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Item R2C ounty of M onroe {f `° " rel BOARD OF COUNTY COMMISSIONERS n Mayor David Rice, District 4 The FlOnda Key y m �� 1 Mayor Pro Tem Sylvia J. Murphy, District 5 Danny L. Kolhage, District 1 George Neugent, District 2 Heather Carruthers, District 3 County Commission Meeting September 19, 2018 Agenda Item Number: R.2 Agenda Item Summary #4721 BULK ITEM: Yes DEPARTMENT: Airports TIME APPROXIMATE: STAFF CONTACT: T.J Henderson (305) 289 -6302 none AGENDA ITEM WORDING: Approval to waive purchasing policies and enter into a contract with sole source vendor Engineered Arresting Systems Corporation (ESCO) for the purchase, shipping and installation of nine (9) Engineered Materials Arresting System (EMAS) blocks on Runway 9 at the Key West International Airport that were damaged from jet blast from unknown jets. The cost will be $81,805.00 (option 1) to be paid from insurance proceeds and /or Fund 404 Operating; however, if an FAA grant is secured in time for unrelated EMAS repairs, so that both projects can be done simultaneously, the project cost will be $65,743.00 (Option 2). ITEM BACKGROUND: On February 21, 2018, a contractor working at the Key West International Airport caused damaged to the EMAS on Runway 9. The contractor's insurance company paid for the repairs; however, while waiting for the insurance claim to be processed and the lead time to produce the blocks for that repair, nine (9) EMAS blocks were damaged by jet blast from unknown jets. ESCO is the only vendor that currently produces the proprietary EMAS materials (see attached letter). PREVIOUS RELEVANT BOCC ACTION: none CONTRACT /AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval DOCUMENTATION: ECSO EMAS Contract emas sole source FINANCIAL IMPACT: Effective Date: upon noticed to proceed (NTP) Expiration Date: 1 year after NTP Total Dollar Value of Contract: $81,805.00 (option 1) or $65,743 (option 2) Total Cost to County: N/A Current Year Portion: Budgeted: Yes Source of Funds: Insurance proceeds and /or Fund 404 Operating Funds. CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: NO If yes, amount: Grant: County Match: Insurance Required: Additional Details: REVIEWED BY: Beth Leto Completed 09/07/2018 2:54 PM T.J Henderson Completed 09/08/2018 4:08 PM Christine Limbert Completed 09/10/2018 2:41 PM Budget and Finance Completed 09/10/2018 2:44 PM Maria Slavik Completed 09/10/2018 2:46 PM Kathy Peters Completed 09/10/2018 3:28 PM Board of County Commissioners Pending 09/19/2018 9:00 AM O1 OE COUNTY Key West hiterriationall Airpoi-t EMAS REPAIR RUNWAY 27 Date: September 19, 2018 Engineered Arresting Systems Corporation (E CO) 2239 High Hill Road 1-.( Township, NJ 08085 ESCO will provide materials, supervision. contractor labor, handling and on-site suppor set as stated and identified as option I of the ES,CO proposal to Key West International Airport (I'M A) dated September 4, 2018 and attached as Exhibit 1. Tile Option I price represents the airport not being able to secure - funding for the Searn sea] retrofit proJect and/or the inability to schedule the block repair in coijiunction with the retrofit project. In the event that funding for the retrofit is obtained and the 9 block repair call lac scheduled in C011JUnCtion with the retrofit, the pricing will revert to Option '2 7. Regarding either Option I or Opnon 2, ESCO agrees to furnish the materials and equipment deigned below, transportation and insurance and to provide 011-Site Support services as needed to assist in the Contractor's performance of its work to the satisfaction of Monroe 1201.1111[)f (Owner mmmm Total Price $8 1,805.00 ESCO shall provide: 9 ENIA S blocks. Price for th is item $1 1.250.00 I Shipping: ESCO to ship blocks to the Airport. Price for this item $3,664.00 Iaastalltatiora (Materials, Supervisicm, Contractor Labor and Handling) Price for this item $66,991,00 Nmm Total Price $65,74-3.00 ESCO shall provide: () E.MAS blocks. Price For this item $1 1,250.00 I Shipping: ESCO to ship blocks to the Airport. Price for this item $3,664.00 Z7 I Installation (Materials, Supervision, Contractor Laborand Handling) Price for this iteni $50,829.00 4. "Terms & conditions: The Contract itself" is not an authorization For F`SCO to ship goods, or begin performance in any way, ESCO may begin performance only after it has received a drily t, I za - issued jxirchase order against the Contract. All purchase orders shall be in written or electronic form, bear the Contract number (ifany) and comply with all other contract requirements. The Owner will pay ESCO in accordance with the Florida Prompt Payment Act, Florida Statues Section 219.735. ESCO shall not be entitled to payment unless and until it submits to the Owner invoices With supporting documentation acceptable to the Monroe County Clerk of Court. of which tray include partial and final releases and waivers oflien; releases and waivers of lien from all contractors and subcontractors of ESCO and of any and all parties required by the owner. Acceptability to the Clerk is based oil generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. The County designates the Clerk of Courts as its agent Linder the Local Governnient Prompt Payment Act, Florida Statues Section 21 8.735. Any anlOUIlt unpaid 30 days after tile invoices date, is Subject to interest at the rate of l% per month or tile maxinlUrn rate allowed by law on the unpaid balance. Owner agrees to pay any expenses incurred ill collecting unpaid balance including attorney's fees and costs. The Owner agrees to pay for EMAS blocks and installation materials, which are stored at or near ESCO's Logan Township, NJ plant, provided ESCO furnishes the Owner with evidence of quality and quantity of the EMAS blocks,. Title and risk of loss transfers at the time of invoicing Price i IIClodes insurance policy, provided by ESCO on behalf of the Owner, by adding the Owner as all additional insured Oil Such policy, against. loss by damage to or disappearance of L_ Such blocks at any time prior to successful shipimnt to the Key West International Airport, i. Total price comprises replacement of 9 (T x T) jet-blast-resistant (JBR) EMAS blocks and associated installation. Notice to proceed (N`FP) is granted upon full execution of this contract. 7. Once the blocks are shipped to the Airport, they are to be stored in traders at a secured location Until time for installation, Storage site at Airport to be provided by Owner at no charge to ESCO. & WARRANTY & LIABILITY— See Exhibit 9. No sales /use or other taxes are included in the above figures, and under no circumstances shall ESCO be liable for any sales, use or similar tax. In the event sales and/or use taxes are levied against ESCO by either the State, County, City or municipality, the Owner expressly assumes liability for any such sales/use or other taxes. 10. Airport work hours available from 10 PM to 6 AM. and a 5-day work week. 11. Monroe County contract clauses are attached hereto as Exhibit 3 and shall be incorporated as if fully restated herein. 11. ESCO shall provide insurance as required on the attached sheet prior to beginning delivery of materials (Exhibit 2). 12. Purchase Orders. No provision of any Owner issued purchase order or other Owner document shall alter or add to this Agreement. IN WITNESS WHEREOF the parties hereto have executed this agreement on the day and date first above written in two (2) counterparts, each of which shall, without proof or accounting for the other counterpart, be deemed an original contract. (SEAL) ATTEST- KEVIN MADOK, CLERK a By Deputy Clerk Mayor/Chairperson 19 �� ~~~_..~~~~°�°~�~ °=~=��°""=�� SY CORPORATION mcmasmFErv&r'LowmoLoav FEWHIJIM Key West tntar ationa Alrpmr 3491 S. Roosevelt Blvd. Key West, FL 33040 AUeotinw Mr, Tyler Bethel September 4, 2018 Subject: Proposal for the Replacement of9EMABK8AX Blocks to the Ex4ASonEYVVO9 Departure End Refenemce� Proposal l4884 materials and labor to replace Nine (9)EH8ASK0A%blocks bo the EK4ASonEYVV Runway 89 Departure End Rev C Dear Tyler: Engineered Arresting Systems Corporation d/b/ Zodiac Arresting Systems Corporation ("ZASA")is pleased to offer the following proposal to Key West International Airport (EYW) to prov the necessary EMAS specific materials to replace gdemoged blocks tm the EYWOg departure end EK4ASbed. This proposal will be providing you and your tearn with two options: 1. A turn-key option and Z.Aturn-key option which will conducted >m conjunction with the -seam sea[ retrofit project. Either of the options can be taken |n order to complete the repair project. Under both options, ZASA will provide y:)u with the 9 EMASMAX blocks, Contractor labor, Materials, ZASA oversight and Shipping required to complete the project, Pricing: Option 1: The proposal for the turn repair is as follows: a Installation (Materials, Supervision, Contractor Labor and Handling) - $66,891.00 - 9EMASyNAX Blocks -$11,ZBlO0 0 Shipping costs to deliver the material to the airport -$3,664.QD Turn-key for 9 blocks, installation and shipping is, $81,805.00 p Installation (K8ateriab, Supervision, Contractor Labor and Handling) $50'829�00 ° 9EMASM#X Blocks -$1I m Shipping costs to deliver the material to the airport -$3 Turn-key with retrofit for 9 blocks installation and shipping is. $65,743,O8 ENGINEERED ARRESTING SYSTEMS CORPORATION °��.��^�~ ��0�� AEROSPACE ENGINEERED ARRESTING ZODIAC SYSTEMS C-ORPORIAT-11-ON, AEROSPACE AEROSAFETY 8 TECHNOLOGY y SYS!Fljjl% ZASA will require sixteen (16) weeks from receipt of a Payment / Notice to Proceed (NTP) / Purchase Order (PO) to have the materials ready to ship Thank you for the opportunity to provide this proposal, Please do not hesitate to contact me if you have any questions or if I can be of any additional assistance in this matter. Sincerely, Mike C. Barnes, C.M. Regional Director Ph: (856) 491-6315 Ernaik n — .ke.barnes@zodi cEjcrosp jLE�&,L -- E ofil M �� ~~.~_~.~~°=~_~�~~�~ ,=~°~��"""°~= �� u�� ~~ °~� �~~".�.� __��"�, =~"= "° °�~.� AsnoaArervmTECHNOLOGY Terms &Comclitinns� ~�m��N�"�� 0��' AEROS PACE J~ This proposal is quoted firm-fixed price and valid for a per of thirty BU days from proposal � Payment terms are Net 30 days, Late payments shall accrue Interest at a rate of 1.0% per month or portion thereof, � When drafting the purchase order (PO) for the repair, the following statement needs to be added to the PO: "Terms & conditions stated in the Engineered Arresting Sy5 Corporation d/b/a Zoe iac Arresting Systems Corporation l"ZASA°) Proposal l4D84 Rev {,dated September 4 for the amount of$81 (Option 2)or$65,743.O0 (Option 2) shall supersede and replace the terms and conditions oma Key West International Airport purchase order #________° � No sales, use or other taxes are included in above price Any such taxes if applicab mus be paid by the airport directly to the taxing authority, Pricing does not include any bond fees. �^ Due to the nature and purpose of the EMA8 product, and the many variables associated with and conditions that affect the arnestmeot of an aircraft, ZAGA will not accept any liability, indemnity, consequential or Incidental damages. � ZASA will provide a9C day limited commercial warranty against defects in materials and workmansh prov ZASA supervises the repair and the process is completed in accordance with ZASA standards (as validated and accepted by ZASA representatives upon completion of the repair). A copy of the warranty Is attached. � ZASA sha extend vendor supplied material warranties to the Airport, to the extent they are prov toZASA Any existing warranty will beexLepdedLo the pnabe/iaup/uvideduwde/ this p/oposuL � The materials provided arem accordance with FAA Advisory Circular 150/S220-22B. ENGINEERED ARRESTING ZODIAC SYSTEM - S C AEROSPACE AEPOSAFETY & TECHNOLOGY ENGINEERED ARRESTING SYSTEMS CORPORATION D/B/A ZODIAC ARRESTING SYSTEMS AMERICA ENGINEEIRED MATERIAL ARRESTING SYSTEM LIMITED WARRANTY ENGINEERED ARRESTING SYSTEMS CORPORATION d/b/a ZODIAC ARRESTING SYSTEMS AMERICA ("ZASA warrants to the original purchase] (tile "Owner") of the ZASA Engineered Material Arrestino 'Systern replacement rnalerials (l MAS Replacement Materials") that, for a period of ninety days (90) frorn the date the EMAS Replacement Materials are installed- and subject to the limitations stated herein, the ENIAS Replacement Materials (excludes base surface preparation) shall conform to the Product specifications contained in the docun previously provided by ZASA with the initial installation of the EMAS. 'I his Warranty is expressly conditioned on the Owner's satisfying all of the following requirements: I MAINTENANCE: ZASA requires that the Owner initiate and follow a preventative maintenance prograrn in accordance with the ZASA Inspection. Maintenance and Repair Manual listed under the clause A pp I i cable D , OCLI nlell&' RIGHT OF INSPECTION: The Owner shall provide ZASA with reasonable access to tile EMAS Replacement Materials after their installation for the purpose of conducting inspections if necessary, Reasonable access shall include, without limitation, access during daylight hours to permit careful Visual assessment of the condition of the EMAS Replacement Materials and access to all records of maintenance carried out by the Owner. NOTIFICATION: If the Owner believes that it has a claim arising frorn the failure of the EMAS Replaceimilt Materials to conform with this Warranty, tile Owner must notify ZASA of the claim, within ten (10) days after discovering the conditions giving rise to the claim. and in any case before the Warranty period has expired. All such notices shall be given by certified mail addressed to Director of Quality Assuraiiee, Attention: Warrant- ,,, Claim Fn&ineered Arresting Systems Corporation, 2239 1-ligh I-lilt Road, Logan Township, NJ 08085_ USA. Failure to adhere to any oi' the conditions stated above shall void this Warranty. WARRANTY REMEDY If the Warranty set forth above is breached, ZASA will, at its sole option, either (I ) correct the non-conformity at its own cost within a reasonable tinge after receiving notice of the breach, or (2) a refund of the price of the non-conforming LIMAS Replacement Niaterial(s) at its own cost within a reasonable time after receivint: notice oil' the breach. The Owner shal I give ZASA reasonable access to the EMAS that allows ZASA to perform its warrant) obligations on its most cost- effective basis possible. EXCLUSIONS ZASA shall not be liable for any darnage to the EMAS Replacement Materials or other property attributable to any of the, following (or any combination thereof): I. Standing water in and around the F.MAS bed, 2. VehiCLIlartraffic,' 3. Alticrafiti iii contact with the EMAS be(l; N ENGINEERED ARRESTING ZODIAC SYSTEMS ' CO I RPORATION" AEROSPACE AEROSAFETY & TECHNOLOGY C rnef"Jrnc; " sysl"" 4. Darnat caused by snow removal equipment that does not meet ZASA specifications detailed n under the clause "Applicable Docurnents" which were provided with the original EMAS installation; 5. Acts, of nature, including, but not limited to, lightning, food, winds in excess of NO rnph. earthqUake, hurricane, tornado, hail storm, or impact of objects or other violent storm or casually; 6. Damage caused by wild l i f e indigel)OLIS to the i nSt3I latiOn location; 7. Repairs or alterations Of [lie FIMAS., unless performed by personnel trained and qualified by ZASA and in a, manner meeting the ZASA sl:iecificatiotis and procedures listed under the clause "Applicable DOCLIments", which were provided with the initial EMAS installation; & Excessive build tip ordebris in and around the EMAS bed; 9. Impact or contact Nvilh other objects, spilled liqUidS cm immersion in liquids (Including fuel dropped from over-flying aircraft); Z� i 10. Use of the EMAS for Purposes Other than those for which it is customarily used; 1 1, 1 niproper maintenance. abuse c r other neglect;; 12. Exposure to chernicals Other than de-icers and aircraft engine exhaust; 11 let Blast in excess of 100 mph; 14. Darnage or defect dLIC to falflt�' Or improper workiltanship, including installation of the product zl� that is not in accordance with ZASA's published specifications and installation recommendations in effect at the tint e of Installation:, 15, Damage to the EMAS Replacenient Materials related to or caused by the base surface not being constructed per the drawings and specifications. ZASA must check and accept the base SLIHEICC prior to the start of EMAS arrestor bed installation and 16, Any subsequent failure of the base surface 4xhelher or not Originally construcied per the drawings and specifications. APPLICABLE DOCUMENTS Project Installation Drawings Itern P-555 EMAS Bed installation by Prime Contractor EMAS Quality Control plan for 1 installation at the Airport, with associated Quality Control Instructions. Inspection, Maintenance and Repair MaIILL',d, Current Version PV ENGINEERED ARRESTING ZODIAC SYSTEMS CORPORATION AEROSPACE AF-ROSAF:-:TY & TECHNOLOGY Afloslmg 'Svsems NO WARRANTY MODIFICATIONS This Warranty aiav not be modified except in a writing signed by ZASA's President for tile Logan Business Unit, No representative, employee, or agent of ZASA, or any person, other than the President for the L,ogan Business Unit of ZASA, has the authority to assume for ZASA any additional liability or responsibility in connection with the EMAS or this Warranty. To ensure registration of this Warranty, please return a signed copy to: Z� Managet-, Quality Assurance Engineei-ed Arresting Systems Corpomition 223 High 1-1111 Road Logan Township, NJ 08085 Phone (856) 241-8620 - Fax (856) 241-8621 Name (]Tease Print) of Authorized Airport Individual: Signature; Date: E EXHIBIT 2 INSURANCE F."SCO shall carry and maintain at least the minimum inSLIOnCe as specified below until completion and acceptance of the work. INSI-JP REQUIREMENTS F'OR ESC Prior to the commencement of work governed by this contract including the pre-stac i n o of personnel and material the ESCO shall obtain at its Own expense Insurance as specified 1�efow. F-SCO Nvil I ensure that the insurance obtained will extend protcetion to all Sub Contractors engaged by E. CO. As an alternative ESCO may require all Subcontractors to obtain con 1 47� - insurance. ESCO will not be permitted to commence work governed by this contract (including pre staging of personnel and material) until satist'actory evidence of the required insurance has been furnished to (lie County as specified below. Delays in the commencement of work resulting from the failure of ESCO to provide satisfactory evidence of the required insurance shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as ifthe work corm on the specified date and time except for ESC s filih,ire to provide satisfactory evidence. ESCO shall maintain the required insurance throughcwt the entire term of this contract and any Z�� extensions specified in any 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 (lie completion ot'work resulting From the lhilure cif ESC0 to maintain the required insurance shall not extend deadlines specified in this contract and any penalties and laill.11T to perform assessments shall be imposed as if the work had not been suspended, except for ESCO s failure to maintain the required insurance. 1 O will be held responsible for all deductibles and self-insured retentions that may be contained in ESCO s Insurance policies. ESCO shall provide to the County as satisfactory evidence of the reqUired insurance either: Certificate of Insurance 01 A Certified copy of the actual insurance policy. m The Comity at its sole option has the right to request a certified copy of any or all insurance policies required by this contract. - l"he acceptance andflor approval of ESCOs insurance shall not be COnSti as relieving ESCO from any liability or obligation aSSUnied Under this contract or imposed by law. The Monroe County Board of County Commissioners its employees and officials will be included as "Additional Insured" oil all policies except For Workers' Compensation. Arty deviations [rom these General Insurance l qUirements must be requested in writing oil the Count)' prepared rorm entitled "Request for Waiver or insurance Requirements and approved by Monroe County Risk Management. PROPERTV/ RISKIINSTALLATION FLOATF-IR Prior to the commencement of work governed by this contract, ESCO shall ensure that the EM AS blocks being purchased under this contract shall be insured oil art "A I I Risk" basis, to include the perils of Flood and Wind, with limits no less than the Replacement Cost Value of EMAS blocks being purchased by the County. Coverage shall be maintained until the EMAS blocks are received by the County in Key West, Florida, As a millinlUrn coverag ge shall extend to the following perils: Fire Lightnill(I Vandalism Z11 Sprinkler Leakage Sinkhole Collapse Falling 0hjjects Falling Windstorm Smoke Explosion Civil Commotion Aircraft and Vehicle Damage Flood In addition, ESCO shall provide, or arrange for the EMAS blocks to be insured as specified above while they are being transported to Key West, Florida. 'Yhe Monroe County Board of County Commissioners shall be named as Loss Payee oil all policies issued to satisfy the above requirements. COMMERCIAL GENERAL LIABILITYINSU RANCE Prior to the commencement of work governed by this contract, ESCO shall obtain General Liability insurance. Coverage shall be maintained thi-002,1110LItthe life ofthe contract and include, as a mimxnurn; Premises Operations Products and Completed Operations Blanket Contractual Liability Personal In Jury Liability Expanded Definition of Property Darnage The milli'MU111 limits acceptable shall be: $1,000, 000 Combined Sinn le Linlit (CSI-) An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy. its PrOViSiOnS ShOUld Include coverage f claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a riiinirnurn of twelve ( 1 ) months following the acceptance of work by the County. VEHICLE LIABILITY INSURANCE Recognizing that the work governed by this contract may require the use of vehicles. ESCO shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of (Ile contract and include, as a mininiuni., liability coverage foj Owned Non Owned and Hired Vehicles The minimum limits acceptable shall be: $1.000,000 Combined Sin-le Limit (CSI.-,) WORKERS COMPENSATION AND EMPLOYER S LIABILITYINSURANCE Ilrior to the com mencement, of ),Nfork governed by t h i s contract, ESCO shal obtain Workers Compensation Insurance Avith Iii sufficient to respond to Florida Statute 440. In addition., ESCO shall obtain Employers I-Jability Insurance with linilts of not less thaw $500,000 Bodily JnjjUry by Accident $500,000 Bodily ln�lury by Disease policy limits $500,000 Bodily lrjury by Disease each employee Coverage shall be maintained thrOUghOUt the entire term of the.. contract. 12 EXHIBIT 3 I ) Books, Records and Docriments. f; CO shall maintain all books, records, and dOCUrnents directly pertinent to performance under this Agreement in accordance with genet accepted accountin g principles consistently applied. Each party to this Agreement or their I authorized representatives shall have reasonable and firriely access to such records of each other party to this Agreement for public records purposes during the term of the Aoreenlent and for L, L, four years following the termination ofthis. Agreement. If an auditor employed by the County Of Clerk determines that monies paid to ESCO pursuant to this Agreement were spent for purposes not authorized by this Agreement, E O shall repay the monies together with interest Calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to ESCO. 2) Governing Law, Venue, Interpretation. Governing I_aw, VenUC,, Interpretation, Costs, and Fees: This Agreement shall be governed by and construed in accordance with the laws of the State of lorida applicable to contracts made and to be performed entirely in the State. In the event that any cause or action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and ESCO agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe COUntV, Florida. The County and ESCO agree that, in the event of conflicting interpretations of [lie terms Or a term of this Agreement by or between any of " them the issue slial I be submitted to mediation prior to the institution of any other administrative or legal proceeding, 3) Severability. If any term, covenant, condition or provision of this Agreement f ' or the application thereof to any circumstance or person) shall be declared invalid Or Unenforceable to any extent, by a Court Of C0111I)CMIt jurisdiction, the rernaining terms, covenants, conditions and provisions of this Agreen shah not be affected thereby; arid each remaining term, covenant, condition and provision of this Agreement shall be valid arid shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining ternis, covenants, conditions and provisions of this Agreement would prevent the accomplishment of [lie original intent ofthis Agreement. The County and ESCO agree to reform the Agreement to replace any stricken provision with a valid provision that cornes as close as possible to the intent of the stricken provision. 4) Attorney's Fees and Costs. The County and ESCO agree that in the event ally CaUSC Of' action or administrative: proceeding is initiated or defended by any party relative t(- the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non - prevailing party. and shall include attorney's fees, Courts costs, investigative, and Out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the FlDrida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 'The terms, covenants, conditions, and provisions of this Agreement '5) Binding Effect, I shall bind and ink-IrC to the benefit of the County and ESCO and their respective legal representatives, successors, and assigns. 6) Authority. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by WN. 7) Claims for Federal or State Aid. ESCO and County agree that each shall be, and M empowered to apply for, seek,, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, rant prol and funding solicitations I �n g shall be approved by each party prior to submission. 8) Adjudication of Disputes or Disagreements. County and ESCO agree that all disputes and disagreements shall be atterripted to be resolved by meet and confer sessions between represematives of each of the parties. ll'no 1'eSOILItiOn can be agreed Upon Within 30 days after tile first meet and confer session, tile issue or issues , be discussed at a JAlblic 11 of tile Board of County Commissioners. If tile issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by I-'lorlda law. 9) Cooperation. In the eve any administrative or legal proceeding is instituted against either I'mi-ty relating to tile fornindon, execii1ion, performance, car- bre,9ch of this Acyreenient- County and FSCO agree to participate, to the extent required by the other party, In all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the set under this Agreement. County and ESCO specifically agree that no party to this Agreement shall be required to enter Into any arbitration proceedings 1 1. related to this Agreement. 10) Nondiscrimination. County and ESCO agree that there will be no discrimination against any person. and it is expressly Understood that Upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without. as further action on the part of any party, effective the date of the court order. ESCO agrees to comply with all Federal and Florida Statiltes, and all local ordinances, as applicable, relating to m nondiscrimination. These include but are not limited to: 1) Title V1 of the Civil Riglits Act of 1 964 (PL 88-352) which prohibits discrimination oil the basis of race, color or national origin. _ 14 Title IX of tile, Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685- 1686), which prohibits discrimination oil the basis of sex, 3) Section 504 of the Rehabilitation Act of 197 3. as amended (20 LISC s, 794). \Vhich prohibits discrimination on the basis of handicaps 4) The Age Discrimination Act of 1975, as amended (42 LJSC ss. 6101-6107) which prohibits discrimination oil the basis of age 5) The DrUzl- p Abuse Office and Treatment Act of t7 1972 (PL 92-255) as amended, relating to nondiscrimination on tile basis ofdrug abuse, 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse, or alcoholism; 7) The Public: Health Service Act of 1912, ss. 523 and 527 (42 U SC ss. 690dd-' ) and 290ee-3), as amended, relating to confidentiality of alcohol and drue, 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) 'File Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to tinne, relating to nondiscrimination on the basis of disability. 10) Any other nondiscrimination provisions in anv Federal or state statutes which may apply to the parties to., or the subject matter of, this Agreerricrit. 11) Covenant of No Interest. County and ESCO covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its perf'orniance under this Agreement. and that only interest of each is to perforrili and receive benefits as recited in this Agreement. 12) Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct fOr public officers and employees as delineated in Section 112-313, Florida Statutes, regarding, but not limited to., solicitation or acceptance of gifts; doing business with ones agency; unauthorized compensation: 1111suse of public position, conflicting employment or contractual relationship, and disclosure or use of' certain information. 13) No Solicitation/Payment. The County and ESCO 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 as bona fide employee workiflg solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For tile breach or violation of the provision, ESCO agrees that tile County shall have the right to terminate this Agreement without liability and, at its discretion, to orfw-t from monies owed, or o, I . thmvise recover. tile full amount 0 f S Lich I'Ce, CO M III i SS i on, Pe rce ntacyc, g I fl, car con s I d e rat I Oil C 15 I 4) Public Records Compliance. ESCO must C0111ply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and ESCO shall allow and permit reasonable access- to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of' Chapter 119, Florida Statutes, and made or received by tile County and ESCO in conjunction With this contract and related to contract performance, '*File County shall have the right to unilaterally cancel this contract upoil violation of this provision by ESCO. Failure of ESCO to abide by the terms of this provision shall be deemed a material breach of dais contract and the County may enforce the terms of this provision in the form of a COUrt proceeding and shall, as a prevailing party, be entitled to relinbur,sernent of all attorney's fees and costs associated with that proceeding, This provision shall survive any termination or expiration of the contract. ESCO is encouraged to consult iv1th its advisors about Florida Public Records Lavv in order to comply with this provision, pursuant to F. S. 119.0701 and the terms and conditions ofthis contract, ESCO is required to: ( I ) Keep and maintain public records that would be required by the County to perforrri the service, (2) Upon receipt from tile County's custodian of' records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) En ure that public records that are exempt or confidential and exempt irony public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of tile contract if the contractor does not transfer the records to the County, (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of ESCO or keep, and maintain public records that would be required by the County to perform the set-vice. If F�SCO trall;ifel-S all I-Mblic records to the COUnty UpOn Willpletion of the. contract, ESCO shall destroy any duplicate public records that are exempt or confidential and exerript frorn public records disclosure requirements, IF ESCO keeps and maintains public records upon completion of the contract, ESCO shall meet all applicable requirements - for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records. in a format that is cornpatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County Contract Must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify E- CO of the request, and [_SCO must provide the records to the County or allow the records to be inspected or copied within a reasonable time, IF E. CO HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119. FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC W RI-CORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC Rr--, COO DS, BRIAN BRADLEY, AT (305) 292-3470 15) Non- Waiver oflnimunity, Notwithstanding fie provisions of See, 768.28. Florida Statutes, the participation of the County and ESCO in this Agreement and tile acquisition of any commercial liability insurance coverage, self-insurance coverage, or local -overnment, liability insurance, pool coverage shall riot be deerned a waiver of immunity to the extent of livability r-1 I coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 16) Privileges and Immunities. All of tile 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 ernIllovees ofthe County, when performing their respective functions under this Aureernent 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. 17) Legal Obligations and Responsibilities; Non-Delegation of Constitutional or StaftltOl')i Duties. This Agreement is not intended to, nor shall It be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in vvhlch case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Aareenient is riot intended to, nor shall it be construed as, authorizing the delegation of tile constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 18) Non-Reliance by Non- Parties. No person or entity' shall be entitled to rely upon the terms, or ally 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 ESCO agree that neither the County nor ESCO riot 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 tile purposes contemplated in this Agreeimi 1 9) Attestations. ESCO agrees to execute such documents as the County may reasonably reqt.ril to include a Public Entity Crime Statement, an E Statement, and a Dru—Free W(:�rkplace Statement. 1 77 20) No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his cm her individual cal- and tic) member, officer, agent oi employee of Monroe County shall be liable personally on this Agreement oi be Subject to any personal liability or accountability by reason oaf the execution of this Agreement. 2 Execution in Counterparts. This Agreement may be executed in any number or 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 liereto niav execute this Aoreement by signing any such counterpart. 22) Section Fleadings. Section headings have been inserted in this Affreern a I ent S a matter of convenience of reference only, and it is agreed that such section headings are not as part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 23) Mutual Review. This agrecrnent has been carefully reviewed by ESCO and the County, therefore this agreement is not to be construed against either party on the basis of authorship. 24) 1 udem n ification/Hold Harmless. Notwithstanding any rn i n i rn U rn insurance requirements prescribed elsewhere in this agreement. ESCO shall defend, indemnify and hold the County and the County's elected and appointed officers and employees harmless from and ap ings, ,ainst (i) any claims, actions Or CaLlSeS ofaction (h) any lit; administrative proceed' appellate proceedings, or other proceedings relating to any type of injury (including death), loss, darnage, fine. penalty or business interruption, and (iii) any costs or expenses (including, without limitation, costs of rernediation and costs of additional security measures that the Federal Aviation Administration, the Transportation Security Administration or any other governriental 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 l.'ienaltles) that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any negligent acts or willful misconduct of'ESCO or any of its employees, agents, contractors or other Invitees on the Airport during the term of this Agreernent, or (B) LSO's default in respect of 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 frorn the intentional or sole neolioent acts or ornissions, including but not limited to Improper maintenance ol'the system or runway and/or improper use or misuse of the system, of the County or any of its employees. agents,., contractors or Invitees (other than SCO). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or proceedings, circunistances that OCCUr during the term of this Agreement, this section will survive the expiration of the term of this lease or any earlier termination of this Agreement. IS ZODIAC ARRESTING SYSTEMS AMERICA Aevsafety seg mM Engineered Arresting Systems Corporation 'A December 1, 2017 Key West International Airport 3491 S. Roosevelt Blvd. Key West, FL 33040 Attention: Mr. Tyler Bethel - Maintenance Supervisor Subject: EMAS Bed Materials Sole Source Letter Reference: BEMA 770 - Replacement Tops Proposal Dear Tyler: Engineered Arresting Systems Corporation d/b /a Zodiac Arresting Systems Corporation ( "ZASA ") is pleased to offer an explanation regarding the sole source nature of our materials/components which comprise your EMAS system. Because of the proprietary nature of the materials requested in BEMA 946 and replacement tops in BEMA 952, ZASA is the sole source for the purchase of these referenced proposal items. Please do not hesitate to contact me if you have any questions or if I can be of any additional assistance in this matter. Sincerely, Mike C. Barnes, C.M. Sr. Tech. Sales Specialist Ph: (856) 491 -6315 Email: mike . ENGINEERED ARRESTING SYSTEMS Corp., d /b /a ZODIAC ARRESTING SYSTEMS AMERICA 2239 High Hill Road, Logan Township NJ 08085 w zodiacaerospace corn