Item C19BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: May 16, 2012 Division: County Administrator
Bulk Item: Yes Department: Airports
Staff Contact Person/Phone: Peter Horton, 809-5200
Pedro Mercado, 292-3470
AGENDA ITEM WORDING: Ratification of the General Consulting Services Master Agreement
with The LPA Group Incorporated, for professional services at Key West International Airport and
The Florida Keys Marathon Airport.
ITEM BACKGROUND: The LPA Master Agreement was approved at the January 2012 BOCC
meeting, but some minor discrepancies were noted, so we are presenting the item for ratification at this
time.
PREVIOUS RELEVANT BOCC ACTION: January 19, 2012 — C-23 —approval of Master
Agreement
CONTRACT/AGREEMENT CHANGES: Table of Contents (TOC) page; page 2
STAFF RECOMMENDATIONS: Approval.
TOTAL COST: N/A
COST TO COUNTY: N/A
BUDGETED: Yes No
SOURCE OF FUNDS: FAA/FDOT/Airport Operating
REVENUE PRODUCING: Yes No AMOUNT PER MONTH Year
APPROVED BY: County Atty XX OMB/Purchasing Risk Management
DOCUMENTATION: Included XX Not Required
DISPOSITION: AGENDA ITEM #
Revised 2/05
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
AND
THE LPA GROUP INCORPORATED
CONTENTS
Page
Preambleand Agreement................................................................................................... 1 to 2
Exhibit A - General Provisions for Program Management and
General Consulting Services........................................................................................... A-1 to A-2
Exhibit B - General Provisions for Planning and
Environmental Services................................................................................................. B-1 to B-2
Exhibit C - General Provisions for Engineering Services ................................................. C-1 to C-8
Exhibit D - General Provisions for Architectural Design
Services........................................................................................................................... D-1 to D-10
Exhibit E - Duties, Responsibilities, and Limitations of
Authority of Resident Project Representative................................................................ E-1 to E-4
Exhibit - Payments and Miscellaneous Provisions......................................................... F-1 to F-13
Exhibit G - Sample Work Authorization Form................................................................. G-1
Exhibit H — Mandatory Federal Provisions........................................................................ H-1 to H-5
Exhibit I — Workers' Compensation Insurance Requirements ........................................... I-1
Exhibit J — General Liability Insurance Requirements...................................................... J-1
Exhibit K - Vehicle Liability Insurance Requirements...................................................... K-1
Exhibit L — Architects Errors and Omissions Liability (1996 Edition) ............................. L-1
Insurance Requirements
Exhibit M — Consultant's Rate Schedule........................................................................... M-1
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
AND
THE LPA GROUP INCORPORATED
THIS AGREEMENT is made and entered into this day of , 20 , by and
between Monroe County, a political subdivision of the State of Florida, represented by its Board of
County Commissioners, whose address is 1100 Simonton Street, Key West, Florida, 33040,
hereinafter referred to as the COUNTY, and THE LPA GROUP INCORPORATED, a South
Carolina Corporation, whose address is 700 Huger Street, Columbia, South Carolina 29201(PO Box
5805, Columbia, Sc 29250-5805), hereinafter referred to as the CONSULTANT.
WITNESSETH
WHEREAS, the COUNTY intends to initiate various planning, design, engineering,
architectural and environmental projects and constrict certain airfield, landside, and terminal
improvements at the Key West International and Florida Keys Marathon airports as funding becomes
available, collectively referred to as the PROJECT, each of which will be described in future Work
Authorizations; and,
WHEREAS, the COUNTY may require other general consulting services in the conduct of
its business over the period of this AGREEMENT, which will be described in future Work
Authorizations; and,
WHEREAS, the term of this AGREEMENT shall be for a period of three (3) years to
commence with the effective date of the first Work Authorization. The County shall have the option
to renew this agreement for two (2) one-year terms.
WHEREAS, the CONSULTANT has represented to the COUNTY that it is qualified to
perform the various described tasks and work of the projects, and, based upon CONSULTANT's
representations, the COUNTY desires to retain the services of the CONSULTANT to perform the
work described herein.
NOW THEREFORE, for and in consideration of their mutual benefit, the parties hereto agree
as follows:
The CONSULTANT shall, upon receipt of each duly executed Work Authorization, perform
the work described in the Work Authorization in accordance with the attached Exhibits "A", "B",
"C", "D", and "E" as may be required in said Work Authorizations.
The COUNTY, in consideration of the performance of the CONSULTANT's undertakings
under this AGREEMENT, pursuant to Work Authorizations fully executed by the COUNTY and
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CONSULTANT, shall pay the CONSULTANT the consideration determined in each Work
Authorization; which consideration shall constitute complete payment for all services furnished in
connection with the work required to be performed under the Work Authorization.
The following Exhibits are attached to and made part of this AGREEMENT:
A - "General Provisions for Program Management and General Consulting Services"
B - "General Provisions for Planning and Environmental Services"
C - "General Provisions for Engineering Services"
D - "General Provisions for Architectural Design Services"
E - "Duties, Responsibilities, and Limitations of Authority of Resident Project
Representative"
F - "Payments and Miscellaneous Provisions"
G - "Sample Work Authorization Form"
H. - "Mandatory Federal Provisions"
I - "Workers' Compensation Insurance Requirements"
J - "General Liability Insurance Requirements"
K - "Vehicle Liability Insurance Requirements"
L - "Architects Errors and Omissions Liability (1996 Edition)"
Insurance Requirements
M - "Consultant's Rate Schedule"
This AGREEMENT shall apply to all projects initiated within three (3) years, more or less,
after the effective date of the first Work Authorization.
This AGREEMENT, together with the Exhibits identified above and subsequent Work
Authorizations, constitutes the entire agreement between the COUNTY and the CONSULTANT
and supersedes all prior written or oral understandings. This AGREEMENT and said Exhibits may
only be amended, supplemented, modified, or canceled by a duly executed written instrument. This
AGREEMENT and said Exhibits shall be hereafter referred to as the MASTER AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have made and executed this AGREEMENT as
of the date first above written.
(SEAL) BOARD OF COUNTY COMMISSIONERS
ATTEST: Danny L. Kolhage, Clerk OF MONROE COUNTY, FLORIDA
Mayor/Chairman
THE LPA GROUP INCORPORATED
BY:w
TITLE: Assistant Vice -President
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EXHIBIT A
GENERAL PROVISIONS FOR PROGRAM MANAGEMENT AND GENERAL
CONSULTING SERVICES
This is an exhibit attached to and made a part of the AGREEMENT between the COUNTY
and the CONSULTANT for Professional Services. For elements of the PROJECT described in the
referenced AGREEMENT, the CONSULTANT shall perform Professional Services in accordance
with acceptable architectural, engineering and surveying practices. These services shall be the limits
of the CONSULTANT's responsibility under this AGREEMENT.
These General Provisions set forth the general requirements for the performance of the
various services for program management and general consulting required under this
AGREEMENT. The CONSULTANT under each duly executed Work Authorization shall perform
the scope of work required by such Authorization, and unless requirements to the contrary are
specifically prescribed therein, shall perform the required services in accordance with the following
requirements.
SECTION I - PROGRAM MANAGEMENT AND GENERAL CONSULTING SERVICES
A. The services for program management respond to the complexities resulting from multiple
project, multi -discipline, and long-range programs. Typical program management services
can include but are not limited to:
1. Project formulation/programming;
2. Projects coordination;
3. Master program scheduling;
4. C onsultant/sub consultant coordination;
5. Funding and financial coordination assistance;
6. Meeting preparation and documentation; and,
7. Technical assistance.
B. The general consulting services to be provided under this section are undefined, general in
nature, and only required periodically by the COUNTY. Typical services anticipated might
include but are not limited to:
1. Presentation preparation;
2. Coordination of meetings with local, state, and federal officials;
3. Site visits;
4. Facility inspection;
5. Obstruction surveys;
6. Property surveys
7. Other services requested by the COUNTY that are not otherwise directly associated
with a current project.
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C. Specific program management services will be reviewed in advance with the COUNTY and
set forth in each Work Authorization. FAA approval of scope will be obtained for FAA
funded items and tasks.
D. The amount of compensation and method of payment will be established when each Work
Authorization is developed and presented for approval.
SECTION II - MISCELLANEOUS PROVISIONS
Exhibit "F", Payments and Miscellaneous Provisions, specifies requirements for
payments to CONSULTANT, COUNTY's responsibilities, and other miscellaneous
provisions, and Exhibit "H" specifies Federal mandatory provisions.
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EXHIBIT B
GENERAL PROVISIONS FOR PLANNING
AND ENVIRONMENTAL SERVICES
This is an exhibit attached to and made a part of the AGREEMENT between the COUNTY
and the CONSULTANT for professional consulting services. For elements of the PROJECT
described in the referenced AGREEMENT, the CONSULTANT shall perform professional services
as hereinafter described, which shall include customary planning, environmental, and auxiliary
services incidental thereto. These services, when performed in accordance with acceptable practices,
shall be the limits of the CONSULTANT's responsibility under this AGREEMENT.
These General Provisions set forth the general requirements for the performance of the
various services for planning and environmental projects required under this AGREEMENT. The
CONSULTANT under each duly executed Work Authorization shall perform the scope of work
required by such Authorization, and unless requirements to the contrary are specifically prescribed
therein, shall perform the required services in accordance with the following requirements.
SECTION I - SERVICES
A. Basic and Special Services for planning projects will be reviewed in advance with the
COUNTY and set forth in each Work Authorization. FAA approval of scope will be
obtained for FAA funded items and tasks.
B. The amount of compensation and method of payment will be established when each planning
Work Authorization is developed and presented for approval.
C. At the written request of the COUNTY, the CONSULTANT shall accomplish such special
services as required by the COUNTY to complete the PROJECT. At the option of the
COUNTY, special services may be provided by the COUNTY through contracts with other
professionals or may be provided by the CONSULTANT. When the CONSULTANT is
requested to provide special services, such services may be provided by the
CONSULTANT's own forces or through subcontracts with other professionals. However,
contracts with other professionals for special services must have the approval of the
COUNTY before the work is initiated. (COUNTY's approval of CONSULTANT's Work
Authorization listing subconsultants and subconsultant fees will be considered approval of
subconsultant's contract.) Special services which may be requested include, but are not
necessarily limited to the following:
1. Soils and materials investigations including test borings, laboratory testing of soils
and materials, and related analyses and recommendations;
2. Reproduction of additional copies of reports and other documents above the specified
number described in each work authorization;
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The accomplishment of special surveys and investigations, such as aerial
photography and mapping, traffic volume data collection, and the preparation of
special reports and drawings as may be requested or authorized in writing by the
COUNTY in connection with the PROJECT;
4. Land surveys as necessary to establish property boundaries required for property
acquisition purposes or preparation of property maps; and,
Special environmental studies including biotic studies, historical and archeological
studies, noise studies and other related work.
SECTION II - MISCELLANEOUS PROVISIONS
Exhibit "F", Payments and Miscellaneous Provisions, specifies requirements for
payments to CONSULTANT, COUNTY's responsibilities, and other miscellaneous
provisions, and Exhibit "H" specifies Federal mandatory provisions applicable to
Planning Projects.
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EXHIBIT C
GENERAL PROVISIONS FOR ENGINEERING SERVICES
This is an exhibit attached to and made a part of the AGREEMENT between the COUNTY
and the CONSULTANT for professional consulting services. For elements of the PROJECT
described in the referenced AGREEMENT which are primarily engineering projects, the
CONSULTANT shall perform professional services as hereinafter described, which shall include
customary civil, structural, mechanical, and electrical engineering services. These services, when
performed in accordance with acceptable engineering practices, shall be the limits of the
CONSULTANT's responsibility under this AGREEMENT.
These General Provisions set forth the general requirements for the performance of the
various services for development projects required under this AGREEMENT. The CONSULTANT
under each duly executed Work Authorization shall perform work required to accomplish the intent
of such work authorization, and unless otherwise specifically prescribed therein, shall perform the
required services in accordance with the following requirements.
SECTION I - BASIC SERVICES
A. Basic Engineering Services will generally be completed in four (4) phases:
1. Preliminary design phase;
2. Final design phase;
3. Bidding phase; and,
4. Constriction phase.
The general types of services to be performed in each phase are described herein. However,
typical services may be changed or deleted as required for each project. Additional services
may be added as mutually agreed upon between COUNTY and CONSULTANT. Such
additions, changes, or deletions will be outlined in each Work Authorization.
B. Preliminary Design Phase
This phase involves those activities required for defining the scope of a project and
establishing preliminary requirements. Items of work for this phase of a project include:
1. Conferring with the COUNTY on project requirements, finances, schedules, early
phases of the PROJECT, and other pertinent matters; and meeting with concerned
agencies and parties on matters affecting the PROJECT;
2. Advising COUNTY as to the necessity of providing or obtaining from others data or
services of the types described in Section II such as, but not limited to field surveys,
soil borings, aerial mapping and laboratory testing. At COUNTY's option, services
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may be provided by the COUNTY through direct contracts with other professionals
or may be provided by the CONSULTANT in accordance with Exhibit "F",
Payments and Miscellaneous Provisions, Section L2; and,
Developing design schematics, sketches, project recommendations, and preliminary
layouts and cost estimates.
C. Final Design Phase
After authorization to proceed with the Final Design Phase, CONSULTANT shall, on the
basis of the accepted Preliminary Design documents and the constriction budget authorized
by COUNTY:
Prepare necessary engineering reports and recommendations;
2. Prepare detailed plans, specifications, and cost estimates;
Print and provide necessary copies for in-house production of engineering drawings
and contract specifications;
4. Advise COUNTY of any adjustments to the preliminary estimate of probable
constriction costs caused by changes in general scope, extent or character or design
requirements of the PROJECT, or market conditions. Furnish to COUNTY a revised
opinion of probable constriction costs based on the Final Drawings and
Specifications;
Prepare for review and approval by COUNTY, its legal counsel and other advisors,
necessary Bidding information, bidding forms, bidding documents, the Conditions of
the Contract, and the form of AGREEMENT between the COUNTY and
Contractor; and,
6. Distribute documents for approvals to FAA, COUNTY, State, and other regulatory
agencies.
D. Bidding Phase
After authorization to proceed with the Bidding Phase, CONSULTANT shall:
Assist the COUNTY in advertising for and obtaining bids for each separate prime
contract for constriction, materials, equipment and services; and, where applicable,
maintain a record of prospective bidders to whom Bidding Documents have been
issued, and receive and process deposits for Bidding Documents;
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2. Assist the COUNTY in conducting a prebid conference for each separate prime
contract to share pertinent bidding and technical information and requirements with
prospective bidders.
3. Issue addenda as appropriate to interpret, clarify or expand the Bidding Documents.
4. Distribute sets of Bidding Documents to Prospective Bidders and plan offices (Dodge
and AGC) during the Bidding Phase.
5. Attend the bid opening, prepare bid tabulation sheets and assist COUNTY in
evaluating bids or proposals and in assembling and awarding contracts for
constriction, materials, equipment and services.
E. Constriction Phase
1. The CONSULTANT's responsibility to provide Basic Services for the Constriction
Phase under this AGREEMENT commences with the award of each Contract for
Constriction and terminates at the earlier of the issuance by the COUNTY of the
final Certificate for Payment or 30 days after the date of Substantial Completion of
the Work, but if so stated by Work Authorization, may be extended under the terms
of Section II "Special Services";
2. CONSULTANT shall attend and administer the preconstriction conference;
3. Visits to Site and Observation of Constriction: In connection with observations of
the work of Contractor(s) while it is in progress:
a. CONSULTANT shall make visits to the site at intervals appropriate to the
various stages of constriction as CONSULTANT deems necessary in order
to observe as an experienced and qualified design professional the progress of
the various aspects of Contractor(s)' work. Based on information obtained
during such visits and on such observations, CONSULTANT shall endeavor
to determine in general if such work is proceeding in accordance with the
Contract Documents and CONSULTANT shall keep COUNTY informed of
the progress of the work;
b. If COUNTY requests more extensive site representation than is described in
3.a above, CONSULTANT will provide a Resident Project Representative(s)
as a Special Service;
C. CONSULTANT shall not during such visits or as a result of such
observations of Contractor(s)' work in progress, supervise, direct or have
control over Contractor(s)'s work nor shall CONSULTANT have authority
over or responsibility for the means, methods, techniques, sequences or
procedures of constriction selected by Contractor(s), for safety precautions
and programs incident to the work of Contractor(s) or for any failure of
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Contractor(s) to comply with laws, riles, regulations, ordinances, codes or
orders applicable to Contractor(s) furnishing and performing their work.
Accordingly, CONSULTANT can neither guarantee the performance of the
constriction contracts by Contractor(s) nor assume responsibility for
Contractor(s)' failure to furnish and perform their work in accordance with
the Contract Documents;
4. Defective Work: During such visits and on the basis of such observations,
CONSULTANT may disapprove of or reject Contractor(s)' work while it is in
progress if CONSULTANT believes that such work will not produce a completed
PROJECT that conforms generally to the Contract Documents or that it will
prejudice the integrity of the design concept of the PROJECT as reflected in the
Contract Documents.
5. Interpretations and Clarifications: CONSULTANT shall issue necessary
interpretations and clarifications of the Contract Documents and in connection
therewith prepare work directive changes and change orders as required;
6. Shop Drawings: CONSULTANT shall review and approve (or take other
appropriate action in respect of) Shop Drawings (as that term is defined in the
aforesaid Standard General Conditions), samples and other data which Contractor(s)
are required to submit, but only for conformance with the design concept of the
PROJECT. Such reviews and approvals or other action shall not extend to means,
methods, techniques, sequences or procedures of constriction or to safety precautions
and programs incident thereto;
7. Substitutes: CONSULTANT shall evaluate and determine the acceptability of
substitute materials and equipment proposed by Contractor(s), but subject to the
provision of Section H, paragraph 13;
8. Inspections and Tests: CONSULTANT shall have authority, as COUNTY's
representative, to require special inspection or testing of the work, and shall receive
and review all certificates of inspections, testings and approvals required by laws,
riles, regulations, ordinances, codes, orders or the Contract Documents (but only to
determine generally that their content complies with the requirements of, and the
results certified indicate compliance with, the Contract Documents);
9. Disputes between COUNTY and Contractor: CONSULTANT shall act as initial
interpreter of the requirements of the Contract Documents and judge of the
acceptability of the work thereunder and make decisions on all claims of COUNTY
and Contractor(s) relating to the acceptability of the work or the interpretation of the
requirements of the Contract Documents pertaining to the execution and progress of
the work. CONSULTANT shall not be liable for the results of any such
interpretations or decisions rendered in good faith;
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10. Applications for Payment: Based on CONSULTANT's on -site observations as an
experienced and qualified design professional, on information provided by the
Resident Project Representative and on review of applications for payment and the
accompanying data and schedules:
a. CONSULTANT shall determine the amounts owing to Contractor(s) and
recommend in writing payments to Contractor(s) in such amounts. Such
recommendations of payment will constitute a representation to COUNTY,
based on such observations and review, that the work has progressed to the
point indicated, and that, to the best of CONSULTANT's knowledge,
information and belief, the quality of such work is generally in accordance
with the Contract Documents (subject to an evaluation of such work as a
functioning whole prior to or upon Substantial Completion, to the results of
any subsequent tests called for in the Contract Documents and to any other
qualifications stated in the recommendation). In the case of unit price work,
CONSULTANT's recommendations of payment will include determinations
of quantities and classifications of such work (subject to any subsequent
adjustments allowed by the Contract Documents);
b. By recommending any payment, CONSULTANT will not thereby be
deemed to have represented that exhaustive, continuous or detailed reviews
or examinations have been made by CONSULTANT to check the quality or
quantity of Contractor(s)'s work as it is furnished and performed beyond the
responsibilities specifically assigned to CONSULTANT in this
AGREEMENT and the Contract Documents. CONSULTANT's review of
Contractor(s)' work for the purposes of recommending payments will not
impose on CONSULTANT responsibility to supervise, direct or control such
work or for the means, methods, techniques, sequences, or procedures of
constriction or safety precautions or programs incident thereto or
Contractor(s) compliance with laws, riles, regulations, ordinances, codes or
orders applicable to their furnishing and performing the work. It will also not
impose responsibility on CONSULTANT to make any examination to
ascertain how or for what purposes any Contractor has used the moneys paid
on account of the Contract Price, or to determine that title to any of the work,
materials or equipment has passed to COUNTY free and clear of any lien,
claims, security interests or encumbrances, or that there may not be other
matters at issue between COUNTY and Contractor that might affect the
amount that should be paid.
11. Contractor(s)' Completion Documents: CONSULTANT shall receive and review
maintenance and operating instructions, schedules, guarantees, bonds and certificates
of inspection, tests and approvals which are to be assembled by Contractor(s) in
accordance with the Contract Documents (but such review will only be to determine
that their content complies with the requirements of, and in the case of certificates of
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inspection, the tests and approvals results certified indicate compliance with, the
Contract Documents); and shall transmit them to COUNTY with written comments;
12. Inspections: CONSULTANT shall conduct an inspection to determine if the work is
substantially complete and a final inspection to determine if the completed work is
acceptable to FAA and other governing agencies so that CONSULTANT may
recommend, in writing, final payment to Contractor(s) and may give written notice to
COUNTY and the Contractor(s) that the work is acceptable (subject to any
conditions therein expressed), but any such recommendation and notice will be
subject to the limitations expressed in paragraph E.10.b; and,
13. Limitation of Responsibilities: CONSULTANT shall not be responsible for the act
or omissions of any Contractor, or of any subcontractor or supplier, or any of the
Contractor(s)' or subcontractor's or supplier's agents or employees or any other
persons (except CONSULTANT's own employees and agents) at the site or
otherwise furnishing or performing any of the Contractor(s)' work; however, nothing
contained in paragraphs E.1 through E.12 inclusive, shall be construed to release
CONSULTANT from liability for failure to properly perform duties and
responsibilities assumed by CONSULTANT in the Contract Documents.
SECTION II - SPECIAL SERVICES
A. Services Requiring Authorization in Advance
If authorized in writing by COUNTY, CONSULTANT shall accomplish such special
services of the following types which are not considered normal or customary Basic Services
except where specifically provided for otherwise in the Work Authorizations. At
COUNTY's option, services may be provided by the COUNTY through direct contracts
with other professionals or may be provided by the CONSULTANT. When the
CONSULTANT is requested to provide special services, such services may be provided by
the CONSULTANT's own forces or through subcontracts with other professionals;
however, contracts with other professionals for special services must have the approval of the
COUNTY before the work is initiated (COUNTY approval of CONSULTANT's Work
Authorization listing subconsultants and subconsultant fees will be considered approval of
subconsultant's contract.) Special services will be paid for by COUNTY as indicated in each
Work Authorization in addition to the compensation for Basic Services described herein.
1. Preparation of applications and supporting documents for governmental grants, loans
or advances in connection with the PROJECT; preparation or review of
environmental assessments and impact statements; review and evaluation of the
effect on the design requirements of the PROJECT of any such statements and
documents prepared by others; and assistance in obtaining approvals of authorities
having jurisdiction over the anticipated environmental impact of the PROJECT.
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2. Services to make measured drawings of or to investigate existing conditions or
facilities, or to verify the accuracy of drawings or other information furnished by
COUNTY; commonly referred to as A/E survey.
Services resulting from significant changes in the general scope, extent or character
of the PROJECT or its design including, but not limited to, changes in size,
complexity, COUNTY's schedule, character of constriction or method of financing;
and revising previously accepted studies, reports, design documents or Contract
Documents when such revisions are required by changes in laws, riles, regulations,
ordinances, codes or orders enacted subsequent to the preparation of such studies,
reports or documents, or are due to causes beyond CONSULTANT's control.
4. Providing renderings or models for COUNTY's use.
Preparing to serve or serving as a consultant or witness for COUNTY in any
litigation, public hearing or other legal or administrative proceeding involving the
PROJECT (except as agreed to under Basic Services).
6. Soils and material investigations including test borings, laboratory testing of soils and
materials, related analyses and recommendations.
7. Quality assurance testing during constriction.
Furnishing services of a Resident Proj ect Representative to assist CONSULTANT in
observing performance of the work of Contractor(s).
9. Preparation of Disadvantaged Business Enterprise Program.
10. Cost accounting services, grant administration, and grant closeout.
11. Reproduction and postage of reports, contract documents and specifications to FAA,
COUNTY, Contractor, regulatory agencies, prospective bidders, and plan rooms.
12. Services in connection with work directive changes and change orders to reflect
changes requested by COUNTY if the resulting change in compensation for Basic
Services is not commensurate with the additional services rendered.
13. Services in making revisions to Drawings and Specifications occasioned by the
acceptance or substitutions proposed by Contractor(s); and services after the award of
each contract in evaluating and determining the acceptability of an unreasonable or
excessive number of substitutions proposed by Contractor.
14. Services resulting from delays beyond the control of CONSULTANT.
15. Additional or extended services during constriction made necessary by (1) work
damaged by fire or other cause during constriction, (2) a significant amount of
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defective or negligent work of any Contractor, (3) acceleration of the progress
schedule involving services beyond normal working hours, (4) default by any
Contractor, or (5) other causes beyond CONSULTANT's control.
16. Evaluating an unreasonable or extensive number of claims submitted by
Contractor(s) or others in connection with the work.
17. Services after issuance to the COUNTY of the final certificate for payment or in the
absence of such certificate, more than 30 days after the date of Substantial
Completion of the Work.
18. Provide assistance in the closing of any financial or related transaction for the
PROJECT.
19. Provide assistance in connection with the refining and adjusting of any equipment or
system.
20. Preparation of a set of reproducible record prints of Drawings showing those changes
made during the constriction process, based on the marked -up prints, drawings and
other data furnished by Contractor(s) to CONSULTANT and which
CONSULTANT considers significant.
21. Operational Phase Services:
a. Provide assistance in connection with the refining and adjusting of any
equipment or system.
b. Assist COUNTY in training COUNTY 's staff to operate and maintain the
PROJECT.
C. Assist COUNTY in developing systems and procedures for control of the
operation and maintenance of and record keeping for the PROJECT.
SECTION III - MISCELLANEOUS PROVISIONS
1. Exhibit "F", Payments and Miscellaneous Provisions, specifies requirements for
payments to CONSULTANT, COUNTY's responsibilities, and other miscellaneous
provisions, and Exhibit "H" specifies Federal mandatory provisions.
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EXHIBIT D
GENERAL PROVISIONS FOR ARCHITECTURAL DESIGN SERVICES
This is an exhibit attached to and made a part of the AGREEMENT between the COUNTY
and the CONSULTANT for professional consulting services. For elements of the PROJECT which
are primarily building improvements, described in the referenced AGREEMENT, the
CONSULTANT shall perform professional services as hereinafter described, which shall include
customary architectural, structural, mechanical, and electrical engineering services. These services,
when performed in accordance with acceptable engineering and architectural practices, shall be the
limits of the CONSULTANT'S responsibility under this AGREEMENT.
These General Provisions set forth the general requirements for the performance of the
various architectural services for projects required under this AGREEMENT. The CONSULTANT
under each duly executed Work Authorization shall perform the scope of work required by such
Authorization, and, unless requirements to the contrary are specifically prescribed therein, shall
perform the required services in accordance with the following requirements.
SECTION I - BASIC SERVICES
A. Basic Architectural Services will generally be completed in five (5) phases:
1. Schematic design phase;
2. Design development phase;
3. Contract Document phase;
4. Bidding phase; and
5. Constriction phase.
The general types of services to be performed in each phase are described herein. However,
typical services maybe changed or deleted as required for each project. Additional services
may be added as mutually agreed upon between COUNTY and CONSULTANT. Such
additions, changes, or deletions will be outlined in each Work Authorization.
B. Schematic Design Phase
The CONSULTANT shall review the program furnished by the COUNTY to
ascertain the requirements of the Proj ect and shall arrive at a mutual understanding of
such requirements with the COUNTY.
2. The CONSULTANT shall provide a preliminary evaluation of the COUNTY's
program, schedule and constriction budget requirements, each in terms of the other,
subject to the limitations set forth in Exhibit F, paragraph II.A.
The CONSULTANT shall review with the COUNTY alternative approaches to
design and constriction of the Project.
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4. Based on the mutually agreed upon program, schedule and constriction budget
requirements, the CONSULTANT shall prepare, for approval by the COUNTY,
Schematic Design Documents consisting of drawings and other documents
illustrating the scale and relationship of Project components.
5. The CONSULTANT shall submit to the COUNTY a preliminary estimate of
Constriction Cost based on current area, volume or other unit costs.
C. Design Development Phase
1. Based on the approved Schematic Design Documents and any adjustments authorized
by the COUNTY in the program, schedule or constriction budget, the
CONSULTANT shall prepare, for approval by the COUNTY, Design Development
Documents consisting of drawings and other documents to fix and describe the size
and character of the Project as to architectural, structural, mechanical and electrical
systems, materials and such other elements as may be appropriate.
2. The CONSULTANT shall advise the COUNTY of any adjustments to the
preliminary estimate of Constriction Cost.
D. Constriction Documents Phase
1. Based on the approved Design Development Documents and any further adjustments
in the scope or quality of the Project or in the constriction budget authorized by the
COUNTY, the CONSULTANT shall prepare, for approval by the COUNTY,
Constriction Documents consisting of Drawings and Specifications setting forth in
detail the requirements for the constriction of the Project.
2. The COUNTY shall assist the CONSULTANT in the preparation of the necessary
bidding information, bidding forms, the Conditions of the Contract, and the form of
AGREEMENT between the COUNTY and the Contractor.
3. The CONSULTANT shall advise the COUNTY of any adjustments to previous
preliminary estimates of Constriction Cost indicated by changes in requirements or
general market conditions.
4. The COUNTY shall assist the CONSULTANT in connection with the COUNTY's
responsibility for filing documents required for the approval of governmental
authorities having jurisdiction over the Project.
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E. Bidding Phase
After authorization to proceed with the Bidding Phase, CONSULTANT shall:
1. Assist the COUNTY in advertising for and obtaining bids for each separate prime
contract for constriction, materials, equipment and services; and, where applicable,
maintain a record of prospective bidders to whom Bidding Documents have been
issued, attend pre -bid conferences and receive and process deposits for Bidding
Documents.
2. Issue addenda as appropriate to interpret, clarify or expand the Bidding Documents.
3. Consult with and advise COUNTY as to the acceptability of subcontractors,
suppliers and other persons and organizations proposed by the prime contractor(s)
(herein called "Contractor(s)") for those portions of the work as to which such
acceptability is required by the Bidding Documents.
4. Consult with COUNTY concerning and determine the acceptability of substitute
materials and equipment proposed by Contractor(s) when substitution prior to the
award of contracts is allowed by the Bidding Documents.
5. Attend the bid opening, prepare bid tabulation sheets and assist COUNTY in
evaluating bids or proposals and in assembling and awarding contracts for
constriction, materials, equipment and services.
6. Furnish sets of Bidding Documents to contractor bidding and plan offices (Dodge,
AGC, etc.) during the Bidding Phase. The number of documents and their
distribution will be specified in the Work Authorization(s).
F. Constriction Phase
1. The CONSULTANT's responsibility to provide Basic Services for the Constriction
Phase under this AGREEMENT commences with the award of the Contract for
Constriction and terminates at the earlier of the issuance to the COUNTY of the
final Certificate for Payment or the original date established for Substantial
Completion of the Work, but may be extended under the terms of Section 11 "Special
Services".
2. The CONSULTANT shall provide administration of the Contract for constriction as
set forth below, unless otherwise provided in this AGREEMENT.
3. CONSULTANT shall attend preconstriction conference.
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4. Visits to Site and Observation of Constriction: In connection with Observations of
the work of Contractor(s) while it is in progress:
a) CONSULTANT shall make visits to the site at intervals appropriate to the
various stages of constriction as CONSULTANT deems necessary in order
to observe as an experienced and qualified design professional the progress
and quality of the various aspects of Contractor(s)' work. Based on
information obtained during such visits and on such observations,
CONSULTANT shall endeavor to determine in general if such work is
proceeding in accordance with the Contract Documents and CONSULTANT
shall keep COUNTY informed of the progress of the work.
b) If COUNTY requests more extensive site representation than is described in
FA(a) above, CONSULTANT will provide a Resident Project
Representative(s) as a Special Service.
c) CONSULTANT shall not, during such visits or as a result of such
observations of Contractor(s)' work in progress, supervise, direct or have
control over Contractor(s)' work nor shall CONSULTANT have authority
over or responsibility for the means, methods, techniques, sequences or
procedures of constriction selected by Contractor(s), for safety precautions
and programs incident to the work of Contractor(s) or for any failure of
Contractor(s) to comply with laws, riles, regulations, ordinances, codes or
orders applicable to Contractor(s) furnishing and performing their work.
Accordingly, CONSULTANT can neither guarantee the performance of the
constriction contracts by Contractor(s) nor assume responsibility for
Contractor(s)' failure to furnish and perform their work in accordance with
the Contract Documents.
5. Defective Work: During such visits and on the basis of such observations,
CONSULTANT may disapprove of or reject Contractor(s)' work while it is in
progress if CONSULTANT believes that such work will not produce a completed
Project that conforms generally to the Contract Documents or that it will prejudice
the integrity of the design concept of the Project as reflected in the Contract
Documents.
6. Interpretations and Clarifications: CONSULTANT shall issue necessary
interpretations and clarifications of the Contract Documents and in connection
therewith prepare work directive changes and change orders as required.
7. Shop Drawings: CONSULTANT shall review and approve (or take other
appropriate action in respect of) Shop Drawings (as that term is defined in the
aforesaid Standard General Conditions), samples and other data which Contractor(s)
are required to submit, but only for conformance with the design concept of the
Project and compliance with the information given in the Contract Documents. Such
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reviews and approvals or other action shall not extend to means, methods,
techniques, sequences or procedures of constriction or to safety precautions and
programs incident thereto.
8. Substitutes: CONSULTANT shall evaluate and determine the acceptability of
substitute materials and equipment proposed by Contractor(s), but subject to the
provision of Section H, paragraph A.37.
9. Inspections and Tests: CONSULTANT shall have authority, as COUNTY's
representative, to require special inspection or testing of the work, and shall receive
and review all certificates of inspections, testings and approvals required by laws,
riles, regulations, ordinances, codes, orders or the Contract Documents (but only to
determine generally that their content complies with the requirements of, and the
results certified indicate compliance with, the Contract Documents).
10. Disputes: CONSULTANT shall act as initial interpreter of the requirements of the
Contract Documents and judge of the acceptability of the work thereunder and make
decisions on all claims relating to the acceptability of the work or the interpretation
of the requirements of the Contract Documents pertaining to the execution and
progress of the work.
11. Applications for Payment: Based on CONSULTANT's on -site observations as an
experienced and qualified design professional, on information provided by the
Resident Project Representative and on review of applications for payment and the
accompanying data and schedules:
a) CONSULTANT shall determine the amounts owing to Contractor(s) and
recommend in writing payments to Contractor(s) in such amounts. Such
recommendations of payment will constitute a representation to COUNTY,
based on such observations and review, that the work has progressed to the
point indicated, and that, to the best of CONSULTANT's knowledge,
information and belief, the quality of such work is generally in accordance
with the Contract Documents (subject to an evaluation of such work as a
functioning whole prior to or upon Substantial Completion, to the results of
any subsequent tests called for in the Contract Documents and to any other
qualifications stated in the recommendation). In the case of unit price work,
CONSULTANT's recommendations of payment will include final
determinations of quantities and classifications of such work (subject to any
subsequent adjustments allowed by the Contract Documents).
b) By recommending any payment, CONSULTANT will not thereby be
deemed to have represented that exhaustive, continuous or detailed reviews
or examinations have been made by CONSULTANT to check the quality or
quantity of Contractor(s)'s work as it is furnished and performed beyond the
responsibilities specifically assigned to CONSULTANT in this
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AGREEMENT and the Contract Documents. CONSULTANT's review of
Contractor(s)' work for the purposes of recommending payments will not
impose on CONSULTANT responsibility to supervise, direct or control such
work or for the means, methods, techniques, sequences, or procedures of
constriction or safety precautions or programs incident thereto or
Contractor(s) compliance with laws, riles, regulations, ordinances, codes or
orders applicable to their furnishing and performing the work. It will also not
impose responsibility on CONSULTANT to make any examination to
ascertain how or for what purposes any Contractor has used the moneys paid
on account of the Contract Price, or to determine that title to any of the work,
materials or equipment has passed to COUNTY free and clear of any lien,
claims, security interests or encumbrances, or that there may not be other
matters at issue between COUNTY and Contractor that might affect the
amount that should be paid.
12. Contractor(s)' Completion Documents: CONSULTANT shall receive and review
maintenance and operating instructions, schedules, guarantees, bonds and certificates
of inspection, tests and approvals which are to be assembled by Contractor(s) in
accordance with the Contract Documents (but such review will only be to determine
that their content complies with the requirements of, and in the case of certificates of
inspection, the tests and approvals the results certified indicate compliance with, the
Contract Documents); and shall transmit them to COUNTY with written comments.
13. Inspections: CONSULTANT shall conduct an inspection to determine if the work is
substantially complete and a final inspection to determine if the completed work is
acceptable so that CONSULTANT may recommend, in writing, final payment to
Contractor(s) and may give written notice to COUNTY and the Contractor(s) that the
work is acceptable (subject to any conditions therein expressed), but any such
recommendation and notice will be subject to the limitations expressed in paragraph
F.1l.b.
14. Limitation of Responsibilities: CONSULTANT shall not be responsible for the act
or omissions of any Contractor, or of any subcontractor or supplier, or any of the
Contractor(s)' or subcontractor's or supplier's agents or employees or any other
persons (except CONSULTANT's own employees and agents) at the site or
otherwise furnishing or performing any of the Contractor(s)' work; however, nothing
contained in paragraphs F.1 through F.13 inclusive, shall be construed to release
CONSULTANT from liability for failure to properly perform duties and
responsibilities assumed by CONSULTANT in the Contract Documents.
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SECTION II - SPECIAL SERVICES
A. Services Requiring Authorization in Advance
If authorized in writing by COUNTY, CONSULTANT shall accomplish such special
services of the following types which are not considered normal or customary Basic Services
except where specifically provided for otherwise in the Work Authorizations. At
COUNTY'S option, services may be provided by the COUNTY through direct contracts
with other professionals or may be provided by the CONSULTANT. When the
CONSULTANT is requested to provide special services, such services may be provided by
the CONSULTANT'S own forces or through subcontracts with other professionals.
However, contracts with other professionals for special services must have the approval of
the COUNTY before the work is initiated, however CONSULTANT shall remain
responsible for work of subconsultants. Special services will be paid for by COUNTY in
addition to the compensation for Basic Services described herein.
Preparation of preapplications and/or applications and supporting documents for
governmental grants, loans or advances in connection with the Project; preparation or
review of environmental assessments and impact statements; review and evaluation
of the effect on the design requirements of the project of any such statements and
documents prepared by others; and assistance in obtaining approvals of authorities
having jurisdiction over the anticipated environmental impact of the Project.
2. Services to make measured drawings of or to investigate existing conditions or
facilities, or to verify the accuracy of drawings or other information furnished by
COUNTY; commonly referred to as A/E survey.
Services resulting from significant changes in the general scope, extent or character
of the Project or its design including, but not limited to, changes in size, complexity,
COUNTY'S schedule, character of constriction or method of financing; and revising
previously accepted studies, reports, design documents or Contract Documents when
such revisions are required by changes in laws, riles, regulations, ordinances, codes
or orders enacted subsequent to the preparation of such studies, reports or documents,
or are due to causes beyond CONSULTANT'S control.
4. Providing renderings or models for COUNTY'S use.
Preparing documents for alternate, separate or sequential bids requested by
COUNTY after receipt of original bids and for Contractor(s)' work which is not
executed or documents for out -of -sequence work.
6. Investigations involving detailed consideration of operations, maintenance and
overhead expenses; providing Value Engineering during the course of design; the
preparation of feasibility studies, cash flow and economic evaluations, rate schedules
and appraisals; assistance in obtaining financing for the Proj ect; evaluating processes
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available for licensing and assisting COUNTY in obtaining process licensing;
detailed quantity surveys of material, equipment and labor, and audits for inventories
required in connection with constriction performed for COUNTY.
7. Services resulting from the award of more separate prime contracts for constriction,
materials, equipment or services for the Project than are contemplated by an
approved Work Authorization, and services resulting from the arranging for
performance by persons other than the principal prime contractors of services for the
COUNTY and administering COUNTY'S contracts for such services.
8. Providing any type of property surveys or related engineering services needed for the
transfer of interests in real property and field surveys for design purposes and
engineering surveys and staking to enable Contractor(s) to proceed with their work,
and providing land surveys and other special field surveys.
9. Assistance in connection with bid protests, re -bidding or renegotiating contracts for
constriction, materials, equipment or services.
10. Services during out-of-town travel required of CONSULTANT other than visits to
the site as required by Section I.
11. Preparing to serve to serving as a consultant or witness for COUNTY in any
litigation, public hearing or other legal or administrative proceeding involving the
Project (except as agreed to under Basic Services).
12. Soils and Material Investigations including test borings, laboratory testing of soils
and materials, related analyses and recommendations.
13. Quality Assurance testing during constriction.
14. Furnishing services of a Resident Project Representative to assist CONSULTANT in
observing performance of the work of contractor(s).
15. Preparation of Disadvantaged Business Programs.
16. Cost accounting services, grant administration, and grant closeout.
17. Reproduction of additional copies of reports, contract documents and specifications
above the specified number furnished in Basic Services described in each Work
Authorization.
18. Providing analyses of the COUNTY's needs and programming the requirements of
the Project.
19. Providing financial feasibility or other special studies.
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20. Providing planning surveys, site evaluations or comparative studies of prospective
sites.
21. Providing special surveys, environmental studies and submissions required for
approvals of governmental authorities or others having jurisdiction over the Project.
22. Providing services relative to future facilities, systems and equipment.
23. Providing services to verify the accuracy of drawings or other information furnished
by the COUNTY.
24. Providing coordination of constriction performed by separate contractors or by the
COUNTY's own forces and coordination of services required in connection with
constriction performed and equipment supplied by the COUNTY.
25. Providing services in connection with the work of a constriction manager or separate
consultants retained by the COUNTY.
26. Providing detailed estimates of Constriction Cost.
27. Providing detailed quantity surveys or inventories of material, equipment and labor.
28. Providing analyses of owning and operating costs.
29. Providing interior design and other similar services required for or in connection with
the selection, procurement or installation of furniture, furnishings and related
equipment.
30. Providing services for planning tenant or rental spaces.
31. Making investigations, inventories of materials or equipment, or valuations and
detailed appraisals of existing facilities.
32. Preparing a set of reproducible record drawings showing significant changes in the
Work made during constriction based on marked -up prints, drawings and other data
furnished by the Contractor to the CONSULTANT.
33. Providing assistance in the utilization of equipment or systems such as testing,
adjusting and balancing, preparation of operation and maintenance manuals, training
personnel for operation and maintenance, and consultation during operation.
34. Providing services of consultants for other than architectural, structural, mechanical
and electrical engineering portions of the Proj ect provided as a part of Basic Services.
35. Providing any other services not otherwise included in this AGREEMENT or not
customarily furnished in accordance with generally accepted architectural practice.
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36. Services in connection with work directive changes and change orders to reflect
changes requested by COUNTY if the resulting change in compensation for Basic
Services is not commensurate with the additional services rendered.
37. Services in making revisions to Drawings and Specifications occasioned by the
acceptance or substitutions proposed by Contractor(s); and services after the award of
each contract in evaluating and determining the acceptability of an unreasonable or
excessive number of substitutions proposed by Contractor.
38. Services resulting from significant delays, changes or price increases occurring as a
direct or indirect result of material, equipment or energy shortages.
39. Additional or extended services during constriction made necessary by (1) work
damaged by fire or other cause during constriction, (2) a significant amount of
defective or negligent work of any Contractor, (3) acceleration of the progress
schedule involving services beyond normal working hours, and (4) default by any
Contractor.
40. Services in connection with any partial utilization of any part of the Project by
COUNTY prior to Substantial Completion.
41. Evaluating an unreasonable or extensive number of claims submitted by
Contractor(s) or others in connection with the work.
42. Services after issuance to the COUNTY of the final certificate for payment or in the
absence of such certificate, more than 60 days after the date of Substantial
Completion of the Work.
SECTION III - MISCELLANEOUS PROVISIONS
1. Exhibit "F", Payments and Miscellaneous Provisions, specifies requirements for
payments to CONSULTANT, COUNTY's responsibilities, and other miscellaneous
provisions, and Exhibit "H" specifies Federal mandatory provisions.
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EXHIBIT E
DUTIES, RESPONSIBILITIES, AND LIMITATIONS OF AUTHORITY
OF RESIDENT PROJECT REPRESENTATIVE
This is an exhibit attached to and made a part of the AGREEMENT between the COUNTY
and the CONSULTANT for Professional Consulting Services. For elements of the PROJECT
described in the referenced AGREEMENT, the CONSULTANT shall perform Resident Project
Representative Services in accordance with the following:
A. General: Resident Project Representative (RPR) will be the CONSULTANT's agent at the
site, will act as directed by and under the supervision of CONSULTANT, and will confer
with CONSULTANT regarding RPR actions. RPR's dealings in matters pertaining to the
onsite work shall in general be only with the CONSULTANT and Contractor, and dealings
with subcontractors shall only be through or with the full knowledge of Contractor. Written
communication with COUNTY will be only through or as directed by CONSULTANT.
B. Duties and Responsibilities of RPR:
Schedules: Review the progress schedule, schedule of shop drawing submissions,
and schedule of values prepared by Contractor and consult with the CONSULTANT
concerning acceptability.
2. Conferences and Meetings: Attend meetings with Contractor such as preconstruction
conferences, progress meetings and other conferences as required in consultation
with CONSULTANT and notify those expected to attend in advance. Prepare and
circulate copies of minutes thereof.
T,iai-,on-
a. Serve as the CONSULTANT's liaison with Contractor, working principally
through Contractor's superintendent and assist him in understanding the intent
of the contract documents. Assist the CONSULTANT in serving as the
COUNTY 's liaison with the Contractor when the Contractor's operations
affect the COUNTY's onsite operations.
b. As requested by the CONSULTANT, assist in obtaining from the COUNTY
additional details or information, when required at the job site for proper
execution of the work.
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4. Shop Drawings and Samples:
a. Record date of receipt of shop drawings and samples, receive samples which
are furnished at the site by Contractor, and notify the CONSULTANT of
their availability for examination.
b. Advise the CONSULTANT and Contractor or its superintendent
immediately of the commencement of any work requiring a shop drawing or
sample submission if the submission has not been approved by the
CONSULTANT.
5. Review of Work_ Reiection of Defective Work_ Insbection and Tests:
a. Conduct onsite observations of the work in progress to assist
CONSULTANT in determining if the work is proceeding in accordance with
the contract documents and that completed work will conform to the contract
documents.
b. Report to the CONSULTANT whenever RPR believes that any work is
unsatisfactory, faulty, or defective or does not conform to the contract
documents or does not meet the requirements of any inspections, tests, or
approval required to be made or has been damaged prior to final payment,
and advise the CONSULTANT when he believes work should be corrected
or rejected or should be uncovered for observation or requires special testing,
inspection, or approval.
C. Verify that tests, equipment, and systems startups and operating and
maintenance training are conducted as required by the contract documents
and in presence of the appropriate personnel, and that Contractor maintains
adequate records thereof, observe, record, and report to the CONSULTANT
appropriate details relative to test procedures and startups.
d. Accompany visiting inspectors representing public or other agencies having
jurisdiction over the PROJECT, record the results of these inspections, and
report to CONSULTANT.
6. Interpretation of Contract Documents: Transmit to Contractor, CONSULTANT's
clarifications and interpretations of the contract documents.
7. Modifications: Consider and evaluate Contractor's suggestions for modifications in
drawings or specifications and report them with RPR's recommendations to
CONSULTANT. Transmit to Contractor decisions as issued by CONSULTANT.
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8. Records:
a. Maintain at the job site orderly files for correspondence, reports of job
conferences, shop drawings and samples submissions, reproductions of
original contract documents including all addenda, change orders, field
orders, additional drawings issued subsequent to the execution of the
contract, CONSULTANT's clarifications and interpretations of the contract
documents, progress reports and other project related documents.
b. Keep a diary or log book, recording hours on the job site, weather conditions,
data relative to Contractor's questions or extras or deductions, quantities of
materials installed on the PROJECT, list of visiting officials and
representatives of manufacturers, fabricators, suppliers, and distributors, daily
activities, decisions, observations in general and specific observations in
more detail as in the case of the observing test procedures. Send copies to the
CONSULTANT.
C. Record names, addresses, and telephone numbers of all contractors,
subcontractors, and major suppliers of materials and equipment.
9. Reports:
a. Furnish to CONSULTANT, COUNTY, and the Federal Aviation
Administration periodic reports as required of the progress of the work and
Contractor's compliance with the approved progress schedule and schedule of
shop drawing submissions.
b. Consult with the CONSULTANT in advance of scheduled major tests,
inspections, or start of important phases of the work.
C. Report immediately to the CONSULTANT upon the occurrence of any
accident.
d. Review and certify Contractor's payroll submittals for compliance with
Federal law pertaining to classification and wage rates.
10. Payment Requests: Review applications for payment with Contractor for compliance
with the established procedure for their submission and forward them with
recommendations to the CONSULTANT, noting particularly their relation to the
schedule of values, work completed, and material and equipment delivered at the site
but not incorporated in the work.
11. Certificates, Maintenance and Operation Manuals: During the course of the work,
verify that certificates, maintenance and operation manuals and other data required to
be assembled and furnished by Contractor are applicable to the items actually
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installed; and deliver this material to the CONSULTANT for his review and
forwarding to COUNTY prior to final acceptance of the work.
12. Completion:
a. Before the CONSULTANT issues a Certificate of Substantial Completion,
submit to Contractor a list of observed items requiring completion or
correction.
b. Conduct final inspection in the company of CONSULTANT, COUNTY,
and Contractor and prepare a final list of items to be completed or corrected.
C. Verify that all items on final list have been completed or corrected and make
recommendations to the CONSULTANT concerning acceptance.
C. Limitations of Resident Project Representative's Authority:
Except upon written instructions of the CONSULTANT, RPR:
1. Shall not authorize any deviation from the contract documents or approve any
substitute materials or equipment.
2. Shall not exceed limitations of the CONSULTANT's authority as set forth in the
contract documents.
3. Shall not undertake any of the responsibilities of Contractor, subcontractors, or
Contractor's superintendent, or expedite the work.
4. Shall not advise on or issue directions relative to any aspect of the means, methods,
techniques, sequences, or procedures of constriction unless such is specifically called
for in the contract documents.
5. Shall not issue directions as to safety programs in connection with the work.
6. Shall not accept Shop Drawing or sample submittals from anyone other than
Contractor.
7. Shall not authorize the COUNTY to occupy or utilize the PROJECT in whole or in
part, without the approval of CONSULTANT.
8. Shall not participate in specialized field or laboratory tests, or inspections conducted
by others except as specifically authorized by CONSULTANT.
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EXHIBIT F
PAYMENTS AND MISCELLANEOUS PROVISIONS
This is an exhibit attached to and made a part of the AGREEMENT between the
COUNTY and the CONSULTANT for professional consulting services.
SECTION I- PAYMENTS TO THE CONSULTANT
The COUNTY agrees to compensate the CONSULTANT for services performed in
accordance with one of the following methods as hereinafter set forth. It is further agreed that such
compensation includes both direct and indirect costs chargeable to the PROJECT under generally
accepted accounting principles.
The method of payment and the amount of payment for specified services shall be detailed in
each Work Authorization. The receipt of an approved Work Authorization will constitute the
CONSULTANT's Notice -to -Proceed.
Unless otherwise approved in writing, the CONSULTANT is not to undertake any work
prior to the receipt of an approved Work Authorization executed by the COUNTY.
Cost Plus Fixed Fee
Under this method of payment, the CONSULTANT's compensation will be equal to direct
hourly cost times a factor to cover overhead plus direct non -salary expense and a fixed fee to cover
profit. The cost may be more or less than estimated, but the fixed fee will neither increase nor
decrease, unless there is a change in the scope, complexity, or duration of the work. In that event,
the fixed fee would be subject to re -negotiation. Should the total cost be more than the estimated
budget in an approved Work Authorization, a supplemental Work Authorization covering the
additional costs of the particular task in question will be prepared by the CONSULTANT and
submitted to the COUNTY for review and approval.
2. Hourly Fee Schedule and Subconsultants
Under this method of payment, the CONSULTANT's compensation will be based on actual
hours worked, by discipline, times the then current fee schedule, plus direct non -salary expenses,
including the direct costs of subconsultants plus a lump sum administrative fee. The hourly fee
schedule will only be utilized for specific minor items of work performed as special services.
3. Lump Sulu
For work that can be defined and delineated in advance, payment to the CONSULTANT will
be made on the basis of a lump sum. The agreed lump sum shall represent full payment for all
payroll, overhead, profit, and other direct non -salary expenses as hereinafter described. The lump
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sum will not increase nor decrease unless there is a change in the scope, complexity, or duration of
the work. In that event, the lump sum would be subject to re -negotiation, and CONSULTANT will
prepare and submit a supplemental Work Authorization for COUNTY approval.
4. General
Payments to the CONSULTANT on account of the above fees are payable in accordance
with the Florida Prompt Payment Act, F.S. chpt 255. Amounts not paid in accordance with the
Florida Prompt Payment Act are delinquent and COUNTY agrees to pay a late payment fee in the
amount of 1% per month or the maximum late payment fee permitted by applicable law (whichever
is less) on any unpaid amount for each month, or fraction thereof, that such payment is delinquent.
Invoices shall be submitted periodically for the amount of work carried out in that period. The
COUNTY shall not retain any amounts due from the CONSULTANT's invoices, nor withhold said
invoices pending FAA and/or other agency approval.
5. The following definitions will apply to the payments for services.
Salary Cost - For purposes of this AGREEMENT, direct salary cost is defined as the
current actual cost of salaries of personnel for the time directly chargeable to the
PROJECT.
b. Overhead - For the purpose of this AGREEMENT, overhead shall be calculated in
accordance with Federal Acquisition Regulations. For billing under the cost plus
fixed fee method of payment, overhead as defined herein shall be direct salary cost
times the current overhead rate of the CONSULTANT when the Work
Authorization is signed.
Direct Non -salary Expenses -These generally include items of expense directly
chargeable to the PROJECT and substantiated by appropriate documentation.
Typical items may include the cost of subconsultants, living and traveling expenses
of employees, communications expense, postage, reproduction, computer time,
identifiable supplies and other items that can be identified with the PROJECT.
SECTION II - MISCELLANEOUS PROVISIONS
A. Estimates:
Since the CONSULTANT has no control over the cost of labor and materials or over
competitive bidding and market conditions, the estimates of constriction cost
provided for herein are to be made on the basis of his experience and qualifications,
but the CONSULTANT does not guarantee the accuracy of such estimates as
compared to the Contractor's bids or the PROJECT constriction cost.
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B. Extra Work:
1. It is mutually understood and agreed that the COUNTY will compensate the
CONSULTANT for services resulting from significant changes in general scope of
the PROJECT or its design, but not necessarily limited to, changes in size,
complexity, project schedules, character of constriction, revisions to previously
accepted studies, reports, design documents for contract documents and for
preparation of documents for separate bids, when such revisions are due to causes
beyond the CONSULTANT's control and when requested and authorized by the
COUNTY. Compensation for such extra work when authorized by the COUNTY
shall be established in each Work Authorization. CONSULTANT shall promptly
notify COUNTY in writing of all extra work or cost variations on the PROJECT
prior to undertaking said work.
C. Reuse of Documents:
1. All documents including drawings and specifications prepared by the
CONSULTANT pursuant to this AGREEMENT are instruments of service with
respect to the PROJECT. They are not intended or represented to be suitable for
reuse by COUNTY or others on extensions of the PROJECT or on any other
PROJECT. Any reuse without written verification will be at COUNTY's sole risk
and with no liability or legal exposure to CONSULTANT. Any such verification or
adaptation will entitle CONSULTANT to further compensation at rates to be agreed
upon by COUNTY and CONSULTANT. Notwithstanding these provisions the
COUNTY shall be provided upon request a reproducible copy of any drawing
produced under this AGREEMENT at the cost of reproduction, and will be permitted
full use of such documents subject to the limitations set forth herein.
D. Responsibility of the CONSULTANT:
1. The CONSULTANT shall be responsible for the professional quality, technical
accuracy, timely completion, and the coordination of all designs, drawings,
specifications, reports, and other services furnished by the CONSULTANT under
this AGREEMENT.
2. Approval by the COUNTY and other agencies of drawings, designs, specifications,
reports, and incidental engineering work or materials furnished hereunder shall not in
any way relieve the CONSULTANT of his responsibility for the technical adequacy
of his work except as to matters involving peculiar conditions or uses of the property
known to the COUNTY or other agencies but not to the CONSULTANT.
3. The CONSULTANT shall not be responsible for any time delays in the PROJECT
caused by the loss or destruction of any portion of the PROJECT including, but not
limited to, fire, theft, smoke, storm, vandalism, sudden or accidental damage from
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irregularities in electrical current, or any other circumstance beyond the
CONSULTANT's control.
E. Responsibility of the COUNTY:
As a part to this AGREEMENT, the COUNTY shall:
1. Make available for the CONSULTANT's use all record drawings, maps, information
as to unusual conditions or practices affecting the CONSULTANT's services, soil
data, etc., that are readily available to the COUNTY.
2. Designate a person to act with authority on the COUNTY's behalf and respond in a
timely manner to submissions by the CONSULTANT providing approvals and
authorizations as appropriate so that work may continue at a normal pace.
3. Pay all costs associated with special services authorized by the COUNTY and all
costs associated with obtaining bids from Contractors, including but not limited to
cost of printing, postage and public notice of advertisement.
4. Furnish such accounting, insurance and legal counseling services as COUNTY may
require for this PROJECT. Obtain advice of an attorney, insurance counselor or
other consultants as COUNTY deems appropriate for examination of the Contract
Documents prepared by CONSULTANT.
5. Pay all costs incidental to compliance with requirements of these paragraphs 1
through 4.
F. Termination:
1. This AGREEMENT may be terminated in whole or in part in writing by either party
in the event of substantial failure by the other party to fulfill its obligations under this
AGREEMENT through no fault of the terminating party provided that no such
termination may be effected unless the other party is given:
a. Not less than 10 calendar days written notice of intent to terminate; and,
b. An opportunity for consultation with the terminating party prior to
termination.
2. This AGREEMENT may be terminated in whole or in part in writing by either party
without cause on sixty (60) days written notice.
3. Upon receipt of a termination notice, the CONSULTANT shall promptly
discontinue all services affected (unless the notice directs otherwise) and deliver or
otherwise make available to the COUNTY all data, drawings, specifications, reports,
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estimates, summaries, and such other information and materials as may have been
accumulated by the CONSULTANT in performing this AGREEMENT, whether
completed or in process.
4. If this AGREEMENT is terminated by either party, the CONSULTANT shall be
paid for services rendered pursuant to this AGREEMENT. If termination of the
AGREEMENT occurs at the conclusion of one phase and prior to authorization of
the COUNTY to begin the next phase, payment by the COUNTY of the completed
phase shall be considered full compensation due the CONSULTANT.
G. Audit: Access to Records
1. The CONSULTANT shall maintain books, records, documents, and other evidence
directly pertinent to the work under this AGREEMENT in accordance with generally
accepted accounting principles and practices. The COUNTY, the Federal Aviation
Administration, the Comptroller General of the United States or any of their duly
appointed representatives shall have access to any books, documents, papers, records,
and other evidence for the purpose of examination, audit, excerpts, and
transcriptions.
2. Records described above shall be maintained and made available during the
performance under this AGREEMENT and for a period of three years after the
COUNTY makes final payment and all other pending matters are closed.
H. Headings
1. The headings of the Exhibits, Sections, Schedules, and Attachments as contained in
this AGREEMENT are for the purpose of convenience only and shall not be deemed
to expand, limit or change the provisions in such Exhibits, Sections, Schedules, and
Attachments.
L Assignment
1. CONSULTANT acknowledges that its services are unique and personal and its
rights under this AGREEMENT may not be assigned or its duties or obligations
delegated without the express written consent of COUNTY.
J. Authority
Each party represents and warrants to the other that the execution, delivery and performance
of this Agreement have been duly authorized by all necessary County and corporate action, as
required by law.
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K. Claims for Federal or State Aid
CONSULTANT and COUNTY agree that each shall be, and is, empowered to apply for,
seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all
applications, requests, grant proposals, and funding solicitations submitted by the CONSULTANT
shall be approved by the COUNTY prior to submission.
L. Privileges and Immunities
All of the privileges and immunities from liability, exemptions from laws, ordinances, and
rules and pensions and relief, disability, workers' compensation, and other benefits which apply to
the activity of officers, agents, or employees of any public agents or employees of the COUNTY,
when performing their respective functions under this Agreement within the territorial limits of the
County shall apply to the same degree and extent to the performance of such functions and duties of
such officers, agents, volunteers, or employees outside the territorial limits of the County.
M. Legal Obligations and Responsibilities
Non -Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor
shall it be construed as, relieving any participating entity from any obligation or responsibility
imposed upon the entity by law except to the extent of actual and timely performance thereof by any
participating entity, in which case the performance may be offered in satisfaction of the obligation or
responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the
delegation of the constitutional or statutory duties of the County, except to the extent permitted by
the Florida constitution, state statute, and case law.
N. Non -Reliance by Non -Parties
No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement
to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or
program contemplated hereunder, and the COUNTY and the CONSULTANT agree that neither the
COUNTY nor the CONSULTANT or any agent, officer, or employee of either shall have the
authority to inform, counsel, or otherwise indicate that any particular individual or group of
individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart,
inferior to, or superior to the community in general or for the purposes contemplated in this
Agreement.
O. Attestations
CONSULTANT agrees to execute such documents as the COUNTY may reasonably
require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace
Statement.
P. No Personal Liability
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No covenant or agreement contained herein shall be deemed to be a covenant or agreement of
any member, officer, agent or employee of the COUNTY or CONSULTANT in their individual
capacities, and no member, officer, agent or employee of the COUNTY or CONSULTANT shall be
liable personally on this Agreement or be subj ect to any personal liability or accountability by reason
of the execution of this Agreement.
Q. Execution In Counterparts
This Agreement may be executed in any number of counterparts, each of which shall be
regarded as an original, all of which taken together shall constitute one and the same instrument and
any of the parties hereto may execute this Agreement by signing any such counterpart.
R. Covenant of No Interest
COUNTY and CONSULTANT covenant that neither presently has any interest, and shall
not acquire any interest, which would conflict in any manner or degree with its performance under
this Agreement, and that only interest of each is to perform and receive benefits as recited in this
Agreement.
S. Code of Ethics
COUNTY agrees that officers and employees of the COUNTY recognize and will be
required to comply with the standards of conduct for public officers and employees as delineated in
Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts;
doing business with one's agency; unauthorized compensation; misuse of public position, conflicting
employment or contractual relationship; and disclosure or use of certain information.
T. No Solicitation/Payment
The COUNTY and CONSULTANT warrant that, in respect to itself, it has neither employed
nor retained any company or person, other than a bona fide employee working solely for it, to solicit
or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation,
individual, or firm, other than a bona fide employee working solely for it, any fee, commission,
percentage, gift, or other consideration contingent upon or resulting from the award or making of this
Agreement. For the breach or violation of the provision, the CONSULTANT agrees that the
COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to
offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage,
gift, or consideration.
U. Non -Waiver of Iunmuni
Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the
COUNTY and the CONSULTANT in this Agreement and the acquisition of any commercial
liability insurance coverage, self-insurance coverage, or local government liability insurance pool
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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.
V. Rights and Remedies
The specific remedies set forth in this Agreement, including but not limited to those remedies
with respect to the quality of the Services performed by CONSULTANT hereunder, are the
exclusive remedies of the Parties.
W. Time of Accrual
For services performed by CONSULTANT before substantial completion, all causes of
action against CONSULTANT shall accrue and the statute of limitations shall commence to nun no
later than the date of substantial completion of the Project. For services performed by
CONSULTANT after the date of substantial completion but before final completion of the Project,
all causes of action against CONSULTANT shall accrue and the statute of limitations shall
commence to nun no later than the date of final completion. The Parties expressly agree that the
discovery rile for purposes of accrual shall not apply.
X. Publicity
Neither of the Parties shall make any press release, news disclosure or other advertising
related to the Project that includes the name of the other party without first obtaining the written
approval of the other party.
Y. Federal, State and Local Law
The CONSULTANT shall comply with all federal, state, county and local laws, ordinances,
riles and regulations now and hereafter in force which may be applicable to the operation of its
business at the airport as amended from time to time.
Z. Airport Security Requirements
a. General. The federal Transportation Security Administration is the federal agency
primarily responsible for overseeing the security measures utilized by the airport owner pursuant to
the relevant provisions of Chapter 49, United States Code, and regulations adopted under the
authority of the Code, including but not limited to 49 CFR 1540, et seq. Violations of the statutes or
regulations may result in severe civil monetary penalties being assessed against the airport operator.
It is the intent of the airport operator that the burdens and consequences of any security violations
imposed upon the airport operator as a result of actions by an airport tenant or the airport tenant's
employees, agents, invitees, or licensees shall be borne by the airport tenant.
b. Airport Tenant Defined. An airport tenant means any person, entity, organization,
partnership, corporation, or other legal association that has an agreement with the airport operator to
conduct business on airport property. The term also includes an airport tenant as defined in 49 CFR
1540.5. Each signatory to this Agreement, other than the airport operator, is an airport tenant.
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c. Airport Operator Defined. As used in this Agreement, airport operator means Monroe
County, Florida, its elected and appointed officers, and its employees.
d. Airport Property Defined. Airport property shall mean the property owned or leased by,
or being lawfully used by, the airport operator for civil aviation and airport -related purposes. For
purposes of this Agreement, airport property is the property generally referred to as the Key West
Airport, the Marathon Airport, or both as may be set forth in this Agreement.
e. Inspection Authority. The airport tenant agrees to allow Transportation Security
Administration (TSA) authorized personnel, at any time or any place, to make inspections or tests,
including copying records, to determine compliance of the airport operator or airport tenant with the
applicable security requirements of Chapter 49, United States Code, and 49 CFR 1540, et seq.
f. Airport Security Program. The airport tenant agrees to become familiar, to the extent
permitted by the airport operator, with the Airport Security Program promulgated by the airport
operator and approved by TSA, and also agrees to conform its' operations and business activities to
the requirements of the Airport Security Program.
g. Tenant Security Program. If permitted under TSA regulations, the airport tenant may
voluntarily undertake to maintain an Airport Tenant Security Program as referred to in 49 CFR
1542.113. If the airport tenant voluntarily promulgates an Airport Tenant Security Program that is
approved by TSA, such program, as may be amended and approved from time to time, shall be
automatically incorporated into this Agreement.
h. Breach of Agreement. Should TSA determine that the airport tenant or one or more of the
airport tenant's employees, agents, invitees, or licensees has committed an act or omitted to act as
required, and such act or omission is a violation which results in TSA imposing a civil penalty
against the airport operator in accordance with TSA's Enforcement Sanction Guidance Policy, such
determination and imposition of a civil penalty by TSA shall be considered a significant breach of
this Agreement.
(1). Minimum Violation. If the violation is the first or second violation attributed to the
airport tenant and is a civil penalty minimum violations) 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 maybe agreed
to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the
investigation, defense, compromising, mitigation, or taking of remedial action measures. If the
violation is a third violation, or there are multiple violations in excess of two violations, that is or are
a civil penalty minimum violation 11 , the airport tenant shall pay to the airport operator the total costs
incurred by the airport operator, including any fines or penalties imposed, in investigating,
defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to
include but not be limited to reasonable attorney's fees and costs incurred in the investigation,
defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport
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operator shall have the right to unilaterally cancel this Agreement, such cancellation to be effective
thirty calendar days after receipt by the airport tenant of written notice of cancellation of this
Agreement by the airport operator.
(2). Moderate Violation. If the violation is the first or second violation attributed to the
airport tenant and is a civil penalty moderate violation as provided for in TSA's Enforcement
Sanction Guidance Policy, the airport tenant may cure breach by paying to the airport operator the
total costs incurred by the airport operator, including any fines or penalties imposed, in investigating,
defending, compromising, mitigating or taking of remedial measures as may be agreed to by TSA to
include but not be limited to reasonable attorney's fees and costs incurred in the investigation,
defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport
tenant may cause all of airport tenant's employees involved in the airport tenant's business
operations on the airport property to undergo such security training as may be required by the airport
operator. The total cost of the training shall be paid for by the airport tenant. If the violation is a third
violation, or there are multiple violations in excess of two violations, that is or are a civil penalty
moderate violation, the airport tenant shall pay to the airport operator the total costs incurred by the
airport operator, including any fines or penalties imposed, in investigating, defending,
compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include
but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense,
compromising, mitigation, or taking of remedial action measures; further, the airport operator shall
have the right to unilaterally cancel this Agreement such cancellation to be effective thirty calendar
days after receipt by the airport tenant of written notice of cancellation of this Agreement by the
airport operator.
(3). Maximum Violation. If the violation is the first violation attributed to the airport tenant
and is a civil penalty "maximum violation" as provided for in TSA's Enforcement Sanction
Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total
costs incurred by the airport operator, including any fines and penalties imposed, in investigating,
defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to
include but not be limited to reasonable attorney's fees and costs incurred in the investigation,
defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport
tenant may cause all of airport tenant's employees involved in the airport tenant's business
operations on the airport property to undergo such security training as may be required by the airport
operator. The total cost of the training shall be paid for by the airport tenant. If the violation is a
second violation, or there are multiple violations, that is or are a civil penalty "maximum violation",
the airport tenant shall pay to the airport operator the total costs incurred by the airport operator,
including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or
taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable
attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking
of remedial action measures; and, further, the airport operator shall have the right to unilaterally
cancel this Agreement, such cancellation to be effective thirty calendar days after receipt by the
airport tenant of written notice of cancellation of this Agreement by the airport operator.
(4). Mitigation of Breach. TSA has a policy of forgoing civil penalty actions when the
airport operator detects violations, promptly discloses the violations to TSA, and takes prompt
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11/23/2011
corrective action to ensure that the same or similar violations do not recur. This policy is known as
the TSA Voluntary Disclosure Program Policy, and is designed to encourage compliance with TSA
regulations, foster secure practices, and encourage the development of internal evaluation programs.
The airport tenant agrees that upon detecting a violation the airport tenant will immediately report it
to the airport operator. Should the TSA ultimately determine that the violation was committed by the
airport tenant, or an employee, agent, invitee, or licensee of the airport tenant, but the violation
should result in the issuance of a letter of correction in lieu of a civil penalty, then the airport tenant
shall reimburse the airport operator the total costs incurred by the airport operator in investigating,
defending, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not
be limited to reasonable attorney's fees and costs incurred in the investigation, defense, mitigation,
or taking of remedial action measures. A violation resulting in the issuance of a letter of correction
shall not be considered to be a breach of this Agreement by the airport tenant.
(5). Survival of Sub -Section. This sub -section 8.17 shall survive the cancellation or
termination of this Agreement, and shall be in full force and effect.
AA. Notices
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, or by a
nationally recognized overnight courier service to the following:
FOR COUNTY
County Administrator
1100 Simonton Street
Key West, FL 33040
FOR CONSULTANT:
THE LPA GROUP INCORPORATED
Attn: Paul A. Holt, P.E.
PO Box 5805
Columbia, SC 29250-5805
BB. Mutual Review
and County Attorney
PO Box 1026
Key West, Fl. 33041-1026
This Agreement has been carefully reviewed by CONSULTANT and the COUNTY,
therefore this Agreement is not to be construed against either party on the basis of authorship.
CC. Entirety of Agreement
This Agreement constitutes the entire Agreement between the parties with respect to the
subject matter hereof and supersedes all prior negotiations and discussions concerning the subject
matter hereof.
DD. Insurance
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As a pre -requisite of the work governed, or the goods supplied under this Agreement
(including the pre -staging of personnel and material), the CONSULTANT shall obtain, at his own
expense, insurance as specified in any attached schedules, which are made part of this Agreement.
The CONSULTANT will ensure that the insurance obtained will extend protection to all
Contractors and subcontractors engaged by the CONSULTANT. As an alternative, the
CONSULTANT may require all Contractors and Subcontractors to obtain insurance consistent with
the attached schedules.
The CONSULTANT will not be permitted to commence work governed by this Agreement
(including pre -staging of personnel and material) until satisfactory evidence of the required insurance
has been furnished to the COUNTY as specified below. Delays in the commencement of work,
resulting from the failure of the CONSULTANT to provide satisfactory evidence of the required
insurance, shall not extend any specified deadlines and any penalties and failure to perform
assessments shall be imposed as if the work commenced on the specified date and time, except for
the CONSULTANT's failure to provide satisfactory evidence.
The CONSULTANT shall maintain the required insurance throughout the entire term of this
contract and any extensions specified in the attached schedules. Failure to comply with this provision
may result in the immediate suspension of all work until the required insurance has been reinstated or
replaced. Delays in the completion of work resulting from the failure of the CONSULTANT to
maintain the required insurance shall not extend any specified deadlines and any penalties and failure
to perform assessments shall be imposed as if the work had not been suspended, except for the
CONSULTANT's failure to maintain the required insurance.
The CONSULTANT shall provide, to the COUNTY, as satisfactory evidence of the
required insurance, a Certificate of Insurance.
All insurance policies must specify that they are not subject to cancellation, non -renewal,
material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is
given to the COUNTY by the insurer. The acceptance and/or approval of the CONSULTANT's
insurance shall not be construed as relieving the CONSULTANT from any liability or obligation
assumed under this Agreement or imposed by law.
The Monroe County Board of County Commissioners, its employees and officials will be
included as Additional Insured on all policies, except for Workers' Compensation and Professional
Liability.
Any deviations from these General Insurance Requirements must be requested in writing on
the County -prepared form entitled, "Request for Waiver of Insurance Requirements" and
approved by Monroe County Risk Management.
Prior to execution of this agreement, the CONSULTANT shall furnish the COUNTY
Certificates of Insurance indicating the minimum coverage limitations as indicated by the attached
forms identified as exhibit's 1, J, K and L, each attached hereto and incorporated as part of this
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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.
THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK.
Page F-13
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EXHIBIT G
SAMPLE WORK AUTHORIZATION FORM
Work Authorization for Professional Services
(Project Identification No.) (Work Authorization No.)
It is agreed to undertake the following work in accordance with the provisions of our Master
Agreement for Professional Services dated
Description of Assignment:
Basis of Compensation/Period of Services:
Agreed as to scope of services, time schedule, and budget:
For For THE LPA GROUP INCORPORATED
Date: Date:
Attachment: Supporting Data for Budget
Page G-1
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EXHIBIT H
MANDATORY FEDERAL PROVISIONS
A. CIVIL RIGHTS ACT OF 1964, TITLE VI — CONTRACTOR CONTRACTUAL
REQUIREMENTS
During the performance of this contract, the contractor, for itself, its assignees and successors
in interest (hereinafter referred to as the "contractor") agrees as follows:
1.1 Compliance with Regulations. The contractor shall comply with the Regulations
relative to nondiscrimination in federally assisted programs of the Department of
Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21,
as they may be amended from time to time (hereinafter referred to as the
Regulations), which are herein incorporated by reference and made a part of this
contract.
1.2 Nondiscrimination. The contractor, with regard to the work performed by it during
the contract, shall not discriminate on the grounds of race, color, or national origin in
the selection and retention of subcontractors, including procurements of materials and
leases of equipment. The contractor shall not participate either directly or indirectly
in the discrimination prohibited by section 21.5 of the Regulations, including
employment practices when the contract covers a program set forth in Appendix B of
the Regulations.
1.3 Solicitations for Subcontracts, Including Procurements of Materials and
Equipment. In all solicitations either by competitive bidding or negotiation made by
the contractor for work to be performed under a subcontract, including procurements
of materials or leases of equipment, each potential subcontractor or supplier shall be
notified by the contractor of the contractor's obligations under this contract and the
Regulations relative to nondiscrimination on the grounds of race, color, or national
origin.
1.4 Information and Reports. The contractor shall provide all information and reports
required by the Regulations or directives issued pursuant thereto and shall permit
access to its books, records, accounts, other sources of information, and its facilities
as may be determined by the OWNER or the Federal funding agency to be pertinent
to ascertain compliance with such Regulations, orders, and instructions. Where any
information required of a contractor is in the exclusive possession of another who
fails or refuses to furnish this information, the contractor shall so certify to the
OWNER or the Federal funding agency, as appropriate, and shall set forth what
efforts it has made to obtain the information.
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1.5 Sanctions for Noncompliance. In the event of the contractor's noncompliance with
the nondiscrimination provisions of this contract, the OWNER shall impose such
contract sanctions as it or the Federal funding agency may determine to be
appropriate, including, but not limited to:
a. Withholding of payments to the contractor under the contract until the
contractor complies, and/or
b. Cancellation, termination, or suspension of the contract, in whole or in part.
1.6 Incorporation of Provisions. The contractor shall include the provisions of
paragraphs I through 5 in every subcontract, including procurements of materials and
leases of equipment, unless exempt by the Regulations or directives issued pursuant
thereto. The contractor shall take such action with respect to any subcontract or
procurement as the OWNER or the Federal funding agency may direct as a means of
enforcing such provisions including sanctions for noncompliance. Provided,
however, that in the event a contractor becomes involved in, or is threatened with,
litigation with a subcontractor or supplier as a result of such direction, the contractor
may request the OWNER to enter into such litigation to protect the interests of the
OWNER and, in addition, the contractor may request the United States to enter into
such litigation to protect the interests of the United States.
B. DISADVANTAGED BUSINESS ENTERPRISES
1. Policy: It is the policy of the federal government that disadvantaged business
enterprises as defined in 49 CFR Part 26 shall have the maximum opportunity to
participate in the performance of contracts financed in whole or in part with federal
funds under this AGREEMENT. Consequently, the DBE requirements of 49 CFR
Part 26 apply to this AGREEMENT.
2. DBE Obligation: The SUBCONSULTANT agrees to ensure that disadvantaged
business enterprises as defined in 49 CFR Part 26 have the maximum opportunity to
participate in the performance of contracts and subcontracts financed in whole or in
part with federal funds provided under this AGREEMENT. In this regard,
SUBCONSULTANT shall take all necessary and reasonable steps in accordance
with 49 CFR Part 26 to ensure that disadvantaged business enterprises have the
maximum opportunity to compete for and perform contracts. SUBCONSULTANT
shall not discriminate on the basis of race, color, national origin, or sex in the award
and performance of federally -assisted contracts. Further, the SUBCONSULTANT
agrees to comply with all provisions of the OWNER's DBE program as amended
from time to time.
3. Prompt Payment (§26.29) - The prime contractor agrees to pay each subcontractor
under this prime contract for satisfactory performance of its contract no later than
fourteen (14) days from the receipt of each payment the prime contractor receives
from the OWNER The prime contractor agrees further to return retainage payments
to each subcontractor within fourteen (14) days after the subcontractor's work is
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satisfactorily completed. Any delay or postponement of payment from the above
referenced time frame may occur only for good cause following written approval of
the OWNER This clause applies to both DBE and non -DBE subcontractors.
C. LOBBYING AND INFLUENCING FEDERAL EMPLOYEES
1. No Federal appropriated funds shall be paid, by or on behalf of the contractor, to any
person for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an employee
of a Member of Congress in connection with the making of any Federal grant and the
amendment or modification of any Federal grant.
2. If any funds other than Federal appropriated funds have been paid or will be paid to
any person for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an employee
of a Member of Congress in connection with any Federal grant, the contractor shall
complete and submit Standard Form-LLL, "Disclosure of Lobby Activities," in
accordance with its instructions.
D. BREACH OF CONTRACT TERMS
Any violation or breach of terms of this contract on the part of the contractor or their
subcontractors may result in the suspension or termination of this contract or such other
action that may be necessary to enforce the rights of the parties of this agreement. The duties
and obligations imposed by the Contract Documents and the rights and remedies available
thereunder shall be in addition to and not a limitation of any duties, obligations, rights and
remedies otherwise imposed or available by law.
E. RIGHTS TO INVENTIONS
All rights to inventions and materials generated under this contract are subject to regulations
issued by the Federal funding agency and the OWNER of the Federal grant under which this
contract is executed.
F. TRADE RESTRICTION CLAUSE
The contractor or subcontractor, by submission of an offer and/or execution of a contract,
certifies that it:
is not owned or controlled by one or more citizens of a foreign country included in
the list of countries that discriminate against U. S. firms published by the Office of the
United States Trade Representative (USTR);
b. has not knowingly entered into any contract or subcontract for this project with a
person that is a citizen or national of a foreign country on said list, or is owned or
Page H-3
11/23/2011
controlled directly or indirectly by one or more citizens or nationals of a foreign
country on said list;
has not procured any product nor subcontracted for the supply of any product for use
on the project that is produced in a foreign country on said list.
Unless the restrictions of this clause are waived by the Secretary of Transportation in
accordance with 49 CFR 30.17, no contract shall be awarded to a contractor or subcontractor
who is unable to certify to the above. If the contractor knowingly procures or subcontracts
for the supply of any product or service of a foreign country on said list for use on the
project, the Federal funding agency may direct through the OWNER cancellation of the
contract at no cost to the Government.
Further, the contractor agrees that, if awarded a contract resulting from this solicitation, it
will incorporate this provision for certification without modification in each contract and in
all lower tier subcontracts. The contractor may rely on the certification of a prospective
subcontractor unless it has knowledge that the certification is erroneous.
The contractor shall provide immediate written notice to the OWNER if the contractor
learns that its certification or that of a subcontractor was erroneous when submitted or has
become erroneous by reason of changed circumstances. The subcontractor agrees to provide
written notice to the contractor if at any time it learns that its certification was erroneous by
reason of changed circumstances.
This certification is a material representation of fact upon which reliance was
placed when making the award. If it is later determined that the contractor or
subcontractor knowingly rendered an erroneous certification, the Federal
funding agency may direct through the OWNER cancellation of the contract
or subcontract for default at no cost to the Government.
Nothing contained in the foregoing shall be construed to require establishment of a system of
records in order to render, in good faith, the certification required by this provision. The
knowledge and information of a contractor is not required to exceed that which is normally
possessed by a prudent person in the ordinary course of business dealings.
This certification concerns a matter within the jurisdiction of an agency of the United States
of America and the making of a false, fictitious, or fraudulent certification may render the
maker subject to prosecution under Title 18, United States Code, Section 1001.
G. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY
AND VOLUNTARY EXCLUSION
The bidder/offeror certifies, by submission of this proposal or acceptance of this contract,
that neither it nor its principals is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction by any
Page H-4
11/23/2011
Federal department or agency. It further agrees by submitting this proposal that it will
include this clause without modification in all lower tier transactions, solicitations, proposals,
contracts, and subcontracts. Where the bidder/offeror/contractor or any lower tier participant
is unable to certify to this statement, it shall attach an explanation to this
solicitation/proposal.
H. AIRPORT AND AIRWAY IMPROVEMENT ACT OF 1982, SECTION 520 -
GENERAL CIVIL RIGHTS PROVISIONS
The contractor assures that it will comply with pertinent statutes, Executive orders and such
riles as are promulgated to assure that no person shall, on the grounds of race, creed, color,
national origin, sex, age, or handicap be excluded from participating in any activity
conducted with or benefiting from Federal assistance. This provision obligates the
tenant/concessionaire/lessee or its transferee for the period during which Federal assistance is
extended to the airport a program, except where Federal assistance is to provide, or is in the
form of personal property or real property or interest therein or strictures or improvements
thereon. In these cases the provision obligates the party or any transferee for the longer of
the following periods: (a) the period during which the property is used by the airport sponsor
or any transferee for a purpose for which Federal assistance is extended, or for another
purpose involving the provision of similar services or benefits or (b) the period during which
the airport sponsor or any transferee retains ownership or possession of the property. In the
case of contractors, this provision binds the contractors from the bid solicitation period
through the completion of the contract. This provision is in addition to that required of Title
VI of the Civil Rights Act of 1964.
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Page H-5
11/23/2011
EXHIBIT I
WORKERS' COMPENSATION
INSURANCE REQUIREMENTS
Prior to the commencement of work governed by this Agreement, the Consultant shall obtain
Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440.
In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than:
$1,000,000 Bodily Injury by Accident
$1,000,000 Bodily Injury by Disease, policy limits
$1,000,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the Agreement.
Coverage shall be provided by a company or companies authorized to transact business in the State
of Florida and the company or companies must maintain a minimum rating of A -VI, as assigned by
the A.M. Best Company.
If the Consultant has been approved by Florida's Department of Labor, as an authorized self -insurer,
the County shall recognize and honor the Contractor's status. The Consultant may be required to
submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance,
providing details on the Contractor's Excess Insurance Program.
If the Consultant participates in a self-insurance fund, a Certificate of Insurance will be required. In
addition, the Consultant may be required to submit updated financial statements from the fund upon
request from the County.
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Page I-1
11/23/2011
EXHIBIT J
GENERAL LIABILITY
INSURANCE REQUIREMENTS
Prior to the commencement of work governed by this Agreement, the Consultant shall obtain
General Liability Insurance. Coverage shall be maintained throughout the life of the contract and
include, as a minimum:
• Premises Operations
• Products and Completed Operations
• Blanket Contractual Liability
• Personal Injury Liability
• Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per Person
$1,000,000 per Occurrence
$ 100,000 Property Damage
An Occurrence 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 a minimum of twelve (12)
months following the acceptance of work by the County.
The Monroe County Board of County Commissioners shall be named as Additional Insured on all
policies issued to satisfy the above requirements.
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Page J-1
11 /23/2011
EXHIBIT K
VEHICLE LIABILITY
INSURANCE REQUIREMENTS
Recognizing that the work governed by this Agreement requires the use of vehicles, the Consultant,
prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be
maintained throughout the life of the contract and include, as a minimum, liability coverage for:
• Owned, Non -Owned, and Hired Vehicles
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$500,000 per Person
$1,000,000 per Occurrence
$100,000 Property Damage
The Monroe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements.
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Page K-1
11 /23/2011
EXHIBIT L
ARCHITECTS ERRORS AND OMISSIONS LIABILITY
(1996 Edition)
INSURANCE REQUIREMENTS
Recognizing that the work governed by this Agreement involves the furnishing of architectural
services, the Consultant, prior to the commencement of work, shall purchase and maintain,
throughout the life of the agreement, Architects Errors and Omissions Liability Insurance which will
respond to damages resulting from any claim arising out of the performance of professional services
or any error or omission of the consultant arising out of work governed by this agreement. This
insurance shall be maintained in force for a period of two years after the date of Substantial
Completion of any project governed by this agreement.
The minimum limits of liability shall be:
$1,000,000 pre occurrence/$2,000,000 aggregate
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Page L-1
11/23/2011
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Pearson -April
From: Kistler, Mark <MKistler@lpagroup.com>
Sent: Monday, April 16, 2012 10:48 AM
To: Pearson -April
Cc: Dabkowski, Gerald A; Horton -Peter; Mercado -Pedro
Subject: FW: Master Agreement
Attachments: Consultant Agreement 2012 - LPA Master Agreement - FINAL 4-16-12.pdf
April — here is the revised file, as requested. One item to note, the TOC that you forwarded did not match the last TOC
that we had sent to the County in January, as we had modified it to include Exhibit M. We also had modified Page 2 of
the Contract (Signature Page) to include Exhibit M as well. As we did not see Page 2 in your email below, please use the
attached file in its entirety to ensure that all references are correct. Thank you and we look forward to working with the
County.
Mark Kistler, PE
Assistant Vice -President
THE LPA GROUP INCORPORATED
A Unit of Michael Baker Corporation
4503 Woodland Corporate Blvd, Ste 400
Tampa, FL 33614
Tel: 813 889-3892 (Office)
(813) 889-3893 (Fax)
(813) 579-8346 (Cell)
www.mbakercorp.com
From: Dabkowski, Gerald A
Sent: Monday, April 16, 2012 9:50 AM
To: Kistler, Mark
Subject: FW: Master Agreement
From: Pearson -April fmailto:Pearson-ADril@monroecounty-fl.govl
Sent: Friday, April 13, 2012 8:04 PM
To: Dabkowski, Gerald A
Cc: Mercado -Pedro; Horton -Peter
Subject: Master Agreement
Hi Jerry,
It was very nice seeing you again today.
As per our conversation today, we will need to have some minor changes made to the master agreement so that the
BOCC can ratify it and make it'official' at their May 161" meeting.
It appears that all we actually need from LPA is a revised table of contents page, correcting the page numbers for Exhibit
F from 7-1 to F-5" to 7-1 to F-13" and then adding a line at the bottom showing "Exhibit M — Consultant's Rate Schedule
...... M-1". Ironically, all the 'missing' pages are actually included in the agreement — it's just the table of contents that
needs revised.
I have attached a scan of the incorrect table just for your reference.
If you have any questions or need anything else, please feel free to let me know.
Sincerely,
April Pearson
Key West International Airport
305-809-5204