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02/16/2005 MON~OE COllNTY CONT~CT FQR PROFE311QNAL SgRVlCU STOCK ISLAND/KEY HAVEN US-1 CORRIDOR ENHANCEMENT PLAN l...l . THIS CONTRACT is made and entered into this 1 (g - day of tci>ru.aDL, 2005, by MONROE COUNTY, a political subdivision of the State of Florida, whose-address IS the Marathon Government Center, 2798 Overseas Highway, Marathon, Florida 33050, hereafter the CLIENT, and The Corradino Group Inc. 4055 NW 97th Ave. Miami, FL 33178, hereafter CONSULTANT. Section 1. SCOPE OF SERVICES. The CONSULTANT shall do, perform and carry out in a professional and proper manner certain duties as described in the Scope of Services - exhibit "A" - which is attached hereto and made a part of this agreement. Section 2. CLIENT'S RESPONSIBILITIES. 2.1 Provide all best available data and base maps as to the CLIENT's requirements for Work Assignments. Designate in writing a person with authority to act on the CLIENTs behalf on all matters concerning the Work Assignment. 2.2 Furnish to the CONSULTANT all existing plans, studies, reports, and other available data pertinent to the work, and obtain or provide additional reports and data as required by the CONSULTANT. The CONSULTANT shall be entitled to use and rely upon such information and services provided by the CLIENT or others in performing the CONSULTANT's services. 2.3 Arrange for access to and make all provisions for the CONSULTANT to enter upon public and private property as reasonably required, and legally allowed, for the CONSUL T ANT to perform services hereunder. Any obstruction to such access by private property owners shall not constitute a basis for waiver of any other required entries on to public and private property, nor shall it provide a basis for termination of the contract. In the event that such access is so obstructed, CONSULTANT and CLIENT shall work together to resolve the difficulty in a timely manner. 2.4 Perform such other functions as are indicated in Exhibit "A". Section 3. TIME OF COMPLETION. The services to be rendered by the CONSULTANT for each individual work order request shall be commenced upon written notice from the CLIENT and the work shall be completed in accordance with the schedule mutually agreed to by the CLIENT and 1 of 19 CONSULTANT, unless it shall be modified in a signed document, by the mutual consent of the CLIENT and CONSULTANT. Subsequent services shall be performed in accordance with schedules of performance which shall be mutually agreed to by CLIENT and CONSULTANT. This contract will commence on March 1, 2005 and extend to February 28, 2006 unless terminated earlier pursuant to Section 6 of this contract. Section 4. COMPENSATION. 4.1 The maximum compensation available to the CONSULTANT under this agreement is J49.950.00. The CLIENT agrees to pay the CONSULTANT according to the percentages of completion of each deliverable in -Exhibit" A"- based on progress reports and other documentation to show the hours expended by each of the consultant's staff and the reimbursable expenses as appropriately documented until each deliverable is fully completed. Should there be any reimbursable expense request and should there be any disagreement on these, any disagreement regarding which items are reimbursable shall be submitted to the County Clerk for determination and whose decision shall be final. 4.2 The hourly billing rates of the CONSULTANT, expected to include virtually all costs including travel, used in calculating the compensation due are in Exhibit "8": Section 5. PAYMENT TO CONSULTANT. 5.1 Any request for payment must be in a form satisfactory to the County Clerk (Clerk). The request must describe in detail the services performed and the payment amount requested. The CONSULTANT must submit request for payment and progress reports to the Client Project Manager, who reviews the request, Client Project Manager shall note their approval on the request and forward it to the Clerk for payment. If request for payment is not approved, the Project Manager must inform the CONSULTANT in a writing that must include an explanation of the deficiency that caused the disapproval of the request. 5.2 When Clerk receives a request for payment, the Clerk shall pay the request in the amount approved by the Client Project Manager pursuant to the Prompt Payment Act. 5.3 CONSULTANT shall submit invoices with progress report of activities on a monthly or otherwise regular basis until the work under this agreement is completed. 5.4 If the CLIENT fails to make any payment due to the CONSULTANT for services and expenses within forty-five (45) days after the invoice dates, the 2 of 19 CONSULTANT may, after giving seven (7) days written notice to the CLIENT, suspend services until the CONSULTANT has been paid in full all amounts due for services. 5.5 Payment under this contract is contingent upon annual appropriation by Monroe County. Section 6. CONTRACT TERMINATION. Either party may terminate this Contract because of the failure of the other party to perform its obligations under the Contract. If the CLIENT terminates this Contract because of the CONSUL TANTsfailure to perform, then the CLIENT must pay the CONSULTANT the amount due for all work satisfactorily completed as determined by the CLIENT up to the date of the CONSULTANTs failure to perform but minus any damages the CLIENT suffered as a result of the CONSULTANT's failure to perform. The damage amount must be reduced by the amount saved by the CLIENT as a result of the Contract termination. Section 7. AUTHORIZATION OF WORK ASSIGNMENTS. 7.1 All work assignments beyond or in addition to EXHIBIT "A" shall be authorized in a signed document in accordance with the CLIENTs policy prior to any work being conducted by the CONSULTANT. 7.2 Additional authorizations may contain additional instructions or provisions specific to the authorized work for the purpose of clarifying certain aspects of this Agreement pertinent to the work to be undertaken. Such supplemental instruction or provisions shall not be construed as a modification of this Agreement. Authorizations shall be dated and serially numbered. 7.3 The CONSULTANT shall not assign, sublet or transfer any rights under or interest in (including, but without limitations, moneys that may become due or moneys that are due) this agreement or subsequent Work Assignment without the written consent of the CLIENT, except to the extent that any assignment, subletting, or transfer is mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to any assignment, no assignment will release or discharge the assignor from any duty or responsibility under this agreement. Section 8. NOTICES. AU notices, requests and authorizations provided for herein shall be in a signed document and shall be delivered or mailed to the addresses as follows: To the CLIENT: Monroe County Board of County Commissioners 3 of 19 c/o Monroe County Growth Management Division 2798 Overseas Highway, Suite 410 Marathon. Florida 33050 Attention: Division Director To the CONSULTANT: Mike Ciscar, PE, Principal-in-Charge The Corradino Group, Inc. 4055 NW 97th Ave. Miami. FL 33178 or addressed to either party at such other addresses as such party shall hereinafter furnish to the other party in writing. Each such notice, request, or authorization shall be deemed to have been duly given when so delivered, or, if mailed, when deposited in the mails, registered, postage paid. Section 9. RECORDS. CONSULTANT shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the CLIENT or Clerk determines that monies paid to CONSULTANT pursuant to this Agreement were spent for purposes not authorized by this Agreement, the CONSUL T ANT shall repay the monies together with interest calculated pursuant to Sec. 55.03. FS, running from the date the monies were paid to CONSULTANT. 9.1 If the amount owed by the CONSULTANT to the CLIENT is not enough to compensate the CLIENT, then the CONSULTANT is liable for any additional amount necessary to adequately compensate the CLIENT up to the amount of the Contract price. Section 10. EMPLOYEES SUBJECT TO MONROE COUNTY CODE SECTIONS 2- 527 TO SECTIONS 2-533. The CONSUL T ANT warrants that it has not employed, retained, or otherwise had act on its behalf any former county officer or employee subject to the prohibition of Section 2 of Ordinance No. 10-1990 or any county officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the county may, in its discretion terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price. or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. 4 of 19 Section 11. CONVICTED VENDOR. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not perform work as a CONSULTANT, supplier, subconsultant, or CONSULTANT under contract with any public entity, and may not transact business with any public entity in excess of the purchasing threshold amount provided in Section 287.017 of the Florida Statutes, for the Category two for a period of 36 months from the date of being placed on convicted vendor list. Section 12. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the CLIENT and CONSULTANT agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The CLIENT and CONSULTANT agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding, subject to the requirement of Section 17. Section 13. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The CLIENT and CONSUL T ANT agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. Section 14. ATTORNEY'S FEES AND COSTS. The CLIENT and CONSULTANT agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to 5 of 19 reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Section 15. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the CLIENT and CONSULTANT and their respective legal representatives, successors, and assigns. Section 16. 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. Section 17. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. The CLIENT and CONSULTANT agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. Section 18. COOPERATION. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, CLIENT and CONSULTANT agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. CLIENT and CONSULTANT specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. Section 19. NONDISCRIMINATION. CLIENT and CONSULTANT agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the 6 of 19 court order. CLIENT or CONSULTANT agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 69Odd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Article VI prohibitions against discrimination based on race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Section 20. COVENANT OF NO INTEREST. CLIENT and CONSULTANT covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that the only interest of each is to perform and receive benefits as recited in this Agreement. Section 21. CODE OF ETHICS. CLIENT agrees that officers and employees of the CLIENT 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. Section 22. NO SOLICITATION/PAYMENT. The CLIENT and CONSULTANT warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee 7 of 19 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 CLIENT 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. Section 23. PUBLIC ACCESS. The CLIENT and CONSULTANT shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the CLIENT and CONSULTANT in conjunction with this Agreement; and the CLIENT shall have the right to unilaterally cancel this Agreement upon violation of this provision by CONSULTANT. Section 24. NON-WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CLIENT and the CONSULTANT in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the CLIENT be required to contain any provision for waiver. Section 26. 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 CLIENT, 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. Section 26. lEGAL OBLlGAnONS AND RESPONSlBlLlnES NON-DElEGAnON OF CONSTITUnONAl OR STATUTORY DUnES. 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 statutes, and case law. 8 of 19 Section 27. NON-RELIANCE BY NON-PARnES. 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 CLIENT and the CONSULTANT agree that neither the CLIENT 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. Section 28. A TTESTA nONS. CONSULTANT agrees to execute such documents as the CLIENT may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug- Free Workplace Statement. Section 29. NO PERSONAL UABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. Section 30. 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 shalt constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Section 31. SECnON HEADINGS. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. Section 32. INSURANCE POLICIES. 32.1 General Insurance Requirements for Other Contractors and Subcontractors 9 of 19 As a pre-requisite of the work governed, or the goods supplied under this contract (including the pre-staging of personnel and material), the CONSULTANT shall obtain, at hislher own expense, insurance as specified in any attached schedules, which are made part of this contract. The CONSULTANT will ensure that the insurance obtained will extend protection to all Subconsultants engaged by the CONSULTANT. As an alternative, the CONSULTANT may require all Subconsultants to obtain insurance consistent with the attached schedules. The CONSULTANT will not be permitted to commence work governed by this contract (including pre-staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the CLIENT as specified below. Delays in the commencement of work, resulting from the failure of the CONSUL T ANT to provide satisfactory evidence of the required insurance, shall not extend deadlines specified in this contract 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 deadlines specified in this contract 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 CLIENT, as satisfactory evidence of the required insurance, either: . Certificate of Insurance or . A Certified copy of the actual insurance policy. The CLIENT, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. 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 CLIENT 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 contract or imposed by law. The Monroe County Board of County 10 of 19 Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation. Any deviations from this 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. 32.2 INSURANCE REQUIREMENTS. Prior to the commencement of work governed by this contrad, the CONSULTANT shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: . Premises Operations . Bodily Injury Liability . Expanded Definition of Property Damage The minimum limits acceptable shall be: $500,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $250,000 per Person $500,000 per Occurrence $ 50,000 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. 32.3 VEHICLE LIABILITY INSURANCE REQUIREMENTS. Recognizing that the work governed by this contract 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 11 of19 The minimum limits acceptable shall be: $300,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $100,000 per Person $300,000 per Occurrence $50,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. 32.4 WORKERS' COMPENSATION INSURANCE REQUIREMENTS Prior to the commencement of work governed by this contract, the CONSUL T ANT shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable state statues. In addition, the CONSUL T ANT shall obtain Employers' Liability Insurance with limits of not less than: $500,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $500,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If the CONSULTANT has been approved by the Florida's Department of Labor, as an authorized self-insurer, the CLIENT shall recognize and honor the CONSULT ANrS 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 CONSUL TANrS 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. 32.5 ENGINEERS ERRORS AND OMISSIONS LIABILITY INSURANCE REQUIREMENTS 12 of 19 Recognizing that work governed by this contract could include furnishing of engineering services, the CONSULTANT shall maintain, throughout the life of the Agreement, Engineers Errors and Omissions liability Insurance which will respond to damages resulting from any claim arising out of performance of professional services or any error or omission of CONSULTANT arising out of work governed by this Agreement. The insurance shall be maintained in force for a period of two years after the date of Completion of the Services set forth in Section 3. The minimum limits of liability shall be $250,000 per Occurrence/$500,OOO Aggregate. Section 33. INDEMNIFY/HOLD HARMLESS. The CONSULTANT does hereby consent and agree to indemnify and hold harmless the County, its Mayor, the Board of County Commissioners, appointed Boards and Commissions, Officers, and the Employees, and any other agents, individually and collectively, from all fines, suits, claims, demands, actions, costs, obligations, attorneys fees, or liability of any kind arising out of the sole negligent actions of the CONSULTANT or substantial and unnecessary delay caused by the willful nonperformance of the CONSULTANT. CONSULTANT shall be solely responsible and answerable for any and all accidents or injuries to persons or property arising out of its performance of this contract. The amount and type of insurance coverage requirements set forth hereunder shall in no way be construed as limiting the scope of indemnity set forth in this paragraph. The CLIENT does hereby covenant and agree to indemnify and save harmless the CONSULTANT from any fines, suits, claims, demands, actions, costs obligations, attorney fees, or liability of any kind resulting from a negligent act or omission by the County, its Mayor, the Board of County Commissioners, appointed Boards and Commissions, Officers, and the Employees, and any other agents individually and collectively under the provisions and up to the limits of liability as stated in Section 768.28 F.S. Further the CONSULTANT agrees to defend and pay all legal costs attendant to acts attributable to the sole negligent act of the CONSULTANT. At all times and for all purposes hereunder, the CONSULTANT is an independent contractor and not an employee of the Board of County Commissioners. No statement contained in this agreement shall be construed so as to find the CONSULTANT or any of hislher employees, contractors, servants or agents to be employees of the Board of County Commissioners for Monroe County. As an independent contractor the CONSULTANT shall provide independent, professional judgment and comply with all federal, state, and local statutes, ordinances, rules and regulations applicable to the services to be provided. The CONSUL T ANT shall be responsible for the completeness and accuracy of its work, plan, supporting data, and other documents prepared or compiled under its obligation for this project, and shall correct at its expense all significant errors or omissions therein which may be disclosed. The cost of the work necessary to correct those errors attributable to the CONSULTANT and any damage incurred by the CLIENT as a result 13 of 19 of additional costs caused by such errors shall be chargeable to the CONSULTANT. This provision shall not apply to any maps, official records, contracts, or other data that may be provided by the County or other public or semi-public agencies. The CONSULTANT agrees that no charges or claims for damages shall be made by it for any delays or hindrances attributable to the CLIENT during the progress of any portion of the services specified in this contract. Such delays or hindrances, if any, shall be compensated for by the County by an extension of time for a reasonable period for the CONSULTANT to complete the work schedule. Such an agreement shall be made between the parties. IN WITNESS WHEREOF each party hereto has caused this Agreement to be executed by its duly authorized representative. (SEAL) AttestOANNY L. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA BG~ De uty Clerk By .i))u >n ~ Mayor/Chairman ~ IXle.. Ii-, 5p8har (CORPORATE SEAL) Attest: The Corradino Group, Inc. C:- -~ .- .''';~ By B~)~j~ . . Title Title v-f, ()f Snl,l/~~ <J- fJ~,,4/.,--1 ~ 14 of 19 EXHIBIT" A" SCOPE OF SERVICES AND DELIVERABLES The objective of this study is to develop a Corridor Enhancement Plan of the Stock Island/Key Haven US-1 Corridor, beginning at approximately Mile Marker 6 and ending at Mile Marker 4.2 (east end of Cow Key Bridge). The Project Team will produce a Corridor Enhancement Plan that will identify and analyze existing design conditions and formulate a vision for a corridor enhancement plan that is based on community and agency consensus. This effort will be accomplished with public input via a Public Charrette and Public Meeting. The entire study will be performed in coordination with other studies in the project area, including the Monroe County Livable Community Keys Plan, and the Florida Keys Overseas Heritage Trail Master Plan. The scope of services for this study are detailed in the 5 Tasks identified below. Task 1: Corridor Assessment and Desion Inventorv At the beginning of this study, the Corradino Project Manager will work with the County's Project Manager to prepare a project work schedule. Throughout the course of this study, the Corradino Project Manager will remain in constant contact with the County's Project Manager to assess the progress of the study. After the project work schedule has been established, the Project Team will initiate a Corridor Assessment and Design Inventory that will address at the minimum the following issues: 1. Identify distinguishing traits, land uses and roadway characteristics of the corridor; 2. Identify other corridor features such as lane width, traffic signals, driveway access, right-of-way (right-of-way information to be provided by the County), bike-pedestrian amenities, existing natural features and other landscaping. The Project Team will organize and conduct an on-site "Kick-Off' assessment to perform a thorough existing conditions review of the project corridor. Prior to this assessment, the Project Team will coordinate with the County's Project Manager to collect relevant data pertaining to the corridor, including: traffic data, corridor right-of- way, environmental studies, aerial photographs, building setback, zoning and land use requirements, above ground utility information, mature tree locations, existing digital surveys and any other relevant data. During the "Kick-Off assessment, the Project Team will examine existing conditions along the corridor to understand the prevailing corridor constraints and opportunities. 15 of 19 In addition to the above data requirements, the Project Team will work with the County to collect, to the full extent possible, the following information from appropriate agencies: 1. SchedulelMap of Known/Proposed Development 2. Map of Ecologically Sensitive or Protected Areas 3. Areas of Historic and Cultural Significance 4. Pedestrian and/or bicycle studies within the past 5 years 5. Latest hurricane evacuation studies 6. PM peak hour traffic counts for the following side streets: To Be Determined During On-Site Kick-Off Meeting 7. Turning movement counts for Overseas Highway intersections for the following movements: To Be Determined During On-Site Kick-Off Meeting 8. Plans for roadway improvements in the area; particularly along Overseas Highway and at other locations identified during the on-site Kick-Off meeting 9. All other relevant studies associated with the development of this corridor Task 1 ~live...,le Based on a review of all data collected and a detailed inventory and analysis of the project corridor, the Project Team will produce a Design Inventory Report for the County's review. The report will include the following: 1. Identify distinguishing traits, land use characteristics and roadway conditions; 2. Identify current corridor features including lane width, right-of-way, bike- pedestrian amenities, existing natural and landscaping features; 3. Initial recommendations regarding opportunities for capacity improvements. :rask ~: Public Charrette/Conceptual Desian Alternative The Project Team will conduct a Public Charrette with the main goal to identify and gain consensus for a community vision that can be represented along the corridor. The Charrette will consist of a one (1) day work session, preferably in a location within or in close proximity to the project Study Area. In order to perform effective community outreach and make sure that all interest groups and stakeholders are fully and adequately involved and represented in this study, the Project Team will seek input from community groups who were not represented in the Public Charrette. Issues identified in Task 1 of this scope will be reviewed with the general public so that feasible design solutions can be discussed. The Project Team will facilitate internal work sessions to focus on developing a corridor enhancement plan that will represent the community vision that is both feasible and meets design standard criteria for the US-1 corridor. It is imperative that key Monroe County Growth Management Division, County Public Works, FOOT, FDEP, City of Key West and other public agencies as 16 of 19 applicable, be available throughout this one (1) day time period to participate in the dialogue and facilitate the decision-making process. The Charrette will be publicly advertised by the County. Any and/or all community outreach efforts to advertise the Charrette will be the sole responsibility of the County. Meeting location will be identified in joint effort with the Project Team and reserved by County staff. Task 2 Delivera~le The Project team will conduct a one (1) day public Charrette and produce a conceptual design alternative for the project corridor that represents agency and community consensus. All comments and opinions received during the course of the Charrette will be developed as a separate report, to be included as an appendix in the final report. Tas" 3: Draft Enhancement Report The Project Team will build upon the input received in Task 2 and prepare a draft corridor enhancement plan. The plan will be analyzed based on regulatory and design issues, community input and support, and opportunities and constraints associated with issues identified during Task 1 and Task 2 of this study. Task 3 D,liverable The Project Team will produce a draft enhancement plan for the project corridor to be submitted to the County's Project Manager for review. All comments and opinions received at the public meeting will be included as an appendix in the final report. Task 4: Public Presentation After the draft enhancement plan has been reviewed and accepted by the County's Project Manager, the Project Team will present the final draft enhancement plan to the public displaying all graphics and renderings prepared in Task 3 of the scope of services. The Project Team will present the study and address public input in order to develop a final corridor concept that is acceptable to the community, County, and other affected agencies. The Public Meeting will be publicly advertised by the County. Any and/or all community outreach efforts to advertise the Public Meeting will be the sole responsibility of the County. Meeting location and time will be identified in joint effort with the Project Team and reserved by County staff. Task 4 Deliverable The Project Team will present the final draft enhancement plan to the public displaying all graphics and renderings prepared in Task 3 of the scope of 17 of 19 services. The Project Team will address feedback from the public to the full extent possible in order to finalize the corridor enhancement plan. Task 5: Final Comprehensive Report After the completion of Task 4, the Project Team will produce a final corridor enhancement plan which will document the study process, development of the conceptual design alternative, results of the Public Charrette, feedback from the Public Meeting, and the overall enhancement plan of the U. S-1 Stock Island/Key Haven Corridor. After County staff approval and comments by the Planning Commission and the Board of County Commissioners, Corradino will provide three (3) color bound copies and a compact disk with the report in PDF format. Task 5 Delivera~le The Project Team will produce a final corridor enhancement plan which will document the study process as described above. Corradino will provide three (3) color bound copies and a compact disk with the report in PDF format. 18 of 19 EXHIBIT "B".. COMPENSATION SCHEDULE Consultants and Subconsultants Corradino Staff Principal-in-Charge Rate Project Manager Rate Senior Engineer Technician Rate Architect Rate/Hour $155 $135 $150 $85 $100 Sandra Walter ~taff Principal-in-Charge Rate Other Staff Rate/Hour $150 $70 Miller Leaa & Associates Principal Other Staff Rate/Hour $150 $70 19 of 19