02/16/2022 Agreement GSS...... ��1
Kevin Madok, CPA
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i °ram i%
Clerk of the Circuit Court&Comptroller—Monroe County, Florida
DATE: February 24, 2022
TO: Beth Leto,Airports
Business Manager, KWIA
FROM: Pamela G. Hanco( )).C.
SUBJECT: February 16'n BOCC Meeting
Attached are copies of the following items for your handling:
K1 1 Master Agreement for Professional Services with Newton&Associates, Inc. for
Financial Consulting Services for both Monroe County Airports.
K12 Master Agreement for Professional Services with Ricondo&Associates, Inc. for
Financial Consulting Services for both Monroe County Airports.
K13 Master Agreement for Professional Services with Jacobs Project Management Co.
for General Consulting Services for both Monroe County Airports.
Should you have any questions please feel free to contact me at(305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070
305-294-4641 305-289-6027 305-852-7145 305-852-7145
STANDARD FORM OF AGREEMENT BETWEEN
OWNER AND CONSULTANT
FOR FINANCIAL CONSULTING SERVICES
THIS AGREEMENT is made this 16th day of February, 2022 by and between Monroe
County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street,
Ivey West, Florida, 33040, hereafter "OWNER or COUNTY" and Newton & Associates, Inc., a
Florida Corporation whose address is 2720 East WT Harris Blvd., Suite 200, Charlotte, North
Carolina, 28213, hereafter"CONSULTANT".
The OWNER and CONSULTANT agree as set forth below.
ARTICLE 1
Definitions and Identifications
For the purposes of this Agreement and the various covenants, conditions, terms and
provisions which follow, the definitions and identifications set forth below are assruned to be
true and correct and are agreed upon by the parties.
1.1 Agreement: means this document, Articles 1 through 12, inclusive. Other terms and
conditions are included in the exhibits, task orders, and supplemental documents that are
by this provision expressly incorporated by reference.
1.2 BOCC: The Monroe County Board of County Commissioners.
1.3 Consultant: The entity, Newton & Associates, Inc., selected to perform the services
pursuant to this Agreement.
1.4 Contract Administrator: The Director of Airports or his designee. In the administration
of this Agreement, as contrasted with matters of policy, all parties may rely upon
instructions or determinations made by the Contract Administrator; provided however,
that such instructions and determinations do not change the Scope of Services.
1.5 Conn : Monroe County.
1.6 Notice To Proceed: A written notice to proceed with a Task Order issued by the
Contract Administrator.
1.7 Task Order: A detailed description of a particular service or services authorized by the
County to be performed hereunder by CONSULTANT for a prescribed type and amount
of compensation.
ARTICLE 2
Consultant Services
The following is a summary of CONSULTANT's primary duties:
2.1 To provide on call general financial and strategic planning professional services which
may include but not be limited to meetings with the County representatives, the Contract
Administrator and Airport staff as necessary to discuss, develop and implement various
airport financial objectives. At the County representatives or Contract Administrator's
request, these professional services may include but are not limited to the development of
Airport tenant lease/contractual strategies (food & beverage, retails and rental car
concessionaires, FBO and others) including rental car contract facility charge planning
and implementations, capitalfinancial planning including Passenger Facility Charge
Application, assistance and planning for revenue bond funding and potential debt
financings, preparation of data and exhibits to support bond financing programs, airline
rates and charges development and negotiations, assistance concerning compliance with
the existing Revenue Bond Resolution, assistance in the development of short and long
term strategic financial plans, airport master plan update development, economic impact
studies, financial feasibility studies and other general financial and revenue enhancement
related assistance.
2.2 CONSULTANT and COUNTY acknowledge that, if during the course of the
performance of the services included in any Task Order authorized pursuant to this
Agreement, CONSULTANT determines that work should be performed to complete a
particular Task Order which is, in the CONSULTANT's opinion, outside the level of
effort originally anticipated, whether or not the Task Order identifies the work items,
CONSULTANT shall notify Contract Administrator in writing in a timely manner before
proceeding with the work. If CONSULTANT proceeds with said work without notifying
the Contract Administrator, said work shall be deemed to be within the original level of
effort, whether or not specifically addressed in the Task Order. Notice to Contract
Administrator does not constitute authorization or approval by COUNTY to perform the
work. Performance of work by CONSULTANT outside the originally anticipated level of
effort without prior written COUNTY approval or modification of Task Order is at
CONSULTANT's sole risk.
2.3 The specific services to be provided by the CONSULTANT and the compensation for
such services will be as mutually agreed to in separate Task Orders to this Agreement.
Each Task Order when fully executed shall become a supplement to and a part of this
Agreement. Execution of the Task Order does not constitute a notice to proceed.
2.3.1 Each Task Order will be supported by appropriate cost and pricing data and such
other documentation as required by the COUNTY.
2.3.2 Task Orders shall be numbered consecutively as specified by COUNTY. Each
Task Order shall include a description of the scope of services and specified
deliverables, time of completion, total estimated costs of services, and method of
compensation. Additional information shall be provided to the COUNTY if
required. Amended Task Orders shall include substantially the same information
and be submitted to the COUNTY for approval.
2.3.3 Task orders shall be invoiced on a lump sum basis. No additional compensation
will be paid for the services performed on a task order unless the COUNTY
changes the Scope of Services in writing.
2.3.4 In the event CONSULTANT is unable to complete the services because of delays
resulting from untimely review by County or other governmental authorities, and
such delays are not the fault of CONSULTANT, or because of delays which were
caused by factors outside the control of CONSULTANT, COUNTY shall grant a
reasonable extension of time for completion of the services and shall provide
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reasonable compensation, if appropriate. It shall be the responsibility of
CONSULTANT to notify COUNTY within 10 days in writing whenever a delay
in approval by a governmental agency, including COUNTY, is anticipated or
experienced, and to inform the Contract Administrator of all facts and details
related to the delay. CONSULTANT's sole remedy for delays attributable to the
COUNTY shall be an extension of time to complete the services
2.3.5 The COUNTY may make or approve changes within the general Scope of
Services in any Task Order. If such changes affect the CONSULTANT's cost of
or time required for performance of the services, an equitable adjustment will be
made through an amendment to the Task Order.
2.3.6 A task order may be terminated at any time, with or without cause, by the
COUNTY upon thirty (30) days written notice to CONSULTANT. No further
work will be performed by CONSULTANT upon receipt of this notice unless
specifically authorized by the Contract Administrator in writing. Upon
termination the CONSULTANT will be paid for all authorized services performed
up to the termination date plus, if terminated at the convenience of the COUNTY,
reasonable expenses incurred during the close-out of the task order which have
been authorized by the COUNTY. The COUNTY will not pay anticipatory
profits.
2.3.7 The CONSULTANT will begin services under any Task Order when authorized
by a Notice to Proceed issued by the Contract Administrator or his designee.
2.4 The COUNTY and CONSULTANT may negotiate additional scopes of services,
compensation, time of performance and other related matters for each Task Order. If
COUNTY and CONSULTANT cannot contractually agree, COUNTY shall have the
right to immediately terminate negotiations at no cost to COUNTY and procure services
for future Task Orders from another source.
2.5 CONSULTANT shall perform the professional services under this Agreement at the
level customary for competent and prudent professionals in CONSULTANT'S field
performing such services at the time and place where the services are provided. In the
event CONSULTANT does not comply with this standard, and omissions or errors are
made by CONSULTANT which requires the expenditure of additional funds for
additional work by COUNTY, COUNTY has the option of reducing payment to
CONSULTANT or requiring the CONSULTANT to do the additional work.
ARTICLE 3
Owner's Responsibilities
3.1 The OWNER shall provide full information regarding requirements for the assigned
tasks. The OWNER shall furnish required information as expeditiously as necessary for
the orderly progress of the Work, and the CONSULTANT shall be entitled to rely on the
accuracy and completeness thereof.
3.2 Where/when required, the OWNER shall designate a representative authorized to act on
the OWNER's behalf with respect to an assigned task. The OWNER or such authorized
representative shall render decisions in a timely manner pertaining to documents
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submitted by the CONSULTANT in order to avoid unreasonable delay in the orderly and
sequential progress of the CONSULTANT's services.
ARTICLE 4
Use of Consultant Documents
4.1 The documents prepared by the CONSULTANT in the performance of services
hereunder are instruments of the CONSULTANT's service for use solely with respect to
the assigned task and, unless otherwise provided, the CONSULTANT shall be deemed
the author of these documents and shall retain all common law, statutory and other
reserved rights, including the copyright. The OWNER, shall be permitted to retain copies,
including reproducible copies and reproducible copies in electronic form, of the
CONSULTANT's documents for the OWNER's information, reference and use as the
owner sees fit.
ARTICLE 5
Dispute Resolution
5.1 OWNER 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.
ARTICLE 6
Termination_or Suspension
6.1 This Agreement may be terminated by either party upon not less than seven days' written
notice should the other parry fail substantially to perform in accordance with the terms of
this Agreement through no fault of the party initiating the termination.
6.2 If the OWNER fails to make payment in accordance with Article 8.1 the CONSULTANT
for services and expenses, the CONSULTANT may, upon seven days written notice to
the OWNER, suspend performance of services under this Agreement. Unless payment in
full is received by the CONSULTANT within seven days of the date of the notice, the
suspension shall take effect without further notice. In the event of a suspension of
services, the CONSULTANT shall have no liability to the OWNER for delay or damage
caused the OWNER because of such suspension of services.
6.3 In the event of termination not the fault of the CONSULTANT, the CONSULTANT shall
be compensated for services performed prior to termination.
ARTICLE 7
Miscellaneous Provisions
7.1 Causes of action between the parties to this Agreement pertaining to acts or failures to act
shall be deemed to have accrued and the applicable statute of limitations shall commence
to rtrn not later than the date payment is due the Consultant pursuant to Article 8.
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7.2 The OWNER and CONSULTANT, respectively, bind themselves, their partners,
successors, assigns and legal representatives to the other party to this Agreement and to
the partners, assigns and legal representatives of such other party with respect to all
covenants of this Agreement. Neither OWNER nor CONSULTANT shall assign this
Agreement without the written consent of the other.
7.3 This Agreement represents the entire and integrated Agreement between the OWNER
and the CONSULTANT and supersedes all prior negotiations, representations or
agreements, either written or oral. This Agreement may be amended only by written
instrument signed by both OWNER and CONSULTANT.
7.4 Nothing contained in this Agreement shall create a contractual relationship with or a
cause of action in favor of a third party against the OWNER or CONSULTANT.
7.5 It is mutually covenanted and agreed between the parties hereto that no waiver of a
breach of any of the covenants of this Agreement shall be construed to be a waiver of any
succeeding breach of the same covenant.
7.6 CONSULTANT hereby agrees to be bound by, and at its own cost, comply with all
Federal, State or local laws, codes, ordinances and regulations applicable to this
Agreement and the performance of the work hereunder. CONSULTANT shall be duly
licensed to operate under the law of the applicable jurisdiction. CONSULTANT shall be
liable to OWNER for all loss, cost and expense attributable to any acts of commission or
omission by CONSULTANT, its employees, and agents resulting from failure to comply
including but not limited to any fines, penalties or corrective actions.
7.7 Notwithstanding any minimum insurance requirements prescribed elsewhere in this
Agreement, CONSULTANT shall defend, indemnify and hold OWNER and OWNER's
elected and appointed officers and employees harmless from and against (i) any claims,
actions or causes of action, (ii) any litigation, administrative proceedings, appellate
proceedings, or other proceedings relating to any type of injury (including death), loss,
damage, fine, penalty or business interruption, and (iii) any costs or expenses (including,
without limitation, costs of remediation in connection with a violation of any federal,
state, or local 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) any activity of CONSULTANT or any of
its employees, agents, contractors or other invitees during the term of this Agreement, (B)
the negligence or willful misconduct of CONSULTANT or any of its employees, agents,
contractors or other invitees, or (C) 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 from the
intentional or sole negligent acts or omissions of the OWNER 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.
7.8 CONSULTANT shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted accounting
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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 terra of the Agreement and
for four years following the termination of this Agreement.
7.9 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 CONSULTANT and OWNER agree
that venue will lie in the appropriate court or before the appropriate administrative body
in Monroe County, Florida. The CONSULTANT and OWNER 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.
7.10 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 CONSULTANT and
OWNER 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.
7.11 The OWNER 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.
7.12 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.
7.13 OWNER and CONSULTANT agree that each shall be, and is, empowered to apply for,
seek, and obtain federal and state funds to further the purpose of this Agreement;
provided that all applications, requests, grant proposals, and funding solicitations shall be
approved by each party prior to submission.
7.14 In the event any administrative or legal proceeding is instituted against either party
relating to the formation, execution, performance, or breach of this Agreement, OWNER
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. OWNER and
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CONSULTANT specifically agree that no party to this Agreement shall be required to
enter into any arbitration proceedings related to this Agreement.
7.15 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 terminates without any further
action on the part of any party, effective the date of the court order. CONSULTANT
agrees to comply with all Federal and Florida statutes, and all local ordinances, as
applicable, relating to nondiscrimination. These include but are not limited to: 1) Title
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 I1, 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.
7.16 OWNER 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 perform and
receive benefits as recited in this Agreement.
7.17 OWNER agrees that officers and employees of the OWNER recognize and will be
required to comply with the standards of conduct for public officers and employees as
delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation
or acceptance of gifts; doing business with one's agency; unauthorized compensation;
misuse of public position, conflicting employment or contractual relationship; and
disclosure or use of certain information.
7.18 OWNER 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 OWNER shall have the
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right to terminate this Agreement without liability and, at its discretion, to offset from
monies owed, or otherwise recover, the full amount of such fee, commission, percentage,
gift, or consideration.
7.19 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
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 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 this
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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) 292-3470, BRADLEY-BRIAN@MONROECOUNTY-FL.GOV,
MONROE COUNTY ATTORNEY'S OFFICE, III 112th STREET, SUITE 408, KEY
WEST, FL 33040,
7.20 Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the
OWNER and 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 OWNER be required to
contain any provision for waiver.
7.21 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 OWNER, 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.
7.22 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 OWNER, except to the extent permitted by the Florida
constitution, state statute, and case law.
7.23 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 OWNER and
CONSULTANT agree that neither the OWNER nor the CONSULTANT nor 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.
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7.24 CONSULTANT agrees to execute such documents as the OWNER may reasonably
require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free
Workplace Statement.
7.25 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.
7.26 This Agreement may be executed in any number of counterparts, each of which shall be
regarded as an original, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing any such
counterpart.
7.27 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.
7.28 This Agreement has been carefully reviewed by OWNER and CONSULTANT, therefore
this Agreement is not to be construed against either parry on the basis of authorship.
ARTICLE 8
Basis of Compensation
The OWNER shall compensate the CONSULTANT as follows:
8.1 The type of compensation method which shall be used to pay for the CONSULTANT's
services is limited to the following:
8.1.1 Lump sum payment which includes compensation for all the CONSULTANT'S
salaries, general overhead costs, expenses (direct and indirect), and profit.
8.1.2 The fee shall be based on an hourly time charge basis. Compensation will be
calculated based on providing the above described services for a five (5) year period at
the following hourly rates:
Principal ConsultantNP $225.00/Hr.
Senior Consultant $195.00/Hr.
Consultant $170.00/Hr.
Support $ 85.00/Hr.
8.2 COUNTY shall pay in accordance with the Florida Local Government Prompt Payment
Act upon submission of invoice by CONSULTANT.
8.3 CONSULTANT shall submit to COUNTY invoices with supporting documentation
acceptable to the Clerk, on a monthly schedule in arrears. Monthly invoicing will be
based on an estimate of the percent complete at the end of the preceding month.
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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.
8.4 If the scope of the Consultant's services is changed materially, the amounts of
compensation shall be equitably adjusted.
8.5 TRAVEL EXPENSES: For purposes of preparing task order cost estimates, the following
shall apply;
A. Lodging/Meals/Incidental Expenses
1. Each Consultant required to travel overnight in performance of this contract
shall be reimbursed for lodging, meals, and incidental expenses at the rates established by
Monroe County Code as codified in Chapter 2, Article 3 of the Monroe County Code.
Receipts are not required.
2. On the day of departure, 75% of the applicable rate will apply. On the last day
of travel, 75% of the applicable rate will apply. Receipts are not required.
B. Air Travel
The County shall reimburse for air travel at the coach rate. Travel shall be by the route
that is most cost effective to the Authority. The Contractor shall bear any additional costs
incurred as a result of deviations from this route for personal reasons.
C. Rental Automobiles
Rental automobiles shall be used only when it will effect a savings or other advantage or
when the use of other transportation is not feasible.
D. Private Automobiles
Use of private automobiles will be reimbursed at the rate established by Monroe County
Code as codified in Chapter 2, Article 3 of the Monroe County Code.
E. Other
Other actual expenses incurred in the performance of this contract, exclusive of normal
operating expenses, and as approved by the County, shall be reimbursed.
ARTICLE 9
Term of Agreement
9.1 The initial term of this agreement is 5 years commencing on February 15, 2022 and
terminating on February 14, 2027.
ARTICLE 10
DBE Requirements
10.1 It is the policy of the COUNTY and the FAA on all federally funded contracts for
services that disadvantaged business enterprises, as defined in the Airport's Disadvantage
Business Enterprises (DBE) Program and as defined in 49 CFR Part 26 shall have the
maximum opportunity to participate in the performance of contracts awarded by the
COUNTY, including but not limited to, contracts financed in whole or in part with
11
Federal funds under this Agreement. Consequently, the requirements of the Airport's
DBE Program Policy apply to this Agreement. As such, the CONSULTANT must
demonstrate good-faith efforts to provide DBEs an opportunity to participate in projects
funded under this agreement in accordance with the DBE Program.
10.2 The CONSULTANT and all subconsultants, subcontractors, and vendors shall take all
necessary and reasonable steps in accordance with the Owner's DBE Program Policy to
ensure that DBE firms have the maximum opportunity to compete for and perform
contracts.
10.3 The CONSULTANT shall not breach any of its obligations with the DBEs. The
CONSULTANT agrees that it cannot terminate a DBE subcontractor for convenience and
then perform the work with its own forces or its affiliate. In the event the
CONSULTANT desires to terminate or replace a DBE, the CONSULTANT shall
promptly notify the Contract Administrator of the impending termination, the reason for
the termination and obtain the Contract Administrator's approval prior to proceeding with
the termination. Following the termination, the CONSULTANT shall endeavor and
document a good faith effort to replace the terminated DBE with another similar certified
DBE. If the CONSULTANT is unable to utilize another DBE for the performance of that
portion of the Agreement, the CONSULTANT shall provide the Contract Administrator
with documentation, in a form satisfactory to the Contract Administrator, showing that it
is not possible to replace the terminated DBE with another DBE.
10.4 The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the
award and administration of DOT-assisted contracts. Failure by the CONSULTANT to
carry out these requirements is a material breach of this Agreement, which may result in
the termination of this Agreement or such other remedy as the COUNTY deems
appropriate.
10.5 A business certified as a Disadvantaged Business Enterprise (DBE) under the Florida
Unified Certification Program (FUCP) will be eligible to participate as a DBE on this
contract. Firms certified by the FUCP are noted as "UCP Cert. DBE" within the
respective firm profile available on Florida Department of Transportation's BizNet Site
at: htt s://www3.dot.state.fl.us/E ual0 ortuni Office/biznet/mainmenu.as .
10.6 The CONSULTANT shall also require similar language in the above clauses 10.1 — 10.5
in its contracts with any subconsultants or subcontractors.
10.7 Key West International Airport and Florida Keys Marathon International Airport have
each established a Disadvantage Business Enterprise (DBE) Program for the purpose of
increasing contracting and procurement opportunities for DBEs. The Airport DBE
Programs are currently transitioning from annual DBE goals to multi-year DBE goals per
current FAA guidance. Both airports are firmly committed to effectively implementing
their respective DBE Programs. Over the past five (5) years, historical DBE goals have
ranged between ten percent (10%) to twenty-five percent (25%). The DBE goals for
services will be established on a project by project basis based on the type of project,
funding, availability of workforce, specialization of required services, and other factors in
order to meet each airport's multi-year goal.
12
10.8 The CONSULTANT shall pay its subconsultants, subcontractors and suppliers within fifteen
(15) calendar days following receipt of payment from the COUNTY for such subcontracted
work or supplies. The CONSULTANT agrees that if it withholds an amount as retainage
from its subconsultants, subcontractors or suppliers,that it will release such retainage and pay
same within fifteen (15) calendar days following receipt of payment of retained amounts
from COUNTY,or within fifteen (15) calendar days after the subconsultant or subcontractor
has satisfactorily completed its work, whichever shall first occur.
10.9 The CONSULTANT agrees that nonpayment of a subconsultant, subcontractor or supplier as
required by subparagraph 10.8 shall be a material breach of this Agreement and that
COUNTY may, at its option, increase allowable retainage or withhold progress payments
unless and until the CONSULTANT demonstrates timely payments of sums due to such
subconsultants, subcontractors or suppliers. The CONSULTANT agrees that the presence of
a "pay when paid" provision in a subcontract shall not preclude COUNTY's inquiry into
allegations of nonpayment. The foregoing remedies shall not be employed when
CONSULTANT demonstrates that failure to pay results from a bona fide dispute with its
subconsultant, subcontractor or supplier.
10.10 Compliance monitoring is conducted to determine if CONSULTANT and/or
subconsultants, subcontractors are complying with the requirements of the DBE
Program. The CONSULTANT agrees to furnish and provide the Contract Administrator
with DBE compliance and payment farms to provide information on interim DBE
Utilization, Certification of Payments to subconsultants and suppliers; and Final DBE
Utilization Forms using the form as may be provided by the Contract Administrator.
Failure of the CONSULTANT to comply with this provision may result in the COUNTY
imposing penalties or sanctions pursuant to the provisions of the DBE regulation, 49 CFR
Part 26.
10.11 COUNTY shall have access, without limitation, to CONSULTANT's books and records,
including payroll records, tax returns and records, and books of account, on five (5)
calendar days notice, to allow COUNTY to determine CONSULTANT's compliance
with its commitment to DBE participation goal and the status of any DBE performing any
portion of this Agreement.
ARTICLE 11
E-Verify
11.1 CONSULTANT agrees to utilize the E-Verify system to establish employment eligibility
of CONSULTANT's employees on all MOT assisted projects.
ARTICLE 12
Approval by Federal and State Agencies
12.1 The COUNTY agrees to use its best efforts to obtain approval of this Agreement and any
Addenda hereto from Federal and State agencies to the extent required by law or
regulation. If the Owner determines that modifications to this Agreement or any
Addenda hereto are required to qualify for State or Federal funding for the
CONSULTANT's Services, and if the CONSULTANT shall fail to consent to such
modifications, or if the CONSULTANT is unable to comply within a reasonable time
with applicable Federal or State laws and regulations governing the grant of such funds
13
for Services, the COUNTY shall have the right to terminate this Agreement or any such
Addenda hereto.
,60' -- "s- gredi),. !entered into as of the day and•year first written above.
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:-",...,_::,,e.-4 7" BOARD OF COUNTY COMMISSIONERS
'Alt.0-71-. EYIN MADOK, CLERK OF MONROE COUNTY, FLORIDA
By: ( .eii....-Alt By:
As Depu y Clerk Ma r Chairman
CONSULTANT:
NEWTON &ASSOCIATES,INC,
Attest: --) .- • --)
Mal,,--)(57:\NEs)/ BY: 4--967-1--(4-4--7.\--• ----))-4..-4---,--- 7
,
Title: S2 . lice /4, s//11-4-f- / Title:
By:
•v _ il=i
Title: C.-U 4
"WOE COUNTY ATTORNEY fo
xiovEy. 7/7 FORM
' t
PED'OJ. ..
ASSI- . - ve UNTY ATTORNEY
Date 1/27/22
.7._-.1,,-,
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14
NON-COLLUSION AFFIDAVIT
t. Nancy Newton oI,the city()I- Charlotte.N,C.
according to taw on my oath.and Under penalty Off)Cr UrV,depose rind say lhal:
I am President 01, the
......................................
firtll of Newton&Associates,[tic, the b idder
...............
makim, the Propostil lor the pro�fect described in the Notice, For Calling for bids liar.
Airporl 1"inancial Consultation Set-vices dated November 2021 and thal I
---—-----------__
executed the said proposal will) loll authority to do so:
2. the prices in this bid have been arrived at independently without collusion,consultation,
communication or agreement f'or the purpose 01,restricting competition,as to any matter relating
to such latices with any other bidder or with any competitor;
3, unless otherwise required by law, the prices which have been quoted in this bid have not
been knowingly disclosed by the bidder and wilt not knowingty be disclosed by the bidder prior
to bid opening,direct!y or indirectly,to any other bidder or to any compefitor;and
fl. no attempt has been made or will tic made b the bidder to induce any other person.
partnership, Or corporation to submit, or not 10 submit, at bid for the purpose of7 restricting
competition,
5. the sulternents Coll I-It ined in this affidavit made with Full knowledge
that Monroe County relics upoll the[I'Lith of'flic Statements Contained in this af-ficlavit in awarding
contracts (o r said 1)rqj ec L
.ate..........
(Si.4f,lUrre of Bidder)
STATE OF: AIA
COUNTYOF� -------........................................
PERSONALLY A 11PEARED BEFORE ME,the miki-signed mitlioriiy,
who,after ffist being morn by tile,(name ofindividiml signing).iffixed hk0lersignature in the space providod above
oil t1l is d r
KATHJJt R L
NO]'A RY PUBL IC
MY LxPire,k0l 0
MY Cotlllllksiog)F,\'Piresz
25
LOBBYING AND CONE,LIC"E'[}ii' IN'i LICE:S'E'i C�I�lvi
SWORN STA 1 i'MEN f`[JNDE;R ORDINANCE NO. i() 1990
MONRO FLORIDA
1-i'1 IIC.`S{ l AUSI
Na€acs Ncvstot warrants that lie/it has not employed. retained or
otherwise had act on hip,/its behalf arty lbrmer C:'c unly of Pcer or e€taployce in violation of Scctiota
2 of Ordinance No, ItE 1990 or any County offlicer Or emptoyee in violation of Section s of
Ordinance No. I0-1990. [`or breach Or Violation of this,provision the County may,ill its discretion.
terminate this Co€ttract without liability and may also, in its discretion,tledUCt fi°oaat the ccsnttact or
purchase price,Or otherwise recover,tine full amount of any fee,coaaatraissioxa,percentage,gift,or
consideration paid to the foa'nter'Cou€tty oftic;ea'or employee.
a
(Signatture)
.... _.....a.a ..... .. .... ..
(Date)
S"I'ATE,C 1 iV c+�-`T
COLINTY OF
E'f RSONfi'Li„LY APPE:rll'tl"`D BEFORE full;, the undersigned authority.
lVAP-C-Y OW-P U who.after first being sworn i)i aate,affixed his/her signature(name of
individual signing)in the space prov ide;d,above oil this da of*
20
NOTARY PUBLIC
My conaaaafvs€on expires: mmi-
KATH UN I—t',T;IaL�(�a1fS,f K,Y
I y l cs3ai ni i to[tuXP9n �.lu�aJa.( d�}��
26
DRUC.-FREE WORKPLACE FORM
The undersigned vencloi�ill accordance with Florida Statute 287,087 hereby certifies that;
Newton&Associates, Inc.
(Name cal'BI-Nilless)
I.Publish amaterlient nofilyinp,employces that the unklWhil III all1l IIACUIN,d ist 6 bL1 6011.diSpellSill,
possession, or use of a controlled substance is prohibited in the workplace and spceif}ing the
,actions dim will he taken against employees I violations ol'such prohibition.
2. Infbi-in employees about the dmum�s ot'drug abuse ill tile workplace,the business's policy of
maintailling a drug-free workplace, any available dt'LIg counseling, and employee
assistance programs, and the penalties that may be imposed LIP01I CtlIpt0yCCS l'or drug abuse
Violatiolm
3. Give cach employee engaged ill providing the commodifics or contractual services that are
under bid a coley ol'the statement specified ill subsection(I}.
4, In the statement specified in subsection(I),notify tile employees that,Its It condition of wforking
on the coil]mod It ies 01.contractual services that are under bid,the employee will abide by(lie terms
of the Malellient and Wilt notify the employer of ally Conviction oL or plea of"'.11illy or 11010
contenders to,ally Violation of Chapter 893 (Florida Statutes)or ol'any controlled substance law
of tile United Stales or ally slate,fbY at ViOlafi011 OCCUITilIg ire the workplace no later than rive(5)
days after such conviction,
5. Impose as sanction on, or require the ""alisl'actory participation in H dl-Llg abuse assistance car
rehabilitation program If such is available ill the cillployce's C011111WIlity,or any 01111,110yeC Who is
so Convicted.
6, Makea good faith effort to milinue to maintain a drug free WCAIhplaCe 11WOU011 iIIIplCt1leIIUIti(Al
of th is section.
As the person authorized to sign 1he statetncnl,1,certify that 1his,firm conlplies fully with tile above
Bidder's Skuaturc
27
PU B I�IC EN I I I Y CR I M E STATE NI F'N I
"A jact'son or affiliate who has been placed oil the convicted vendor I i,.,t IblIoNving, a Quilviction Cor
public entity crime Pilay not Subillit a bid oil a contract lo provide any goock-or sevvice.,-,to 21 ptiblic
entity,may not subinit a bid on a contract with a pillific entity f'or the Colistnictioll ur repair ora
public building or public Work, may not submit bids on leases of renal properly to public entity,
iMly VOL be awarded or perforni work as a mltt'actor,.,uppJiei% utbcontructor,or CONTR AC I'M
under a contract with any public entity,and may not transact bilsifless With ally public entity in
excess of the threshold W1101111t,pt-ovided in Section 287.0 17, Florida Statutes, for CATFOORY
TWO For as der-iod of36 months froin the(late of'being placed on the convicted vendor list.',
I have read (lie above and State Illill neither Newton&Associates,Inc.
(Proposer's name)nor any Aft-thate has been placed on 111c,convicted vendor list within[lie last 36
Illontlis.
z-
............ .......................
S I A Fl:OF:
..................
CO U N,I y 01. k4,fCF21 LcM,;
'
%ibscribcd arld sworn to (or affirmed) before me oil the 7 day of
2(➢_�3I < J)y AIA �CY Kj-e,)v77,--J
affiant). I le/She Is personally known I o Nile, or IMS prothiced
(t y pe o d e I I t i f I C a t i 0 11)as i d e I I I i fit Ca t i 0 11
Mv("pill ill iss ion Fxpires,
KATHLEEN L.GRAB OWSICY
5
NOTA R Y 1)U 14 1,1 C - 11 GC11.Nol t h C;-,,ro�m
Convionsion,F'xpiToS Mar.6,F022
28
7EJ(MMIDDffYYY)
CERTIFICATE OF LIABILITY INSURANCE /27/2022
T IS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE OLDER. T IS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUT ORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT Laura Sarif
NAME:
St
FAX ate m Aprille Shaffer State Farm Insurance AICNNo Ext: 704 549 9711 r—a A/c No):
8210 Univ Exec Pk Dr#150 E-MAIL
ADDRESS:
Charlotte NC 28262 INSURER(S)AFFORDING COVERAGE NAIC#
INSURER A: State Farm Fire and Casualty Company 25143
INSURED INSURER B: State Farm Fire and Casualty Company 25143
NEWTON&ASSOCIATES INC INSURER C
#200-201 2720 E WT HARRIS BLVD INSURER D
CHARLOTTE NC 28213-3929 INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS
LTR NSD WVD POLICY NUMBER MMIDDIYYYY MMIDDIYYYY
X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000
�X OCCUR DAMAGE TO RENTED
CLAIMS-MADE
PREMISES Ea occurrence $ 300,000
MED EXP(Any one person) $ 5,000
Y 93-134-4140-0 02/01/2022 02/01/2023 PERSONAL&ADV INJURY $ 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000
X POLICYEl PRO JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000
OTHER: $
AUTOMOBILE LIABILITY Y 0421816F2833 12/28/2021 06/28/2022 EOa aMBI.idea sINGLE LIMIT $
ANY AUTO 3364087EO433 11/04/2021 05/04/2022 BODILY INJURY(Per person) $ 1,000,000
OWNED SCHEDULED BODILY INJURY(Per accident) $ 1,000,000
AUTOS ONLY AUTOS
HIRED �/ NON-OWNED PROPERTY DAMAGE $ SOO,ODO
AUTOS ONLY X AUTOS ONLY Per accident
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESS LIAB CLAIMS-MADE AGGREGATE $
DED RETENTION$ $
WORKERS COMPENSATION YIN �/ PER OTH-
AND EMPLOYERS'LIABILITY X STATUTE I JER
ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ NIA 93-CV-J185-6 09/15/2021 09/15/2022 E.L.EACH ACCIDENT $ 1,000,000
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ 1,000,000
If yes,describe under 1,ODO,ODO
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $
APPROVED BY RISK MANAGEMENT
6Y �
DESCRIPTION OF OPERATIONS/LOCATIONS/VE ICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) DATE 01/28
/22
WAIVER N/A X YES_
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF T E ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
Monroe County BOCC
1100 Simonton St. AUTHORIZED REPRESENTATIVE
Key West FL 33040
1988-2015 ACORD CO ORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD
001486 132849.13 04-22-2020