply to this Agreement. The
COUNTY and its CONSULTANT agree to ensure that DBE's have the opportunity
to participate in the performance of this Agreement. In this regard, all recipients
and contractors shall take all necessary and reasonable steps in accordance with
applicable federal and state laws and regulations to ensure that the DBE's have
the opportunity to compete for and perform contracts. The COUNTY and the
CONSULTANT and subcontractors shall not discriminate on the basis of race,
color, national origin or sex in the award and performance of contracts, entered
pursuant to this Agreement.
IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly
authorized representative on the day and year first above written.
(SEAL)
Attest: AMY HEAVILIN, Clerk
By:
Deputy Clerk
Date: I b
(Seal)
Attest:IK
By:
Donald L. Hardt
Title: Manager of Client Services
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By:
Mayor/Chairman
IMS INFRASTRUCTURE MANAGEMENT,
SERVICES, LLC
Title:
END OF AGREEMENT
MONROE COUNTY ATTO�R,NEY
A ROVED AS Tt'��M: %
Y
NA ILEENE W. CASSEL
ASSISTANT CO NTY ATTORNEY
ATTACHMENT A
SCOPE OF BASIC SERVICES
COST SUMMARY
OPTIONAL SERVICES FEE SCHEDULE
i
l
IMS Infrastructure Management Services, LLC
1820 W. Drake Drive, Suite 108
Phone: (480) 839-4347 Fax: (480) 839-4348
www.ims-rst.com
Monroe County: Asphalt Pavement Evaluation and Management Services
Scope of Work
Task Description Activities Deliverables
1. Project Initiation, and Scope •
Definition
2. Network Referencing and
Inventory Development
3. Mobilization\Calibration
4. MicroPAVER or Selected
Software Protocols
5. RST Field Data Collection
6. Video Data Collection
Conduct meeting confirming scope, extent and content of
surveys, software, set milestones and deliverables
Confirm key contacts, roles and responsibilities, and
project documentation
Identify location of key data elements such as traffic data,
GIS, existing roadway inventories, historical data, and
pavement management data
Using the County's GIS centerline topology, existing road
inventory and staff input to develop a referencing system for
the Pavement Management Program.
Use block to block sectioning with a maximum distance to
break-up unusually long sections.
Link each segment to its parent GIS section
Obtain roadway attributes from the existing inventory and
GIS for functional class and traffic. Width, length, pavement
type and existence of curb will be collected by IMS.
Identify deficient data and the means to obtain it
Create survey maps for use by the RST and client review
Mobilize RST to perform surface distress, roughness and
rutting testing
Demonstrate the equipment to the County
Calibrate equipment
Review MicroPAVER or selected software protocols and
unique conditions that may prevail to the County's road
network
• Configure the RST's DDCRS rating equipment and data
processing methodologies
• Use an RST to perform a comprehensive surface condition
survey on all paved roads under the County's jurisdiction in
generally unincorporated areas of the County using single
and two -pass testing with MicroPAVER or selected
software protocols. Summarize data on a block to block
basis for approximately 306 test miles of road
• Collect continuous digital video using 3 high
resolution cameras (right front, left front and left rear)
• GPS and distance reference for video from all
cameras.
Technical memo detailing
scope of work,
budget and deliverables
Survey maps and mileage
for review and acceptance
Equipment calibration
documentation
Automated testing
protocols for
MicroPAVER or
selected software
Two pass testing on
divided roads with 4 or
more lanes of traffic.
Single pass testing on
remainder of roads
GPS and distance
referenced video for
QA/QC and digital
image extraction
IMS Infrastructure Management Services Monroe County, FL Page 1 of 5
Task Description
Activities
Deliverables
7. Video Data Storage
6 Store all videos indefinitely for possible future extraction of
IMS storage of digital
GPS referenced ROW assets
video or delivery to the
County for future ROW
asset extraction
8. Survey QA/QC and Width
0 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
9. RST Surface Condition
For each data stream (surface distress, roughness, GPS),
Laser, DDCRS and
Data Processing
aggregate and process the data at block intervals
video process data for
MicroPAVER or
selected software
formatting
10. MicroPAVER or Selected
0 Format data for MicroPAVER or selected software
Load RST surface data
Software Format & Load
• Develop a PCI score for each section
to MicroPAVER or
selected software
• Process data to the block level
• Complete QA of data
11. Digital Images
0 Extract Jpeg images at 25' intervals
Single image view at
25' intervals for
• Provide single view from right front or left front cameras
MicroPAVER or
• Include GPS reference and distance into a section on
selected software and a
each image
point shape file for GIS
• Load into MicroPAVER or selected software and viewer
• Create a point shape file for the County's GIS
12. GIS Viewer
• 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
• Include inventory attributes, test data, and condition
linked to the
MicroPAVER or
ratings
selected software
14. Implementation
0 Meeting to coordinate software implementation, testing
Meeting with County
coordination, analysis configuration and results
staff
• Address maintenance, pavement preservation and
rehabilitation strategies and multi -year funding scenarios
15. MicroPAVER or Selected
0 Provide current version of MicroPAVER or selected
Selected software with
Software
software with 3 seats or a site license
3 seats or a site license
in County's name
16. Software Training
0 Conduct a two day training session with County
Training sessions for
designated staff to operate and understand MicroPAVER
County staff and
or selected software and selected viewing tools
consulting services
IMS Infrastructure Management Services Monroe County, FL Page 2 of 5
Task Description Activities
Deliverables
17. Report Generation 0 Report Existing Condition of Roadway
Multiple reports with
both draft and final
• Consider multiple maintenance and rehabilitation solutions
versions
including no action
• 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
18. Project Management 0 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
Total
1
i Project Initiation and Scope Definition
1
LS
$5,000.010
$5,000.00
2
(Network Referencing & Inventory Development
306
T-Mi
$7.50
$2,295.00
3
;Mobilization/Calibration - RST
1
LS
$3,000.00,
$3,000.00
4
MicroPAVER or Selected Software Protocols
1
LS
$1,000.00.$1,000.00
5
RST Field Data Collection
306
T-Mi
$100.00
$30,600.00
6
'Video Data Collection (3 views)
306
T Mi
$10.00
$3,060.00
7
Video Data Storage .._
306
T Mi
$10.00
$3,060.00
8
Survey QA/QC & Width Confirmation
306
T Mi
$10.00
$3,060.00
9
_.....
RST Data Processing
306
T-Mi
$20.00
$6,120.00
10
WicroPAVER or Selected Software Format & Load
306
T-Mi
$10.00
$3,060.00
11
.Digital Images @ 25' intervals (1 views)
306
T Mi
$10.00
$3,060.00
12
GIS Viewer
1
LS
$1,000.00.$1,000.00
13
;MicroPAVER or Selected Software/ GIS Linkage
306
T-Mi
$25 00
$7,650.00
14
;Impl
15
..... .... .__
MicroPAVER or Selected Software
1
LS
$1,300.00
$1,300.00
16
Software Training/Report (2-day session)
1
EA
$5,000.00
$5,000.00
17
Report
1
LS
$10,000.00
$10,000.00
18
Proiect Management
1
LS
$7,219.00
$7,219.00
IMS Infrastructure Management Services Monroe County, FL Page 3 of 5
Optional Services — Fee Schedule
The following is a fee schedule for optional services to expand or enhance the base pavement management as part of
the initial pavement management implementation or as a future project.
• Dynaflect Mobilization & Calibration
$2,000.00
• Deflection Testing
$120.00/ test mile
• Data Processing (Deflection)
$25.00/ test mile
• Development of Structural Indices (3`d Party Software)
$15.00/ test mile
• Annual Report Update
$5,000.00
• Parking Lot Survey, Software/Report
$.25/sq.yd — Special Review
• Additional Software Training (on site)
$1,200.00/day + travel expenses
• Engineering Interpretation, Analysis, Special Reports
$150.00/hour
• Transfer of Historical Data to a New Program
$100.00/hour
• GIS Linkage
$25.00/ test mile
• Digital Images @ 25' intervals (additional views)
$10.00/ test mile/per view
• Viewing Tool (software)
$1,000.00 - $7,500.00
• GPS/Camera Extraction Set-up & AVI Conversion
$10.00/ test mile
• ROWMan Software
$2,000.00
• Master Asset List Development
$300.00 - $2,000.00
• Project Management
7.5% of Task Activities
• Asset Extraction Services (Unit prices per mile also available)
• Signs and Supports
$2.50/sign
• Sign Retroreflectivity
Special Quote
• Traffic Signals and Supports
$2.25/signal and/or support
• Light Poles
$1.75/pole
• Curb and Gutter
$1.75/curb block
• Storm sewer Inlets
$1.75/inlet
• Manholes
$1.75/manhole
• Sidewalks
$1.75-$2.25/sidewalk block
• ADA Ramps
$1.75/ramp
• Driveway Aprons (point asset)
$1.75/apron
• Driveway Aprons (linear asset)
$2.25/apron
• Hydrants
$2.25/hydrant
• Trees
$2.50/tree
• Pavement Markings (point assets)
$1.75/marking
• Pavement Striping (linear assets)
$1.75/block
• Guard Rails
$2.50/guard rail
• Medians
$2.50/median
• Ditches
$2.25/ditch
• Misc. Road and ROW Hardware
$2.25/asset
Curvature Adjustments for Linear Assets (GIS)
Special Quote
Budget estimates for ROW assets are more difficult to develop because of unlimited scenarios and unknown quantities.
Assets vary dramatically from agency to agency and district to district within the County depending on age, terrain, etc.
Since there are some advantages to extracting multiple assets during the extraction activity, IMS will assist Monroe
County in developing a budget by offering a cost per mile alternative, in addition to or in lieu of the cost per asset. We
will need the County to provide one or more scenarios that include the various assets or features that would be included
in the extraction process. We will then provide the County with a cost per mile to extract the additional assets. We
believe that this alternative can assist the County during a future budget process and eliminate surprises. If the County
has a good estimate of the quantity of some of their assets, the unit price per asset offer may be the best approach.
IMS Infrastructure Management Services Monroe County, FL Page 4 of 5
Proiect Schedule
Upon acceptance of the final scope of services and negotiated fee, IMS will schedule the field crews to perform the proposed
activities. We currently have two Florida projects scheduled for spring 2013 and will perform the Monroe County data collection
in conjunction with those projects.
IMS will use an RST to complete the surface condition survey within a 4 week period, weather permitting (laser measurement
and video cannot be collected in the rain). Data processing, QA/QC, GIS linkage, Jpeg image extraction and data load will be
completed within 60 days of completion of the field data collection.
Field testing, processing, data load and final report will be completed within the 18 week schedule. Project initiation, network
referencing and set-up may commence prior to the Notice -To -Proceed.
Project Initiation
Project Initiation77�7�7
Network Referencing/Roads List
?-
scheduled
upon
Field Surveys
receipt
of
RST Mobilization & Calibration
_
notice to proceed.
RST Field Surrey & Video
r:
Ij
CIA Check
Data Management
RST Data Processing, QA/QC
Digital Images
z
=
IN
GIS Linkage
`s
: �..
Data Format &Load
c!-'•.
a../:.,....._
Implementation
Sofirware Installation, Training
Reports
I L
Optional ROW asset extraction would be performed after the field survey and configuration of digital images. It would require a
longer time period depending on the number of optional ROW assets included in the project.
IMS Infrastructure Management Services Monroe County, FL Page 5 of 5