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Item C24Meeting Date: September .16201..5 Division: County Administrator Bulk Item: Yes X No Staff Contact Person:Don DeGraw/Pedro Mercado AGENDA ITEM WORDING: Approval of 3 rd Amendment to the Master Agreement for Professional Services between Jacobs Project Management Co., and Monroe County. ITEM BACKGROUND: Under FAA guidelines, the airports (Key West and Marathon) have to place the airport Consultant Services out to bid approximately every 5 years. In compliance with those guidelines, the County put out an RFQ in March 2011 seeking the services of at least three General Consultants, one Environmental Consultant, and one Financial Consultant. On the bid opening date of May 17, 2011, the County was in receipt of 12 Statements of Qualifications in response. Eight firms responded regarding General Consulting, three firms responded recrardiner Environmental Consulting, and two firms responded regarding Financial Consulting. A selection committee was empaneled and 0 met on July 26, 2011. Jacobs Project Management Co. was selected as the most qualified respondent for General Airport Consultant Services. PREVIOUS RELEVANT BOCC ACTION: On January 28, 2009, Item C-5, approval to advertise a Request for Qualifications for Airport Consultant Services-, August 17, 2011, Item C-2 1, approval to negotiate contracts for the selected respondents to the RFQ for Airport Consultant Services; 10-19- 2011, Item C-17, approval of the Environmental Consulting Agreement; 10-19-2011, Item C-18, approval of the Financial Consulting Agreement. November 16, 2011, Item F12, approval of the services at Key West International Airport and The Florida Keys Marathon Airport. I" amendment approved 10/17/2012 and 2 nd amendment approved 10/15/2014. MON FM FMT N 51 pill I mom MEN 111,101" IN NMI 4 of- I Rflprlfflm��� S FTI 131101 ON I TOTAL COST: see attached for contract billing rates BUDGETED: Yes X No COST TO COUNTY: $ SOURCE OF FUNDS: FAA/FDOT/Airport Operating REVENUE PRODUCING: Yes No X AMOUNT PER MONTH: "d 1\ , APPROVED BY: CountyAtty— OMB/Purchasing-0 Risk Management" I -Wa0l I 1110 color HOW, CONTRACT SUMMARY Contract # Contract Purpose/Description: General Airport Consulting Master Agreement for Professional Services at Key West International Airport and The Florida Keys Marathon Airport Contract Manager: Don DeGraw #5200 Airports - Stop # I (Department/ Stolm for BOCC__meeting -on: ---- 9/16/2015 Agenda Deadline: 9/01/2015 Total Dollar Value of Contract: $ open Current Year Portion: TBD Budgeted? Yes Account Codes: will vary Grant: will vary (FDOT/FAA) 630162-GAKD128; 63585-GAMD71 County Match: Operating ADDITIONAL COSTS Estimated Ongoing Costs: n/a For: . (not included in dollar value above) (eg, maintenance, utilities, janitorial, salaries, etc.) Changes Date In Needed Reviewer, Date Out Yes No Airports Director _L1 J -7 Risk Management eG*w-, 41" O.M.B./Purchasin- q 17 1�5' f �Orj R I S kK MI a g rn e n� t, 'o m's em 0 OM r I/ County Attorney County ttorney i� Comments: . . . . . . ............. .... . . .... . . ....... THIS AMENDMENT is made this 16'h day of September, 2015, by and between Monroe County, a political subdivision of the State of Florida , whose address is 1100 Simonton Street, Key West, (hereinafter called "COUNTY") and Jacobs Project Management Co., a Delaware Corporation, whose address is 3750 N.W. 87th Ave., Suite Z�l 0F90TV339M WHEREAS, on the 17 1h day of October, 2012, the parties entered into the I" Amendment to 30�� �Iii WHEREAS, on the 15 th day of October, 2014, the parties entered into the 2'd 0 - I I - I . . . ...• 838ZIEMMM� 11 11 1 1 1 11 1 1 rrJ%J,%1V?Jn* 11111nowww'' 11 � I 1111`111111111rowl 3 Ilia,! *n the 16'h day of November, 2115, and en1ing on the l5th day of November, 20 1 M 2. All Other provisions of the November 16, 2011 Master Agreement for Professional Services, as arnended, and not inconsistent herewith, shall remain in full IN WITNESS WHEREOF, each party has caused this 3rd Amendment to die Master Agreement for Professional Services to be executed by its duly authorized (SEAL) ATTEST: AMY HEAVILIN, CLERK By:__ Deputy Clerk. BOARD OF COUNTY COMMISSIONERS OF.MONROE COUN'ry, 17LORIDA M Mayor/Chairnian CONSULTANT: JACOBS PROJECT MANAGEMENTC0. B Y-A�- . ...... Title:— tv 06+� crlu L 6 14!"v pq�� L I 62MUM THIS AMENDNIENT is made thi,, I 5,h di), of October, 2014by and between Monroe County, I political Subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, (hereinafter called "COUNTY") and Jacobs Project Management Company, a Florida Corporation, whose address is 3750 N.W. 87th Ave., Strite 750, Miami, El, 33178 (hereinafter called "CONSULTANT"). WITNESSETH WHEREAS, on the 1011 day of November 2011, the COUnty entered in to a Master WHEREAS, on the 17 1h day of October the parties entered into the I" amendment to the Master Acyreement in order to clarify that ILIMP SLIM task orders may be paid according to the C mm" WHEREAS, the parties wish to amend tile Master Agreement to extend the Original Agreement for one additional year; NOW, THEREFORE, in consideration of tile mutual promises and covenants set forth This amendment extends the term of the Original Agreement for one year commencing on the 16 1h day of November 2014 and ending on the 15 day of All other provisions of the November 16, 2011 original Master Agreement for Professional Services and the October 17, 2012 1" Amendment to the Master Agreement for Professional Services not inconsistent herewith, shall remain in full force and effect. IN WITNESS WHEREOF, each party has caused this 2nd Amendn'ient to the Master e12' P By Deputy Clerk By Mayor/Chairman Title Vice President Is'AMENDMENT TO THE MASTER AGRE EME NT FOR PROESSIONAL SERVICES BETWEEN JACOBS PROJECT MANAGEMENT CO. AND MONROE COUNTY THIS AMENDMENT is made this 17 1h day of October, 2012 by and between Monr County, a political subdivision of the State of Florida, whose address is 1100 Simonton Stre I Key West, (hereinafter called "COUNTY") and Jacobs Project Management Co., a Delawa Corporation, whose address is 3750 N.W. 87th Ave., Suite 750, Miami, Fl. 33178 (hereinaft called "CONSULTANT"). ti ETA I ell I WHEREAS, on the 16"' day of November 2011, the County entered in to a Master Agreement For Professional Services; and, WHEREAS, the parties wish to clarify that lump sum task orders may be paid accordi to the percentage of task completed; and, i WHEREAS, the parties wish to amend the Master Agreement to include language �Jlowing for payment according to percentage of task completed; NOW, THEREFORE, in consideration of the mutual promises and covenants set fo below, the parties agree to amend the original agreement as follows: I PIEC IN7 D ARTICLE 4 IBY:COMPENSATION Consultant will be compensated for services as set forth in each approved Ta Order and in accordance with the billing and expense rates set contained with Appendix B. Unless specified otherwise in the Task Order, a Lump Sum Ta Order will be compensated in accordance with percentage of task completed, I 1 All other provisions of the November 16, 2011 original Master Agreement For Professional Services not inconsistent herewith, shall reniarn in full force and effect. IN WITNESS WHEREOF, each party has caused this I" Amendment to the Master Agreement For Professional Services to be executed by its duly authorized representative. (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: DANNY L. KOLHAGE, CLERK OF MONROE COUNTY, FLORIDA Deputy Clerk F.-VIERM No By Mayor/Chairman JACOBS PROJECT MANAGEMETN Co. BY liz Ki MASTER AGREEMENT FOR PROFESSIONAL VICES BETWEEN JACOBS PROJECT MANAGEMENT CO. AND MONROE COUNTY, FLORtDA RECEIVED NOV 15 2011 AIRPORT GRANTS AGREEMENT FOR RR-4- VE F Is_ S- L tf- 11, 4, ARI ICLE I Services and Authorization ARTICLE 2 General Obligations of Consultant ARTICLE 3 General Obligations of the County ARTICLE 4 Compensation ARTICLE 5 Payments ARTICLE 6 Period of Service ARTICLE 7 Term of Contract ARTICLE 8 Consultants Acceptance of Conditions ARTICLE 9 Consultant's Books, Records and Documents ARTICLE 10 Public Access ARTICLE I I Changes in Scope of Service ARTICLE 12 Warranty ARTICLE 13 Indemnification ARTICLE 14 Limitation of Liability ARTICLE 15 Insurance ARTICLE 16 Relationship of Consultant to Client ARTICLE 17 Personnel ARTICLE 18 Nondiscrimination ARTICLE 19 Assign ment/Subcontract ARTICLE 20 Ownership of Instruments of Service and Data ARTICLE 21 Permits and Licenses ARTICLE 22 Adherence to Laws ARTICLE 23 Nondisclosure of Proprietary and Confidential Materials ARTICLE 24 Disclosure and Conflict of Interest ARTICLE 25 No Pledge of Credit ARTICLE 26 Certification of Sealing of Instruments of Service By Professional Engineer ARTICLE 27 Force Majeure ARTICLE 28 Project Delay ARTICLE 29 Procurement Services ARTICLE 30 Construction Phase Services File: USTR A PS - Monroe Count), 3 4 4 4 5 I 11 12 12 12 14 FEWITUNHga—IFOU • Law, Venue, Interpretation, • and Fees Notices and/or Communications File: MSTRAPS-MonmeCountY rl a'...II 1"Am THIS AGREEMENT, made and executed as of the 16th day of November, 2011 by and between JACOBS PROJECT MANAGEMENT Co., with a place of business at 3750 Avenue, Suite 750, Miami, FL 33178 (hereinafter called "Consultant") and MONROE COUNTY, a political subdivision of the State of Florida, represented by its Board of Count� Commissioners (hereinafter called "County"), collectively referred to herein as "Parties-. provides as follows: Consultant will provide the engineering. consulting and other professional Services as described in Appendix A and as authorized from time to time by written Task Orders, using the form provided in Appendix C hereto, issued by Client and accepted by Consultant, as evidenced by Client's and Consultant's signatures thereon. Each Task Order issued by Client shall clearly state that it is issued pursuant to this Agreement and shall identify the scope of Services to be performed by 'Consultant, the schedule for performance of the Services, the method of pricing and/or compensation for Services (if different from the method under Article 4 below), and such other matters as may be pertinent to the individual authorization. The terms of this Agreement shall supersede any standard or preprinted terms that may be attached to or referenced in any Task Order. The contract between the County and the Consultant, of which this agreement is a part, consists of the contract documents, which are as follows: Any amendments to the agreement executed by the parties hereafter and the original agreement, together with the response to RFQ and all required insurance documentation. In the event of a discrepancy between the documents, precedence shall be determined by the order of the documents as just listed. The Consultant shall provide services for the County. The Consultant warrants that it is ,2uthorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these contract documents. The Consultant shall at all times t", cfessional ud,,tjment and shall assume irrofessional res[R,onsibility for th.G services to be provided. Consultant shall provide services using the following standards, as I minimum requirement: A. The Consultant shall maintain adequate staffing levels to provide the services required under the agreement resulting from this RFQ process. File: MSTRAPS- MonroeCounti, B. The personnel shall not be employees of or have any contractual relationship with The County. To the extent that Consultant uses subcontractors or independent contractors; this agreement specifically requires that the level of independence normally exercised by such subcontractors and independent contractors be curtailed and that they be supervised by the Consultant. C. All personnel engaged in performing services under this contract shall be fully qualified and if required, to be authorized or permitted under State and local law to perform such services. FA 1.4 The County shall provide Consultant full information regarding the County*s requirements f ui the Project and shall provide information regarding existing facilities, such as drawings, as-b J1 drawings, legal description, easements, rights of way, agreements with any utilities, or any oth I information in the County's possession which is necessary or useful in connection with t Project. The County shall appoint a representative that will have the authority to make decisions on behalf of the County regarding the Project. The representative shall make decisions regarding the Project in a timely manner. WWW Consultant will be compensated for Services as set forth in each approved Task Order and in accordance with the billing and expense rates contained within Appendix B. flw" The Consultant shall submit to the County an invoice with supporting documentation acceptable to the Clerk on a schedule as set forth in the contract. Acceptability to the Clerk is based on generally accepted Clerk's disbursal of fu. In the event the County does not make payments as required herein, in addition to any oth remedy available to Consultant, including but not limited to termination, Consultant shall ha I the right to suspend its performance on the Project and await receipt of all payments then d before resuming performance. Consultant shall be entitled an extension of time for the period suspension. During any suspension, Consultant shall have the right to terminate the Agreemel for non-payment following no less than fifteen (15) day notice to County. 0-MEM F.Y.DyKeR Consultant shall make its best efforts to complete its Services within the time period set forth in the Task Order. The base term of this Agreement is for three years, commencing on the 160' day of November, 2011, and ending on the 15'h day of November, 2014. The term of the contract may be extended twice with one year extensions. The extension will be granted in writing at the sole discretion of the County. A. The Consultant hereby agrees that he has fully acquainted himself with both the Key West International Airport and Florida Keys Marathon !• for which he shall provide services and has made investigations to fully satisfy himself that such site(s) is (are) correct and suitable for this work and he assumes full responsibility therefor. The provisions of the Agreement shall control any • provisions contained in the specifications. All specifications have been read • carefully considered by the Consultant, who understands the same and agrees to their sufficiency for the work to be done. Under no circumstances, conditions, or situations shall this Agreement be more strongly construed against the County than against the Consultant. The foregoing notwithstanding, Consultant shall not be considered in default under this Agreement for any failure to perform that is based on latent or unknown conditions or • in the sites and facilities where the work is to be performed. B. Any ambiguity or uncertainty in the specifications shall be interpreted and construed by the County, and its decision shall be final and binding upon all •• C. The passing, approval, and/or acceptance by the County of any of the services furnished by the Consultant shall not operate as a waiver by the County of strict compliance with the terms of this Agreement, and specifications covering the services. Failure on the part of the Consultant, immediately after Notice to Correct shall entitle the County, if it sees fit, to correct the same and recover the reasonable cost of such replacement and/or repair from the Consultant, who in any event shall be jointly and severally liable to the County for all damage, loss. and expense caused to the County by reason of the Consultant's breach of this Agreement and/or his failure to comply strictly and in all things with this Agreement and with the specifications. D. The Consultant agrees that the County Administrator may designate representatives to visit the Consultant's facility (ies) periodically to conduct random open file evaluations File: MSTR APS - Monroe Count.) Page 3 of 33 during the Consultant's normal business hours. Such evaluation rights shall not extend tot Consultant's proprietary inflormiation including standard rates and multipliers. E. The Consultant has, and shall maintain throughout the term of this agreement, appropriate licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Proof of such licenses and approvals shall be submitted to the County upon request. Nnmi Ls= Consultant shall maintain all books, records, and documents directly pertinent to performan under this Agreement in accordance with generally accepted accounting principles consistent applied. Each party to this Agreement or their authorized representatives shall have reasonab and timely access to such records of each other party to this Agreement for public recor purposes during the term of the Agreement and for four (4) years following the termination• this Agreement. Such inspection rights shall not extend to Consultant's proprietary informatio If an auditor employed by the County or Clerk of Courts determines that monies paid • Consultant pursuant to this Agreement were spent for purposes not authorized by th Agreement, the Consultant shall repay the monies together with interest calculated pursuant Sec. 55.03; FS, running from the date the monies were paid to Consultant. WW51MJ The County and Consultant 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 v ,.,rovisions of ChaTter 119. Florida Statutes- and in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Consultant. Such inspection rights shall not extend to Consultant's proprietary information. W]FW The County may, at any time, make changes in the scope of Services required under a Ta Order for the Project or in the definition of Services to be performed. In the event the Coun notifies Consultant of its desire to make a change in the scope of Services that may change t cost of performance. Consultant shall. within ten (10) working days after receiving such notic give the County notification of any potential change in price for the Services. Equitab adjustments to price and time of performance resulting from scope of Services changes will negotiated and upon mutual agreement by Client and Consultant, the Task Order will modified by a written instrument, signed by both parties, to reflect the changes in scope Services, price and schedule. File- USTR A Monroe Counn, ZT-MUM A. Consultant warrants that its engineering, design and consulting Services will be performe in accordance with generally accepted standards in the industry. Following completion ( its Services and for a period of twelve (12) months thereafter, if tile Services provide hereunder do not conform to the warranty above stated and the same is reported t Consultant by the County in writing promptly after recognition thereof, Consultant shall, , no cost to the County, furnish all remedial engineering, design or consulting Servicc required in connection therewith as soon as reasonably possible after receipt of such repoi from the County, and Consultant shall have no liabilit for costs related to the repai y replacement, addition or deletion of materials, equipment or facilities as a result of suc failure to conform to the above -referenced warranties, which costs shall be deemed costs c the project, whether incurred during performance of the Services or after completion of th Services. B. Consultant's warranties shall not apply to any defect which results from: ordinary wear an tear, misoperation, corrosion or erosion, noise levels, operating conditions more severe tha those contemplated in the original design, or a defect in a process or mechanical design c equipment furnished or specified by the County or others. C. All representations, warranties and guarantees made by Consultant in connection with ii Services are limited to those set forth in this Article 12. IMPLIED WARRANTIES 0 MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARI SPECIFICALLY EXCLUDED. For any deficiencies in the Services, Client shall b restricted to the remedies expressly set forth in this Article 12; such remedies are th County's sole and exclusive remedies for deficiencies in the Services and the County hereb waives any and all other remedies, whether at law or in equity, and regardless of whether th claim is asserted under contract, tort (including the concurrent or sole and exclusiv negligence of Consultant), strict liability or otherwise. Vul"WeTom/ ak, A. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement, Consultant will defend, indemnify and hold the County and the County's elected and appointed officers and employees harmless from and against (i) any claims. actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses (including, without limitation, costs of remediation and costs of additional security measures that the Federal Aviation Administration, the Transportation Security Administration or any other governmental agency requires by reason of. or in connection with a violation of any federal law or regulation, attorneys' fees and costs, court costs. fines and penalties) that may be asserted against. initiated with respect to, or sustained by, any indemnified party by reason File: USTRAPS -MonrocCounlY of, or in connection with, (A) the negligence or willful misconduct of Consultant or any of its em j_lp_%Le_j, agents., contractors or other any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or negligent acts or omissions of the County or any of its employees, agents, • ♦ invitees ♦ than ♦ Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. t. The County, as a political sub -division of the State of Florida, as defined in • 768.28, Florida Statutes, agrees to • fully responsible to the limits set forth in such statute for its own negligent acts or omissions, or intentional tortuous acts, which result in claims or suits against either the Consultant or County, and agrees to be liable to the statutory limits for any damages proximately caused by said acts or omissions, or intentional tortious acts. The total aggregate liability of Consultant arising out of the performance or breach of t Agreement or any Task Order hereunder shall not exceed the total compensation paid Consultant under the applicable Task Order or $500,000, whichever is less. The limitations liability set forth in this Article shall apply regardless of the fault, breach of contract, t (including the concurrent or sole and exclusive negligence), strict liability or otherwise Consultant, its employees or subconsultants. The Parties agree that the limitations of liability set forth herein shall not be interpreted as a form of indemnification. I t-P As a pre -requisite of the work governed, or the goods supplied under this Agreement (including the pre -staging of personnel and material), the Consultant shall obtain, at his own expense, insurance as specified in any attached schedules, which are made part of this Agreement. The Consultant will ensure that the insurance obtained will extend protection to all Contractors and subcontractors engaged by the Consultant. As an alternative, the Consultant may require all Contractors and Subcontractors to obtain insurance consistent with the attached schedules. The Consultant will not be permitted to commence work governed by this Agreement (includirW pre -staging of personnel and material) until satisfactory evidence of the required insurance h been furnished to the County as specified below. Delays in the commencement • • resulti from the failure • the • to provide o• evidence ♦ the required insuranc shall not extend any specified deadlines and any penalties and failure to perform assessmenj File: MSTR APS Monme CouritY 0-TOMM shall be imposed as if the work commenced on the specified date and time. except for the Consultant*s failure to provide satisfactory evidence. The Consultant shall maintain the required insurance throughout the entire term of this contract and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting from the failure of the Consultant to maintain the required insurance shall not extend any specified deadlines and an) penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for the Consultant*s failure to maintain the required insurance. The Consultant shall provide, to the County, as satisfactory evidence of the required insurance, a Certificate of Insurance. All insurance policies must specify that they are not subject to cancellation, non -renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the Consultant's insurance shall not be construed as relieving the Consultant from any liability or obligation 2ssumed under this Agreement or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as Additional Insured on all policies, except for Workers' Compensation and Professional Liability. Any deviations from these General Insurance Requirements must be requested in writing on the County -prepared form entitled, "Request for Waiver of Insurance Requirements" and 9pproved by Monroe County Risk Management. Prior to execution of this agreement, the consultant shall furnish the County Certificates of Insurance indicating the minimum coverage limitations as indicated by an —X on the attached forms identified as INSCKLST 1-5, as further detailed on forms WCI, GLI, GIR 1, and VLI, each attached hereto and incorporated as part of this contract document, and all other requirements found to be in the best interest of Monroe County as may be imposed by the Monroe County Risk Management Department. EVITNOTI—AU I At all times and for all purposes under this agreement the Consultant is an indepcnde contractor and not an employee of the Board of County Commissioners of Monroe County. statement contained in this agreement shall be construed so as to find the Consultant or any his employees, contractors, servants, or agents to be employees of the Board of Coun] Commissioners of Monroe County. File- MSTR APS Monroe Coutalt, Consultant agrees that • Consultant*s performance • Services hereunder, adequate provision shall be made to staff and retain the services of such competent personnel as may be appropriate or necessar) for the performance of such Services. The County shall have the right to review the personnel assigned by Consultant, and Consultant shall remove any personnel not acceptable to the County. Consultant may remove personnel assigned to a Task Order without the County's prior approval, provided the progress of the Services shall not be unreasonably impaired. Consultant agrees that there will be • discrimination against any person, and it is expressly twipxg&#�* occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. Consultant agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title I X 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 Vill of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. File: USTR A - Monme Cowin ZT-MUM The Consultant shall not assign or subcontract its obligations in their entirety under this agreement, except in writing and with the prior written approval • the Board • • Commissioners of Monroe County, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the board. The prohibition against assignment or subcontracting shall not apply in those instances where the Consultant der the terms of the agreement. A. The County agrees to defend, indemnify and hold harmless Consultant and its employees from and against claims resulting from re -use • the design data, drawings, estimates, calculations and specifications prepared by Consultant ("instruments of service") on extensions of the project or at a location other than that contemplated by the Task Order. The County is advised that should the County re -use the instruments of service at another location, the instruments of service should be reviewed and sealed by the County or an engineer licensed in the jurisdiction where the instruments of service are sought to be re- used. B. All materials and information that are the property of the County and all copies or duplications thereof shall be delivered to the County by Consultant, if requested by the County, upon completion of Services. Consultant may retain one complete set of reproducible •• ♦ all ♦ its instruments • service. Consultant represents to the County that it has and will maintain during the performance of the Services under this Agreement any permits or licenses which, under the regulations of federal, state, or local governmental authority, it may be required to maintain in order to perform the Services. F.1 03 on I Of In providing all services/goods pursuant to this agreement, the Consultant shall abide by statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, su services, including those now in effect and hereinafter adopted. Any violation of said statute 11 ordinances, rules and regulations shall constitute a material breach of this agreement and sh entitle the Board to terminate this contract immediately upon delivery of written notice termination to the contractor. The consultant shall possess proper licenses to perform work *�ccordance with these specifications throughout the term of this agreement. The County and Consultant agree that any disclosure will be made on the following basis: A. Confidential Client Information ("Primary Data") disclosed to Consultant which is identified in writing by the County as proprietary to the County shall be: (1) safeguarded, (2) maintained in confidence, and (3) made available by Consultant only to those of its employees or others who have a need -to -know and agree to equivalent conditions pertaining to nondisclosure as contained herein. B. Upon completion of the Project or sooner if the County so requests, the Consultant shall return to the County's representative all Primary Data furnished to the Consultant under this Agreement and shall, if requested, deliver to the County's representative all drawings, schedules, calculations, and other documents generated by Consultnat for use in connection with the Project ("Secondary C. Consultant shall not use for itself or to disclose to third parties any Primary Data I Secondary Data without the prior written consent of the County. D. The nondisclosure obligations pertaining to Primary and Secondary Data shall termina I three (3) years from date Consultant's association with this Project terminates. T nondisclosure obligations shall not apply to any data which: I Was known to the Consultant (and previously unrestricted) before disclosure of Primary Data to Consultant under this Agreement or before generation of Secondar) Data-, 2. Is subsequently acquired by the Consultant from a third party who is not in default of any obligation restricting the disclosure of such information; or 3. Is subsequently available or becomes generally available to the public. E. Notwithstanding this nondisclosure obligation, Consultant may nevertheless draw upon its experience in its future association with other clients. File- MSTR APS -- Monroe CounlY WIMU41IRE l The Consultant represents that it, its directors, principals and employees. presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this Agreement, as provided in Sect. 112.311. et. seq-Florida Statutes. County agrees that officers and employees of the Count) recognize and will be required to comply with the standards of conduct for public officers ane 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 iisclosure or use of certain information. 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 *r 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 io, ,fiscretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. I he Consuitant snaii not pieuge in i ii r rna��Vdrdrf - - D i fut - = for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Consultant further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. ZTE-3 PROFESSIONAL ENGINEER All specifications, drawings. and other engineering documents that are prepared by Consultant shall be certified or sealed by a registered professional engineer. Such certifications or seals A" me giy6r 7 �A6i d o c u m e n ts ir are to be used or applied. File: MSTR APS Monme CountY fLr money, shall not constitute default hereunder if and to the extent such delays or failures of performance are caused by occurrences beyond the reasonable control of the Count) or Consultant, as the case may be, including but not limited to, acts of God or the public enem); compliance with any order or request of any governmental authority, fires, floods, explosion, accidents; riots, strikes or other concerted acts of workmen, whether direct or indirect; or any causes, whether or not of the same class or kind as those specifically named above, which are not within the reasonable control of the County or Consultant respectively. In the event that any event of force majeure as herein defined occurs, Consultant shall be entitled to a reasonable extension of time for performance of its Services under the affected Task Order. - L Mon UY ILS. -erjr]CeS Tnaer a guarante maximum price, fixed fee, or stipulated lump sum basis and the Consultant's work on any pha of the Services is extended by one or more force majeure events or other delays not attributab in whole or in part to the fault of Consultant, then the guaranteed maximum price, fixed fee, stipulated lump sum, as the case may be, shall be equitably adjusted. I A 1 1 11,1 1 • I If this Agreement authorizes Consultant to perform procurement Services, the following terms will apply: A. The County appoints Consultant as its Agent, and the County accepts such appointment to purchase in the County's name and on behalf of Client, equipment, materials, supplies and services in connection with the project. B. Such purchases shall be made by a special purchase order provided by the County, or such other forms, terms and conditions, or modifications or revisions to said forms as the County may in its sole discretion at any time instruct Consultant to use. • shall furnish the County with a copy of the purchase order document at the time the purchase order is issued. All purchases shall be carried out in accordance with Monroe County purchasing policies and procedures. C. Consultant shall not have authority to accept or bind the County in any way to changes. modifications, revisions. alterations, amendments, or supplemental, additional, or different terms and conditions (hereinafter referred to as -deviations-) which may be submitted or requested by a vendor or contractor. Consultant shall immediately submit any deviations from the County's standard terms and conditions to the County for review by tile County's Purchasing Manager or his representative and such deviations shall not be accepted by Consultant unless Consultant receives express written approval thereof from the County*s Purchasing Manager or his representative. D. All purchase orders issued by Consultant hereunder shall be signed by Consultant for the County. The ownership and title of all items purchased hereunder shall pass directly from the selling party to the County, and Consultant shall at no time be a party to such transaction other than as agent of the County. The County shall have the unilateral right to have the commitment authority of Consultant, its employee or this limited agency authorization in its entirety revoked and cancelled at any time, with or without cause. The County shall be obligated directly to the selling party for all payments for materials, equipment, supplies and services procured hereunder. E. Consultant shall maintain at all times at its off ices at 245 Riverside Ave., Jacksonville, FL 32092, a complete file of all commitments, drawings. specifications, insurance certificates, guarantees and warranties relating to its procurement work on behalf of the County, and these shall remain the property of the County and shall be turned over to the County at the conclusion of the project. F. The agency relationship created hereby shall be limited to the purchase of materials, equipment, supplies and services for the project and to such ancillary activities as may be necessary or appropriate in connection therewith, including but not limited to, freight movement, freight consolidation and freight forwarding; expediting of deliveries of purchased items, and receiving reports for such items when they arrive at the project. G. Consultant shall not have authority to make any representation on behalf of the County or to commit the County in any way beyond the express authority granted by this Article 29. unless otherwise granted by the County in writing. H. The County shall hold Consultant and its employees harmless from any claims, suits or liabilities arising out of any breach or other failure of performance by any contractor. vendor or supplier under any contract or purchase order issued by Consultant hereunder. Consultant shall give the County immediate notice in writing of any action, suit or lien Filed or to be filed, and prompt notice of any claim made against the County or Consultant by any vendor, contractor or subcontractor which may result in litigation or a lien in any way related to the project. Consultant*s liability for its Services is as stated in Article 14. h1c: AISTR APS , Monroe Cotent.v 0-MIUM If this Agreement includes the furnishing of any Services during the construction phase of the Project, the following terms will apply: A. If Consultant is called upon to observe the work of the County's construction contractor(s) for the detection of defects or deficiencies in such work, Consultant will not bear any responsibility or liability for such defects or deficiencies or for the failure to so detect. Consultant shall not review or manage the means, methods, techniques, sequences or procedures utilized by any construction contractor. Consultant shall not make inspections or reviews of the safety programs or procedures • the construction contractor(s), and shall not review their work for the purpose of ensuring their compliance with safety standards. The construction contractor(s) shall be solely responsible for construction safety. B. If Consultant is called upon to review submittals from construction contractors, Consultant shall review and approve or take other appropriate action upon construction contractor(s), submittals such as shop drawings, product data and samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the contract documents. The Consultant's action shall be taken with such reasonable promptness as to cause no delay in the work while allowing sufficient time in the Consultant's professional judgment to permit adequate review. Review of such submittals will not be conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the construction contractor, all of which remain the responsibility of the construction contractor. The Consultant's review shall not constitute approval of safety precautions or of construction means, methods, techniques, sequences or procedures. The Consultant's approval of a specific item shall not indicate approval of an assembly of which the item is a component. C. Consultant shall not assume any responsibility or liability for performance of the construction services, or for the safety of persons and property during construction, or for compliance with federal, state and local statutes, rules, regulations and codes applicable to the conduct of the construction services. D. All services performed by others, including construction contractors and the subcontractors. shall be warranted only by such others and not by the Consultant. E. All contracts between the County and its construction contractor(s) shall contain broad fo indemnity and insurance clauses in favor of the County and Consultant, in a for satisfactory to Consultant. I ,11 RIFTMne Ma W. =01 rMn 70,11 - I I File. MSTRAPS Monroe CounrY B. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Contractor agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County. Florida. C. The Counq and Consultant agree that, in the event ofconflicting interpretations of tf terms or a term of this Agreement by or between any of them the issue shall be submitted mediation prior to the institution of any other administrative or legal proceeding. D. Severability. If any term, covenant, condition or provision of this Agreement (or tl­ application thereof to any circumstance or person) shall be declared invalid or unenforceable I any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions ar provisions of this Agreement, shall not be affected thereby; and each remaining term, covenan condition and provision of this Agreement shall be valid and shall be enforceable to the fulle extent permitted by law unless the enforcement of the remaining terms, covenants, conditior and provisions of this Agreement would prevent the accomplishment of the original intent of th Agreement. The County and Consultant agree to reform the Agreement to replace any stricke provision with a valid provision that comes as close as possible to the intent of the stricke provision. E. Attorney's Fees and Costs. The County and Consultant agree that in the event any caw of action or administrative proceeding is initiated or defended by any party relative to tl­ enforcement or interpretation of this Agreement, the prevailing party shall be entitled i reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an awar against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, an V ate I weedings. Mediation -,rtroceedings initiated and conducte pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure a usual and customary procedures required by the circuit court of Monroe County. F. Adjudication of Disputes or Disagreements. County and Consultant agree that all disput and disagreements shall be attempted to be resolved by meet and confer sessions betwe renresentatives of each of the oarties. If no resolution can be aereed uDon within 30 days 05oaro ol Uounty Commissioners. ir ine issue or issues are sim not resolveU to -me 'MUS'laCt the parties, then any party shall have the right to seek such relief or remedy as may be provid by this Agreement or by Florida law. G. Cooperation. In the event any administrative or legal proceeding is instituted again prov id I d aga i n either party relating to the formation, execution, performance, or breach of this Agreemen County and Consultant agree to participate, to the extent required by the other party, in a proceedings, hearings. processes, meetings, and other activities related to the substance of th Agreement or provision of the services under this Agreement. County and Consulta, specifically agree that no party to this Agreement shall be required to enter into any arbitrati proceedings related to this Agreement. File: MSTR APS - Uonroe Couno, ZMEEM ROTICES AND/OR COMMUNICATIONS mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY County Administrator and Count), Attorney I 100 Simonton Street PO Box 1026 Key West, FL 33040 Key West, Fl. 33041-1026 .9101 ME 7re, T 245 Riverside Ave. Jacksonville, FL 32092 �kl The County is exempt from payment of Florida State Sales and Use taxes. The Consultant shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is the Consultant authorized to use the County's Tax Exemption Number in securing such materials. The Consultant shall be res?,onsible for anr, and all taxes this agreement. ARTICLE 34 9 9 a] Ill 015 1 A. The County may terminate this Agreement • cause with fifteen (15) days • to the Consultant. Cause shall constitute a breach of the obligations of the Consultant to perform the .services enumerated as the Consultant's obligations under this contract. B. Either of the parties hereto may terminate this contract without cause by giving the oth party sixty (60) days written notice of its intention to do so. I A. 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. File; MSTR APS - Monroe CountY B. Authm-it ' v. Each party represents and warrants to the other that the execution, deliver) and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. Cl aFedei-al or State Aid. Consultant and County agree that each shall be, and hn.vfoi 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 submitted by the Consultant shall be approved by the County prior to submission. D. Peivileges and Ininninitiay. 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. E. 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 IaNk 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 responsibty. 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. F. Non -Reliance ky Non -Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Consultant agree that neither the County nor the Consultant or any agent. officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. G. Attestation.v. Consultant agrees to execute such documents as the County may reasonably require, including a Public Entity Crime Statement, an Ethics Statement. and a Drug -Free Workplace Statement. H. No Penvonal Liabilitv. 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 or Consultant in their individual capacities, and no member, officer, agent or employee of Monroe County or Consultant shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. Evectition lit Counteipai-ts. 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. 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. K. Covenant c?f No Intei-est. County and Consultant covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. F— CodeqfEthics. County agrees that officers and employees of the County recognize anN' will be required to comply with the standards of conduct for public officers an,,i 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. M. No SolicilationlPayment. The County and Consultant warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it� any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Consultant agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. N. Non-Waivei- of Iiiinnittitv. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Consultant in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 0. Waivei% Waiver by either party of any breach or failure to enforce any of the terms aril conditions of this Agreement at any time shall not in any way effect, limit. or waive sucF File. USTR APS onroe Count} part) *s rights thereafter to enforce and compel strict compliance with all the terms and conditions of this Agreement. P. Severabili�y. Any provision of this Agreement prohibited by law shall be ineffective-tt the extent of such prohibition without invalidating the remaining provisions of this Agreement. Q. Rights and Remeclies. The specific remedies set forth in this Agreement, including but not limited to those remedies with respect to the quality of the Services performed b) Consultant hereunder, are the exclusive remedies of the Parties. R. Ownei-ship. County agrees to inform Consultant in those instances where a leasehold to a facility where work is contemplated is held by another. S. Time ofAccrual. For services performed by Consultant before substantial completion. all causes of action against Consultant shall accrue and the statute of limitations shall commence to run no later than the date of substantial completion of the Project. For services perrormed by Consultant after the date of substantial completion but before final completion of the Project, all causes of action against Consultant shall accrue and the statute of limitations shall commence to run no later than the date of final completion. The Parties expressly agree that the discovery rule for purposes of accrual shall not apply. T. Publicity. Neither of the Parties shall make any press release, news disclosure or other advertising related to the Project that includes the name of the other party without first obtaining the written approval of the other party. U. Federal, State and Local Lau� The Consultant shall comply with all federal, state, county and local laws, ordinances, rules and regulations now and hereafter in force which may be applicable to the operation of its business at the airport as amended from time to time. a. General. The federal Transportation Security Administration is the federal agency primarily responsible for overseeing the security measures utilized by the airport owner pursuant to the relevant provisions of Chapter 49, United States Code, and regulations adopted under the authority of the Code, including but not limited to 49 CFR 1540, et seq. Violations of the statutes or regulations may result in severe civil monetary penalties being assessed against the airport It i�i the intent of the ai4Xort o�,.,erator that the burdens and consequences of anij.�u ap violations imposed upon the airport operator as a result of actions by an airport tenant or the 2irport tenant*s employees, agents, invitees, or licensees shall be borne by the airport tenant. b. Airport Tenant Deflned. An airport tenant means any person, entity, organizatio partnership, corporation, or other legal association that has an agreement with the airpo operator to conduct business on airport property. The term also includes an airpotrIt tenant defined in 49 CFR 1540.5. Each signatory to this Agreement, other than the airport operator, an airport tenant. I c. Airport Operator Defined. As used in this Agreement, airport operator means Monroe County, Florida, its elected and appointed officers, and its employees. File: MSTR APS Monroe Cown.1 • IT�111 I KV03.1 LM 111011 Ili IWOM BMA 111UP.1 IdOT6111WGIATUIM 4 in e inves i e, comp •mi on, or ing o reme ia act on measu the violation is a third violation, or there are multiple violations in excess of two violations, that is or are a civil penalty minimum violation1j, the airport tenant shall pay to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending. compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney*s fees and costs incurred in the investigation, defense, compromising. mitigation, or taking of remedial action measures; and, further, the airport operator shall have the right to unilaterally cancel this Agreement, such cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice of cancellation of this Agreement by the airport operator. File, MSTR A , Monroe CountY (2). Moderate Violation. If the violation is the first or second violation attributed to the airport tenant and is a civil penalty moderate violation as provided for in TSA's Enforcement Sanction Guidance Policy, the airport tenant may cure breach by paying to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating or taking of remedial measures as may be agreed to by TSA to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport tenant may cause all of airport tenanCs employees involved in the airport tenant's business operations on the airport property to undergo such security training as may be required by the airport operator. The total cost of the training shall be paid for by the airport tenant. If the violation is a third violation, or there are multiple violations in excess of two violations, that is or are a civil penalty moderate violation, the airport tenant shall pay to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; further, the airport operator shall have the right to unilaterally cancel this Agreement such cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice of cancellation of this Agreement by the airport operator. (3). Maximum Violation. If the violation is the first violation attributed to the airport tenant and is a civil penalty "maximum violation" as provided for in TSA's Enforcement Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs incurred • the airport operator, including any fines and • imposed, in investigating, defending, compromising, mitigating. or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport tenant may cause all of airport tenant's employees involved in the airport tenant's business operations on the airport property to undergo such security training as may be required by the airport operator. The total cost of the training shall be paid for by the airport tenant. If the violation is a second violation, or there are multiple violations, that is or are a civil penalty "maximum violation", the airport tenant shall pay to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating. defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport operator shall have the right to unilaterally cancel this Agreement. such cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice of cancellation of this Agreement by the airport operator. (4). Mitigation of Breach. TSA has a policy of forgoing civil penalty actions when the airport operator detects violations, promptly discloses the violations to TSA, and takes prompt corrective action to ensure that the same or similar violations do not recur. This policy is known as the TSA Voluntary Disclosure Program Policy, and is designed to encourage compliance with TSA regulations, foster secure practices, and encourage the development of internal evaluation programs. The airport tenant agrees that upon detecting a violation the airport tenant will File.- USTRAPS Monroe Count.v • immediately report it to the airport operator. Should the TSA ultimately determine that the violation was committed by the airport tenant, or an employee, agent, invitee, or licensee of the airport tenant, but the violation should result in the issuance of a letter of correction in lieu of a civil penalty, then the airport tenant shall reimburse the airport operator the total costs incurred by the airport operator in investigating, defending, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney*s fees and costs incurred in the investigation, defense, mitigation, or taking of remedial action measures. A violation resulting in the issuance ofa letter of correction shall not be considered to be a breach of this Agreement by the airport tenant. (5). Survival of Sub -Section. This sub -section h shall survive the cancellation or termination of this Agreement, and shall be in full force and effect. U. Mutual Review. This Agreement has been carefully reviewed b)Consultant and the County, therefore this Agreement is not to be construed against either party on the basis of authorship. V. Entit-ely ofAgreement. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and discussions concerning the subject matter hereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and date First written above in four (4) counterparts, each of which shall, without proof or accounting for the other counterparts, be deemed and original contract. (SEAL) BOARD OF OUNTY COMMISSIONERS ATTEST: DANNY L. KOLHAGE, CLERK OF MONR TY, FLORIDA C By Mayor/Chairman CONSULTANT: JACOBS PROJECT MANAGEMENT CO By 04� Witness File: MSTRAPS - Monroe Count,v WORKERS' COM PENSAT 101a uX#JNw4-WUqWAqF-Yr&)N Prior to the commencement of work governed b) this Agreement, the Consultant shall obtain Workers* Compensation Insurance with limits Sufficient to respond to Florida Statute 440. In addition. the Contractor shall obtain Employers' Liability Insurance with limits of not less than: $1,000.000 Bodily Injury by Accident $1,000,000 Bodily Injury by Disease, policy limits UgL�.Wgv bv Disegse. e ME'—ft-rinvi I I _T1111117!1111111111=111p. Coverage shall be provided by a company or companies authorized to transact business in the State of Florida and the company or companies must maintain a minimum rating of A -VI, as assigned by the A.M. Best Company. If the Consultant has been approved by Florida's Department of Labor, as an authorized self - insurer, the County shall recognize and honor the Contractor's status. The Consultant may be of Insurance, providing details on the Contractor's Excess Insurance Program. If the Consultant cartici� ' vates in a self-insurance fund '. a Certificate of InsurancA will be retuired. In addition, the Consultant may be required to submit updated financial statements from the fund upon request from the County. "UN GENERAL LIABILITV INSURANCE REQUIREMENTS Prior to the commencement of work governed by this Agreement, the Consultant shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability • Expanded Definition of Property Damage I I I I - Mmsam Miff fflu MR $ 500,000 per Person %TF 7-le"Voll'i 1, LAC 1:101-1171 1, VITIMU Z)HUMU CALCUILI IOU a Minimum 01 twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on .7-11 policies issued to satisfy the above requirements. File: STRAPS Monme CoientY MMEUM VEHICLE LIABILITY INSURANCE REQUIREMENTS Recognizing that the work governed by this Agreement requires the use of vehicles, the Consultant, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum. liability coverage for: I 111141 1 11111111, Mimill Jill $500,000 per Person $ 1,000,000 per Occurrence 6kt1fA11jJk-Wj*jV1!M M The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. File: MSTR APS Monroe Coura.v ARCHITECTS ERRORS AND OMISSIONS LIABILITY (1996 Edition) INSURANCE REQUIREMENTS Recognizing that the work governed by this Agreement involves the furnishing of architectural services, the Consultant. prior to the commencement of work. shall purchase and maintain, throughout the life of the agreement, Architects Errors and Omissions Liability Insurance which will respond to damages resulting from any claim arising out of the performance of professional services or any error or omission of the consultant arising out of work governed by this • li ee,ff eil, & - i: . : . . * 1* j 111 1 .. r . *41 *f"_wl 0 f- C 2-te-S jily'i' i ME= 1111111 1 p" 1 111111 j 11111R. APPENDIX A CONSULTANT SCOPE OF SERVICES I I 111003=4 1. Support the Count) staff in development of a scope of services for planning, architectural. design, finanical. environmental. engineering. permitting. construction, and administration 04MMM 2. Reviews of studies, plan submittals, engineering calculations, schedules, perform independent fee estimates. and other technical documents. .... and construction management services such as, but not limited to: financial management; planning,engincering,architecturaI programming and reviews; assist the County in negotiations and selection of other consultants; manage design consultants; review and coordianate other consultants providing services to the County; produce draft environmental work plans and specifications; provide FAA/FDOT construction reporting compliance services; &5�: devel*-m between contractors of different projects; apply for, obtain and monitor environmental. conditional use and interagency permits; review contract bid documents for FAA/FDOT and services. and assist in the coordination with the FAA and FDOT. 5. Project studies, planning and programming services such as, but not limited to: master plans. n* ices, f o-r—ecasts-ak-s,pace and zoning studies, obstruction studies, airport layout plans, property maps, traffic studies and analysis, finanical studies, rates and charges studies, economic impact studies, environmental assessments, environmental impact studies, facilities planning and programming, feasibility studies, revenue bond funding studies, prepare necessary documentation in support of bond financing programs, monitor compliance with bond isue and budgets, program validation, prepare and administer passenger facility charges and yo dgvelox a capital im7rovement ram along -p-gramming.— with cost estimates and schedules. airport security studies, and conduct other special studies as assigned. 6. Project Implementation Services for design such as. but not limited to: infrastructure studies and investigations, project scope preparation, project design including but not limited to civil. mechanical, electrical, plumbing. utility. and architectural disciplines. conduct/assist in public information meetings, coordination with airport tenants/users and airlines, utility coordination and inventory, prepare data, exhibits, maps, and preliminary drawings; land and aerial surveying environmental PermittinSscxyice&. cost estimatini, construction engineering and inspection. ramiMMOOMMUMMEKIM 7. Administration Support Services such as, but not limited to: coordination with regulatory an* • agencies, pre -planning, pre -application development, preparing and • pre- ��pplications, applications, and reimbursement forms, work as an extension of staff to assist the • as required, develop and revise DBE • and updating the Joint Agenc� Capital Improvement Plan. 8. Annual Facilities Work Planning Services such as, but • limited ♦ • annual inspection of facilities, assisting in developing annual work plan, prepare facility maintenance program and prepare forms and surveys as needed. 9. Design services to be defined with each specific task assignment. 10. Bidding/Procurement support services to be defined with each specific task assignment. M APPENDIX B MASTER AGREEMENT FOR PROFESSIONAL SERVICES File. MSTR APS Monroe CounlY �+• TIM-- I ` q Project Director Sr. Project Manager Senior Engineer Senior Planner Engine r Senior CADD Tech Principal Structural Sr. Resident Inspector Resident Ins ctor Senior Architect Project Architect 11 A, rchitect Senior Electrical Electrical WO M V11111#1 i Senior Mechanical Mechanical Senior Structural jOU UO Lanscape Arch 0-9mgm TRAVEL EXPENSES: For purposes of preparing task order cost estimates. the folowing shall apply® A. Lodging/Meals/Incidental Expenses 1. Each Consultant required to travel ovenight in performance of this contract shall be reimbursed for lodging, meals, and incidental expenses at the rates established by Monroe County Code as codified in Chapter 2, Article 3 of the Monroe County Code. Receipts are not required. 2. On the day of depature, 75% of the applicable rate will apply. On the last day of travel, 75% of the applicable rate will apply. Receipts are not required. B. Air Travel The County shall reimburse for air travel at the coach rate. Travel shall be by the route that is most cost effective to the Authority. The Contractor shall bear any additional costs incurred as a result of deviations from this route for personal reasons. C. Rental Automobiles Rental automobiles shall be used only when it will effect a savings or other advantage or when the use of other transportation is not feasible. D. Private Automobiles Use of private automobiles will be reimbursed at the rate established by Monroe County Code as codified in Chapter 2, Article 3 of the Monroe County Code. E. Other Other acutal expenses incurred in the performance of this contract, exicusive of normal operating expenses, and as approved by the County, shall be reimbursed. File: MST R A Monroe CounlY File: UST R A Monroc Cvu►rn• MMESM N MANI TASK ORDER FORM Task Order No. This Task Order is entered into on the effective date noted above pursuant to the "Mast Agreement for Professional Services" between ("Client") a JACOBS ENGINEERING GROUP INC. ("Consultant"), dated 1 20 ("Agreement"). The Agreement is incorporated herein and forrns an integral part of this Ta I Order. [All blank spaces should befilled in. Use "NIA " where no other response is appropriate] Services Authorized Client authorizes Consultant to perform the Services described in Exhibit A attached hereto and incorporated herein, which Exhibit A is marked with the above noted Task Order No. and consists of _ page(s). Pricing Time and Expense per Agreement and Appendix B tote Agreement. Finn Fixed Price of $ Other (Describe): Schedule Serrices may Services will cease by (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK .2 MEN= CONSULTANT: 0 no File: MSTR .BPS — Monroe Couni), Page 33 of 33 19 C9 1 0 v V 9A M-&MM "'-TtQW-"v BET—qE,J EN JACOBS PROJECT MANAGEb'�Z� THIS AMENDMENT is made this 17"' day of October, 2012 by and between Monroe County, a political subdivision of the State of Florida, whose address is I 100 Simonton Street, Key West, (hereinafter called "COUNTY") and Jacobs Project Management Co., a Delaware Corporation, whose address is 3750 N.W. 87th Ave., Suite 750, Miami, Fl. 33178 (hereinafter called "CONSULTANT"). WHEREAS, on the 16'h day of November 2011, the County entered in to a Master Agreement For Professional Services; and, WHEREAS, the parties wish to clarify that lump sum task orders may be paid according to the percentage of task completed; and, WHEREAS, the parties wish to amend the Master Agreement to include langua allowing for payment according to percentage of task completed; i NOW, THEREFORE, in consideration of the mutual promises and covenants set fori below, the parties agree to amend the original agreement as follows: • will •e" compensated • services as set forth in each approved Task Order and in accordance with the billing and expense rates set contained within Appendix B. Unless specified otherwise in the Task Order, a Lump Sum Task Order will be compensated in accordance with percentage of task completed. 2. All other provisions • the November 16, 2011 original Master Agreement For ji ji I wwmmmm��� IN WITNESS WHEREOF, each party has caused this I" Amendment to the Master Agreement For Professional Services to be executed by its duly authorized representative. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK ByC-'-- Deputy Clerk M No 10 By Mayor/Chairman • JACOBS PROJECT MANAGEMETN Co. By A497 CD ch