Item C01IWARD COMN-IISSIONERS
AGENDA ITEM SUMMARY
Imlewing Dwe: June 10, 2015 Divisionn: County Achninistrator
Bulk Itern- Yes 2jjj Tqo Staff Contact Pet -,on :Don De(3raw/Pectro Merca.do
AGENDA ITEM WORDING: Approval of a corrsuhing contract withTHC, Inc. to provide
engineering, consulting and other profes�,ional services Ibr the next phase of the Noine Innulmion
program at Key West Interricifional Airport,
ITEM BACKGROI)ND: A reqUe'A 1401- QUalificaMns "w adverti sect seeking t,oficitation'-' for
im[Aernentatimi of the next phase of the Ndw Insulmion prognun. SiaR my% gNen authorinakn to
negothae wkth the highem ranked firm, TF-IC Inc. The neggialbons have been comtkned and staff wid
Tf-IQ Inc. have remled agreement on the contract terms.
1"REVIOUS RELEVANT BOCC ACTION- Authorized staff Lo issue the notice of competitive
solicitation at the Deco mbeT 10, 2014 BO(.("- meeting, authori,sed stafftc) negotiatea contract with the
1110St ClUalifiCd responclem not the Nlarch 18, 2015 BOCC meeting,
CONTRAC17AGREEMENT CHANGES:
N/A,
STAFF RECOMMENDATIOPX
Approval
TOTAL (A)ST: See rates in attached couitract BUDGETED: Yes XX No
COST 11) COIXTY: I
L.... SOURCE OF FUNDS: FA,. -. FDOT. & Aiq)ort D
REVENIJE PRODUCING: Yes .Po XX AMOUNT PER MONTH . .............................
APPROVED BY: C!LlntyAtt~y. 0MB/Purcha,,ingCh Risk Managernera.
DOCUMENTATION: Inch-ided XX Not Required -
DISPOSITION: A G E N DA ITEM #
ONR E COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract #
Contract with: THC, Inc. Effective Date: 6/10/2015
Expiration Date: 6/30/2020
Contract Purpose;Description: Consulting Contract with THC, Inc. to provide engineering, consulting and other
professional services for the next phase of the Noise Insulation Program at Key West International Airport.
Contract Manager: Don DeGraw # 5200 Airports - Stop # 5
(name) (Ext.) (Department, Stop)
for BOCC meeting on: 6/10/2015 Agenda Deadline: 5/2612015
CONTRACT COSTS
Total Dollar Value of Contract: See Contract rates Current Year Portion: TBD
Budgeted? Account Codes: Anticipated/pending Grant Approval
Grant: FAA 90%/FDOT510
County Match: 50Q
ADDITIONAL COSTS
Estimated Ongoing Costs: For: .
(not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Changes
Date In
Airports Director
Risk Management
O.M.B./PurchasingG 10?a/ 15
County Attorney --J'i f1l
Comments:
Needed Reviewer Date Out
Yes No
D n G ra �
r Ri k Manage ent
4 or QM
County AtteFmy
MASTER AGREEMEN'I" FOR PROFESSIONAL SERVICES
BETWEEN THC, INC, AND
I . . . ....... ................................................................. ............. ........................
IT TOE COUNTY. FLORIDA
THIS MASTER AGREEMENT is entered into this I()"' day ofJ One 20 15 by and between
Monroe County. a political SUbdivision of the State of Florida whose address is 1100 Simonton
Street, Kct West, Florida 33040 (hereinafter called "COUNTY t,and 'ITIC', 111C_ 41 SUb-Chaptei
S Corporation aUthOrii.ed to do bllsiness in the State of Florida. whose address is 1755 North
Brown Road, 1_a%%renceville, Georgia 3004-3 (hereinafter called "CON SU L"I"AN-F-1-
1, SCOP11 01' SERVU-1ES
ri projects as aL1thOriZxJ from
CONSf' 'U'l-AN"I" shall mu-nacyc and ii element, noise mitigation pi
time to little by Professionial Service Orders in and al-OLInd the noise Impacted areas in close
proximity to Key West International Airport, CONS ULTANTshall specifically petforru all tasks
to an acceptable level of effort set forth in the Project Scope, which is attached hereto a,;
Appendix A, "I"he COUNTY. to Initiate perforrilamCC under this Agreement, -shall issue an
Individual Professional Service Order to the C'ONSUL"I'AN"I" for each phase of the noi,"e
mitigation program, Each Professional Service Order will be agreed to form and content between
the C.'(.)I..JNTY and tire NSULTANT, and initiated via a Notice -to Proceed with Services, All
tasks described in each Professional Service Ordev will be perforrited by the CONSUI.JANT via
the mllll)-sLlfn contract format unless the Professional Service Order sets forth an alternative
payment fornlat. Professional Service Orders arrest be executed by COIJNTY and
C'ONSUL'I"ANT authorized representatives as set forth in the Agreement. In Drovidincy services
Under this Master Agreenlent., and all associated Professional Service Orders, the
CONSUL"I"ANT shall report directly to the Airport Noise Mitigation Program Coordinn(Ol'. M.
Deborah Murphy-I_a,gos. The CON.SIJI.A_ANT shall, upon receipt oil' each duly executed
Professional Service Order, perform the work described in the Professional Service Order in
accordance with Appendix "A" as rimy be required in said Professional Service Older.
2. STAFFING
CONSUI-TANT'S ernployee,, enumerated below arc to be assigned to the project:
I Mr. Steve Veccm - Ehrector Of Sound Insulation Programs, Mr. Vecchi will provide
overall program consultation and guidance io the C'OUNTY and the t.-onsultant, tearer. Mr. Vecchi
will travel to Key West for �Iiriou,, Irreetings, consultant team coordination and planning
sessions,
2, Mi% Ed Rogers -- C'onstruction Mana-er, Mr, Topers will serve a,, the Coil struct ion
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Manager and travel extensively to Key West for on-sne work, Mr. Rogers will also provide
,,ervices to the project while away from Key West,
CONPI tP"I' "I' shall not replace the above named persons without the prior aggro V-1 Of
a
COUNTY. It' a successor to one of the assigned persons cannot be mutually agreed upon,
COUNTY shall have the right to terminate this AC,-reement upon thirty (30" days' notice, Any
tD
replacernent of other hsted personnel Shall be by lierson.s ofeClUal (ILU.11ifiCatlOas, which sharp be
attested to by CONS ULTAN"I', The above named persons shall be required to give this
contractual oblicyation top priority, CONSULA'ANT shall provide, at its, own expense, all
personnel reqUired in perfOFu1il1,c:y, the service.,, under this AgreernellL. Such personnel shall not be
en,ployees of, or have any other contractual relationships with, the COUNTY,
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-1 DATES OF P1,1111FORMANCE."
The term of this AGREEMENT shall be 5 years. cornniencing on July 1. 2015 anG tcrrrrirrrrtins
on June 30. 2020, The term niaV be exten.ded fr)r two (2) additional five (5) vecri ter nis at the:
COUN'I"Y's sole discretion. Performance on assigned task s shall commence upon receipt ll� the
h, CONSULTANT ofa Profe,,lonal Service Order, The CONSUI-TANT ac'-ilow led aes th'a tile
COUNTY will not be required to -issue any given P1701'essionul Set -vice Order to the
CONSULTANT instil receipt offederal and state grant funds and at the ('1I
0UNTY'S discretion.
4. COMPF.ASA11ON
The 'ON SUIJANT will perforin the services described in each individual professional Service
Order- for the Lump -Sari Amount agreed to bit the COUNTY and the CONSLJL.,TANT irulle,,,s
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the Professional Service Order sets forth an alternative payinent format),This lump -sum amount
for each Professional Service Order represent,; a not, -to -exceed aniount which includes tire
CONSULA"AN"I'S professional fees and associated expenses for the completion of the project
scope associated with each individrull Professional Service Order. This hJulp-SlAol atOOLlat also
includes all sub consultant fees and associated expenses, COUNTY shall pay the
CONSULTANT upon CONS LJL.,TANT'S percent of completion of tasks identified within each
Professional Service Order,
In case Of termination of the contract before completion of" the work, the CONSULTANT will be
paid only Ror file work completed as of the date of termination as determined by the COUNTY,
4. o BILLING
("'ONSUL"FAM" shall provide COUN`FY with monthly billings which shall include, but not be
limited to,
the followirIL.
A, Percentage completion of each task performed to date,
B, (3yeneral task perRonned,
C, A summary of the amount of the rnonthly bill des4imired to the , ut) -co n still arn and DBE
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firms, and a total to Gate designated to those firm,,,
Where a Professional Service Older specifies all -alternative payment format, the Consultant shall
Submit to the County an invoice with supporting documentation accept.able to the Clerk.
Acceptability to the Clerk is based on generally accepted accounting principles and such lavs:,
rules and regulations as may govern the Clerk's disbursal offurlds,
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1;
; . OWNERSHIP OF DATA
Upon C10111pletiOn Of the work or upon termination of the Aareen-lent, it il, Undermood that all
cornpleted or partially completed data, drawings, record,,,, COITIPLItation,,, survey information, and
all Other material that CONSULTANT hays collected Or prepared in carrying out this Agreerrient
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stiall be provided to and become the exclusive property of COUNTY, Therefore, any reports,
information, and chaa (Merl to or prepared or as,,cnibled by under
Aorcerrient ,hall not he made available to duV inchNmulal Or 01-2,1111/,'Ltion, ba ("ONSI..;7LTANT
without the prior apprr)al ofCOfJNTY,
Nra reports, rnaps, or other (10CUrnents produced in whole or Itk part under this Agreenient,,Ilali be
the subject of un application for copyright by or on behalf ol'CONS ULT; NT.
6. REPORTS
CONSULTANT shall provide written T) rolg re, s s reports to COUNTY 0n a monthly N.v;i,� cq, a,s
directed by the C0t.JNTY.
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I , AMA"I'AND INSPE( _`110N OF RECORDS
CONSULTAN"I' ,hall maintain all books, record.,,, tnd docunlents directly pertinent to
performance under this A'areenrent in accordance with generally accepted account . ing principles
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consistently applied. Each party to this Agreement or their authorized representatives shall have
reasonable and firriely access to SLICh records of each other party to this Agreement for public
records purposes during the term of the Agreement and for four (4) years following the
terrilination oil' this Aureernent- Such Inspection rights shall not extend to CONS UL"I'ANTs
proprietary information. If an auditor employed by the COUNTY or Clerk of Courts deterrriirres
l
that monies paid to CONSULA"AN"I' pursuant to thi,, Agreement were spent for purposes not
authorized by this Agreement, tire CONS IJ1.,TANT shall repay the rnorfies together with interest
calculated pursuant to Sec. 55-0.1; FS, running from the date the monies were paid to
CONSULTANT,
8, AFFIRMATIVE ACTION
The CONSULTANT assures that it will undertake an affirmative action program as
required by 14l CFR Part 152., Subpart E, to insure that no person shall on the grounds of race,
creed, color, national origin, or- sex he excluded from participating in any ernployrnent activities
covered in 14 CFR Part '152, Subpar!, E, Tire CONSU'l-TANT assures that no person shah be
excluded on these grounds frorn participating in or receiving the services or benefits of any
program or activity covered by tlai, .subpart, The C( NSULTANT assures that it will require that
its covered sub organizations provide assurances to the, CONSULTANT that they similarly will
undertake affirirratwe action programs and that they will require assurance,, from their sub
organizations, as required by 14 CFR Part 1_52, Subpart E, to the same effect,
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9, DISADVANTAGE'D BUSINESS ENTERPRISE.SUBCONTRACTOR GOALS
1"he estabh,;hcd DBE' ,oat for this contract is I 1.41:�::. . Should any DBE subcontractors be US'ed 011
this contract, file sutwontractor's name, address. type of work performed and Subcontract amount
shall be reported as part of the project close-OL11 documentation. In accordance witir these casak,
a J z:1 ' the contractor shall ensure, to the best of its ability, that DBE companies haNel the maxialUrn
Opportunity to participate in this fnxijecsl
10, NONDISCRIMINATION
Consultant aurees that there will be no discrinlinatior! ZIGninst ariv pcison, and It is exr)re,,sly
Understood that upon a determination by a court of coninctentjUri.,,diction that cli5criniinarion Ila,,
occ,t.irred, dais Acyreenient automatically terminatC, WithOUt anv further action on the part of any
party. effective the date of' the court order. Consultant agree,, to comply with all Federal and
Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination, 1"hese
include but are not limited to- 1) Title VI of the Civil Riaht,, Act of 1964 (PL, 88-352) whicil
prohibit" okcrinlination oil the basis of race, color or national oricgin,, 2)"Title IX of the Education
Amendment of 1972, a,, amended (20 USC ss, 1681-1683, and 1685-168fir, which prohibits
discrimination on the basis of ,,ex; 3) Section _504 of the Rehabilitation Act of 19"1173, as amended
(20 USC s. '194), which prohibh, di-scrin-iination on the basis of huncficafi,s; 4) The Acye
Discrniiination Act of 1975, a-, amended (42 USC sv, 6101- 61fly) which prohibit,, discrimination
on the basis of aae, 4;) The DruZ-1 racy Abuse Office and TreattAc 'nerit t of 1972 (PL, 92-255), a",
1 1 -',
amended, relating to nondiscrinimation on the basis of drUE abuse- 6) The Comprehensive
Alcohol Abuse ant] Alcoliolisni Prevention, Treatment and Rehabilitation Act or 1970 (PL 91-
616), amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)
The Public lleafth Service Act of 1912, say. 523 and d27 42 [JS('-' ss. 690dd-3 and 290ee-3)5 as
amended, relating to confidentiality of alcohol and drug abuse patient records, 8) Title V111 of
the Civil Act of 1968 (42 USC' s. et seq,), as amended, relating to nondiscrimination in the
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salerental or financing of h0Usin2: 91 The Aniericans with Disabilities Act of 1990 (42 [JSC s
121 0 t Note), as maybe amended from tirne to time, relating to nondiscrimination on the basis of
disabilitv; 10) Any other nondiscrimination provisions in any Federal or state statUtes which niay
apply to the parties to, or the subject matter of, this Agreement,
11. INDEIMNIFICATION
Notwithstanding any nunin'11,1111 i1TUr,,mce requirements prescribed ekewhere in this Agreenient,
I — Consultant will defend, indemnify and hold the County and the COUnty"S elected and appointed
officers and emplovees haFulle,,q from and a2arnsl irriv k, "i) clairns, actioris or cai.ise�v of action, 'ki. J it
iniv liticyation, administrative proceedings, appellate proccedings, or other proccedings relaLma to
any type of finch injury inJ , din- death). loss(hatilacn,. . re, fine, pe1.1ty 01JAIsn"IeSS interruption, and 11,iii)
, U any corsts or expenses (including. without limitation, cots of renlediation and costs of additional
security Inec[SUres that, the Federal Aviation Adriunktration, the Transportation Security
Ach-ninistration or any other governmental agency reCILUres by reason of, or in connection with a
violation of ans, 'federal law or retullation, attorneys' fees and costs, court costs, fines avid
penalties) that mac,' be asserted against, initiated with respect to, or sustained by, any inderranfied
party by reason of, or in connection, with, (A) the ne-licrence or willful misconduct of Consultant
Or any of' its ernoloyees aaents, contractors or- other invitees, or (B) default in
respect of any of the obligations if at it undertake', under the ternis Of this Aareernent, except to
the extent the clairn,, actions, causes of action, litigation, proceedings, cost,, or -expenses arise
from the intentional or sole, negligent acts or ornissions of the County or any of its employees,
agents, contractors or invirees (other thini ConSLI11alut), Insofar as the claims, actiona, CLILISC�, Of
action, litigation, proceedings, coqis (:)I, expen,,es relate to evera'S, Or CH'Clallsiallce's drat occur
dUrillcr the terni of this Aareernerrs, this Wctrorl w ill SLII-ViNe tire expiration of the term (if thi,,
Agreement (:)I, cury earlier ternitnation ol'this Agreement,
12, INSURANCE
The CONSLil-TANT FLUchase and maintain policie,, of' in,,urance and proof' ofI'Manciall
ponsibility to cover costs &w, ni-a"", al-i"c I'l-Oln, Chinn', Of [Oft, SUALHC', and benetll, Under
Workels' C'ornpens al ion laws, w, respect.", damage to per sow, or property and third parties in sLICh
coverage, and alll()Lluli� &, required and approved by flie COIJNTY Risk Marrager, Acceptabl.-
0
pl'OOf Of SLICI-I coverages shall be furnished to the COIJNTY Risk Manalgel pi-lor to Services
�n
commenc,ed Lin(Jer this a2reerrient,
The, CONS UL.,TANT shlll provide evidence of the followinic,tD coverages and 11fillunUln MIMI Urut.s.
Worker's Compensation
Prior to the cornmencerrient of work Loverned bv lhi,, Ailreernent. the, CONSULTANT shall
obtain Workers' Compensation Ill',Urance with limit,, sufficient to re! fond to Florida Statute 440.
Employers' 1,iability
In addition, the CONSL)TLTANT r,hall obtain Employers' Liability Ins urance vvirfr lirruls Of not
less than:
S 1,000,000 Bodily Injury by Accident
S 1,000,000 Bodily Injury by Disease, policy liars
$1,000,000 Bodily Injury by Disease, each employee
Coverave shall be maintained thrOUL-1101-0, the entire term of the Erect rent.
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'overage shall be provided by a company or COITIPanies authorized to transact business in the
State of Florida and tire company or cornpame tv,.t maintain 21 111111.11111LIm rating of A -VI, as
w,signed by the A.M. Best Couipany,
11' the CONS UL.,0TANT flas been approved by Florida'i, Department of L_atlor. w, an authorized
1- T selF insurer, the COUNTY shall recognize and honor the CONSULTANT's IALIRI�. he
CONS J..TL,TATel T niav be required to SlAbulit a I-etter of Authorization issued 'by the Department
of Labor arid a Certificate Of InSLIrance. providing details on the Contractor's Excess Insurance
Prou0rarri,
It' the CONSULTANT particiftates in a sedinsurarme fund, as Certificate Of Insurance v, ill be
reqWred. In ad&04 ihe CONSUI-TANT may be required to �Ubtrfit updated financial
.statements from the fund upon request fronii the COUNTY,
General LiabHhy
Prior to the commencement of work governed by thk Agreement, the CONSULTANT shall
obtain General Liability Instrance. Ccuenge %hall be rnsinmine(.1 throlughorn the life of' (fie
C01111,Wt arid include, a� a mit-firnurn,
Operafiorr�
9 Products and Con-iffleted Operation',
a Blanket Contractual Liability
0 Pei-or)rnd Injury L.Jabdity
0 Expanded Definition of Property Darnage
The ninknurt limits acceptable shall be:
S1,000,000 Conibined Single Lit -nit (CSL)
If split 10-tin are [wovided, the minimum INK acceptable whall Inc:
S 500,000 per Person
$ 1,000,000 per Occurrence
$ 100500 PnVeny Darrwge
An Occurrence Forin policy is preferred, If' coverage is Inovided on a Clairns Made policy, its
provision% should WcUrds; coverage for claims -filed on or after the effective date of this contract,
In addition, the p0od for which clainis may lie reported should extend for as n-finimurn of twelve
(12) monflis following the acceptance of work by the COUNTY.
The Monroe County Bomd of Clouray %had be riarned as Additional Insured orl
all policic� issued to satisfy the above requirenicriv,,,
Vehicle](Jabillity
Recogni2ing that the work governed by this Agreenient require% the u%e of velicles, die
CONSULWANT, prior to the cornmencernent of work. shall obtain Vehicle I-ia.bflity Insurance-
Covemge shall be maiMaked thrOUgh0Ut the life of the contract and include. as as nnuirullol,
liability coverage for:
6 Owned. on Owned,,inn Hired Vehiches
The mininturn, hinUR ameptable shall be:
$1 .000,000 Corribitied Siri.,-)Ie I irint ((.-SI..,)
If split liniks are provided, the rnininiurn limits acceptable shall be:
S500,000 per Person
S 1,000,000 per Occurrence
$100,000 property Damage
v
The Monroe County Board of County Colurnk�,iorrer,, ;lrall be nanied is Addflionr.d Insured on
Lill policies issued to sutisfv the above reqUirements.
Pt-ofessional Liabifit�
Reco,cmizinu that the vork cyorerncd bv this, ALm-L,ement involves the fUrnkhn12 01' UCkiCC Or
,,er%ices of a pmfes,,ional 11,10-ire, the CONSIJLTANT shLdl PLH-Clld�,C and maintain, thrOUghout
the life of the Agreement, Professional Liability Insurance wil-ch will respond to darnage",
resUltincl fl-0111 ",111V Chihli arklais OUt of the performance of profesJorud service� z oi- ,.my error o!
onli"sion of the CONS UL'I'AN'T" arising out of work uoverned by this Agreement.
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'I'lle Illinimurn liran,� of liability shall be:
1,0004000 per Occurrence/32.000,000 Aggregate
C,
The COUNTY shall be named is ,in additional iWUred a,,, their intercsumay appear as rc,,pect,,,
the ,ervices provided in Agreerrierit, A thirty (30) day written notice of cancellation. non
renewal, or material change shall be affo,ded, to the COUNTY.
The insUrance specified above shall be placed with an A rated carrier per Best',, GU Rating g ide
approved to do business in the State of Florida. Any deviations or waiver of required coverage,,
or miniML1111S shall be SUbmitted in writing amd apl:noved by the COUNTY Risk Manager w, a
condition of this agreement, Waiver,, may be Egranted when SLUT11,11, line,,, and specialty carrier-,
are L11,ed,
A Certificate of Insuritisce shall be subrilitted for review to the COUNTY for each succes"ivc
period of coverage for the duration of this agreement,
13. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS
The ConsUltant shall evidence satisfactory corriptnince for Unerriployrilent Cornpensation
and Social Security reporting as required by Federal and Star-. laws,
14, PROFESSIONAL LIABILITY - ADDITIONAL PROVISIONS
'I"he Con,,ultant afire to provide additional information on their professional liability coverages
zn t.�
as respects policy tyr)e, 'i.e,, errors & oillissions for C011SUltants, architects, and/or engineers, etc,,
applicable retention levels', coverage form, i.e., claims -made, OCCUrrence; discovery clause
conditions, and effective, retroactive and expiration dates, to the COUN'lY Risk- Manager as
may be rearrested to obtain approval as respects thisec
tion. ction.al ofcoveracre"
It is understood and agreed that coverages which appils to the service', inherent Jn this agreement
agreed
aafter corripletion of all work conternplated in this prot it
tec'
will Ile extended for two f-) ers y
-itten on a ch:irrns made basis-
coVeraile is wi
1,
The con.sultilrit shall certify cull make available loss infornia,tion front any hil'urer it', to any
-aryes in effect for the past
claims filed oF pendin1c, itgainst any and Lill Professional lilahility covet
file (5) is requested,
, T lie Corist] It ant sI rall certi I'll, to IT Ifts I I n tine Owne r nt, tril, c I airris ftlecl for ei o3l -,, anc� omis,i0all that
Ill pUrsil-1111t to the \1, ork within teal I ( M days of notice
mav be COVCreG Under prof-l-,sional coverailf,'
oil' the occurrence or claim filitiC� ll whichever ill S(X)ucr,
Dell iatiom, and waivers may be ieqUCste,d in �:,itting halve on mlit-fact condition� to the COL JNI'Y
Risk Manaiger, Appriwal shall be given In writing of any acceputble deviation ot waia.,e, to the
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C-on sul toint prior to the Consultant effecting Carty chan1ge in conditions aa:x= contained In this sciction.
Wiuver,,; shall not be Lindrily widifield nom- derned without consultation with the coi-ailtant.
It is understoc)(] and am-eed that ille Consultant will obtain infortrunion oil tile pnsfe"sionai
0
liability coveraue� of all sub consultants and/or sub -contractors in the sarne forma as specified
above, as applicable and irciillonable, For review ofthe Owner,
NOTE Prof'e�,siorial halsilitv will lie required for Architecturou and EnTTineerino desian arld
SLIP-I-ViSiOn, If the principal C011SIAlfing firm is not cligible for this coverage, the principal
consulfino0 firm shall disclose the sub-COnsUltant, who will perforrn the Architectural and
Entyineerin- d-sion work and evidence the existence of professional liability c.overalcre,, for Such
4n 1, c
SL1b-00n,SLIlta-1lrS as respects this SeCtu)[-L
15. TERMINATION BY CONSULTANT
CONSUUFANT may, at its option, Leri-ninine this Agreement upon the failure of the COUNTY
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to Pay any uncontested ari-iount vslliclr may become due hereunder for a period of forty-five
days followiruz submission of appropriate billing and 'llipporting documentation, Upon said
terruiriation, CONSILI'l-TANT shall be paid the cortipensation due for all services rendered
throu-It the date of termination includina any relarnage,
16, TERMINATION BY C0`UN`]['Y FOR VIOLATIONS BY CONS UL"I'ANT
11' CONTA S LJ I-NT faill, to fultill it,,, olshaafina
nd nder re drip, Agernern in as timely o-)ror ei-
r,
manner, or violate,, Luiv of its provisions, COUNTY shall thereupon have the right to terminate it
by lwins thirty 00) slayswritten notice oil' termination oil' contract. ipecifying title alleged
violations and effective date of termination, It shall not be terminated if. Upon receipt of the
Q
notice, C( NSUL.TANT proti)ptly cures the alleged violation prior to the end of the thirty (301)
day period, In the event of rerniination, the COUNTY will only be liable for services rendered
throuilh the date of tern-iination and not for the untcorropleted portion, or for any materials 01,
C
serx-ices purchased or paid for her CONSUI TANT for use in corripleting the A,greenlent.
A 1 PF -W CONS 'LTAN 1 " INDEPENDE'. "" " NSU I 'T
Nothing contained in din Agreement shall constituw or be conmmed to create as prulnerstup or
joint venhwe between (COUNTY or A nuccessors or assignee, and (-'0NSfjl.Y%NT or its
SUCCCSsOrS or asugm. In entering into this Agreement, andl in acting in compliance hevewith.
(IONSIjUrma is at Edi limes acting aaaaal performing an an imlependent contractor, duly
aUdiorized to perform the acts required of it hercurider.
IS. 0! ! (if 1 NIJE1 "': i 1 U021 T L, CITI L14CI
Tile Conslu'lant hall not nYign Or Subcontract its obliganonn, in their mairely Undei thh,
agreernent, c',xcept in writing and %% dh die prior written approval of tile Board 01' Casa LRY
(loin ini nsionw, of Monroe (-'oumy, wh1h approial whall be NUbjCCL 10 nUCh conditions Luld
provisiorr, as the Board may deem necesavy. This paragriLph nhadl be incorporated by reference
hito any assignment Of Subcontract Laid any asnipme or Adlicontractorthall comply svuh all of the
twovi-sions of this agmenient. 1-h-desw expressly provic1d For therein, nUch approval shall in no
manner or event be deemed to impose any addidonal obligaUon upon the boaah The Imullibitimi
against Lowignment. or subcontracting shall not apply in Use inwatices where the AnStAtant
contracts as wub-conwhant to perR)nn a ponkn offliC COunLlltWWS obligskm under the to of'
the agreement.
19, PROHIBITED PRACTICES
(CONSULTANT during dw period of this contract shall not hire, retadlor ritifize for
conjenwahn any member, office, ol; enitdoyee of COIJNTY or any person who, to tile
knovAedge of (IONSIXTAIS11% has as conflict of interest,
01 NoTIC31S
Notices pro is For in has Agmemem Aall be sufficient if sent li� (lerfified or Regi,,tered Mail,
postage prepaid, addressed to:
jgSC-xOmUjNVTTY
NO Deborah Murphyl-nigm,
Airport Noise Mitigation Program Coordinator
4636 Alisa Circle NE
Saint Petersburg, FL. 33703
And
[)on DeGravw
Director of Airports
3491 S. Roosevelt Boulevard
Key Wem, FL, 33040
Joe X (Carroll
President, "I'HC, tile,,
1755 Noah Brown Road
Suite 125
Lawrenceville, Georgia, 30043
respective addre,,i;e� s the parties im y designate to cacl-i other in writnis: 1rorn
or to such othei a,
time to time,
21. GOVERNING LAW, VENUE. INTERPRETATION
This Acrecrolent shall be ariverned by and constrUed In accordance with the law,, of the State
of'Florlda applicable to corarao,"'is inade arld to be perfornied entirely in file State.
In the event that an} CdL11,e 0[` action oi- adminlitrative procceding ii, inSfiLLIted for the
er 3ULTANT agree tuat orcernent or interpretation (if' trn,, Agieernent, file COUNI'Y arid C'ON§ z1_
XCaLIC Will lie in tile LIPP roph one COLIN, ran.before the anpplx_)prn,ae adinku body in Monroe
in
The COUNTY arid CONSUTAN'r agrec, that, ill Ille evern of conflictina interpretations
ol'the term, or as term oil' thi,, AL,,recrnent by or between an\ Of thoZI-11 111C ilSLIC Q11,111 b-c 'All-irnitte,11
to mediation prior to the iultitt,nion o17 only other adillinistnative or le sal procee�dn(r
pro SEVERABILITY
11'any terin, covenant, (,,,on(:i:.! ion oi- pro,, isn:)n ot, this Agreement (ror ?lac application thercoll to otliv
cirCUrnSti'laCe or person) shall be declared invalid or unenforceable to any extent by as COL111 Of
c0lupetent juriidiction, the renlairiiray, terms, covenant,,,, condition,, arid pyovkionli of' thi,,
A2-eervicirt, ,,hall not be affected therelly- and each reniamincy term. ci.)�enant, condition and
provision of- 0-fis Aareerrient shall be valid arid shall be eriforceable to the lrdle,,t extent pen-nitted
by law UPICsS the enforcement of the remainma terrors, covenants, cond . itions and provisions of'
thk Agreerrient Would prevent th.- accomplishment of the ori'ainal intent of this Acreenwrit, 'The
COUNTY and CONSULTANT agree to reforns tire A,-'reenlent taa replace any stricken provision
with as valid provision that come,,,, as close as pos,,ible to the intent of *tire stricken provision,
23). ATTORNEYS FEES AND COSTS
T'he COUNTY and CONS U LTANT aaree that in the event anv CriLlSe Of action or administrative
procceding is initiated or del'ended by arty party relative to the enforcement or interpretation oi'
this Agreement, the prevailing party shall be entitled to rewonable attorney',; tees, court costs,
In
inoamst the non-pravailimy f:a rty, and shall
ve,�,tigative, arid cart-of'lllet expen,,es, ocas air award ag 0 It -
include attorney's fees, courts costl,, inve,,tigative, and, out--of'._pockei expense�, in appellate
p t1. ed arid conducted pUrsuant to to is AgreeIrnent shall lie
oceedingas, Mediation proceedings initrart Al
in accordance with the Florida Rules of Civil Procedure and t,v;rial and custonlary proceolure"
reqLfirCC1 by file Circuit Court Off Monroc County
2 4 �--t. BINDING EFFECT
The t.-n-M, covenant�, conditio,W,., arid provision,, of'thl,, Agreement shall bind and inure to the
beriet'it of the COUNTY and CONSULTANT arid their respective legal representatives,
Sticces,orss and assigns,
25 AUTIR)RIFFY
Each party represents and warrants to the other that tire CXMIti0a, delivery zinc[ perforrviance of
this Algreernent have been duly authori7ed by alf nec�, c�ary COUNTY Lind coi-porate actionas
recti.dred by law,
26, 'ADJUDICATION OF DISPUTES OR DISAGREEMENTS
COUNTY and CON' JI-1-ANT 11VC thdi 111 CIVJ)U[Cs di ld disagreementt shall he attempted to
be re,,ol%ed 1)v racer and confer se,,rions between reprcsentafi,,e� ol'each. of fit(, p,vriics. If no
resolution Can be aore'ed upon within 30 days after the First inn and confer SC,SiOn, 'the i,�Lle 01'
it,,,tues shall be diSCUs,,ed Lit U pUblic meeting of the Board of County ConurrisJoners, It' the Iskirle
or i�,sues are still riot resolved to the safisf."Action of, the Panics, then any party Oddl hive t-he right
to seek Stich refiefor remedy as mcoly be provided by, this Agreement or by Florida law,
27, COOPERATION
In tire event anv achninistralive or legal proceccling P, HisLitUtCd al-ainst either party relating its try't-1 tD
formation, execution. perfrm,mance, or breach of this Agreerrient, COUNTY and CONSULTANT
aura e to participate, to the extent ieqUired by the other party, in all proceedings, hearings,
procest,es, meetings, and other acliVitic', related to the sUbstance of this Aareernenr or provision
of the service.,, ruider this Agreernern. COUNTY and CONSULTANT specifically agree that no
party to this Agreement shall be required to enter hit,,) aria arbitration proceedin-, related to thit,
Agreement,
C�
28. COVENANT01", NO IN11'M[I'S'I`
COUNTY and CONSULTANT covenant that, neither presently has ants interest, and shall not
acquire anv irflere,�L Which WOUld conflict in any manner or dearec with its performance under
I - 0
this Agreement, and that the only interest of each is to perf'CM-rn and receive benefits as recited in
this Au1rcerrient,
1:
1 1
29, CODE OF ETHICS
COUNTY a-rees that, officers and ernployees of the COUNTY recognize Lind will be reqt.ured to
comply with the ,tandar& of conduct for PUbfiC officer,, Lind employees as delineated in Section
1 121"313, Florida StatUtes., regarchric', but not lifirited to, v:)licitation or acceptance of' Lifts- dolina
C, C) I..-
t-
business with om,, asiency-, unauthorized corripensation, misuse of public position, confliolaR
employment or contractual relationship,- and dilC101MI-C or rise of'certain information.
30, NO SOLI CITATIONMAYMENT
The COUNTY and CONSULTANT warrant that, in re-,v"Iect to itseff., it ha-, neither ernployed nor
retained any company or person, other than a bonit firle erriplovee working.) solely for it, to solicit
or seCUre this Aureement and that it has riot paid or agreed to pay any person, cornpany,
corporation, individual, or firm, other than a bona fide eiriployee working solely for it, any fee,
commission, percentage, gift, or other consideration contingent upon (sr r�Lthinu from the award
or niakinc, of thi,, Aareenient, For tire, bieaach or- violation of the provision, the CONS UL"I'AN"I"
agrees that the COUNTY shall have the riaht to terminate thk A!zreenreitt without habilits, and.
Front inomes owed, of, otherwise recover, the full "Iniount of such fee,
at its discretion, to offset
commission, percentage, -it , I, oi- con,,ideration.
3 1 . PUBLIC ACCESS
lsur,uanl to Florida Sfil!LnCr, § 119,070 1, ("'W S".'LTAN'r land it,,, ,ribcontractors shall cornp% Willi
all public record,, laws of the State of Hcoiida. inClUding-1 bUt ivOt firnited ion�
inlidn PuHc records that ordinarily and LICUssal-il'y' WOUld be 1"C"ClUk-e(I bN
0J) Keep and as
Monroe Counay in the perforntianu of Ilik Al-Dreemint.
(11)) Provide fire public Willi aCCeSs to PUbfici records on the same term s land conchtion'; that
M0111-0e COLinty WOUIC-1 provide the records and at to cost that does riot exceed tire cost, provided in
Florida Siatute"�' Charfter 1 119 ot as other wise provided by law.
(c) Ensill-C that pUblic record,� that are exempt or- confidential and exenolif from farillif, records
disclocan-e requiren-fent,, are not di,,closed except its authorh,ecl by law,
(d) Meet call 17COLliFeLLIC171k for- retnininc- public records and transfer, at no, cost, to Mornoe
(''()Unty idl I)%UbIiC records in po,,session of the contractor upon teminnation of this Ayfia a nient and
destroy any ChIpliC,11-C public records that are exempt of- confidential and exenipt front public
records disclO~Ure requirenrents. All records stored elect rorficall y nru,'s be provided to Monroe
oQy sv"tems oi Monroe COLIMN' in it format that is corripll-lble with the information tecrinoi
C()Llnty.
32, NON -WAIVER OF IMMUNITY
Notwithstdridina the nrovisions of Sec, 768.?8, Florida Staftnes, 111C purticilsation of- the
('01,ifs TY and the CONS IJ 1,.,TANT in this Agreement and the acClUiSifion of any corrinfercial
liability insUrance coveraue, ,elf-irisurance coverage, or local 2merrinient liability insurance
pool coverage sliall not be deented as waiver- of ininiunity to the extent of fiability, coverage, nor
,,half anN,, contract entered ;into by the COIJNI'Y be reqUired to contum any pro% ision for waiver,
33. PRIVILEGES AND IMMUNITIES
All of the privileges and inimUnities from liability, exemptions from haws. ordinances, and rtlle�
and pensions and relief, ch,,ii'Dility, workers' corripen,,ation. and other- beriefit,,, which apply to the
activitv of officers, auents, of, ernplovee" of any public agems of employees of the COI_JN"I"Y,
when performing then, r1eslid cti\e. filnCtiOns Under this A'Free rnetit within the territorial lmrit'' of"
the COIJINTY shall apply to the �arite dcaree and extent to lhc� perfort-nance Of stlCo fUnCLion", and
dutie,,, 01' such officers, agents. 'Ohlnteers. or employees outside the territorial limits of the
C0 1-11 NTY.
34. LEGAL OBLIGATIONS AND RESPONSIBIATHeS
Non ..Delegation of Constitutional or Statutory Duties, "I'li's Agreement is not intended to, nor
shall it be construed as, relievincy any parti6pining entity from anv obligation or responsibility
4= a I-- I I I., I
40. FEDERAL STATE ANI LOCAL LAW
........................................t��P—M I....................................................—
The CONSI JL,TANI' shall comply with all federal, state, county and local laws, ordinances, rules
and regulations now and hereafter in force which rnay be applicable to the its operations,.
41. MUTUAL REVIEW
This app-cement has been carefully reviewed by CONS U JLTATJ' an.d thu, COUNTY, therefore
this agreement. is not to be construed against either party on the basis of authorship.
IN WITNESS WITEREOF, the parties hereto have eXCCUted this Agreement on the day, month,
and year first above written.
(SEAL) BOARI OF COUNTYCOMMISSIONERS
ATTEST: AMY I IEAVILA-N, CLERK. OFMONROE (..'OLYNTY, I'L,0RIDA
13Y
Mayor/Chairman
CONSULXAN'T�
Witnesses 'THC, MCI
Mwa
By''" By(�`
)I-
elk,
119
Print nan Title"
By_
Pfint mame, ee
..........
�,iXoa
APPENDIX A
CONSULTANT SCOPE OF SERVICES
The Consultant shall provide the following4n. If requested -
Overall rnatiagenrent and ina iplemntion of all forra� of ncase nirticyation progralir , S erk ices, Said
ser\ ices �hall incompass all pk)Sihle forms of airport nov�e rnitignmon service. TheinClUde
0-te f llowin-
Cx'
I. Proararn nidnacement for noise instillation services (SOUIld insUlatiOrl) to include all taslxll,
C�l tD 1�
associated will, program development, rrainagernent, daily irnplernenta6lcai, "ttb-
consultant management, property owner atid teriant interaction and C011111111nicafion,,, in
accordance with local, state and federal (Federal Aviation AdminvArationO pjjirlehne� and
recrUlatiOns.
Procyrarn nianns-ement for the to include all task,;
associated with program development, manae'erne tit, slails, implementation. sub-
0011SUltant manac7ement, property owner and teriant interaction and communications, in
accordance witu local, state and federal (Federal Aviation Adrninisination) -Uldelines and
reOfflatkal,
3, Prourarn nianagernent for land a uisition and relocation serevices to include all tasksC,
associated with prograrn developiriern., nianagement.
C� daily implementation, Sub -
consultant managernerIL. property owner and tenant interaction and cornniurficafion,,, in
accordance with 'local, -,,rate and federal tFederal Aviation Administration) guidelines and
remilations,
r-1
Said services also include meetings and discussions, both locally (Key West) ar-ld non -locally
with all parties ;involved in these programs, Said parties may include Monroe County officials.
C]ity of Key West official,;, Federal Aviation Administration (FAA) officials, Florida Departrnern
of Transportation (FDOT) officials, Key West International Airport officials and other C011SUffing
firins contracted therewith, .In(:] any cidier a.gencies as directed by Monroe County,
CLASSIFIC1117701Y
Dii,ecAol.
Construction
Comb uu-tion Manager
sr, Pf'opelly Ownm' Agent
......................
t� Own-M, Agew
Sr, Acquis-itll.orl ai-icci RcAlo,"'ation Agen�
Accltd-,ntion and Rel,mation Aaent
Ach-runistnitive Assistant
Clericni
Rates are subject to change January 1 cach year,
2015 LOADED 110�1?7�-
RA I -ES*
12550.00
$26 5
$ i 7 1,41
$
S92:55
S 122'k6
$105,49
M 00