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02/16/2022 Agreement 4s§c C,OURTQC 7" ° Kevin Madok, CPA 3 .-::Wk.. �� Clerk of the Circuit Court& Comptroller—Monroe County, Florida ~Roe coin• DATE: February 24, 2022 TO: Beth Leto,Airports Business Manager, KWIA FROM: Pamela G. Hanco(l&h.C. SUBJECT: February 16th 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 MASTER AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN JACOBS PROJECT MANAGEMENT CO. AND MONROE COUNTY, FLORIDA 1 AGREEMENT FOR PROFESSIONAL SERVICES TABLE OF CONTENTS ARTICLE 1 Services and Authorization 3 ARTICLE 2 General Obligations of Consultant 3 ARTICLE 3 General Obligations of the County 4 ARTICLE 4 Compensation 4 ARTICLE 5 Payments 4 ARTICLE 6 Period of Service 4 ARTICLE 7 Term of Contract 4 ARTICLE 8 Consultants Acceptance of Conditions 4 ARTICLE 9 Consultant's Books, Records and Documents 5 ARTICLE 10 Public Access 6 ARTICLE 11 Changes in Scope of Service 7 ARTICLE 12 Warranty 7 ARTICLE 13 Indemnification 8 ARTICLE 14 Limitation of Liability 9 ARTICLE 15 Insurance 9 ARTICLE 16 Relationship of Consultant to Client 10 ARTICLE 17 Personnel 10 ARTICLE 18 Nondiscrimination 10 ARTICLE 19 Assignment/Subcontract 11 ARTICLE 20 Ownership of Instruments of Service and Data 11 ARTICLE 21 Permits and Licenses 12 ARTICLE 22 Adherence to Laws 12 ARTICLE 23 Nondisclosure of Proprietary and Confidential Materials 12 ARTICLE 24 Disclosure and Conflict of Interest 13 ARTICLE 25 No Pledge of Credit 13 ARTICLE 26 Certification of Sealing of Instruments of Service By Professional Engineer 13 ARTICLE 27 Force Majeure 14 ARTICLE 28 Project Delay 14 ARTICLE 29 Procurement Services 14 ARTICLE 30 Construction Phase Services 15 ARTICLE 31 Governing law, Venue, Interpretation, Costs and Fees 16 ARTICLE 32 Notices and/or Communications 17 ARTICLE 33 Taxes 18 ARTICLE 34 Termination 18 ARTICLE 35 Miscellaneous 18 ARTICLE 36 Airport Security Requirements 21 ARTICLE 37 Federally Required Contract Provisions 24 ARTICLE 38 FEMA Contract Provisions (as applicable) 29 ARTICLE 39 FDEM Contract Provisions (as applicable) 30 2 MASTER AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and executed as of the 16th day of February, 2022 by and between JACOBS PROJECT MANAGEMENT Co., with a place of business at 3750 NW 87th Avenue, Suite 750, Miami, FL 33178 (hereinafter called "Consultant") and MONROE COUNTY, a political subdivision of the State of Florida, represented by its Board of County Commissioners (hereinafter called "County" or "Client"), collectively referred to herein as "Parties", provides as follows: ARTICLE 1 SERVICES AND AUTHORIZATION Consultant will provide the engineering, consulting and other professional Services as described in Appendix A and as authorized from time to time by written Task Orders, using the form provided in Appendix C hereto, issued by Client and accepted by Consultant, as evidenced by Client's and Consultant's signatures thereon. Each Task Order issued by Client shall clearly state that it is issued pursuant to this Agreement and shall identify the scope of Services to be performed by Consultant, the schedule for performance of the Services, the method of pricing and/or compensation for Services (if different from the method under Article 4 below), and such other matters as may be pertinent to the individual authorization. The terms of this Agreement shall supersede any standard or preprinted terms that may be attached to or referenced in any Task Order. ARTICLE 2 GENERAL OBLIGATIONS OF CONSULTANT The contract between the County and the Consultant, of which this agreement is a part, consists of the contract documents, which are as follows: Any amendments to the agreement executed by the parties hereafter and the original agreement, together with the response to RFP and all required insurance documentation. In the event of a discrepancy between the documents, precedence shall be determined by the order of the documents as just listed. The Consultant shall provide general consulting services for the County. The Consultant warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these contract documents. The Consultant shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. Consultant shall provide services using the following standards, as a minimum requirement: A. The Consultant shall maintain adequate staffing levels to provide the services required under the agreement resulting from this RFP process. B. The personnel shall not be employees of or have any contractual relationship with the County. To the extent that Consultant uses subcontractors or independent contractors; this agreement specifically requires that the level of independence normally exercised by such 3 subcontractors and independent contractors be curtailed and that they be supervised by the Consultant. C. All personnel engaged in performing services under this contract shall be fully qualified, and, if required, to be authorized or permitted under State and local law to perform such services. ARTICLE 3 GENERAL OBLIGATIONS OF THE COUNTY The County shall provide Consultant full information regarding the County's requirements for the Project and shall provide information regarding existing facilities, such as drawings, as-built drawings, legal description, easements, rights of way, agreements with any utilities, or any other information in the County's possession which is necessary or useful in connection with the Project. The County shall appoint a representative that will have the authority to make decisions on behalf of the County regarding the Project. The representative shall make decisions regarding the Project in a timely manner. ARTICLE 4 COMPENSATION Consultant will be compensated for Services as set forth in each approved Task Order and in accordance with the billing and expense rates contained within Appendix B. ARTICLE 5 PAYMENTS The Consultant shall submit to the County an invoice with supporting documentation acceptable to the Clerk on a schedule as set forth in the contract. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. The County shall pay in accordance with the Florida Local Government Prompt Payment Act. The County's performance and obligation to pay under this agreement, is contingent upon annual appropriation by the Board of County Commissioners. ARTICLE 6 PERIOD OF SERVICE Consultant shall make its best efforts to complete its Services within the time period set forth in the Task Order. ARTICLE 7 TERM OF CONTRACT The term of this contract is for five years, commencing on the 15th day of February, 2022, and ending on the 14th day of February, 2027. ARTICLE 8 CONSULTANT'S ACCEPTANCE OF CONDITIONS 4 A. The Consultant hereby agrees that he has fully acquainted himself with both the Key West International Airport and Florida Keys Marathon International Airport for which he shall provide services and has made investigations to fully satisfy himself that such site(s)is (are) correct and suitable for this work and he assumes full responsibility therefor. The provisions of the Agreement shall control any inconsistent provisions contained in the specifications. All specifications have been read and carefully considered by the Consultant, who understands the same and agrees to their sufficiency for the work to be done. Under no circumstances, conditions, or situations shall this Agreement be more strongly construed against the County than against the Consultant. The foregoing notwithstanding, Consultant shall not be considered in default under this Agreement for any failure to perform that is based on latent or unknown conditions or defects in the sites and facilities where the work is to be performed. B. Any ambiguity or uncertainty in the specifications shall be interpreted and construed by the County, and its decision shall be final and binding upon all parties. C. The passing, approval, and/or acceptance by the County of any of the services furnished by the Consultant shall not operate as a waiver by the County of strict compliance with the terms of this Agreement, and specifications covering the services. Failure on the part of the Consultant, immediately after Notice to Correct shall entitle the County, if it sees fit, to correct the same and recover the reasonable cost of such replacement and/or repair from the Consultant, who in any event shall be jointly and severally liable to the County for all damage, loss, and expense caused to the County by reason of the Consultant's breach of this Agreement and/or his failure to comply strictly and in all things with this Agreement and with the specifications. D. The Consultant agrees that the County Administrator may designate representatives to visit the Consultant's facility(ies) periodically to conduct random open file evaluations during the Consultant's normal business hours. Such evaluation rights shall not extend to Consultant's proprietary information including standard rates and multipliers. E. The Consultant has, and shall maintain throughout the term of this agreement, appropriate licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Proof of such licenses and approvals shall be submitted to the County upon request. ARTICLE 9 CONSULTANT'S BOOKS, RECORDS AND DOCUMENTS Consultant shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of seven years from the termination of this agreement or for a period of three years from the submission of the final expenditure report as per 2 CFR §200.333, whichever is greater. 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 seven years following the termination of this Agreement. If an auditor employed by the County or Clerk of Courts determines 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 5 interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to Consultant. ARTICLE 10 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. 6 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) 292-3470, BRADLEY- BRIAN@MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, I I I I 12th STREET, SUITE 408, KEY WEST, FL 33040. ARTICLE 11 CHANGES IN SCOPE OF SERVICES The County may, at any time, make changes in the scope of Services required under a Task Order for the Project or in the definition of Services to be performed. In the event the County notifies Consultant of its desire to make a change in the scope of Services that may change the cost of performance, Consultant shall, within ten (10) working days after receiving such notice, give the County notification of any potential change in price for the Services. Equitable adjustments to price and time of performance resulting from scope of Services changes will be negotiated and upon mutual agreement by Client and Consultant, the Task Order will be modified by a written instrument, signed by both parties, to reflect the changes in scope of Services, price and schedule. ARTICLE 12 WARRANTY A. Consultant warrants that its engineering, design and consulting Services will be performed in accordance with generally accepted standards in the industry. Following completion of its Services and for a period of twelve (12) months thereafter, if the Services provided hereunder do not conform to the warranty above stated and the same is reported to Consultant by the County in writing promptly after recognition thereof, Consultant shall, at no cost to the County, furnish all remedial engineering, design or consulting Services required in connection therewith as soon as reasonably possible after receipt of such report from the County; and Consultant shall have no liability for costs related to the repair,replacement, addition or deletion of materials, equipment or facilities as a result of such failure to conform to the above-referenced warranties, which costs shall be deemed costs of the project, whether incurred during performance of the Services or after completion of the Services. B. Consultant's warranties shall not apply to any defect which results from: ordinary wear and tear, misoperation, corrosion or erosion, noise levels, operating conditions more severe than those 7 contemplated in the original design, or a defect in a process or mechanical design or equipment furnished or specified by the County or others. C. All representations, warranties and guarantees made by Consultant in connection with its Services are limited to those set forth in this Article 12. IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY EXCLUDED. For any deficiencies in the Services, Client shall be restricted to the remedies expressly set forth in this Article 12; such remedies are the County's sole and exclusive remedies for deficiencies in the Services and the County hereby waives any and all other remedies, whether at law or in equity, and regardless of whether the claim is asserted under contract, tort (including the concurrent or sole and exclusive negligence of Consultant), strict liability or otherwise. ARTICLE 13 INDEMNIFICATION A. Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Consultant shall defend, indemnify and hold the County and the County's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury(including death),loss, damage, fine,penalty or business interruption, and (iii) any costs or expenses (including, without limitation, costs of remediation and costs of additional security measures that the Federal Aviation Administration, the Transportation Security Administration or any other governmental agency requires by reason of, or in connection with a violation of any federal law or regulation, attorneys'fees and costs, court costs, fines and penalties) that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason 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 from the intentional or sole negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than Consultant). B. The County, as a political sub-division of the State of Florida, as defined in Section 768.28, Florida Statutes, agrees to be fully responsible to the limits set forth in such statute for its own negligent acts or omissions, or intentional tortuous acts, which result in claims or suits against either the Consultant or County, and agrees to be liable to the statutory limits for any damages proximately caused by said acts or omissions, or intentional tortious acts. Nothing contained in this Section shall be construed to be a waiver by the County of any protections under sovereign immunity, Section 768.28 Florida Statutes, or any other similar provision of law. Nothing contained herein shall be construed to be a consent by the County to be sued by third parties in any matter arising out of this or any other Agreement. 8 ARTICLE 14 LIMITATION OF LIABILITY The total aggregate liability of Consultant arising out of the performance or breach of this Agreement or any Task Order hereunder shall not exceed the total compensation paid to Consultant under the applicable Task Order or $500,000, whichever is less. The limitations of liability set forth in this Article shall apply regardless of the fault, breach of contract, tort (including the concurrent or sole and exclusive negligence), strict liability or otherwise of Consultant, its employees or subconsultants. The Parties agree that the limitations of liability as set forth herein shall not be interpreted as a form of indemnification. ARTICLE 15 INSURANCE As a pre-requisite of the work governed, or the goods supplied under this Agreement (including the pre-staging of personnel and material), the Consultant shall obtain, at his own expense, insurance as specified in any attached schedules, which are made part of this Agreement. The Consultant will ensure that the insurance obtained will extend protection to all Contractors and subcontractors engaged by the Consultant. As an alternative, the Consultant may require all Contractors and Subcontractors to obtain insurance consistent with the attached schedules. The Consultant will not be permitted to commence work governed by this Agreement (including pre-staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the County as specified below. Delays in the commencement of work, resulting from the failure of the Consultant to provide satisfactory evidence of the required insurance, shall not extend any specified deadlines and any penalties and failure to perform assessments shall be imposed as if the work commenced on the specified date and time, except for the Consultant's failure to provide satisfactory evidence. The Consultant shall maintain the required insurance throughout the entire term of this contract and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting from the failure of the Consultant to maintain the required insurance shall not extend any specified deadlines and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for the Consultant's failure to maintain the required insurance. The Consultant shall provide, to the County, as satisfactory evidence of the required insurance, a Certificate of Insurance. 9 All insurance policies must specify that they are not subject to cancellation, non-renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the Consultant's insurance shall not be construed as relieving the Consultant from any liability or obligation assumed under this Agreement or imposed by law. The Monroe County Board of County Commissioners,its employees and officials will be included as Additional Insured on all policies, except for Workers' Compensation and Professional Liability. Any deviations from these General Insurance Requirements must be requested in writing on the County-prepared form entitled, "Request for Waiver of Insurance Requirements" and approved by Monroe County Risk Management. Prior to execution of this agreement, the consultant shall furnish the County Certificates of Insurance indicating the minimum coverage limitations as indicated by an —X on the attached forms identified as INSCKLST (Appendix D), as further detailed on forms WC3, GL3, PR03 and VL3, each attached hereto and incorporated as part of this contract document, and all other requirements found to be in the best interest of Monroe County as may be imposed by the Monroe County Risk Management Department. ARTICLE 16 RELATIONSHIP OF CONSULTANT TO CLIENT At all times and for all purposes under this agreement the Consultant is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this agreement shall be construed so as to find the Consultant or any of his employees, contractors, servants, or agents to be employees of the Board of County Commissioners of Monroe County. ARTICLE 17 PERSONNEL Consultant agrees that during Consultant's performance of Services hereunder, adequate provision shall be made to staff and retain the services of such competent personnel as may be appropriate or necessary for the performance of such Services. The County shall have the right to review the personnel assigned by Consultant, and Consultant shall remove any personnel not acceptable to the County. Consultant may remove personnel assigned to a Task Order without the County's prior approval, provided the progress of the Services shall not be unreasonably impaired. ARTICLE 18 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 10 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 91616), 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 11, 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. ARTICLE 19 ASSIGNMENT/SUBCONTRACT The Consultant shall not assign or subcontract its obligations in their entirety under this agreement, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference 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 under the terms of the agreement. ARTICLE 20 OWNERSHIP OF INSTRUMENTS OF SERVICE AND DATA A. The County agrees to defend, indemnify and hold harmless Consultant and its employees from and against claims resulting from re-use of the design data, drawings, estimates, calculations and specifications prepared by Consultant("instruments of service") on extensions of the project or at a location other than that contemplated by the Task Order. The County is advised that should the County re-use the instruments of service at another location, the instruments of 11 service should be reviewed and sealed by the County or an engineer licensed in the jurisdiction where the instruments of service are sought to be re-used. B. All materials and information that are the property of the County and all copies or duplications thereof shall be delivered to the County by Consultant, if requested by the County, upon completion of Services. Consultant may retain one complete set of reproducible copies of all of its instruments of service. ARTICLE 21 PERMITS AND LICENSES Consultant represents to the County that it has and will maintain during the performance of the Services under this Agreement any permits or licenses which, under the regulations of federal, state, or local governmental authority, it may be required to maintain in order to perform the Services. ARTICLE 22 ADHERENCE TO LAWS In providing all services/goods pursuant to this agreement, the Consultant shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the contractor. The consultant shall possess proper licenses to perform work in accordance with these specifications throughout the term of this agreement. ARTICLE 23 NONDISCLOSURE OF PROPRIETARY AND CONFIDENTIAL MATERIALS The County and Consultant agree that any disclosure will be made on the following basis: A. Confidential Client Information("Primary Data") disclosed to Consultant which is identified in writing by the County as proprietary to the County shall be: (1) safeguarded, (2) maintained in confidence, and (3) made available by Consultant only to those of its employees or others who have a need-to-know and agree to equivalent conditions pertaining to nondisclosure as contained herein. B. Upon completion of the Project or sooner if the County so requests, the Consultant shall return to the County's representative all Primary Data furnished to the Consultant under this Agreement and shall, if requested, deliver to the County's representative all drawings, schedules, calculations, and other documents generated by Consultant for use in connection with the Project ("Secondary Data"). C. Consultant shall not use for itself or to disclose to third parties any Primary Data or Secondary Data without the prior written consent of the County. D. The nondisclosure obligations pertaining to Primary and Secondary Data shall terminate three (3) years from date Consultant's association with this Project terminates. The nondisclosure obligations shall not apply to any data which: 12 1. Was known to the Consultant(and previously unrestricted) before disclosure of Primary Data to Consultant under this Agreement or before generation of Secondary Data; 2. Is subsequently acquired by the Consultant from a third party who is not in default of any obligation restricting the disclosure of such information; or 3. Is subsequently available or becomes generally available to the public. E. Notwithstanding this nondisclosure obligation, Consultant may nevertheless draw upon its experience in its future association with other clients. ARTICLE 24 DISCLOSURE AND CONFLICT OF INTEREST The Consultant represents that it,its directors,principals and employees,presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this Agreement, as provided in Sect. 112.311, et. seq.,Florida Statutes. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. The County and Consultant warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision,the Consultant agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. ARTICLE 25 NO PLEDGE OF CREDIT The Consultant shall not pledge the County's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Consultant further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. ARTICLE 26 CERTIFICATION OR SEALING OF INSTRUMENTS OF SERVICE BY PROFESSIONAL ENGINEER All specifications, drawings, and other engineering documents that are prepared by Consultant shall be certified or sealed by a registered professional engineer. Such certifications or seals shall 13 be valid for the state in which the specifications, drawings, or other engineering documents are to be used or applied. ARTICLE 27 FORCE MAJEURE Any delays in or failure of performance by Consultant or the County, other than the payment of money, shall not constitute default hereunder if and to the extent such delays or failures of performance are caused by occurrences beyond the reasonable control of the County or Consultant, as the case may be, including but not limited to, acts of God or the public enemy; compliance with any order or request of any governmental authority;fires,floods, explosion, accidents;riots, strikes or other concerted acts of workmen, whether direct or indirect; or any causes, whether or not of the same class or kind as those specifically named above, which are not within the reasonable control of the County or Consultant respectively. In the event that any event of force maj eure as herein defined occurs, Consultant shall be entitled to a reasonable extension of time for performance of its Services under the affected Task Order. ARTICLE 28 PROJECT DELAY If a Task Order or the Consultant's proposal calls for provision of its Services under a guaranteed maximum price, fixed fee, or stipulated lump sum basis and the Consultant's work on any phase of the Services is extended by one or more force majeure events or other delays not attributable in whole or in part to the fault of Consultant, then the guaranteed maximum price, fixed fee, or stipulated lump sum, as the case may be, shall be equitably adjusted. ARTICLE 29 LIMITED AGENCY—PROCUREMENT SERVICES If this Agreement authorizes Consultant to perform procurement Services, the following terms will apply: A. The County appoints Consultant as its Agent, and the County accepts such appointment to purchase in the County's name and on behalf of Client, equipment, materials, supplies and services in connection with the project. B. Such purchases shall be made by a special purchase order provided by the County, or such other forms,terms and conditions, or modifications or revisions to said forms as the County may in its sole discretion at any time instruct Consultant to use. Consultant shall furnish the County with a copy of the purchase order document at the time the purchase order is issued. All purchases shall be carried out in accordance with Monroe County purchasing policies and procedures. C. Consultant shall not have authority to accept or bind the County in any way to changes, modifications, revisions, alterations, amendments, or supplemental, additional, or different terms and conditions (hereinafter referred to as"deviations") which may be submitted or requested by a vendor or contractor. Consultant shall immediately submit any deviations from the County's standard terms and conditions to the County for review by the County's Purchasing Manager or his representative and such deviations shall not be accepted by Consultant unless 14 Consultant receives express written approval thereof from the County's Purchasing Manager or his representative. D. All purchase orders issued by Consultant hereunder shall be signed by Consultant for the County. The ownership and title of all items purchased hereunder shall pass directly from the selling party to the County, and Consultant shall at no time be a party to such transaction other than as agent of the County. The County shall have the unilateral right to have the commitment authority of Consultant, its employee or this limited agency authorization in its entirety revoked and cancelled at any time, with or without cause. The County shall be obligated directly to the selling party for all payments for materials, equipment, supplies and services procured hereunder. E. Consultant shall maintain at all times at its offices at 200 W. Forsyth St., Ste. 1520, Jacksonville, FL 32202, a complete file of all commitments, drawings, specifications, insurance certificates, guarantees and warranties relating to its procurement work on behalf of the County, and these shall remain the property of the County and shall be turned over to the County at the conclusion of the project. F. The agency relationship created hereby shall be limited to the purchase of materials, equipment, supplies and services for the project and to such ancillary activities as may be necessary or appropriate in connection therewith, including but not limited to, freight movement, freight consolidation and freight forwarding; expediting of deliveries of purchased items, and receiving reports for such items when they arrive at the project. G. Consultant shall not have authority to make any representation on behalf of the County or to commit the County in any way beyond the express authority granted by this Article 29, unless otherwise granted by the County in writing. H. The County shall hold Consultant and its employees harmless from any claims, suits or liabilities arising out of any breach or other failure of performance by any contractor, vendor or supplier under any contract or purchase order issued by Consultant hereunder. I. Consultant shall give the County immediate notice in writing of any action, suit or lien filed or to be filed, and prompt notice of any claim made against the County or Consultant by any vendor, contractor or subcontractor which may result in litigation or a lien in any way related to the project. Consultant's liability for its Services is as stated in Article 14. ARTICLE 30 CONSTRUCTION PHASE SERVICES If this Agreement includes the furnishing of any Services during the construction phase of the Project, the following terms will apply: A. If Consultant is called upon to observe the work of the County's construction contractor(s)for the detection of defects or deficiencies in such work, Consultant will not bear any responsibility or liability for such defects or deficiencies or for the failure to so detect. Consultant shall not review or manage the means, methods, techniques, sequences or procedures utilized by any construction contractor. Consultant shall not make inspections or reviews of the safety programs or procedures of the construction contractor(s), and shall not review their work for the purpose of ensuring their compliance with safety standards. The construction contractor(s) shall be solely responsible for construction safety. 15 B. If Consultant is called upon to review submittals from construction contractors, Consultant shall review and approve or take other appropriate action upon construction contractor(s)' submittals such as shop drawings,product data and samples,but only for the limited purpose of checking for conformance with information given and the design concept expressed in the contract documents. The Consultant's action shall be taken with such reasonable promptness as to cause no delay in the work while allowing sufficient time in the Consultant's professional judgment to permit adequate review. Review of such submittals will not be conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the construction contractor, all of which remain the responsibility of the construction contractor. The Consultant's review shall not constitute approval of safety precautions or of construction means, methods, techniques, sequences or procedures. The Consultant's approval of a specific item shall not indicate approval of an assembly of which the item is a component. C. Consultant shall not assume any responsibility or liability for performance of the construction services, or for the safety of persons and property during construction, or for compliance with federal, state and local statutes, rules, regulations and codes applicable to the conduct of the construction services. D. All services performed by others, including construction contractors and their subcontractors, shall be warranted only by such others and not by the Consultant. E. All contracts between the County and its construction contractor(s) shall contain broad form indemnity and insurance clauses in favor of the County and Consultant, in a form satisfactory to Consultant. ARTICLE 31 GOVERNING LAW, VENUE, INTERPRETATION, COSTS AND FEES A. 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. B. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Consultant agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. C. The County and Consultant 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. D. 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 16 provision with a valid provision that comes as close as possible to the intent of the stricken provision. E. Attornev'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. F. 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. G. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, 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. ARTICLE 32 NOTICES AND/OR COMMUNICATIONS Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY County Administrator and County Attorney 1100 Simonton Street PO Box 1026 Key West, FL 33040 Key West, Fl. 33041-1026 FOR CONSULTANT: Mr. Chris Bowker, P.E. 200 W. Forsyth St., Ste. 1520 Jacksonville, FL 32202 17 ARTICLE 33 TAXES The County is exempt from payment of Florida State Sales and Use taxes. The Consultant shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is the Consultant authorized to use the County's Tax Exemption Number in securing such materials. The Consultant shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. ARTICLE 34 TERMINATION A. Termination for Cause and Remedies: In the event of breach of any contract terms, the County retains the right to terminate this Agreement. The County may also terminate this agreement for cause with Consultant should Consultant fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the County shall provide Consultant with fifteen (15) calendar days' notice and provide the Consultant with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the County terminates this agreement with the Consultant, County shall pay Consultant the sum due the Consultant under this agreement prior to termination, unless the cost of completion to the County exceeds the funds remaining in the contract; however,the County reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to Consultant shall not in any event exceed the spending cap in this Agreement. In addition, the County reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. B. Termination for Convenience: The County may terminate this Agreement for convenience sixty (60) days written notice of its intention to do so. If the County terminates this agreement with the Consultant, County shall pay Consultant the sum due the Consultant under this agreement prior to termination, unless the cost of completion to the County exceeds the funds remaining in the contract. The maximum amount due to Consultant shall not exceed the spending cap in this Agreement. In addition, the County reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County' s False Claims Ordinance, located at Section 2- 721 et al. of the Monroe County Code. ARTICLE 35 MISCELLANEOUS A. Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Consultant and their respective legal representatives, successors, and assigns. 18 B. 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. C. Claims for Federal or State Aid. Consultant and County 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 submitted by the Consultant shall be approved by the County prior to submission. D. 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. E. Legal Obligations and Responsibilities. Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by 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 permitted by the Florida constitution, state statute, and case law. F. 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. G. 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. H. 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. 19 I. 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 signing any such counterpart. J. Section Headings. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. K. Covenant 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 only interest of each is to perform and receive benefits as recited in this Agreement. L. Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. M. 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 otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. N. 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. O. Waiver. Waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way effect, limit, or waive such party's rights thereafter to enforce and compel strict compliance with all the terms and conditions of this Agreement. 20 P. Rights and Remedies. The specific remedies set forth in this Agreement, including but not limited to those remedies with respect to the quality of the Services performed by Consultant hereunder, are the exclusive remedies of the Parties. Q. Ownership. County agrees to inform Consultant in those instances where a leasehold to a facility where work is contemplated is held by another. R. Time of Accrual. For services performed by Consultant before substantial completion, all causes of action against Consultant shall accrue and the statute of limitations shall commence to run no later than the date of substantial completion of the Project. For services performed by Consultant after the date of substantial completion but before final completion of the Project, all causes of action against Consultant shall accrue and the statute of limitations shall commence to run no later than the date of final completion. The Parties expressly agree that the discovery rule for purposes of accrual shall not apply. S. Publicity. Neither of the Parties shall make any press release, news disclosure or other advertising related to the Project that includes the name of the other party without first obtaining the written approval of the other party. T. Federal, State and Local Law. The Consultant shall comply with all federal, state, county and local laws, ordinances, rules and regulations now and hereafter in force which may be applicable to the operation of its business at the airport, including the minimum standards for fixed base operators, as amended from time to time. U. 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. V. Entirety of Agreement. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and discussions concerning the subject matter hereof. ARTICLE 36 AIRPORT SECURITY REQUIREMENTS A. General. The federal Transportation Security Administration is the federal agency primarily responsible for overseeing the security measures utilized by the airport owner pursuant to the relevant provisions of Chapter 49, United States Code, and regulations adopted under the authority of the Code, including but not limited to 49 CFR 1540, et seq. Violations of the statutes or regulations may result in severe civil monetary penalties being assessed against the airport operator. It is the intent of the airport operator that the burdens and consequences of any security violations imposed upon the airport operator as a result of actions by an airport tenant or the airport tenant's employees, agents, invitees, or licensees shall be borne by the airport tenant. 21 B. Airport Tenant Defined. An airport tenant means any person, entity, organization, partnership, corporation, or other legal association that has an agreement with the airport operator to conduct business on airport property. The term also includes an airport tenant as defined in 49 CFR 1540.5. Each signatory to this Agreement, other than the airport operator,is an airport tenant. C.Airport Operator Defined. As used in this Agreement, airport operator means Monroe County, Florida, its elected and appointed officers, and its employees. D. Airport Property Defined. Airport property shall mean the property owned or leased by, or being lawfully used by, the airport operator for civil aviation and airport-related purposes. For purposes of this Agreement, airport property is the property generally referred to as the Key West Airport, the Marathon Airport, or both as may be set forth in this Agreement. E. Inspection Authority. The airport tenant agrees to allow Transportation Security Administration (TSA)authorized personnel, at any time or any place, to make inspections or tests, including copying records, to determine compliance of the airport operator or airport tenant with the applicable security requirements of Chapter 49, United States Code, and 49 CFR 1540, et seq. F. Airport Security Program. The airport tenant agrees to become familiar, to the extent permitted by the airport operator, with the Airport Security Program promulgated by the airport operator and approved by TSA, and also agrees to conform its' operations and business activities to the requirements of the Airport Security Program. G. Tenant Security Program. If permitted under TSA regulations, the airport tenant may voluntarily undertake to maintain an Airport Tenant Security Program as referred to in 49 CFR 1542.113. If the airport tenant voluntarily promulgates an Airport Tenant Security Program that is approved by TSA, such program, as may be amended and approved from time to time, shall be automatically incorporated into this Agreement. H. Breach of Agreement. Should TSA determine that the airport tenant or one or more of the airport tenant's employees, agents, invitees, or licensees has committed an act or omitted to act as required, and such act or omission is a violation which results in TSA imposing a civil penalty against the airport operator in accordance with TSA's Enforcement Sanction Guidance Policy, such determination and imposition of a civil penalty by TSA shall be considered a significant breach of this Agreement. (1). Minimum Violation. If the violation is the first or second violation attributed to the airport tenant and is a civil penalty "minimum violation" as provided for in TSA's Enforcement Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, mitigating, compromising, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures. If the 22 violation is a third violation, or there are multiple violations in excess of two violations, that is or are a civil penalty"minimum violation",the airport tenant shall pay to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport operator shall have the right to unilaterally cancel this Agreement, such cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice of cancellation of this Agreement by the airport operator. (2). Moderate Violation. If the violation is the first or second violation attributed to the airport tenant and is a civil penalty "moderate violation" as provided for in TSA's Enforcement Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport tenant may cause all of airport tenant's employees involved in the airport tenant's business operations on the airport property to undergo such security training as may be required by the airport operator. The total cost of the training shall be paid for by the airport tenant. If the violation is a third violation, or there are multiple violations in excess of two violations, that is or are a civil penalty"moderate violation", the airport tenant shall pay to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport operator shall have the right to unilaterally cancel this Agreement, such cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice of cancellation of this Agreement by the airport operator. (3). Maximum Violation. If the violation is the first violation attributed to the airport tenant and is a civil penalty"maximum violation"as provided for in TSA's Enforcement Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs incurred by the airport operator, including any fines and penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further,the airport tenant may cause all of airport tenant's employees involved in the airport tenant's business operations on the airport property to undergo such security training as may be required by the airport operator. The total cost of the training shall be paid for by the airport tenant. If the violation is a second violation, or there are multiple violations, that is or are a civil penalty "maximum violation", the airport tenant shall pay to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, 23 mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further,the airport operator shall have the right to unilaterally cancel this Agreement, such cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice of cancellation of this Agreement by the airport operator. (4). Mitigation of Breach. TSA has a policy of forgoing civil penalty actions when the airport operator detects violations, promptly discloses the violations to TSA, and takes prompt corrective action to ensure that the same or similar violations do not recur. This policy is known as the TSA Voluntary Disclosure Program Policy, and is designed to encourage compliance with TSA regulations, foster secure practices, and encourage the development of internal evaluation programs. The airport tenant agrees that upon detecting a violation the airport tenant will immediately report it to the airport operator. Should the TSA ultimately determine that the violation was committed by the airport tenant, or an employee, agent, invitee, or licensee of the airport tenant, but the violation should result in the issuance of a letter of correction in lieu of a civil penalty, then the airport tenant shall reimburse the airport operator the total costs incurred by the airport operator in investigating, defending, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, mitigation, or taking of remedial action measures. A violation resulting in the issuance of a letter of correction shall not be considered to be a breach of this Agreement by the airport tenant. (5). Survival of Sub-Section. This Article 36 sub-section H shall survive the cancellation or termination of this Agreement, and shall be in full force and effect. ARTICLE 37 FEDERALLY REQUIRED CONTRACT PROVISIONS The CONSULTANT and its subcontractors must follow the provisions, as applicable, as set forth in 2 C.F.R. §200.326 Contract Provisions and 2 C.F.R., Appendix 11 to Part 200, as amended, including but not limited to: 37.1 Clean Air Act(42 U.S.C. §§7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. §§1251-1387) as amended. 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 subgrants of amounts in excess of$150,000. 37.2 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 subrecipient wishes to enter into a contract with a small business firm or nonprofit organization 24 regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient 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. 37.3 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 Comp.,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. 37.4 Byrd Anti-Lobbying Amendment(31 U.S.C. §1352). Contractors 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. 37.5 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 CFR 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. (1) In the performance of this contract, the CONSULTANT shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired; (i)Competitively within a timeframe providing for compliance with the contract performance schedule; (ii) Meeting contract performance requirements; or (iii) At a reasonable price. (2) Information about this requirement, along with the list of EPA-designated items, is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg- program. 25 37.6 Prohibition on certain telecommunications and video surveillance services or equipment as set forth in 2 CFR § 200.216. Recipients and subrecipients and their contractors and subcontractors may not obligate or expend any federal funds to (1) Procure or obtain; (2) Extend or renew a contract to procure or obtain; or(3)Enter into a contract(or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation(or any subsidiary or affiliate of such entities). (i) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (ii)Telecommunications or video surveillance services provided by such entities or using such equipment. (iii) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. 37.7 Domestic preference for procurements as set forth in 2 CFR §200.322 The COUNTY and CONSULTANT should, to the great extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). These requirements of this section must be included in all subawards including contracts and purchase orders for work or products under federal award. For purposes of this section: (1) "Produced in the United States" means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. (2)"Manufactured products"means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. 37.8 Americans with Disabilities Act of 1990, as amended (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. 37.9 Disadvantaged Business Enterprise (DBE) Policy and Obligation - It is the policy of the COUNTY that DBEs, 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 26 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 2 C.F.R. § 200.321(as set forth in detail below), applicable federal and state laws and regulations to ensure that the DBE's have the opportunity to compete for and perform contracts. The COUNTY and the CONSULTANT and subcontractors 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 Prime contractor,if subcontractor are to be let,to take the affirmative steps listed in paragraph (1) through(5) of this section. 37.10 The Contractor 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 Contractor 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. 37.11 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 Comp., p. 339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41C.F.R. Part 60 (Office of Federal 27 Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix 11, ¶ 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 contractor, 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 28 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 contractor 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 CONSULTANT becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States ARTICLE 38 FEMA CONTRACT PROVISIONS(as applicable) 38.1 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. Contractors/Consultants 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 DHS officials and maintain appropriate backup documentation to support the reports. 38.2 DHS Seal, Logo and Flags: CONSULTANT shall not use the Department of Homeland Security seal(s), logos, crests, or reproduction of flags or likeness of DHS agency officials without specific FEMA approval. 29 38.3 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 grant or cooperative agreement that may fund this Project and be reasonable for the completion of the Project. Any contract change or modification, change order or constructive change must be approved in writing by both the COUNTY and CONSULTANT. 38.4 Compliance with Federal Law, Regulations, and Executive Orders. This is an acknowledgement that FEMA financial assistance may be used to fund the contract. The CONSULTANT will comply will all applicable federal law, regulations, executive orders,FEMA policies, procedures, and directives. 38.5 No Obligation by Federal Government. The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the COUNTY/non-Federal entity, CONSULTANT, or any other party pertaining to any matter resulting from the contract. 38.6 Program Fraud and False or Fraudulent Statements or Related Acts. If applicable, the CONSULTANT acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the CONSULTANT's actions pertaining to this contract. ARTICLE 39 FDEM CONTRACT PROVISIONS(as applicable) 39.1 The CONSULTANT is bound by the terms and conditions of the Federally-Funded Subaward and Grant Agreement between COUNTY and the Florida Division of Emergency Management(Division) and attached hereto as applicable. 39.2 The CONSULTANT shall hold the Division and COUNTY harmless against all claims of whatever nature arising out of the CONSULTANT's performance of work under this Agreement, to the extent allowed and required by law. 30 IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and 51 --s. written above in two (2) counterparts, each of which shall, without proof or accounting @ . 4—'1'0 counterparts, be deemed an original contract. R , _ L;, = `Fyn . F = BOARD OF COUNTY COMMISSIONERS J ._ Yttesta" YIN MADOK, CLERK OF MONROE COUNTY FLORIDA "075,7, ‘,. ..........— B Y6?1 By: As Deputy Clerk Mayor David Rice CONSULTANT: Attest: JACOBS PROJECT MANAGEMENT CO. acquep np Digitally Wgned by Jacqueline Rass ine DN:c ztc ueline Rose,c=US, Digitally signed by Jeffrey D.ARon r „ 04.cobs Engineering, Jeffrey D. DN:mJeffrey D.Acton,oJacobs Ross -emeA= cqueline.rose@Jact,r a } J .(JPMCo),ou, By: Date:202201.2816;41:37-06'00' By: Ac`o / emalGJeffrey.Acton@Jacobs.com,r-U6 U Dotes.2022.01.20 10.06.41-0 00' WITNESS Title: Title: S. Region PM/CM Services Group Leader NROE COUNTY ATTORNEY ' ,cr/Z,)30V7 r FORM PED-O J. . - ASSI- y UNTY ATTORNEY Date 1/31/22 r� -7 ;'rq r6 tv -:. C� Fri �� 31 APPENDIX A CONSULTANT SCOPE OF SERVICES The CONSULTANT shall provide the following services as requested: A. FAA/FDOT Funding • Pre-planning, pre-application development • Project pre-application forms • DBE plans Coordination with FAA and FDOT under AIP and JPA programs Prepare grant application submissions for approvals 0 Prepare and update the Joint Agency Capital Improvement Plan Other as appropriate B. Planning/Programming • Prepare/update airport master plans and noise programs • Perform special planning studies and airport security studies and draft associated manuals • Prepare aeronautical studies including new air services • Develop CIP program schedules/cost estimates a Coordinate with airline tenants a Coordinate airspace and zoning on development outside of the airport • Prepare scope of work and study design for major planning studies a Update airport layout plans and property maps a Update airport utility maps Conduct economic impact studies Conduct rates and charges studies Conduct other studies as assigned • Review/comment on studies conducted by others • Perform environmental assessments and environmental impact studies and prepare accompanying reports • Prepare, manage and administer passenger facility charges applications C. Conceptual Schematic Project Planning • Define the project scope • Evaluate financial and technical feasibility • Determine functional and design parameters 0 Conduct preliminary surveys and geotechnical programs • Prepare FAA, FDOT and other government forms, and background justification • Prepare data, exhibits, maps, costs estimates and preliminary drawings D. Advisory Services • Assist staff as required • Interpret FAA Advisory Circulars (ACs) and Federal Aviation Regulations (FARs) Consult on airport financial management, planning, engineering, architectural, 32 environmental, aviation, and other issues as needed • Assist in negotiations and selection of other consultants • Identify changes in laws and/or regulations and their impact on Monroe County airports. • Function as the County's liaison and representative with the FAA ADO • Prepare bid documents • Implement airport's Disadvantaged Business Enterprise plan E. Design Management/Review • Assist in contracting for design services • Assist with establishment of budgets Manage the design consultants Review and coordinate design projects of other consultants Evaluate design consultants performance 0 Draft environmental work plans and specifications F. Construction Support Service • Provide general program management • Provide FAA/FDOT construction reporting compliance services • Provide oversight of consultant work • Develop and update construction schedules • Develop and update cash flow schedules a Coordinate with users and funding agencies a Coordinate between contractors of different projects • Apply for, obtain, and monitor environmental, conditional use and interagency permits • Review contractor bid documents for FAA/FDOT compliance issues • Provide Resident Project Representative (RPR) services G. Annual Facilities Work Planning a Conduct annual inspection of facilities • Assist in developing annual work plan • Prepare facility maintenance program • Prepare appropriate forms and/or conduct airport activity surveys 33 91 APPENDIX B .Jacobs 2022 — 2023 Billing and Expense Rates CLASSIFICATION LOADED HOURLYRATES* Project Director $235.00 Sr. Project Manager $190.00 Project Manager $165.00 Senior Engineer $155.00 Senior Planner $190.00 Senior Designer $135.00 Project Engineer $114.00 Engineer $90.00 Planner $150.00 Senior CADD Tech $121.00 CADD Tech. Drafter $67.00 Sr. Resident Inspector $138.00 Resident Inspector $92.00 Clerical $59.00 Senior Architect $200.00 Project Architect $112.00 Low Voltage Engineer $145.00 Senior Electrical $198.00 Electrical $127.00 Senior Mechanical $144.00 Mechanical $92.00 Senior Structural $155.00 Structural $115.00 Senior Plumbing Engineer $175.00 Plumbing Engineer $105.00 BIM Manager $128.00 Sr. Interior Designer $210.00 Fire Protection Engineer $138.00 Baggage Handling Systems $164.00 Principal Landscape Arch. $278.00 *LOADED (BURDENED) HOURLYRATES SUBJECT TO CHANGE JANUARY2023 34 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 affect 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. 35 APPENDIX C TASK ORDER FORM MASTER AGREEMENT FOR PROFESSIONAL SERVICES TASK ORDER FORM Effective Date: Task Order No. Client Project No. Engineer Project No. This Task Order is entered into on the effective date noted above pursuant to the "Master Agreement for Professional Services between Monroe County ("Client") and Jacobs Project Management Co. ("Consultant"), dated , 20 ("Agreement"). The Agreement is incorporated herein and forms an integral part of this Task Order. (All blank spaces should be filled in. Use "NA/ " where no other response is appropriate.) Services Authorized Client authorizes Consultant to perform the Services described in Exhibit A attached hereto and incorporated herein, which Exhibit A is marked with the above noted Task Order No. and consists of page(s). Pricing Time and Expense per Agreement and Appendix B to the Agreement. Firm Fixed Price of$ Other (Describe): Schedule Services may commence on Services will cease by Other: (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA By: By: as Deputy Clerk Mayor David Rice CONSULTANT: JACOB S PROJECT MANAGEMENT CO. Witness: By: Title: 36 APPENDIX D INSURANCE CHECKLIST FOR PROFESSIONAL SERVICES BETWEEN JACOBS PROJECT MANAGEMENT CO. AND MONROE COUNTY, FLORIDA To assist in the development of your proposal, the insurance coverages marked with an"X" will be required in the event an award is made to your firm. Please review this form with your insurance agent and have him/her sign it in the place provided. It is also required that the bidder sign the form and submit it with each proposal. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY X Workers' Compensation Statutory Limits WC1 Employers Liability $100,000/$500,000/$100,000 WC2 Employers Liability $500,000/$500,000/$500,000 WC3 X Employers Liability $1,000,000/$1,000,000/$1,000,000 WCUSLH US Longshoremen & Same as Employers' Harbor Workers Act Liability WCJA Federal Jones Act Same As Employers' Liability 37 GENERAL LIABILITY The required general liability coverage will include: • Premises Operations Products and Completed Operations • Blanket Contractual Personal Injury • Expanded Definition Of Property Damage Required Limits: GL1 $100,000 per Person; $300,000 per Occurrence $50,000 Property Damage or $300,000 Combined Single Limit GL2 $250,000 per Person; $500,000 per Occurrence $50,000 Property Damage or $500,000 Combined Single Limit GL3 X $500,000 per Person; $1,000,000 per Occurrence $100,000 Property Damage or $1,000,000 per Occurrence and general aggregate GL4 $5,000,000 Combined Single Limit Required Endorsement: GLXCU Underground, Explosion and collapse (XCU) GLLIQ Liquor Liability GLS Security Services 38 VEHICLE LIABILITY Coverage should extend to liability for: 0 Owned; Non-owned; and hired Vehicles Required Limits: VL1 $50,000 per Person; $100,000 per Occurrence $25,000 Property Damage or $100,000 Combined Single Limit VL2 $100,000 per Person; $300,000 per Occurrence $ 50,000 Property Damage or $300,000 Combined Single Limit VL3 X $500,000 per Person; $1,000,000 per Occurrence $100,000 Property Damage or $1,000,000 Combined Single Limit VL4 $5,000,000 Combined Single Limit MISCELLANEOUS COVERAGES BRl Builders' Limits equal to the Risk completed project MVC Motor Truck Limits equal to the maximum Cargo value of any one shipment PRO1 Professional $ 250,000 per Occurrence/$ 500,000 Agg. PR02 Liability $ 500,000 per Occurrence/$1,000,000 Agg. PR03 X $1,000,000 per Claim/$2,000,000 Agg. POL 1 Pollution $ 500,000 per Occurrence/$ 1,000,000 Agg. POL2 Liability $1,000,000 per Occurrence/$2,000,000 Agg. POL3 $5,000,000 per Occurrence/$10,000,000 Agg. ED1 Employee $ 10,000 ED2 Dishonesty $100,000 GKl Garage $ 300,000($25,000 per Veh) GK2 Keepers $ 500,000($100,000 per Veh) GK3 $1,000,000($250,000 per Veh) MED1 Medical $ 250,000/$ 750,000 Agg. MED2 Professional $ 500,000/$ 1,000,000 Agg. MED3 $1,000,000/$3,000,000 Agg. MED4 $5,000,000510,000,000 Agg. 39 IF Installation Maximum value of Equipment Floater Installed VLP1 Hazardous $ 300,000(Requires MCS-90) VLP2 Cargo $ 500,000(Requires MCS-90) VLP3 Transporter $1,000,000(Requires MCS-90) BLL Bailee Liability Maximum Value of Property HKL1 Hangarkeepers $ 300,000 HKL2 Liability $ 500,000 HKL3 $1,000,000 AIRI Aircraft $ 1,000,000 AIR2 Liability $ 5,000,000 AIR3 $50,000,000 AEO1 Architects Errors $ 250,000 per Occurrence/$ 500,000 Agg. AEO2 &Omissions $ 500,000 per Occurrence/$1,000,000 Agg. AEO3 $1,000,000 per Occurrence/$3,000,000 Agg. EO1 Engineers Errors $ 250,000 per Occurrence/$ 500,000 Agg. EO2 &Omissions $ 500,000 per Occurrence/$1,000,000 Agg. EO3 $1,000,000 per Occurrence/$3,000,000 Agg. 40 WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICES BETWEEN JACOBS PROJECT MANAGEMENT CO. AND MONROE COUNTY, FLORIDA Prior to the commencement of work governed by this contract, the Contractor will obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable Workers' Compensation state statutes and the requirements of Chapter 440, Florida Statutes. In addition, the Contractor will obtain Employers' Liability Insurance with limits of: $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 will be maintained throughout the entire term of the contract. Coverage will be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self- insurer, the County may recognize and honor the Contractor's status. The Contractor 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 Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition,the Contractor may be required to submit updated financial statements from the fund upon request from the County. WC3 41 GENERAL LIABILITY INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICES BETWEEN JACOBS PROJECT MANAGEMENT CO. AND MONROE COUNTY, FLORIDA Prior to the commencement of work governed by this contract, the Contractor will obtain Commercial General Liability Insurance. Coverage will be maintained throughout the life of the contract and include: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability The limits acceptable is: $1,000,000 per occurrence and general aggregate An Occurrence Form 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 twelve (12)months following the acceptance of work by the County. The Monroe County Board of County Commissioners will be included as Additional Insured on the Commercial General Liability policy issued to satisfy the above requirements. GL3 42 BUSINESS AUTOMOBILE LIABILITY INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICES BETWEEN JACOBS PROJECT MANAGEMENT CO. AND MONROE COUNTY, FLORIDA Recognizing that the work governed by this contract requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Business Automobile Liability Insurance. Coverage will be maintained throughout the life of the contract and include liability coverage for: • Owned, Non-Owned, and Hired Vehicles The limits acceptable is: $1,000,000 Combined Single Limit(CSL) If split limits are provided, the limits acceptable are: $ 500,000 per Person $1,000,000 per Occurrence $ 100,000 Property Damage The Monroe County Board of County Commissioners will be named as Additional Insured on the Business Automobile policy issued to satisfy the above requirements. VL3 43 NON-COLLUSION AFFIDAVIT I Alberto Lazaro, PE of the city of Miami-Dade according to law on my oath, and under penalty of perjury, depose and say that: 1. I am Vice President, FLPR Geographic Sales Manager of the firm of Jacobs Engineering Group Inc. the bidder making the Proposal for the project described in the Notice for Calling for bids for: Monroe County Airport General Consultant Services and that I executed the said proposal with full authority to do so: 2. the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices 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 will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and 4. no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; 5. the statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. y� 12/14/2021 (Signature of Bidder) (Date) STATE OF: Florida COUNTY OF: Miami-Dade PERSONALLY APPEARED BEFORE ME,the undersigned authority, Alberto Lazaro who,after first being sworn by me,(name of individual signing)affixed his/her signature in the space provided above on this 14th day of December 2021 Hannah Boundy9q 4 HANNAH BON Y NOTARY PUBLIC Notary Public State of Flcrtda Commission# H 151339 y fly Comm. Expires Jul 28, My Commission Expires: July 28,2025 Bonded through National Notary Assn. 44 LOBBYING AND CONFLICT OF INTEREST FORM SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE Alberto Lazaro, PE warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may,in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. (Signature) 12/14/2021 (Date) STATE OF Florida COUNTY OF Miami-Dade PERSONALLY APPEARED BEFORE ME, the undersigned authority, Alberto Lazaro, PE who, after first being sworn by me, affixed his/her signature (name of individual signing)in the space provided above on this 14 day of December 2021 Hannah Boundy4a")IL4_1�1 eak ,''. NOTARY PUBLIC =Nafioral - My commission expires: J U ly 28, 2025 itefiarfdaI H 151339MJ0 28, 2025Bidedl 40tary Assn. 45 DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: Jacobs Engineering Group Inc. (Name of Business) 1.Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection(1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid,the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement,I certify that this firm complies fully with the above requirements. Bidder's Signature 12/14/2021 Date 46 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." I have read the above and state that neither Jacobs Engineering Group Inc. (Proposer's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. (Signature) Date: 12/14/2021 STATE OF: Florida COUNTY OF: Miami-Dade Subscribed and sworn to (or affirmed) before me on the 14th day of December 2021 by Alberto Lazaro (name of affiant). He/She is personally known to me or has produced (type of identification) as identification. My Commission Expires: July 28, 2025 Hannah Boundy � r+ HANNAMBdOh1NGY f• `. Notary€ublic•State of Floda NOTARY PUBLIC � Commi%ion 0 HH 151339 my Comm,Exdires Jul 28..2025 Bdrided through National"tary,Assn. 47 C CERTIFICATE OF LIABILITY INSURANCE DATE 0M/202 W' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS 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), AUTHORIZED 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 LIC #0437153 1-212-948-1306 CONTACT NAME: Marsh Risk & Insurance Services PHONE FAX CIRTS Support@jacobs.com A/C No Ext: A/C,No: 1-212-948-1306 E-MAIL 633 W. Fifth Street ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Los Angeles, CA 90071 INSURERA: ACE AMER INS CO 22667 INSURED INSURER B: Jacobs Project Management Co. INSURER C C/O Global Risk Management 1000 Wilshire Blvd., Suite 2100 INSURERD: INSURER E: Los Angeles, CA 90017 INSURERF: COVERAGES CERTIFICATE NUMBER: 62390167 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 INSD WVD POLICYNUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY HDO G72493503 07/01/21 07/01/22 EACH OCCURRENCE $ 1,000,000 � OCCUR DAMAGE TO RENTED CLAIMS-MADE PREMISES Ea occurrence $ 500,000 X CONTRACTUAL LIABILITY MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 1,000,000 X POLICY❑ PRO ❑ LOC PRODUCTS-COMP/OPAGG $ 1,000,000 JECT OTHER: $ A AUTOMOBILE LIABILITY ISA H25545631 07/01/21 07/01/22 COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO ,T BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED , PROPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY ' '�' "—"'"'- Per accident 7 . 15 . 2 0 21 W t.a_c $ UMBRELLA LIAB TE- ^�'° ' OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADEWAK* WAX AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION WLR C67817540 (AOS) 07/01/21 07/01/22 X STATUTE EERH AND EMPLOYERS'LIABILITY YIN 1,000,000 A ANYPROPRIETOR/PARTNER/EUTIVE � N/A SCF C6781762A (WI) 07/01/21 07/01/22 E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED?XEC A (Mandatory in NH) WCU C67817588 (OH)* 07/01/21 07/01/22 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A PROFESSIONAL LIABILITY EON G21655065 012 07/01/21 07/01/22 PER CLAIM/PER AGG 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) OFFICE LOCATION: Jacksonville, FL 32202. PROJECT MGR: Ryan Forney. CONTRACT MGR: Jack Renton. SENIOR CONTRACT MGR: Christopher Bowker. RE: Monroe County Airports - General Consulting Services Master Agreement with Jacobs Project Management Company for Professional Services at Key West International Airport and The Florida Keys Marathon International Airport. CONTRACT END DATE: 02/14/2022. PROJECT NUMBER: E9Y16700. SECTOR: Public. The Monroe County Board of County Commissioners, its employees and officials are added as an additional insured for general liability & auto liability as respects the negligence of the insured in the performance of insured's services to cert holder under contract for captioned work. *THE TERMS, CONDITIONS, AND LIMITS PROVIDED UNDER THIS CERTIFICATE OF INSURANCE WILL NOT CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County Board of County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street AUTHORIZED REPRESENTATIVE Key West, FL 33040 USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Cert_Renewal 62390167 DATE SUPPLEMENT TO CERTIFICATE OF INSURANCE 06/07/2021 NAME OF INSURED: Jacobs Project Management Co. Additional Description of Operations/Remarks from Page 1: EXCEED OR BROADEN IN ANY WAY THE TERMS, CONDITIONS, AND LIMITS AGREED TO UNDER THE APPLICABLE CONTRACT.* Additional Information: *$2,000,000 SIR FOR STATE OF: OHIO SUPP(06/04)