Item C20 C.20
J �� BOARD OF COUNTY COMMISSIONERS
County of Monroe ire �f �r�l � � Mayor Heather Carruthers,District 3
IleOI1da Keys Mayor Pro Tem Michelle Coldiron,District 2
Craig Cates,District I
David Rice,District 4
Sylvia J.Murphy,District 5
County Commission Meeting
June 17, 2020
Agenda Item Number: C.20
Agenda Item Summary #6972
BULK ITEM: Yes DEPARTMENT: Airports
TIME APPROXIMATE: STAFF CONTACT: Richard Strickland (305) 809-5200
No
AGENDA ITEM WORDING: Approval of 1st Amendment to the Master Agreement for
Professional Services with THC, Inc. to provide engineering, consulting and other professional
services for the next phases of the Noise Insulation Program at Key West International Airport. The
agreement is funded by FAA grants (90%) and PFC 417 (10%).
ITEM BACKGROUND: The County is currently engaged in a multi-year Noise Insulation
Program (NIP) involving hundreds of residences, and the consultant has been and continues to be an
integral part of the NIP project process. The original five-year agreement with THC, Inc. has two
(2) five-year renewal options, and the Airports recommends that the County exercise the first renew
option and renew the agreement for five years
PREVIOUS RELEVANT BOCC ACTION: Authorized staff to issue the notice of competitive
solicitation on December 10, 2014; authorized staff to negotiate a contract with the most qualified
respondent on March 18, 2015; and approved consulting contract with THC, Inc. on June 10, 2015.
CONTRACT/AGREEMENT CHANGES:
Renews agreement for five years, updates the non-discrimination and public records clauses, and
adds federal provisions to the original agreement.
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
THC, Inc. 1 st Amendment
FINANCIAL IMPACT:
Effective Date: July 1, 2020
Expiration Date: June 30, 2025
Packet Pg.725
C.20
Total Dollar Value of Contract: Varies per project; rates are contained in Master Agreement
Total Cost to County: -0-
Current Year Portion:
Budgeted: Yes
Source of Funds: FAA and PFC 417
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: No If yes, amount:
Grant:
County Match:
Insurance Required: Yes
Additional Details:
REVIEWED BY:
Beth Leto Completed 05/28/2020 4:37 PM
Richard Strickland Completed 06/01/2020 6:04 PM
Pedro Mercado Completed 06/02/2020 8:49 AM
Purchasing Completed 06/02/2020 8:57 AM
Budget and Finance Completed 06/02/2020 11:32 AM
Maria Slavik Completed 06/02/2020 12:05 PM
Kathy Peters Completed 06/02/2020 12:30 PM
Board of County Commissioners Pending 06/17/2020 9:00 AM
Packet Pg.726
1"AMENDMENT TO THE
MASTER AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THC, INC. AND
MONROE COUNTY, FLORIDA
THIS AMENDMENT is entered into this 17th day of June 2020 by and between Monroe
County,a political subdivision of the State of Florida whose address is 1100 Simonton Street,Key
West,Florida 33040(hereinafter called"COUNTY") and THC,Inc.,a Sub-Chapter S Corporation
authorized to do business in the State of Florida, whose address is 3300 Breckinridge Blvd.. Ste
200, Duluth, Georgia 30096 (hereinafter called "CONSULTANT").
WITNESSETH
WHEREAS, on the 10`h day of June 2015, the COUNTY and CONSULTANT entered in
to a Master Agreement for Professional Services (hereinafter Original Agreement); and,
WHEREAS,the Original Agreement grants to COUNTY the option to renew the Original
Agreement for two (2) additional five (5)year terms; and
WHEREAS,the COUNTY is currently engaged in a multi-year Noise Insulation Program
(NIP) project involving hundreds of residences; and
WHEREAS,the CONSULTANT has been and continues to be an integral part of the NIP
project process; and
WHEREAS, the COUNTY's interests are best served by assuring continuity throughout
the current NIP project; and
WHEREAS,the COUNTY desires to exercise its option to renew the Original Agreement;
and
WHEREAS,the language of the non-discrimination and public records provisions need to
be updated and certain federal provisions added to the terms of the Original Agreement; and
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
below, the parties agree to amend the original agreement as follows:
Section 1. Article 3. DATES OF PERFORMANCE of the Original Agreement is amended to read
as follows:
3. DATES OF PERFORMANCE
The term of this AGREEMENT shall be 5 years, commencing on July 1, 2020 and
terminating on June 30, 2025. The term may be extended for one (1) additional five (5)
year terms at the COUNTY's sole discretion. Performance on assigned tasks shall
commence upon receipt by the CONSULTANT of a Professional Service Order. The
CONSULTANT acknowledges that the COUNTY will not be required to issue any given
Professional Service Order to the CONSULTANT until receipt of federal and state grant
funds and at the COUNTY'S discretion.
Section 2. Article 10.NONDISCRIMINATION of the Original Agreement is amended to read as
follows:
10. NONDISCRIMINATION
The parties agree that there will be no discrimination against any person, and it is
expressly understood that upon a determination by a court of competent jurisdiction that
discrimination has occurred,this Agreement automatically terminates without any further
action on the part of any party, effective the date of the court order. The parties agree 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 VII of the
Civil Rights Act of 1964 (PL 88-352), which prohibit discrimination in employment on
the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education
Amendment of 1972, as amended (20 USC §§ 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 § 794), which prohibits discrimination on the basis of
handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC §§ 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, §§ 523 and 527 (42 USC §§ 690dd-3 and 290ee-3), as amended,
relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the
Civil Rights Act of 1968 (42 USC §§ 3601 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 §§ 12101), as amended from time to time, relating to
nondiscrimination in employment on the basis of disability; 10) Monroe County Code
Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex,
religion, national origin, ancestry, sexual orientation, gender identity or expression,
familial status or age; and 11) any other nondiscrimination provisions in any federal or
state statutes which may apply to the parties to,or the subject matter of,this Agreement.
Section 3. Article 31.PUBLIC ACCESS of the Original Agreement is amended to read as follows:
31. PUBLIC ACCESS
Public Records Compliance. CONSULTANT must comply 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 CONSULTANT 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 the COUNTY and CONSULTANT
in conjunction with this contract and related to contract performance. The COUNTY shall
have the right to unilaterally cancel this contract upon violation of this provision by the
CONSULTANT. Failure of the CONSULTANT to abide by the terms of this provision
shall be deemed a material breach of this 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 reimbursement of all attorney's fees and costs associated with that proceeding.
This provision shall survive any termination or expiration of the contract.
The CONSULTANT is encouraged to consult with its advisors about Florida Public
Records Law in order to comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the
CONSULTANT is required to;
(1) Keep and maintain public records that would be required by the COUNTY to perform
the service.
(2) Upon receipt from the 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) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and following completion of the contract if the
CONSULTANT 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 the CONSULTANT or keep and maintain public records that
would be required by the COUNTY to perform the service. If the CONSULTANT transfers
all public records to the COUNTY upon completion of the contract, the CONSULTANT
shall destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. If the CONSULTANT keeps and maintains public
records upon completion of the contract, the CONSULTANT 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 compatible 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 the CONSULTANT of the request, and the
CONSULTANT must provide the records to the COUNTY or allow the records to be
inspected or copied within a reasonable time.
If the CONSULTANT does not comply with the COUNTY's request for records, the
COUNTY shall enforce the public records contract provisions in accordance with the
contract, notwithstanding the COUNTY's option and right to unilaterally cancel this
contract upon violation of this provision by the CONSULTANT. A CONSULTANT who
fails to provide the public records to the COUNTY or pursuant to a valid public records
request within a reasonable time may be subject to penalties under Section 119.10, Florida
Statutes.
CONSULTANT shall not transfer custody, release, alter, destroy or otherwise dispose of
any public records unless or otherwise provided in this provision or as otherwise provided
by law.
IF THE CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS, BRIAN BRADLEY, AT (305) 292-34705 BRADLEY-
BRIAN c@MONROECOUNTY-FL.GOV, MONROE COUNTY
ATTORNEY'S OFFICE, 1111 12th STREET, SUITE 408, KEY WEST, FL
33040.
Section 4. The following FEDERAL CONTRACT REQUIREMENTS language is hereby added
to the contract as ARTICLE 42 as follows:
42. FEDERAL CONTRACT REQUIREMENTS
A. EQUAL EMPLOYMENT OPPORTUNITY
During the performance of this Agreement,the CONSULTANT, in accordance with Equal
Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Camp.,
p. 339), as amended by Executive Order 11375, Amending Executive Order 11246
Relating to Equal Employment Opportunity, and implementing regulations at 41 C.F.R.
Part 60 (Office of Federal Contract Compliance Programs, Equal Employment
Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix I1, ¶ C, agrees as
follows:
1) The CONSULTANT will not discriminate against any employee or
applicant for employment because of race, color, religion, sex, sexual orientation, gender
identity,or national origin.The CONSULTANT will take affirmative action to ensure that
applicants are employed, and that employees are treated during employment, without
regard to their race, color, religion, sex, sexual orientation, gender identity, or national
origin. Such action shall include, but not be limited to the following: Employment,
upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship. The CONSULTANT agrees to post in conspicuous places,
available to employees and applicants for employment, notices to be provided by the
contracting officer setting forth the provisions of this nondiscrimination clause.
2) The CONSULTANT will, in all solicitations or advertisements for
employees placed by or on behalf of the Consultant, state that all qualified applicants will
receive consideration for employment without regard to race, color, religion, sex, sexual
orientation, gender identity,or national origin.
3) The CONSULTANT will not discharge or in any other manner discriminate
against any employee or applicant for employment because such employee or applicant has
inquired about, discussed, or disclosed the compensation of the employee or applicant or
another employee or applicant. This provision shall not apply to instances in which an
employee who has access to the compensation information of other employees or
applicants as a part of such employee's essential job functions discloses the compensation
of such other employees or applicants to individuals who do not otherwise have access to
such information, unless such disclosure is in response to a formal complaint or charge, in
furtherance of an investigation, proceeding, hearing, or action, including an investigation
conducted by the employer,or is consistent with the CONSULTANT's legal duty to furnish
information.
4) The CONSULTANT will send to each labor union or representative of
workers with which it has a collective bargaining agreement or other contract or
understanding,a notice to be provided by the agency contracting officer,advising the labor
union or workers' representative of the contractor's commitments under section 202 of
Executive Order 11246 of September 24, 1965, and shall post copies of the notice in
conspicuous places available to employees and applicants for employment.
5) The CONSULTANT will comply with all provisions of Executive Order
11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the
Secretary of Labor.
6) The CONSULTANT will furnish all information and reports required by
Executive Order 11246 of September 24, 1965,and by the rules, regulations,and orders of
the Secretary of Labor, or pursuant thereto, and will permit access to his books, records,
and accounts by the contracting agency and the Secretary of Labor for purposes of
investigation to ascertain compliance with such rules, regulations, and orders.
7) In the event of the CONSULTANT's non-compliance with the
nondiscrimination clauses of this contract or with any of such rules, regulations,or orders,
this contract may be canceled, terminated or suspended in whole or in part and the
Consultant may be declared ineligible for further Government contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965, and such other
sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as
otherwise provided by law.
8) The CONSULTANT will include the portion of the sentence immediately
preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every
subcontract or purchase order unless exempted by rules, regulations, or orders of the
Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September
24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The
CONSULTANT will take such action with respect to any subcontract or purchase order as
the administering agency may direct as a means of enforcing such provisions, including
sanctions for non-compliance; provided, however, that in the event a CONSULTANT
becomes involved in, or is threatened with, litigation with a sub consultant or vendor as a
result of such direction by the administering agency the contractor may request the United
States to enter into such litigation to protect the interests of the United States.
B. MISCELLANEOUS FEDERAL CONTRACT REQUIREMENTS
1) The Consultant and its subcontractors must follow the provisions as set forth in
2 C.F.R. §200.326 and 2 C.F.R. Part 200, as amended including but not limited to:
2) Davis-Bacon Act, as amended (40 U.S.C. §§3141-3148). When required by Federal
program legislation,which includes emergency Management Preparedness Grant Program,
Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland
Security Grant Program,Port Security Grant Program and Transit Security Grant Program,
all prime construction contracts in excess of$2,000 awarded by non-Federal entities must
comply with the Davis-Bacon Act (40 U.S.C. §§3141-3144, and §§3146-3148) as
supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards
Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction"). In accordance with the statute, contractors must be required to pay wages
to laborers and mechanics at a rate not less than the prevailing wages specified in a wage
determination made by the Secretary of Labor. In addition,contractors must be required to
pay wages not less than once a week. if applicable, the County must place a current
prevailing wage determination issued by the Department of Labor in each solicitation.The
decision to award a contract or subcontract must be conditioned upon the acceptance of the
wage determination. The County must report all suspected or reported violations to the
Federal awarding agency. When required by Federal program legislation, which includes
emergency Management Preparedness Grant Program,Homeland Security Grant Program,
Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port
Security Grant Program and Transit Security Grant Program (it does not apply to other
FEMA grant and cooperative agreement programs, including the Public Assistance
Program), the contractors must also comply with the Copeland "Anti-Kickback" Act (40
U.S.C. § 3145), as supplemented by Department of Labor regulations (29 CFR Part 3,
"Contractors and Subcontractors on Public Building or Public Work Financed in Whole or
in Part by Loans or Grants from the United States").As required by the Act,each contractor
or sub recipient is prohibited from inducing, by any means, any person employed in the
construction,completion,or repair of public work,to give up any part of the compensation
to which he or she is otherwise entitled. The County must report all suspected or reported
violations to the Federal awarding agency.
a) The CONSULTANT shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145,and
the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated
by reference into this contract.
b) Subcontracts. The CONSULTANT or sub consultant shall insert in any
subcontracts the clause above and such other clauses as the FEMA may by
appropriate instructions require, and also a clause requiring the sub consultants to
include these clauses in any lower tier subcontracts. The CONSULTANT shall be
responsible for the compliance by any sub consultant or lower tier sub consultant
with all of these contract clauses.
C) Breach. A breach of the contract clauses above may be grounds for termination
of the contract,and for debarment as a contractor and subcontractor as provided in
29 C.F.R. § 5.12.
C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C.
3701-3708).
Where applicable, which includes all FEMA grant and cooperative agreement programs,
all contracts awarded by the COUNTY in excess of$100,000 that involve the employment
of mechanics or laborers must comply with 40 U.S.C.§§ 3702 and 3704, as supplemented
by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. §3702 of the Act,
each contractor must compute the wages of every mechanic and laborer on the basis of a
standard work week of 40 hours. Work in excess of the standard work week is permissible
provided that the worker is compensated at a rate of not less than one and a half times the
basic rate of pay for all hours worked in excess of 40 hours in the work week. The
requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no
laborer or mechanic must be required to work in surroundings or under working conditions
which are unsanitary, hazardous or dangerous. These requirements do not apply to the
purchases of supplies or materials or articles ordinarily available on the open market, or
contracts for transportation or transmission of intelligence.
D. RIGHTS TO INVENTIONS
Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the
definition of "funding agreement" under 37 CFR §401.2 (a) and the recipient or sub
recipient wishes to enter into a contract with a small business firm or nonprofit organization
regarding the substitution of parties, assignment or performance of experimental,
developmental, or research work under that "funding agreement," the recipient or sub
recipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions
Made by Nonprofit Organizations and Small Business Firms Under Government Grants,
Contracts and Cooperative Agreements," and any implementing regulations issued by the
awarding agency.
E. CLEAN AIR ACT (42 U.S.C. 7401-7671q.) AND WATER POLLUTION
CONTROL ACT(33 U.S.C. 1251-1387)
CONSULTANT agrees to comply with all applicable standards, orders or regulations
issued pursuant to the Clean Air Act (42 U.S.C. §§7401-7671q) and the Federal Water
Pollution Control Act as amended (33 U.S.C. §§1251-1387) and will report violations to
FEMA and the Regional Office of the Environmental Protection Agency(EPA).The Clean
Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act(33 U.S.C.
1251-1387), as amended—applies to Contracts and sub grants of amounts in excess of
$150,000.
F. DEBARMENT AND SUSPENSION (Executive Orders 12549 and 12689)
A contract award(see 2 CFR 180.220)must not be made to parties listed on the government
wide exclusions in the System for Award Management (SAM), in accordance with the
OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986
Comp.,p. 189)and 12689(3 CFR part 1989 Camp.,p.235),"Debarment and Suspension."
SAM Exclusions contains the names of parties debarred,suspended,or otherwise excluded
by agencies, as well as parties declared ineligible under statutory or regulatory authority
other than Executive Order 12549.
G. BYRD ANTI-LOBBYING AMENDMENT (31 U.S.C. 1352)
CONSULTANT's that apply or bid for an award exceeding$100,000 must file the required
certification. Each tier certifies to the tier above that it will not and has not used Federal
appropriated funds to pay any person or organization for influencing or attempting to
influence an officer or employee of any agency,a member of Congress,officer or employee
of Congress, or an employee of a member of Congress in connection with obtaining any
Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also
disclose any lobbying with non-Federal funds that takes place in connection with obtaining
any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal
award.
H. PROCUREMENT OF RECOVERED MATERIALS
Compliance with Procurement of recovered materials as set forth in 2 CFR § 200.322.
CONSULTANT must comply with section 6002 of the Solid Waste disposal Act, as
amended by the Resource Conservation and Recovery Act. The requirements of Section
6002 include procuring only items designed in guidelines of the Environmental Protection
Agency (EPA) at 40 CPR part 247 that contain the highest percentage of recovered
materials practicable, consistent with maintaining a satisfactory level of competition,
where the purchase price of the item exceeds$10,000 or the value of the quantity acquired
during the preceding fiscal year exceeded $10,000; procuring solid waste management
services in a manner that maximizes energy and resource recovery; and establishing an
affirmative procurement program for procurement of recovered materials identified in the
EPA guidelines.
I. AMERICANS WITH DISABILITIES ACT OF 1990 (ADA)
The CONSULTANT will comply with all the requirements as imposed by the ADA, the
regulations of the Federal government issued thereunder, and the assurance by the
CONSULTANT pursuant thereto.
J. DISADVANTAGED BUSINESS ENTERPRISE
Disadvantaged Business Enterprise (DBE) Policy and Obligation - It is the policy of the
COUNTY that DBE's, as defined in 49 C.F.R. Part 26, as amended, shall have the
opportunity to participate in the performance of contracts financed in whole or in part with
COUNTY funds under this Agreement. The DBE requirements of applicable federal and
state laws and regulations apply to this Agreement.The COUNTY and its CONSULTANT
agree to ensure that DBE's have the opportunity to participate in the performance of this
Agreement. In this regard, all recipients and contractors shall take all necessary and
reasonable steps in accordance with applicable federal and state Iaws and regulations to
ensure that the DBE's have the opportunity to compete for and perform contracts. The
COUNTY and the CONSULTANT and sub consultants shall not discriminate on the basis
of race, color, national origin or sex in the award and performance of contracts, entered
pursuant to this Agreement.
2 C.F.R. § 200.321 CONTRACTING WITH SMALL AND MINORITY BUSINESSES,
WOMEN'S BUSINESS ENTERPRISES,AND LABOR SURPLUS AREA FIRMS
a. If the CONSULTANT,with the funds authorized by this Agreement,seeks
to subcontract goods or services, then, in accordance with 2 C.F.R. §200.321, the
CONSULTANT shall take the following affirmative steps to assure that minority
businesses, women's business enterprises, and labor surplus area firms are used
whenever possible.
b. Affirmative steps must include:
(1) Placing qualified small and minority businesses and women's
business enterprises on solicitation lists;
(2) Assuring that small and minority businesses, and women's business
enterprises are solicited whenever they are potential sources;
(3) Dividing total requirements, when economically feasible, into
smaller tasks or quantities to permit maximum participation by small and
minority businesses,and women's business enterprises;
(4) Establishing delivery schedules,where the requirement permits,
which encourage participation by small and minority businesses,and
women's business enterprises;
(5) Using the services and assistance,as appropriate, of such
organizations as the Small Business Administration and the Minority
Business Development Agency of the Department of Commerce.
(6) Requiring the CONSULTANT, if subcontracts are to be let, to take
the affirmative steps listed in paragraph (1)through (5) of this section.
K. E-VERIFY
The CONSULTANT shall utilize the U.S. Department of Homeland Security's E-Verify
system to verify the employment eligibility of all new employees hired by the
CONSULTANT during the term of the Contract and shall expressly require any
subcontractors performing work or providing services pursuant to the Contract to likewise
utilize the U.S. Department of Homeland Security's E-Verify system to verify the
employment eligibility of all new employees hired by the subcontractor during the Contract
term.
L. ACCESS TO RECORDS
CONSULTANT and their successors, transferees, assignees, and subcontractors
acknowledge and agree to comply with applicable provisions governing the Department of
Homeland Security (DHS) and the Federal Emergency Management Agency's (FEMA)
access to records, accounts, documents, information, facilities,and staff. CONSULTANT
must 1. Cooperate with any compliance review or complaint investigation conducted by
DHS 2.Give DHS access to and the right to examine and copy records,accounts,and other
documents and sources of information related to the grant and permit access to facilities,
personnel,and other individuals and information as may be necessary,as required by DHS
regulations and other applicable laws or program guidance. 3. Submit timely, complete,
and accurate reports to the appropriate DFIS officials and maintain appropriate backup
documentation to Support the reports.
DI-IS Deal, Logo and Flags: Contractor shall not use the Department of Homeland Security
scal(s). looros, crests. or reproduction of flans or likeness of'DHS agency officials without
specific FEMA approval.
M. CHANGES TO CONTRACT
The CONSULTANT understands and agrees that any cost resulting from a change or
modification. change order, or constructive change of the agreement must be within the
scope of any Federal orant or cooperative agreement that may fund this Project and
reasonable for the completion of the Project. Any contract change or modification, change
t'
order or C011MRICtiVe change must be approved in writing by both the COUNTY and
CONSULTANT.
Section 5. All other provisions ofthe Master Agreement for Professional Services Between TFIC,
Inc. and Monroe County dated June 10, 2015 not inconsistent herewith, shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the (lay. month,
and year first above written.
(SEAL) BOARD OF COUNTY COMMISSIONERS
ATTEST: KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA
By
Mayor/Chairman
CONSULTANT:
Witnesses Tvic. INC.
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MASTER AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THC, INC. AND
MONROECOUN (,FLORIDA
THIS MASTER AGREEMENT is entered into this 1 01h day of June 2015 by and between
Monroe County, a political subdivision of the State of Florida whose address is 1100 Simonton
Street, Key West, Florida 33040 (hereinafter called "COUNTY"), and THC, Inc., a Sub-Chapter
S Corporation authorized to do business in the State of Florida, whose address is 1755 North
Brown Road, Lawrenceville, Georgia 30043 (hereinafter called "CONSULTANT").
I. SCOPE OF SERVICES
The CONSULTANT shall manage and implement noise mitigation projects as authorized from
time to time by Professional Service Orders in and around the noise impacted areas in close
proximity to Key West International Airport. CONSULTANT shall specifically perform all tasks
to an acceptable level of effort set forth in the Project Scope, which is attached hereto as
Appendix A. The COUNTY, to initiate performance under this Agreement, shall issue an
individual Professional Service Order to the CONSULTANT for each phase of the noise
mitigation program. Each Professional Service Order will be agreed to form and content between
the COUNTY and the CONSULTANT, and initiated via a Notice-to-Proceed with Services. All
tasks described in each Professional Service Order will be performed by the CONSULTANT via
the lump-sum contract format unless the Professional Service Order sets forth an alternative
payment format. Professional Service Orders must be executed by COUNTY and
CONSULTANT authorized representatives as set forth in the Agreement. In providing services
under this Master Agreement, and all associated Professional Service Orders, the
CONSULTANT shall report directly to the Airport Noise Mitigation Program Coordinator, Ms.
Deborah Murphy-Lagos. The CONSULTANT shall, upon receipt of each duly executed
Professional Service Order, perform the work described in the Professional Service Order in
accordance with Appendix "A" as may be required in said Professional Service Order.
2. STAFFING
CONSULTANT'S employees enumerated below are to be assigned to the project:
1. Mr. Steve Vecchi - Director of Sound Insulation Programs. Mr. Vecchi will provide
overall program consultation and guidance to the COUNTY and the consultant team. Mr. Vecchi
will travel to Key West for various meetings, consultant team coordination and planning
sessions.
2. Mr. Ed Rogers — Construction Manager. Mr. Rogers will serve as the Construction
Manager and travel extensively to Key West for on-site work. Mr. Rogers will also provide
services to the project while away from Key West.
CONSULTANT shall not replace the above named persons without the prior approval of
COUNTY, If a successor to one of the assigned persons cannot be mutually agreed upon,
COUNTY shall have the right to terminate this Agreement upon thirty (30) days' notice. Any
replacement of other listed personnel shall be by persons of equal qualifications, which shall be
attested to by CONSULTANT. The above named persons shall be required to give this
contractual obligation top priority. CONSULTANT shall provide, at its own expense, all
personnel required in performing the services under this Agreement. Such personnel shall not be
employees of, or have any other contractual relationships with, the COUNTY.
3. DATES OF PERFORMANCE
The term of this AGREEMENT shall be 5 years, corninencing on July 1, 2015 and terminating
on June 30, 2020. The term may be extended for two (2) additional five (5) year terms at the
COUNTY's sole discretion. Performance on assigned tasks shall commence upon receipt by the
CONSULTANT of a Professional Service Order. The CONSULTANT acknowledges that the
COUNTY will not be required to issue any given Professional Service. Order to the
CONSULTANT until receipt of federal and state grant funds and at the COUNTY'S discretion.
4. COMPENSATION
The CONSULTANT will perform the services described in each individual Professional Service
Order for the Lump-Sum Arnount agreed to by the COUNTY and the CONSULTANT (unless
the Professional Service Order sets forth an alternative payment format). This lump-sum amount
for each Professional Service Order represents a not-to-exceed amount which includes the
CONSULTANT'S professional fees and associated expenses for the completion of the project
scope associated with each individual Professional Service Order. This lump-sum amount also
includes all sub-consultant fees and associated expenses. COUNTY shall pay the
CONSULTANT upon CONSULTANT'S percent of completion of tasks identified within each
Professional Service Order.
In case of termination of the contract before completion of the work, the CONSULTANT will be
paid only for the work completed as of the date of termination as determined by the COUNTY.
4. BILLING
CONSULTANT shall provide COUNTY with monthly billings which shall include, but not be
limited to,
the following:
A. Percentage completion of each task performed to date.
B. General task performed.
C. A summary of the amount of the monthly bill designated to the sub-consultant and DBE
firms, and a total to date designated to those firms.
Where a Professional Service Order specifies an alternative payment format,the Consultant shall
submit to the County an invoice with supporting documentation acceptable to the Clerk.
Acceptability to the Clerk is based on generally accepted accounting principles and such laws,
rules and regulations as may govern the Clerk's disbursal of funds.
5. OWNERSHIP OF DATA
Upon completion of the work or upon termination of the Agreement, it is understood that all
completed or partially completed data, drawings, records, computations, survey information, and
all other material that CONSULTANT has collected or prepared in carrying out this Agreement
shall be provided to and become the exclusive property of COUNTY. Therefore, any reports,
information, and data given to or prepared or assembled by CONSULTANT under this
Agreement shall not be made available to any individual or organization by CONSULTANT
without the prior approval of COUNTY.
No reports, maps, or other documents produced in whole or in part under this Agreement shall be
the subject of an application for copyright by or on behalf of CONSULTANT,
6, REPORTS
CONSULTANT shall provide written progress reports to COUNTY on a monthly basis or as
directed by the COUNTY.
7. AUDIT AND INSPECTION OF RECORDS
CONSULTANT shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted accounting principles
consistently applied. Each party to this Agreement or their authorized representatives shall have
reasonable and timely access to such records of each other party to this Agreement for public
records purposes during the term of the Agreement and for four (4) years following the
termination of this Agreement. Such inspection rights shall not extend to CONSULTANT's
proprietary information. If an auditor employed by the COUNTY or Clerk of Courts deten-nines
that monies paid to CONSULTANT pursuant to this Agreement were spent for purposes not
authorized by this Agreement, the CONSULTANT shall repay the monies together with interest
calculated pursuant to Sec. 55.03; FS, running from the date the monies were paid to
CONSULTANT.
S. AFFIRMATIVE ACTION
The CONSULTANT assures that it will undertake an affirmative action program as
required by 14 CFR Part 152, Subpart E, to insure that no person shall on the grounds of race,
creed, color, national origin, or sex be excluded from participating in any employment activities
covered in 14 CFR Part 152, Subpart E. The CONSULTANT assures that no person shall be
excluded on these grounds from participating in or receiving the services or benefits of any
program or activity covered by this subpart, The CONSULTANT assures that it will require that
its covered sub organizations provide assurances to the CONSULTANT that they similarly will
undertake affirmative action programs and that they will require assurances from their sub
organizations, as required by 14 CFR Part 152, Subpart E, to the same effect.
9. DISADVANTAGED BUSINESS ENTERPRISE SUBCONTRACTOR GOALS
The established DBE goal for this contract is 11.4%. Should any DBE subcontractors be used on
this contract, the subcontractor's name, address, type of work performed and subcontract amount
shall be reported as part of the project close-out documentation. In accordance with these goals,
the contractor shall ensure, to the best of its ability, that DBE companies have the maximum
opportunity to participate in this project.
10. NONDISCRIMINATION
Consultant agrees 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 tenninates 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 IX of the Education
Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits
discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended
(20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age
Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which prohibits discrimination
on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as
amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive
Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-
616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)
The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as
amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of
the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the
sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s.
1201 Note), as 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.
11. INDEMNIFICATION
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 rernediation and costs of additional
security measures that the Federal Aviation Administration, the Transportation Security
Administration or any other goverm-nental 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 of, or in connection with, (A) the negligence or willful misconduct of Consultant
or any of its employees, agents, contractors or other invitees, or (B) Consultant'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
fi-orn the intentional or sole negligent acts or omissions of the County or any of its employees,
agents, contractors or invitees (other than Consultant). 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.
12. INSURANCE
The CONSULTANT shall purchase and maintain policies of insurance and proof of financial
responsibility to cover costs as may arise from claims of tort, statutes and benefits under
Workers' Compensation laws, as respects damage to persons or property and third parties in such
coverages and amounts as required and approved by the COUNTY Risk Manager, Acceptable
proof of such coverages shall be famished to the COUNTY Risk Manager prior to services
commenced under this agreement.
The CONSULTANT shall provide evidence of the following coverages and minimum amounts.
Worker's Compensation
Prior to the commencement of work governed by this Agreement, the CONSULTANT shall
obtain Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440.
Employers' Liability
In addition, the CONSULTANT 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
$1,000,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire terra of the Agreement.
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 CONSULTANT's status. The
CONSULTANT may be required to submit a Letter of Authorization issued by the Department
of Labor and a Certificate of Insurance, providing details on the Contractor's Excess Insurance
Program.
If the CONSULTANT participates in a self-insurance fund, a Certificate of Insurance will be
required. In addition, the CONSULTANT may be required to submit updated financial
statements from the fund upon request from the COUNTY,
General Liability
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
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per Person
$1,000,000 per Occurrence
$ 100,000 Property Damage
An Occurrence Forin policy is preferred. If coverage is provided on a Claims Made policy, its
provisions should include coverage for claims filed on or after the effective date of this contract.
In addition, the period for which claims may be reported should extend for a minimum of 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
all policies issued to satisfy the above requirements.
Vehicle Liability
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:
Owned, Non-Owned, and Hired Vehicles
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$500,000 per Person
$1,000,000 per Occurrence
$100,000 Property Damage
The Monroe County Board of County Cortunissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements,
Professional Liability
Recognizing that the work governed by this Agreement involves the furnishing of advice or
set-vices of a professional nature, the CONSULTANT shall purchase and maintain, throughout
the life of the Agreement, Professional 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 Agreement.
The minimum limits of liability shall be:
$1,000,000 per Occurrencel 2,000,000 Aggregate
The COUNTY shall be narned as an additional insured as their interests may appear as respects
the services provided in this Agreement. A thirty (30) day written notice of cancellation, non-
renewal, or material change shall be afforded to the COUNTY.
The insurance specified above shall be placed with an A rated earlier per Best's Rating Guide
approved to do business in the State of Florida. Any deviations or waiver of required coverages
or minimums shall be submitted in writing and approved by the COUNTY Risk Manager as a
condition of this agreement. Waivers may be granted when surplus lines and specialty carriers
are used.
A Certificate of Insurance shall be submitted for review to the COUNTY for each successive
period of coverage for the duration of this agreement.
13. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS
The Consultant shall evidence satisfactory compliance for Unemployment Compensation
and Social Security reporting as required by Federal and State laws.
14. PROFESSIONAL LIABILITY -ADDITIONAL PROVISIONS
The Consultant agrees to provide additional information on their professional liability coverages
as respects policy type, i.e., errors & omissions for consultants, architects, and/or engineers, etc.;
applicable retention levels; coverage form, i.e., claims-made, occurrence; discovery clause
conditions, and effective, retroactive and expiration dates, to the COUNTY Risk Manager as
may be requested to obtain approval of coverages as respects this section.
It is understood and agreed that coverages which apply to the services inherent in this agreement
will be extended for two (2) years after completion of all work contemplated in this project if
coverage is written on a claims-made basis.
The Consultant shall certify and make available loss information from any Insurer as to any
claims filed or pending against any and all professional liability coverages in effect for the past
five (5) years, is requested.
The Consultant shall certify to inform the Owner of any claims filed for errors and omissions that
may be covered under professional coverages pursuant to the work within ten (10) days of notice
of the occurrence or claim filing whichever is sooner.
Deviations and waivers may be requested in writing based on market conditions to the COUNTY
Risk Manager. Approval shall be given in writing of any acceptable deviation or waiver to the
Consultant prior to the Consultant effecting any change in conditions as contained in this section.
Waivers shall not be unduly withheld nor denied without consultation with the consultant.
It is understood and agreed that the Consultant will obtain information on the professional
liability coverages of all sub-consultants and/or sub-contractors in the same form as specified
above, as applicable and reasonable, for review of the Owner.
NOTE: Professional liability will be required for Architectural and Engineering design and
supervision. If the principal consulting firm is not eligible for this coverage, the principal
consulting firm shall disclose the sub-consultant who will perform the Architectural and
Engineering design work and evidence the existence of professional liability coverages for such
sub-consultants as respects this section.
15. TERMINATION BY CONSULTANT
CONSULTANT may, at its option, terminate this Agreement upon the failure of the COUNTY
to pay any uncontested amount which may become due hereunder for a period of forty-five (45)
days following submission of appropriate billing and supporting documentation. Upon said
termination, CONSULTANT shall be paid the compensation due for all services rendered
through the date of termination including any retainage.
16. TERMINATION BY COUNTY FOR VIOLATIONS BY CONSULTANT
If CONSULTANT fails to fulfill its obligations under this Agreement in a timely or proper
manner, or violates any of its provisions, COUNTY shall thereupon have the right to terminate it
by giving thirty (30) days' written notice of termination of contract, specifying the alleged
violations and effective date of termination. It shall not be ten-ninated if, upon receipt of the
notice, CONSULTANT promptly cures the alleged violation prior to the end of the thirty (30)
day period. In the event of termination, the COUNTY will only be liable for services rendered
through the date of termination and not for the uncompleted portion, or for any materials or
services purchased or paid for by CONSULTANT for use in completing the Agreement.
17. INDEPENDENT CONSULTANT
Nothing contained in this Agreement shall constitute or be construed to create a partnership or
joint venture between COUNTY or its successors or assigns and CONSULTANT or its
successors or assigns. In entering into this Agreement, and in acting in compliance herewith,
CONSULTANT is at all times acting and performing as an independent contractor, duly
authorized to perform the acts required of it hereunder.
18. ASSIGNMENT/SUBCONTIZACTING
The Consultant shall not assign or subcontract its obligations in their entirety tinder this
agreement, except in writing and with the prior written approval of the Board of County
Corrui-iissioners 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
into any assignment or subcontract and any assignee or subcontractor shall comply with all of the
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
contracts a sub-consultant to perform a portion of the Consultant's obligations tinder the terms of
the agreement,
19. PROHIBITED PRACTICES
CONSULTANT during the period of this contract shall not hire, retain, or utilize for
compensation any member, officer, or employee of COUNTY or any person who, to the
knowledge of CONSULTANT, has a conflict of interest.
20. NOTICES
Notices provided for in this Agreement shall be sufficient if sent by Certified or Registered Mail,
postage prepaid, addressed to:
To COUNTY To CONSULTANT
Ms. Deborah Murphy-Lagos Joe A. Carroll
Airport Noise Mitigation Program Coordinator President, THC, Inc.,
4636 Alisa Circle NE 1755 North Brown Road
Saint Petersburg, FL 33703 Suite 125
Lawrenceville, Georgia, 30043
And
Don DeGraw
Director of Airports
3491 S. Roosevelt Boulevard
Key West, FL, 33040
or to such other respective addresses as the parties may designate to each other in writing from
time to time.
21. GOVER-NING LAW,_VEN JE, INTERPRETATION
This Agreement shall be governed by and construed in accordance with the laws of the State
of Florida applicable to contracts made and to be performed entirely in the State.
In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, the COUNTY and CONSULTANT agree that
venue will lie in the appropriate court or before the appropriate administrative body in Monroe
County, Florida.
The COUNTY and CONSUTANT agree that, in the event of conflicting interpretations
of the terms or a term of this Agreement by or between any of them the issue shall be submitted
to mediation prior to the institution of any other administrative or legal proceeding.
22. SEVERABILITY
If any term, covenant, condition or provision of this Agreement (or the application thereof to any
circumstance or person) shall be declared invalid or unenforceable to any extent by a court of
competent jurisdiction, the remaining terms, covenants, conditions and provisions of this
Agreement, shall not be affected thereby; and each remaining term, covenant, condition and
provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted
by law unless the enforcement of the remaining terms, covenants, conditions and provisions of
this Agreement would prevent the accomplishment of the original intent of this Agreement. The
COUNTY and CONSULTANT agree to reform the Agreement to replace any stricken provision
with a valid provision that comes as close as possible to the intent of the stricken provision.
23. ATTORNEY'S FEES AND COSTS
The COUNTY and CONSULTANT agree that in the event any cause of action or administrative
proceeding is initiated or defended by any party relative to the enforcement or interpretation of
this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs,
investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall
include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate
proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be
in accordance with the Florida Rules of Civil Procedure and usual and customary procedures
required by the circuit court of Monroe County.
24. 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.
25. AUTHORITY
Each party represents and warrants to the other that the execution, delivery and performance of
this Agreement have been duly authorized by all necessary COUNTY and corporate action, as
required by law.
26. ADJUDICATION OF DISPUTES OR DISAGREEMENTS
COUNTY and CONSULTANT agree that all disputes and disagreements shall be attempted to
be resolved by meet and confer sessions between representatives of each of the parties. If no
resolution can be agreed upon within 30 days after the first meet and confer session, the issue or
issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue
or issues are still not resolved to the satisfaction of the parties, then any party shall have the right
to seek such relief or remedy as may be provided by this Agreement or by Florida law.
27. COOPERATION
In the event any administrative or legal proceeding is instituted against either party relating to the
fonnation, execution, performance, or breach of this Agreement, COUNTY and CONSULTANT
agree to participate, to the extent required by the other party, in all proceedings, hearings,
processes, meetings, and other activities related to the substance of this Agreement or provision
of the services under this Agreement. COUNTY and CONSULTANT specifically agree that no
party to this Agreement shall be required to enter into any arbitration proceedings related to this
Agreement,
28. COVENANT OF NO INTEREST
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 the only interest of each is to perfonn and receive benefits as recited in
this Agreement.
29. 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
112.3 13, 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.
30. NO SOLICITATION/PAYMENT
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 other-wise recover, the full amount of such fee,
commission, percentage, gift, or consideration.
31. PUBLIC ACCESS
Pursuant to Florida Statute §119.070 1, CONSULTANT and its subcontractors shall comply with
all public records laws of the State of Florida, including but not limited to:
(a) Keep and maintain public records that ordinarily and necessarily would be required by
Monroe County in the perfon-nance of this Agreement.
(b) Provide the public with access to public records on the same terms and conditions that
Monroe County would provide the records and at a cost that does not exceed the cost provided in
Florida Statutes, Chapter 119 or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to Monroe
County all public records in possession of the contractor upon termination of this Agreement and
destroy any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements. All records stored electronically must be provided to Monroe
County in a fonnat that is compatible with the infori-nation technology systems of Monroe
County.
32. NON-WAIVER OF IMMUNITY
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.
33. PRIVILEGES AND IMMUNITIES
All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules
and pensions and relief, disability, workers' compensation, and other benefits which apply to the
activity of officers, agents, or employees of any public agents or employees of the COUNTY,
when performing their respective functions under this Agreement within the territorial limits of
the COUNTY shall apply to the same degree and extent to the performance of such functions and
duties of such officers, agents, volunteers, or employees outside the territorial limits of the
COUNTY.
34. LEGAL OBLIGATIONS AND RESPONSIBLITIES
Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor
shall it be construed as, relieving any participating entity from any obligation or responsibility
imposed upon the entity by law except to the extent of actual and timely performance thereof by
any participating entity, in which case the performance may be offered in satisfaction of the
obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed
as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to
the extent pennitted by the Florida constitution, state statute, and case law.
35. NON-RELIANCE BY NON-PARTIES
No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to
enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or
program contemplated hereunder, and the 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.
36. ATTESTATIONS
CONSULTANT agrees to execute such documents as the COUNTY may reasonably require, to
include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace
Statement.
37. NO PERSONAL LIABILITY
No covenant or agreement contained herein shall be deemed to be a covenant or agreement of
any member, officer, agent or employee of Monroe County in his or her individual capacity, and
no member, officer, agent or employee of Monroe County shall be liable personally on this
Agreement or be subject to any personal liability or accountability by reason of the execution of
this Agreement.
38. EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be regarded
as an original, all of which taken together shall constitute one and the same instrument and any
of the parties hereto may execute this Agreement by singing any such counterpart.
39. 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.
40. FEDERAL STATE AND LOCAL LAW
n�
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 its operations,
41. MUTUAL REVIEW
This agreement has been carefully reviewed by CONSULTANT and the COUNTY, therefore
this agreement is not to be construed against either party on the basis of authorship.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day, month,
and year first above written,
(SEAL) BOARD OF COUNTY COMMISSIONERS
ATTEST: AMY HEAVILIN, CLERK OF MONROE COUNTY, FLORIDA
By,
Mayor hai a Mayor r 'hai
n
A01,
CONSULTANT:
Witnesses THC, INC.
By
Print name
By
Print name-
P� 1-1111'1—r I
APPENDIX A
CONSULTANT SCOPE OF SERVICES
The Consultant shall provide the following, if requested:
Overall management and iniplemantion of all forms of noise mitigation program services. Said
services shall incompass all possible forms of airport noise mitigation services. These include
the following:
1. Program management for noise insulation services (sound insulation) to include all tasks
associated with program development, management, daily implementation, sub-
consultant management, property owner and tenant interaction and communications, in
accordance with local, state and federal (Federal Aviation Administration) guidelines and
regulations.
2. Program management for the purchase of lavy'logaltlilo2lnLIe,-aisleEMm�BenMts to include all tasks
associated with program development, management, daily implementation, sub-
consultant management, property owner and tenant interaction and communications, in
accordance with local, state and federal (Federal Aviation Administration) guidelines and
regulations.
I Program management for land acquisition and relocation serevices to include all tasks
associated with program development, management, daily implementation, sub-
consultant management, property owner and tenant interaction and communications, in
accordance with local, state and federal (Federal Aviation Administration) guidelines and
regulations.
Said services also include meetings and discussions, both locally (Key West) and non-locally
with all pal-ties involved in these programs. Said parties may include Monroe County officials,
City of Key West officials, Federal Aviation Administration (FAA) officials, Florida Department
of Transportation (FDOT) officials, Key West International Airport officials and other consulting
firms contracted therewith, and any other agencies as directed by Monroe County.
2015 LADED HOURLY
CLASSIFICATION TER'" 1
$250,00
Director of Sound $223.65
Director of Ac ttisition Services $171.42
Construction Coordinator $147,80
Construction Manager $129.52
r. Pro ert Owner A ent $109.71
Property Owner A ent $92.55
Sr. Acquisition and Relocation A ant $122.66
AC uisition d relocation agent _ $105.49
_,. _ _.___ ___._ .�,..w.m_..�m.._ _
Administrative Assistant $80.00
Clerical $58.83
Rates are subject to change January 1 each year.
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