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02/16/2022 Agreement
�PG�R.coVRrQCo�1 °� °E•.yf, Kevin Madok, CPA 00 1 bo . : Clerk of the Circuit Court&Comptroller—Monroe County, Florida DATE: February 25, 2022 TO: Beth Leto,Airports Business Manager, KWIA FROM: Pamela G. Hanco h;.C. SUBJECT: February 16th BOCC Meeting Attached is a copy of the following item for your handling: K14 Master Agreement for Professional Services with McFarland Johnson, Inc. 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 MCFARLAND-JOHNSON, INC. AND MONROE COUNTY, FLORIDA AGREEMENT FOR PROFESSIONAL SERVICES TABLE OF CONTENTS ARTICLE I 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 Pei-loci of Service 4 ARTICLE 7 Terni of Contract 4 ARTICLE 8 Consultants Acceptance of Conditions 4 ARTICLE 9 Consultant's Books, Records and Docunients 5 ARTICLE 10 Public Access 6 ARTICLE I I Changes in Scope of Service 7 ARTICLE 12 Warranty 7 ARTICLE 13 Indemnification 8 ARTICLE 14 Limitation ol.'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 I I ARTICLE 20 Ownership Of 11IStrUrnents of Service and Data I I AR'FIC.I.,E 21 Permits and Licenses I I ARTICLE 22 Adherence to Laws 12 ARTICLE 23 Nondisclosure of Proprietary and Confidential Materials 12 ARTICLE 24 Disclosure and Conflict of Interest 12 ARTICLE 25 No Pledge of Credit 13 ARTICLE 26 Certification of Sealing Of Iffitl'Urnents of Service By Professional Engineer 13 ARTICLE 27 Force Majeure 13 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 17 ARTICLE 34 Termination 17 ARTICLE 35 MiscellaneOLIS 18 ARTICLE 36 Airport Security ReqUil-CrnelItS 21 ARTICLE 37 Federally Required Contract Provisions 23 ARTICLE 38 FFMA Contract Provisions (as applicable) 28 ARTICLE 39 FDEM Contract Provisions(as applicable) 29 2 MASTER AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and executed as of the 16th day of February, 2022 by and between MCFARLAND-JOHNSON INC,with a place of business at 49 Court Street, Suite 240, Binghamton, NY 13901 (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 inforynation 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 COUntV'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 thC COLInty regarding the Project. The representative shall make decisions regarding the Project in a timely manner. ARTICLE 4 COMPENSATION Consultant will be compensated for Set-vices 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 oil 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 Countys performance and obligation to pa,,,v under this agreement, is contingent upon annual appropriation by the Board Of County Commissioners, ARTICLE 6 PERIOD OF SERVICE Consultant shall rnake 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 off ebruary, 2027. ARTICLE 8 CONSULTANT'S ACC E13TANCE OF CONDITIONS 4 A� The COnSUltant hereby agrees that fie has flully 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 lie asSUITICS full responsibility therefor. The provisions of the Agreement shall control any inconsistent provisions contained in the specirications. 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,conditio ns, 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 fiallUre 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 ally Of the services furnished by the COnSLIltant shall not operate as a waiver by the County olstrict compliance with the terms of this Agreement, and specifications covering the services. Failure On the pail of the C011SUItant, ii-iii-nediately 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 C011SUltant, 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 faellity(ies) periodically to coaduct 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. F. The Consultant has, and shall maintain throughout the terill of this agreement, appropriate licenses and approvals required to conduct its business, and that it will at all dances conduct its business activities in a reputable manner. Proof Of Such licenses and approvals shall be SUbillitted to the County upon request. ARTICLE 9 CONSULTANT'S BOOKS, RECORDS AND DOCUMENTS Consultant shall maintain all books, records, and documents directly pertinent to perforniance 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 agreernent or for a period Of three years fi-0111 the SUbriiission of the Imal expenditUre report as per 2 (-'FR §200333, 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 dUI'Ing the term of the Agreement and for seven years fol lowi nil, the terin ination of"th is Agreement. If an auditor employed by the County or Clerk of 0 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 interest calculated PLII-SUant to SM 55.03, FS, I-1,11111int" fi-oin the date the i-nonics were paid to Consultant, 5 ARTICLE 10 PUBLIC ACCESS Public Records Compliance, Consultant must Comply with Florida public records laws, including; but riot 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 rnade 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 terns 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 COJISLIltant Is encouraged to consult with its advisors about Florida I"Liblic Records Law ill order to comply with this provision. Pursuant to F.S. 11 9.0701 and the terms and conditions of this contract, the Consultant is required to: (I)Keep and maintain Public records that would be required by the County to perform the service, (2) Upon receipt frorn 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 frorn public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of tile contract if the 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 [lie County to perforrn 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 tirne. l If the Consultant does not comply with the County's request for records, the COLInty 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 [lie COLinty or pursuant to 6 a valid pUblic records request within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. Consultant shall riot 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]IAS QUESTIONS REGARDING THE Al)l:1L,ICATION OF Cl JAPTER 119, FLORIDA STATUTES. TO THE CONSULT AINI—S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO TH IS CONTRACT, CONTACTTIIE CUSTODIAN OF PIJBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470, BRADLEY- BRIAN,,'4),MONROECOIJN'I'Y-I,-'L.GOV, MONROF COUNTY Al_FORNEY'S OFFICE, I I I I 12th STREET, SUITE 408, KEY WEST, FL 33040. ARTICLE I I CHANGES IN SCOPE OF SERVICES The County may, at any tire, make changes in the scope of Services reClUired under aTask Order for the Protect 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 Set-vices 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. ECILlitable adjustments to price and time of performance resulting from scope of Services changes will be negotiated and upon 111LItual agreement by Client and Consultant, the Task Order will be rnodified by a written instrument, signed by both parties, to reflect the changes in scope of Services, price and schedule. ARTICLE 12 WARRANTV A. Consultant warrants that its engineering, design and consulting Services will be performed in accordance with generally accepted standards in the industry. Following corripletion of its Services an(] for a period of twelve (12) months thereafter, if the Services provided hereunder do not conforni to the warranty above stated and the same is reported to Consultant by the County ill writing proniptly 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 frorn the('aunty;and Consultant shall have no liability k)r 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, wliich costs shall be deerned costs of the project, whether incurred during performance of the Services or after coil]pletion of the Sery ices. 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 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 MEIRCHANTABILITY AND FITNESS FOR A PARTICULAR PtIRPOSE' ARE 7 SPECIFICALLY EXCLUDED, For any deficiencies in the Services, Client shall be restricted to the remedies expressly set forth in this Article 121 such remedies are the County's sole and exclu,sive 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 Linder contract, tort (including the concurrent or sole and exclusive negligence of Consultant), strict I inability or otherwise. ARTICLE 13 INDEMNIFICATION A. Notwithstanding any rninirnun-i 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 frorn and against (i) any claims, actions or Causes of action, (il) 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 lin-iftation, costs of rennediation 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) any activity 01COnSUltant or any of its employees, agents, contractors or other invitees on the Airport during the term of this Agreement, (B) the negligence or willi'Lif misconduct Of Consultant or any of its employees, agents,Contractors or other invitees, Or (C) Consultant's default in respect of any of the obligations that it undertakes Linder the terms of this Agreement,except to the extent the clairns,actions,causes of action, litigation,proceedings, costs or expenses arise fi-orn the intentional or sole negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than Consultant). ,Fhe extent of liability is in no way limited to, reduced,or lessened by the insurance requirements contained elsewhere within this agreement. Prior toCXCCLIti011 of this agreement,the Consultant shall furnish the County Certificates of Insurance indicating the minimum Coverage limitations as set forth in Section 5, 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. 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 T�Mllt 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 Count y ty of any PrOteCtiOrIS ULRIC] 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 1'he 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 1'ask Order or $500,000, whichever is less. The limitations of liability set I-orth in this Article shall apl-fly regardless of the fault, breach of contract, tort (Including the concurrent or sole and eXCIUSIVC negligence)., strict liability or otherwise of Consultant, its employees or subconsultants. 'I"he Parties agree that the limitations ofliabill(y as set forth herein shall not be interpreted as a Uorm of indemnification. ARTICLE 15 INSURANCE As a pre-requisite of the work governed, or the goods SUPPlIed Under this Agreement (Including the prc-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 ConRllt,'Irlt inay require all Contractors and SLIbcontractors to obtain insurance consistent with the attached schedules. The C011SUltal"It will not be permitted to commence work governed by this Agreement (including Cl 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 fai lure of the Consultant to provide satisfactory evidence oftlic required insurance, sliall not extend any, specified deadlines and any penalties and faill-IrC to perflorm 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 IIISUI-anCe throughout the entire term of this contract and any extensions slwelf-ted in the attached schedules. failure to comply with this provision may result in the immediate SLISperlSion of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting froth 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 C,ertificate of Insurance. All insurance policies 111LISt specify that they are not subject to cancellation, non-renewal, material change, or reduction III Coverage Unless a rnininium of thirty (30) days prior notification Is given to the County by the InSUrCr. The acceptance and/or approval of the Consultant's insurance shall not be construed as relieving the Consultant from any liability or obligation aSSUnied under this Agreement or imposed by law. 9 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 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) 10 The Age Discrii-nination Act of 1975, as aiiiended (42 USC §§ 6101-6107), which prohibits discrimination oil the basis of age-, 5) The Drug ,abuse Office and Treatment Act of 1972 (PL 92- 255), as arnended, relating to nondisci-Irnination on the basis Of(IrUg abuse,O)Thc Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970(P1_916 16), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of1912, §§523 and 527(42 USC §§690dd-3 and 290ee-3),as amender relating to confidentiality of alcohol and drug abase patient records; 8) Title V111 of the Civil Rights Act of 1968 (42 USC §§ 3601 et seq.), as amended, relating to nondiscrin-iination in the sale, rental or financing Of 110LIsing; 9) The Americans with Disabilities Act of 1990 (42 USC §§ 121Cif), as amended from~ time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 14, Article H, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, seXUal Orientation, gender identity orexpression, 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 ol", this Agreement. ARTICLE 19 ASSIGNMENT/SUBCONTRACT 'Tile Consultant shall not assign Or subcontract its obligations in their entirely Linder this agreement, except in writing and with the prior written approval of the Board of County Conirnissioners of' Monroe County, which approval shall be subject to such conditions and provisions as the Board may deern necessary, This paragraph shall be incorporated by reference into any assignment 01' 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. I-lie prohibition against assignment or subcontracting shall not apply III 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. I'lie COLInty agrees to defend, indemnify and hold harmless Consultant and its employees from and against claims resulting fi-oni 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. ShOLIld the COUnty re-Use the instruments of service at another location, the inStl-UlllentS Of service should be reviewed and sealed by the County or an engineer licensed III theJUriSdiCtion N\1110-0 the InStRU-nents of service are sought to be re-used. B. All materials and [i4ormation that HI'e the property of`the County and all copies or duplications thereof shall be delivered to the County by Consultant, if requested by the County, LIPOn cornpletion Of Services. COJISUltant may retain one complete set of reproducible copies of all Of its illStrUnients ofservice. ARTICLE 21 PERMITS AND LICENSES I I Consultant represents to the County that it has and will maintain during the performance of the Set-vices 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 Sery ices. 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 oil the following basis: A. Confidential Client Information("I"rimary 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 Prqicct or sooner if t'lie County so requests, the Consultant shall return to the County's representative all Primary Data furnished to the Consultant under this Agreement and shall, 11'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. 'File nondisclosure obligations shall not apply to any data which: 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 [lot 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 DISCLOStJRE AND CONFLICT OF INTEREST 12 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 Agrecirient, as provided in Sect. 1 12.3 11,et. seq., I'lorida Stati-ItCS. County agrees that officers and employees of the County recognize and wi I I be required to con-iply with the standards of conduct for public officers and employees as delineated in Section 1 123 13, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; LinaLlthorized cornpensation; IniSLISC Of Public POSiti0r), 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 persona, company, corporation,, individUal, or firm, other than a bona fide employee working solely for it, any fee,, commission, 1:)ercentage, gift, or other consideration contingent upon or resulting fi-0111 the award or making of' this Agrcernent. I-'oj-the breach or violation of the provision,the Consultant agrees that the County shall have the ri(Idit to terminate this Agreement Without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full afflOUnt of stich 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'payincrit or surety C, for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The C011SUltant further warrants and represents that it has no obligation or indebtedness that Would impair its ability to 11i I ri I I [lie terms of this contract. ARTICLE 26 CERTIFICATION OR SEALING, OF INSTRUMENTS OF SERVICE BY PROFESSIONAL, ENGINEER A I I specifications,drawings, and other engineering doCLIn1CIltS that are prepared by Consultant shall be certified or sealed by a registered professional engineer. Such certifications or seals shall be valid for the state in which the specifications, drawings, or other engineering documents are to be used or applied. ARTICLE 27 FORCE MA,JEtJRE 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 fflikires of" performance are Caused by occurrences beyond the reasonable control of the County or Consultant, as the case may Lie, including but not limited to,acts of God or the public enemy;compliance with any order or request of any governmental aUth0l'ity; FINS,floods,explosion,accidents; riots,strikes or other concerted acts of worknien, wvhether 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 13 control Of the County or Consultant respectively. In the event that any event of force majeure as herein defined occurs, Consultant shall be entitled to a reasonable extension of time for performance of its Services Under the affected Task Order. ARTICLE 28 PROJECT DELAY If a Task Order or the Consultant's proposal calls for provision of Its Services under a guaranteed maximurn price, fixed fee, or stipulated lump sure basis and the Consultant's work oil any phase of the Services is extended by one or more force rn-ajeure events or other delays not attributable in whole or in part to the fault Of Consultant, then the guaranteed maximurn price, fixed fee, or Stipulated lump SLIM, 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. Tile County appoints Consultant as its Agent, and the County accepts such appointment to purchase in the County's narne and on behalf of Client, equipment, materials, supplies and services in connection with the project. B. Such purchases shall be made b a special Purchase order provided by tile County, y 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 COTISLI]tHilt to use.Consultant shall furnish the COUnty with a copy of the purchase order document at the time the purchase order is iSSLICd. 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 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. Tile 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 tunes at its offices at 245 Rivet-side Ave,, Jacksonville, FL 32092, a complete file of all cominitments, 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 tile County at the conclusion of the proJect. 14 J:. The agency relationship created hereby shall be I i in i led to the purchase of materials, Z�' equipment,supplies and services for the pro.icct and t0SLIch 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 iterns, and receiving reports for such items when they arrive at the pro'lect. G. Consultant shall not have authority to make any representation oil behalf of tile County or to commit the C01-11"Ity 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 [rorn any claims, suits or liabilities arising out of any breach or other failure of per6orniance by any contractor, vendor or SLIpplier Under any contract or purchase order issued by Consultant hereunder L 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 rnade against tile County or Consultant by any vendor, contractor or subcontractor which may result in litigation or a lien in any way related to tile project. Consultant's liability for its Services is as stated in Article 14. ART]CLE 30 CONSTRUCTION PHASE SERVICE-S If this Agreement includes the furnishing of any Set-vices during [lie construction phase of the proJect,the followill'o terms will apply: A. If COTISLIltant IS called upon to observe the work of the COLinty's construction contractors) 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 01' PrOCCC[Lires 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. B. 11' Consultant is called upon to review submittals from construction contractors, COJISLIlt',111t 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 tile I Irnited purpose of checking for conformance with information given and the design concept expressed in the contract documents. -File C011SLIltant's action shall be taken with such reasonable promptness as to caLISC no delay in the work while allowing Siff CiCnt time in the Consultant's professional judgment to permit adequate review. 1�evievv Of with submittals will not be conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quai-Ititics or for substantiating instructions for installation or 1-.>erformance 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 COJIStitLite approval of safety precautions or of contraction means, methods, techniques, sequences or procedures. The COnSUltant's approval of a specific item shall not indicate approval of an assembly of which the itern is a conipollent. C. ('011SLIlt,'111t shall not assurne any responsibility or liability For performance of the construction set-vices, or for the safety of persons and property during C0IlStI'L1CtiOIl,. Or for 15 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 conStYUC0011 Contractors and their- Subcontractors, shall be warranted only by such others and not by tile Consultant. E. All contracts between the C01-111ty 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 Aureement shall be governed by and construed in accordance with tile 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 i nterpretati oils of the terms or a terra of this Agreement by or between any of there 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 circurnstance or person) shall be declared invalid or unenforceable to any extent by a Court of cornpetentjUrIsdiction, 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 tile remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Consultant agree to reform the Agreement to replace any stricken provision with a valid provision that corner as close as possible to the intent of the stricken provision, E. Attorney's Fees and Costs, The County and Consultant agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcernent 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 attorneys 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 tile 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 confier sessions between representatives of each of the parties-. If no resolution can be agreed upon within 30 days after the first rneet 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. 16 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. James Festa PE/CEO 49 Court Street, Suite 240 Binghamton, NY 13901 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 17 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 PLII-SLIe a Clailll 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 COL111ty terminates this agreement with the Consultant, County shall pay Consultant tile sum due the Consultant Linder this agreement prior to termination, unless the cost of completion to the County exceeds the funds remaining in the contract. The maximum arriount 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- 72 1. et al. of the Monroe County Code, ARTICLE 35 MISCELLANEOUS A. Binding Effect.The terms,covenants,conditions,and provisions ol"this Agreement shall bind and inure to the benefit of the County and Consultant and then- respective legal representatives, successors, and assigns. B. Authority. Each party represents and warrants to the other that the exeCi.lti0n, 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 fuither the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations submitted by tile Consultant shall be approved by the County prior to submission. D. Privileges and Immunities. All of the privileges and innnUnities froill liability, exemptions froin laws, ordinances, and I-LileS and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of oflIcers, agents, or employees of any public agents or employees of the County, when performing their resilective functions under this Agreement within the territorial limits of the COLTnt)f shall apply to the sarne 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 tile 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, aUtil0rizing the delegation of the constitutional or statutory duties of tile County, except to the extent permitted by the Florida constitution, state statute,and case law. 18 F:. Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terilis, or any of thern, of this Agreement to enforce or attempt to enforce any third-party clairn or entitlement to or- benefit of any set-vice or program contemplated IM-CLInder, and [tie COUnty and the Consultant agree that neither the County riot-the Consultant or any agent, offleer,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 entitlernerils or benefits Under tills Agreement separate and apart, interior to, or superior to the C01111111.1111ty 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 as Public Entity Crinic Statement, an Ethics Statement, and a Drug- Frce Workplace Staterrient. H. No Personal Liability, No covenant or,agreement contained herein shall tie deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or tier 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 ol'the execution of this Agreement. I. Execution In COLIntcrparts. This Agreement may be executed in any nUniber 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 ofthe parties hereto niay execute this Agreenient by signing any such counterpart. J. Section Headings. Section headings have been inserted in this Agreement as as matter of convenience of reference only, and it is agreed that such section headino'Z7_s are not a part of this Agreement and will riot be used in the interpretation of any provision of this Agreement. K. Covenant of No Interest.COLInty and Consultant covenant that neither presently has any interest,and shall riot acquire any interest,which would conflict in any manner or degree with its per flormanCe under this Agreement, and that only Interest of each is to perforni and receive benefits as recited III tills 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 1 11 3 13, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts-, doing business with one's agency; unauthorized compensation; MiSLISe Of public position., conflicting employment or contractual relationship; and dISCIOSUre Or use of` certain information. M. No Sol ic]tation/Payrnent. 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, conipany, corporat on, il I , individual, or I irril, other than as bona fide employee working 19 solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or- resulting frorn the award or making of this Agreement. For the breach Or violation ofthe provision, the Consultant agree-,,; that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from n-ionies owed, or otherwise recover, the ftill 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 liabi lity insurance pool coverage shall not be deemed a waiver Of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 0, Waiver. Waiver by either party of any breach or failure to enforce any of tile 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. 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 Set-vices performed by Consultant hereunder, are the exclusive rernedies 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. Tirne of Accrual. For services performed by Consultant before substantial completion,all cause,-;of action against Consultant shall accrue and the statute of limitations shall coninnerice to run no later than the date of substantial completion of the Project. For services performed by Consultant after the date of substantial cornpletion but before final completion of the Project, all causes of action against Consultant shall accrue and the statute of limitations shall cornmence to run no later than the date of final completion. The Pat-ties expressly agree that the discovery rule for purposes of accrual shall not apply. S. Publicity. Neither of the Parties shall make any press release, new.,.,, 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 minimurn standards for fixed base operators, as amended from tin'ie to time. 20 tj, Mutual Review. ]-his Agreement has been careffilly reviewed by Consultant and the COLInty, therefore this Agreement is not to be construed against either 1),arty oil 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 diSCLISSiOnS concerning the subject matter hereof, ARTICLE 36 AIRPORT SECURITV REQUIREMENTS A. General. The federal Transportation Security Administration is the federal agency primarily responsible lor overseeing the security measures utilized by the airport owner pursuant to the relevant provisions of Chapter 49, United States Code, and regulations adopted under tile authority of the Code, including but not limited to 49 Chit 1540,et seq. Violations Of the statutes or regulations may result In severe civil monetary pcnalties 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. B. Airport Tenant Defined. An airport tenant means any person, entity, organization, partnership,corporation, or other legal association that has an agreement reernent with the airport operator Z�l to conduct business on airport property. The term also includes all airport tenant as defined in 49 CFI 154M. 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 (','ounty, Florida, its elected and appointed officers, and its employees. D. Airport Property Defined. Airport property shall mcan 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 'fi-ansportation Security Administration (,rSA)al-Ithorized personnel,at any tirne 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. 'Fhe airport tenant agrees to become familiar, to the extent permitted by the airport operator, with the Ali-port. Security Program 1,)rorn u I gated by the airport operator and approved by 'I'SA, and also agrees to conform its' operations and IAISilleSS activities to the reqUirernClItS of the Airport Security Program. G.Tenant Seenrity Program. If permitted Under TSA regulations, tile airport tenant may V011,111tHrily undertake to maintain an Airport Tenant Security Program as referred to ill 49 CFR 1541113. If the airport tenant voluntarily promulgates an Airport`Tenant. Security Program that is at approved by "I'SA, Such program, as may be amended and approved from tirne to time, shall be automatically incorporated into this Agreement. fl. Breacli 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 reSL1ltS in TSA imposing a civil penalty against (lie airport operator in accordance with TSA's Enforcement Sanction Guidance Policy, such determination and imposition of a civil penalty by FSA 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 "ininimuni 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 C? 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 rneaSUrCS, If the 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 rneaSUIVS; arid,further,tile 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 or 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 in-iposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be compromising, y 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 tile 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 rernedial action measures; and, further, the airport operator shall have the right to unilaterally cancel this Agreement, such 22 cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice of cancel lation of this Agreement by the airport operator. (3). Maximum Violation. It' 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, in itigating,or taking ofremedial 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, deflending, compromising, Z7, mitigating, or taking of remedial ineasUres as nay ia be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, rnitigation, or taking of remedial action measures; and, further, the airport operator shall have the right to unilaterally cancel this Agreci-rent, 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 The airport tenant agrees that upon detecting; t" 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 lien of a civil penalty, then the airport tenant shall reimburse the airport operator the total Costs incurred by the airport operator in investigating,defending, rnitigating,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 zl� in the investigation, defense, mitigation, or taking of remedial action measures. A violation 2:� 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 23 The CONS ULTAN'T and its subcontractors must follow the provisions, as applicable, as set forth Ili 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. §§740.1-767]q.)and the Federal Water Pollution Control Act (33 U.S.C. §§1251-1387) as amended, CONS ULTANT agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean. Air Act (42 U.S.C. §§7401-767]q) 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. §§7401-7671 q.)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. It'the Federal award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the recipient or submcipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or Rlbl'Wpient must comply with the requirements of 37 C]"R Pail 401,"Rights to Inventions Made by Noriprofit 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 Managernent (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Cornp., p, 189) and 12689 (3 CFR part 1989 Comp.,p.235),"Deban-nent 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 certi fieation. Each tier certifies to the tier above that it will not and has]lot Used Federal appropriated funds to pay any person or organization for illf[Liencing or attempting to influence an officer or ernployce of any agency, a member of Congress,officer or-employee of Congress,or an employee of a rnernbcr of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. §1352, Fach tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award, Such disclosures are forwarded firorn tier to tier Lip to the non-Federal award. 3T5 Compliance with Procurement or Recovered Materials as set forth in, 2 CFR § 200.322. CONSULTANT must C0111ply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 iTICILide procuring only items designed in guidelines of the 1"rivironmental Protection Agency(EPA at 4.0 CFR pail 247 that contain the highest percentage of recovered materials practicable, 24 consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acL I '. itfired during the preceding fiscal year exceeded$10,000; I)roCLII'illg solid waste management services In a manner that maximizes energy and resource recovery. and establishing an affimiative pl'OC Lire Illellt program for pl-Mlreiilent of recovered materials identified in the EPA guidelines. (1) In the performance of this contract, tile CONSULTANT shall make maximUill Use of products containing recovered materials that are EPA-designated ItC111S Lill less the product cannot be acqUired;(i)Competitively within a tirnefrarne for compliance with the contract performance schedule; Meeting o contract provi 1 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 PI-OCLIrement GUidelines wet) site, https://ww v.epa.gov/-,;iiim/coil-ipi-eliells'lVC-PI-OCLit-eiiicllt-(,'Llideline-cpg- program. 37.6 Prohibition oil certain telecommunications and video surveillance services or eqUipment as set forth in 2 CFR § 200.2 16. Recipients and SLibrecipients and their contractors and subcontractors may not obligate or expend any federal ftinds 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 telecormIlLmications eqUipment or services as a substantial or essential cornponent of any system, or as critical technology as part of any system. As described IIII Public Law 115-232, section 889, covered telecommunications eqUipment, is telecommunications eqUil-AllCilt produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (i) For the purpose of public safiety, security ol' government Facilities, physical SMIrity surveillance of critical infi-astrUcture, and other national SeCLII-Ity purposes, video surveillance and telecorm-n Lill ications eqLllpl-nC]lt produced by Hytera C01111111.11lications Corporatio I .n, Hangzhou I-Ilkvision Digital Technology Company,or DahuaTechnology Company (or any SUbsidlary or of late of such,entities). (ii)Telecommunications or video surveillance services provided by such entities or LiSinO such equipment. Z71 (iii) Telecommunications or video surveillance equipment or set-vices produced or provided by ail entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal BLIreaLl of Investigation, reasonably believes to be ail entity owned or controlled by, or otherwise connected to, the government of a covered l.bre1011 country. 37.7 Domestic preference for procuren'ients as set forth in 2 CFR §200.322 ']'he COUNTY and CONSULTANT S1101.11d, to the great extent practicable, provide a preference for the purchase, acqUiSiti0n, or use of goods, products, or materials prodLICCd in tile United States (HICILIdirIg but not limited to iron, alurnitium, steel, cement, and other manufactured I-A-0dUCtS). These requirements of this section IllUst be ilICILided ill all subawards including contracts and purchase orders for work or products Under federal award. For pUrposes of this section: (1) "ProdL[CCCI in tile United States" means, for iron and steel products, that all IllanUfaCtUring processes, from the initial melting stage through the application of coatings, occurred in the United States. (2)"Mi,1111.1faCtUred PrOdLiCtS"means items and construction materials 25 composed in whole or in part of non-ferrous metals such as alurninurn.i 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 (ALGA) 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 DBF,'s, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with COUNTY funds Linder this Agreement,The DBE requirei-rients of applicable federal an(]state laws and regulations apply to this Agreement, The COUNTY and its CONS L)LTANT agree to ensure thatDBE'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, 'OMEN'S BUSINESS E-NTERPRISES, AND LABOR SURPLUS AREA FIRMS a. If the CONSULTANT, with the funds authorized by this Agreement, seeks to subcontract goods oi- services., then, in accordance with 2 C.F.R. 200.321, the CONSULTANT shall take the following affirmative steps to assure that minority businesses, worrien'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 ,,vhencver 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 Smal I 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. 26 37.10 The Contractor shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the eniployment eligibility of all new employees hired by the Contractor durino the term of' the Conti-act and shall expressly require any subcontractors performing work or providing Services P1,11-SUant to the Contract to likewise Utilize the U.S. Department of I lorneland Security's E-Verify systern to verify the employment elioibility of all new employees hired by the subcontractor dewing the Contract term. 3 3TH EQ UAL EMPLOYMENT OPPOR11)NI TY Miring the performance of tills Agreement, the CONSULTANT, in accordance with Equal Enlployrnent Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p, 339), as amended by ExeCLItive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41C.F.R. Part 60 (0111ce of' Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F�R. fart 200, Appendix I I, C, agrees as fo I I ows- I 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 ernplo,ved., and that employees are treated during employment, withOLIt regard to their race, color, religion, I sex, SCXLial orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:Eniployrnerit,UpOrading,demotion,or transfer,i-ecrLiittiieiitorreerLlitilicilt advertisino ; layoff or termination; rates of pay or other florms of compensation; and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspiCLIOLIS places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nond iscri rn illation clause. 2) The CONSULTANT will, in all solicitations or advertisements lot- 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) 'Fhe CONSULTANT will not discharge or in any other niannerdiscrin-iinate against any employee or applicant for employnient I)ccaLISC such employee or applicant has inqUired about, discussed, or disclosed the compensation of the employee oi- applicant or another employee or applicant. l I, .plicarit. This provision shall not apply to instances in which ail 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 OfSLIch other employees or applicants to individuals who do not other\vise have access to such information, L1111CSS SUch disclostire is in response to a formal complaint or charge, in furtherance of ail investigation, proceeding, hearing, or action, including an investigation condUcted by the employer,or is consistent wvlth the CONSULTANT's legal duty to furnish information. 4) The CONSULTANT will send to each labor Uni011 or representative of workers with which it has a collective bargaining agreement or other contract or understanding, it notice to 27 be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 OfI-XeCL1tiVC Order 1 1246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to ell-iployees and applicants for employment. 5) The CONSULTANT will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations,and relevant orders of the Secretary of Labor, 6) The CONSULTANT will Furnish all information and reports required by Executive Order 11246 of"September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 7) In the event of the CONSULTANT's non-compliance with the non disc ri rn inati on 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 par[and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of Septernber 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 tile 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 ExCCLItiVe 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-cornpilance; provided, however, that in the event CONSULTAN"I' becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result Of such direction by the administering agency tile 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 ng acknowledge and agree to comply with applicable provisions governing the C, C, Department of Homeland Security (DHS) and the Federal Froergency Management Agency's (TEMA) access to records, accounts, dOCUrnents, information, facilities, and staff. Contractors/Consultants must. 'I. cooperate with any compliance review or complaint investigation conducted by DI IS 28 2, Give DI IS 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 DFIS regUlations, and other applicable laws or program guidance. 3. Submit timely, complete, and accurate reports to the appropriate D14S officials and maintain appropriate backup documentat 1011 to SUPPOrt the reports. 38.2 DI IS Seal, Logo and Flags: CONSULS l'AN"I shall not use tile Department of Homeland Security seal(s), logos, Crests. Or repl-OdUctiOn of flags or likeness of DI-IS agency officials without specil'ic FEMA approval. 38.3 Changes to Contract: The CONSULTANT' Understands and agrees that ally 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 mocil fication, change order or constructive change MUSt be, approved in writing by both the COUNTY and CONSULTANT. 38.4 Compliance with Federal I_aw, Regulations, and FIxecutive Orders. This is an acknowledgement that FEMA financi<il 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 it party to this contract and is not subject to any obligations or liabilities to the COUMN/non-l"ederal entity, Z:1 CONS ULTANT, or any other party pertaining to any matter resulting from the contract. 38.6 Program I-raud and False or Fraudulent Statements or Related Acts. If appl icable..the CONS U LTAN'Y acknowledges that. 31 U.S.C. Chap. 38 (Administrative Remedies (or false Claims and Statements) applies to the CONSUIA-ANTs actions pertaining to this contract. ARTICLE 39 FDEM CONTRACT PROVISIONS(asapplicable) 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 arId COUNTY harmless against all claims of whatever nature: arising 01-it Of the CONSUIA'ANTs performance 01"Work Under this Agreement, to the extent allowed and reqUired by law. 29 <ro.:.<- 1.N.,WITNESS WHEREOF the parties hereto have executed this Agreement on the day and 4,50 -,,,131,,,c.„-ijirs14,:ilten above in two (2) counterparts, each of which shall, without proof or accounting _ • •the,-,kther• unterparts,be deemed an original contract. Ki5H,' \c&V;s:Ac qc", \i-4A,10 I 11,v10 BOARD OF COUNTY COMMISSIONERS Affeit:•KEVIN MAD K, CLERK OF MONROE COUNTY,FLORIDA By: G7.4_, By: As Deputy Clerk Mayor Davi Rice ,(stAly CONSULTANT: ' Attet • MCFARLAND-JOHNSON INC. - - . . , •By:- By: 'Titl S .,• w Nxss • 17/et•r/49-51oarr/ ..A-10 Title: e )411-0110C, By: haL'hi.1142)r +ei WITNESS Title: A-rtah'fil6fr04-we, "1'501 blili••-+ "'ROE COUNTY ATTORNEY fo apunov7r7 FORM - ASSI- • •• UNTY ATRANEY Date 1/31/22 czi •3,— r,1 N.) CFI 11:1: 30 APPENDIX A CONSULTANT SCOPE OF SERVICES The CON SU L-l"AN-l' sha 11 provide the following services as requested. A. FAA/FDOT Funding Pre-planning, pre-application development Project pre-application forms DBE plans Coordination with 1--AA and FDOT Under A113 and JPA programs prepare grant application submissions for approvals l"Tcpare and update the Joint Agency Capital Improvement Plan Other as appropriate B. Plan n ing/11 rogranini mg Prepare/update airport master plans and noisc programs • Perform special planning studies and airport security studies and draft associated manuals Prepare aeronautical studies including new air services Develop CIP program SCI'WdUles/cost estimates Coordinate v,,ith airline tenants Coordinate airspace and zoning on development 01-Itside of the airport Preparc scope of work and study design for ma Or Planning studies • Update airport layout plans and property maps 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 envirom-nental assessments and environniental impact studies and prepare acconipanying reports • Prepare, manage and administer passenger facility charges applications C C0r1CCptW1l Schematic Project Planning Define the project scope I FvalUatc financial and technical feasibility Determine f1inctional and design parameters • CondUCt pl-Clirnmary surveys and g geotechnical programs Prepare FAA, FDOT and other government forms, and backg.t-otitid,it-istificatit)lI Prepare data, exhibits,, maps, costs estimates and preliminary drawings D. Advisory Set-vices • Assist staff as required • Interpret FAA Advisory Circulars (ACs) and Federal Aviation Regulations (FARs) ConSUlt on airport, financial management, planning, engineering, architectural, environmental, aviation, and other issues as needed 31 0 Assist in negotiations and selection of other consultants & Identify changes in laws and/or regulations and their impact on Monroe County airports. 0 FLInction as the County's liaison and representative with the FAA ADO 0 Prepare bid dOCLIments 0 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 conSLIltants Review and coordinate design proJects of other COTISUltants Evaluate design consultants performance Draft environmental work plans and specifications F. Construction Support Service • Provide general program management Provide FAA/FDOT construction reporting cornpliance services Provide oversight of consultant work Develop and Update construction schedules • Develop and update cash flow schedLdeS Coordinate With Users and finding agencies • Coordinate between contractors of different projects ■ Apply flor, obtain, and monitor environmental, conditional Use and interagency permits • Review contractor bid documents for FAA/FDOT compliance issues • Provide Resident Pro.ject Representative (RPR) services G. Annual Facilities Work Planning Conduct annual inspection of facilities Assist in developing annual work plan • Prepare facility maintenance prograrn Prepare appropriate forms and/'or conduct airport activity, surveys 32 APPENDIX B 2022 HOURLY BILLING RATE SCHEDULE Key West International Airport Professional Airport Consulting Services McFarland-Johnson, Inc. Officer (P09 —P 10) 280.00 Division Director/Regional Division Director (P08) 245.00 Sr. Project Manager/Planner (P07) 230.00 Sr. Project Engineer/Planner (P06) 180.00 Project Engineer/Planner (P05) 160.00 *Senior Engineer/Planner (PO4) 135.00 *Assistant Engineer/Planner (P03) 120.00 *Junior Engineer/Planner (P02) 105.00 *Junior Engineer/Planner (PO1) 94.00 Technician Supervisor (T05) 138.00 *Senior Technician (T04) 107.00 *Technician (T03) 97.00 *Assistant Technician (T02, TO1) 86.00 Resident Inspector (I04) 145.00 *Senior Inspector (I03) 126.00 *Inspector (I01, IO2) 96.00 *Support Staff 78.00 *Subject to premium overtime pay for hours worked in excess of forty per week. Note: All rates subject to adjustment each calendar year. 33 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 cal OVC 1XII-SLIZInt to the "Master Agreement for Professional Services between Monroe County ("Client") and McFarland-Johnson Inc. ("Consultant"), dated -, 20_ ("Agreement"). The Agreement is incorporated herem and forms aii integral part of this Task Order. (All blank SIXICeS ShOUld be filled in. Use "NA where no other response is appropriate.) Services Authorized Client Ulthorizes Consultant to perform the Set-vices described in Exhibit A attached hereto and incorporated herein, which Exhibit A is marked with the above noted Cask Order No. and consists of page(s), 1� Pricing Time and Expense per Agreement and Appendix B to the Agreement. Fixed Price of —Other(Describe): Schedule Services may commence oii Services will cease by Other: (S E'A L) L30AIZD OF COUNTY COMMISSIONERS Attest: KEVIN MADOK, CLERK OFMONROE COUNTY, FLORIDA F Y: By: -is Deputy Clerk Mayor David Rice CONSU[JANT: MCFARLAND-JOHNSON INC. Witness: By:1 Title:- -------------- 34 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 35 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 36 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. 37 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. 38 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 39 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 40 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 41 NON-COLLUSION AFFIDAVIT I. Chad G. Nixon of the city of Endicott, NY according to law on my oath, and Under penalty of perjury, depose and say that: I, I am President of the firm of McFarland-Johnson, Inc. the bidder making the Proposal for the project described in the Notice for Calling for bids for: Monroe County Airport General Consultant Services Contract 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 SUCII 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. 110 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 c rie 'it lei ffid, 'tare true and correct,and made with full knowledge that Monroe Count, elies n, utl the statements contained in this affidavit in awarding contracts for said ro ec . 01/03/2022 S' ) at r Bidder) (Date) ST A T I`_`0 F: Ro . a COUNTY OF: Broward PERSONAL,LY APPLARED BEFORE ME,the undersigned authority, Chad G, Nixon who,after first being sworn by me,(name of individual signing}affixed his/her signature in the space provided above oil this 3rd day of January 2()22 qW OW Notary Pubfic State of Fierida ta f: Veronica Barona 9 My Commission GG 916017 [1a 0 x _)fo�/:pres 09 Expires W:2312023 My Coniniksion Expires: 09123/2023 42 LOBBYING AND CONFLICT OF INTEREST FORM SWORN STATEMENT UNDER ORDINANCE NO. 10-1991 MONROE COUNTY.Y. FLORIDA ET IIICS C LAUSE McFarland-John on, Inc, warrants that lie/it has not employed, retained or otherwise had tact on his/its behalf any former County officer o•employee in violation of Section of Ordinance No. 10-1990 or any Coaanty officer or employee in violation of Section 3 cif` Ordinance ance No. I0-1990. For breach or violation ofthis provision the County may, in its discretion, terminate this contract Withoart liability and may also, in its discretion, deduct from the contract car- purchase Price, or otherwise recover, tlae full tarnount of an , e:e, oral s' n, ercent<age, gift, or considertation Paid to the former County officer or ern Yee. a r t ,e) 01 /202 STATE OF Florida COUNTY OF Broward PERSONALLY APPEARED f3L:l°ORE ME, the Undersigned aartlaority, Clad G. Nixon N.vho, {after first being sworn by me, tafflixed his/her signatUre (name of indk,idaaal signin-) in the space Provided above, on this 3rd ...m clay of January 2022 NO`I`ARY PUBLIC My Commission expires. 09/2 /202 43 DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: McFarland-Johnson, Inc. (Name of Business) 1.Publish a statement notifying employees that the L1111,MV1111 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 specillied in Subsection (1). 4. In the statement specified in subsection(1), notify the ernployees that,as as condition ofworking on the commodities or contractual services that are underlaid,the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or solo contenders to, any violation ot'Chapter 893 (Florida Statutes) or ol"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 il'such is available in the CMPIOYCC'S community, or any employee who is so convicted. 6. Make good faith effort to continue to maintain a drug-free workplace through implementation of this section. As tyre persona aL]tlloz-izedtos'',ntli 'tatement, I certify that this firm complies fully with tile above requirements. Chad G. Nixon B i I r s Signature President 01/03 2 Date 44 i PUBLIC ENTITY CRIME STATEMENT N'I' "A person or affiliate who has been placed orgy the convicted vendor list following a conviction for public entity crime may not submit a bid ore a contract to provide any goods or services to a public entity, may not submit as bid on a contract with as 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 CON'FRAC;"l`O 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 tile, date of being placed tan the convicted vendor-list." I have read the above and state that neither McFarland-Johnson, Inc. (Proposer's narne)nor a Affiliaate has been placed on the convicted vendor list within the last 36 months. Chad G.Mixers ( igraaatar e) rassdant ate;: 011 ! o STATE 01 Florida COUNTY O Subscribed and sworn to (car affirmed) before tree on the 3rd day of January 20 22 by Chan G.Nixon .w (naarne of alfiant) He/She is person ` t c�rvn to tale or has produced (type of identification) as identification, My Co MM94�_ NOT BL, 45 C CERTIFICATE OF LIABILITY INSURANCE oii5/202 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 1-201-262-1200 CONT_NAME Timothy P. Esler, CPCU Fenner & Esler Agency, Inc. PHONE FAX A/C No Ext: 201-262-1200 A/C No: 201-262-7810 E-MAIL PO Box 60 ADDRESS: certs@fenner-esler.com INSURER(S)AFFORDING COVERAGE NAIC# Oradell, NJ 07649 USA INSURERA: Berkshire Hathaway Specialty Insurance INSURED INSURER B: McFarland-Johnson, Inc. att: Frank J. Greco INSURERC: 49 Court Street INSURERD: Suite 240 INSURERE: Binghamton, NY 13901 USA INSURERF: COVERAGES CERTIFICATE NUMBER: 535061936 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 COMMERCIAL GENERAL LIABILITY Approved I any EACH OCCURRENCE $ OCCUR DAMAGE TO S( RENTED CLAIMS-MADE PREMISES Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER, GENERALAGGREGATE $ POLICY ECT1:1 LOC -1 -2021 PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Prof Poll Liability 47-EPP-305431-04 06/15/21 06/15/22 Per Claim 5,000,000 FULL PRIOR ACTS Annual Aggregate 5,000,000 Deductible per clm 50,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Monroe County Airports Term Agreement CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County BOCC 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 g1017412 535061936 MCFAJOH-01 KLISHI+ ` + CERTIFICATE OF LIABILITY' INSURANCE DATE 12/29/2021� 212912t129 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 INSURER,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 Fou of such endorsement{s). PRODUCER CONTACT Michael Burns Insurance Office of America PHONE 6Q7 754 0329 4 230 rAx 31 Lewis Street (AIC,No,Ext): )_-..-. �(Ac,NoI.�S07)754-9797 EMAIL .- Suite 201 A'DDRESs,Michael.Burns ioausa_com Binghamton,NY 13901 _ s .__. . INSURERQS)AFrORdING COVERAGE NMC# INSURER A:National Fire Insurance Co of Hartford_ 20478 INSURED INSURER B:Transportation Insurance Company �20494 .......... McFarland Johnson,Inc. INSURERC:Continental Insurance Company ( 5289 49 Court Street Suite 240 _NSUREER D Binghamton,NY 13901 WSURERE: INSURER F' COVERAGES CERTIFICATE NUMBER; REVISION NUMBER. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED- NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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 T1'P'E..OF INSURANCE. �ADDEJSt1BR �POLiCY EFF .II... O IC EXP { _.........--- LIMITS LT I D 9 , POLICY NUMBERINDWYYY 9 4 .._.- A X ,COMMERCIAL GENERAL LIABILITY ( � EACH OCCURRE'CE 5 1,000,000 CLAI'utS-tfAUE (.. OCCUR. r� dAMACE Ta RENTED ltlt?,Itltl 6056803227 11112022 11112023 P Ea acurra r�] S hAE Anyone erscn 15,000 APPROVED BY RISK MANAGE EN1 1 004,®t70 „ - P9 kBS.ONAL&ADV INJURY $ ' _ - _.� , 2,006,000 s'GEuN1 AGGREGATE LIMIT APPLIES PER.: 4 � B GENERALAGGREGATE I�$ J POLICY PLO LGG DATE01/10/22 _ 2,000,000 J.CT PRODUCTS'Ct�A�Ir�fOPAGG $ - OTHER: WAI +1�"'l'3 lCA�Y ......._ ! B AUTOMOBILE LIABILITY � � �s COMBINED SINGLE LIWT 1,000,000 I ANYAUTO 6056803213 11112022 1/112023 BODILY 1. S . �i. $OdiLY IN.IU€tY{Per}rers�in S OWNED ( �SCHEDULED AUTOS ONLY I AUTOS BODILY INJURY(Per accedent} S }I9REd NON NED ROPER.TY AUTOS ONLY R:1TC55 gNLY P�rcc+:sank} $ r $ C t UMBRELLA LIAR X OCC R 10,0000000 t _ EACH OCCURRENCE $ Excess LIAR CLAIMS-MADE 6056803244 11112022 11112023 AGGREGATE S 10,000,000 DED I x i RETENTIONS 10,000 — -- A �WORKERS COMPENSATiON PER �... C7TI-I- AND EMPLOYERS"LIABILITY YIN ER _ �ANYPROPRiETORJPARTNERfExtttuiiVE j C6"a6$fl3230 11'I12022 1#1#2Q23 1,000,000L EACH ACCIDENT S r FFT'ICBRrME�,9BER ExCLUdEL7"Y N N f A - -- rtandatory In NH) 1,000 000� E L dISEASE-EA EhAr�LQYEE "� _... -y if yes,descnbe under e.L-DISEASE-POLICY LIMIT S 1,000,0001 10 SCRIPTIO>+I u OF OPERATIONS 6eib A Val Pprs&Records 656803227 11112022 111#2023 Blanket Limit 1,000,0001 4 DESCRIPTION OF OPERATIONS i LOCATIONS I VEHICLES (ACORD 101„Additional Remarks Schedule,may lea attached if more space is reguired)i Project:Monroe County Airports Term Agreement Monroe County Board of County Commissioners and all other parties as required by written contract are additional insured on a primary and noncontributory basis including completed operations in regard to general liability per endorsement numbers CNA74858NY,CNA74987NY,CG 2037 in regard to auto per endorsement number CA 20 01 1013. CERTIFICATE HOLDER CANCELLATION .SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Monroe County Board of County ComnTissioners 11{70 Simonton Street ACORD 25(2016/03) @ 198E-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD