Okaloosa County BOCC — October 21, 2014 — TRILLION CONTRACT — reading text

AGREEMENT FOR AIRPORT MANAGEMENT CONSULTING SERVICES between the OKALOOSA COUNTY BOARD OF COUNTY COMMISSIONERS and TRILLION Avy, LLC This Agreement for Airport Management Consulting Services ("Agreement") is made and entered into as of the day of. , 2014 by and between the Okaloosa County Board of Commissioners, a political subdivision existing under and by virtue of the laws of the State of Florida, with a business address at 101 East James Lee Boulevard, Crestview, Florida 32536 ("COUNTY"), and Trillion Av, LLC, a Texas Limited Liability Company with a business address at 4301 W. William Cannon Dr., Austin, Texas 78749 ("CONSULTANT"). WITNESSETH: WHEREAS, the COUNTY desires to employ the services of the CONSULTANT to provide professional airport management consulting services for the Okaloosa County Airports System; and WHEREAS, the CONSULTANT has stated that it is qualified, willing and able to perform the said services required on the terms and conditions hereinafter set forth; and WHEREAS, the COUNTY has given public notice of the professional airport management consulting services to be considered and provided pursuant to this Agreement; and WHEREAS, the selection of the CONSULTANT has been made in accordance with the provisions of the Competitive Negotiation Act, Section 287.055, Florida Statutes, and County policy; and NOW, THEREFORE, in consideration of the mutual premises and covenants herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE 1 - SERVICES The CONSULTANT'S obligation under this Agreement is to provide airport management consulting services for the COUNTY for the Okaloosa County Airports System in accordance with the provisions of Article | and other terms of this Agreement. Services of the CONSULTANT shall be under the general direction of the COUNTY Airports Director or his or her designee, who shall act as the COUNTY'S representative during the performance of this Agreement. The COUNTY will authorize the CONSULTANT to proceed on a Task Order/Scope of Services basis that will be negotiated for each project. Said Task Order/Scope of Services shall be in such format as is established by COUNTY. Each Task Order/Scope of Services will be consecutively numbered and be of sufficient detail to assure a complete project. The COUNTY makes no guarantee as to the amount or type of projects that will be assigned. Projects will be assigned at the sole discretion of the COUNTY. No work will commence until a fully executed Task Order is received by the CONSULTANT. The scope of services assigned under any Task Order may include but is not limited to any of the services delineated on Exhibit A attached to this Agreement. ARTICLE 2 - SCHEDULE Term of Agreement. This Agreement will become effective upon execution by the COUNTY and will expire three (3) years from the date of execution. This Agreement may be renewed for two (2) additional one-year periods upon signed agreement by both parties prior to the expiration of the term then in effect. The CONSULTANT shall commence services upon approval of the Task Order/Scope of Services and complete all services as provided by the Task Order/Scope of Services and prior to the initial termination date or any extension of renewal hereof. ARTICLE 3 - CHANGES COUNTY may make or approve changes within the Task Order/ Scope of Services. If such changes affect CONSULTANT'S cost of or time for performance of the Services, an adjustment may be negotiated and will be made through an amendment to the affected Task Order/Scope of Services. ARTICLE 4 - PAYMENTS TO CONSULTANT The COUNTY shall pay the CONSULTANT for services satisfactorily performed at the amount indicated in each Task Order/Scope of Services attached to this Agreement, which includes all direct charges, indirect charges and reimbursable expenses, if any. The CONSULTANT will base its charges on the Schedule of Fees attached as Exhibit B or alternatively pursuant to any lump sum fee established under any Task Order. The CONSULTANT will bill the COUNTY monthly as work progresses. COUNTY shall give notice of invoiced sums which it may reasonably dispute or contest. Invoices will, at minimum, be numbered sequentially and specify the time period for charges, the work performed, the amount requested for that invoice and a total amount paid to date and budget remaining. Invoices received from the CONSULTANT pursuant to this Agreement will be reviewed and approved by the Airports Director or his/her designee, indicating the services have been rendered in conformity with the Agreement, then will be sent to the Purchasing Manager, Contracts and Grants Manager, and/or to the County Manager, in conformance with the County Purchasing Policy, for approval. They then will be sent to the Finance Department for payment. The invoice must reference the Task Order/Scope of Services number, the current purchase order number (if any), specify the time period the invoice covers, and provide a narrative describing the work performed. In order for both parties herein to close their books and records, the CONSULTANT shall clearly state "Final Invoice" on the CONSULTANT'S final/last task order invoice to the COUNTY. This shall indicate that contracted services have been performed and all charges and costs have been invoiced to the COUNTY. This invoice shall close the Task Order to future billings and future charges shall be waived by CONSULTANT. CONSULTANT shall deliver to the COUNTY for approval and acceptance, and before being eligible for final payment of any amounts due, all documents and materials required by the respective Task Order. The compensation for Services to be defined in each Task Order/Scope of Services for each assignment to this Agreement will be based on either a lump sum amount or on time and materials NOT TO EXCEED basis based on the CONSULTANT'S Schedule of Fees, included as Exhibit B, for the actual time worked on the task. CONSULTANT also will be compensated for subcontracts and outside services incurred for the task, no mark up for these services will be allowed. ARTICLE 5 - MODIFICATIONS TO AGREEMENT The COUNTY reserves the right to make changes in the work, including alterations, reductions therein or additions thereto. Upon receipt by the CONSULTANT of the County's notification of a contemplated change, the CONSULTANT shall (1) if requested by the COUNTY, provide an estimate for the increase or decrease in cost due to the contemplated change, (2) notify the COUNTY of any estimated change in the completion date, and (3) advise the COUNTY in writing if the contemplated change shall affect the CONSULTANT's ability to meet the completion dates or schedules established by this Agreement or the original Task Order/Scope of Services. If the COUNTY so instructs in writing, the CONSULTANT shall suspend work on that portion of the work affected by the contemplated change, pending the COUNTY's decision to proceed with the change. If the COUNTY elects to make the change, the COUNTY shall issue an amendment or change order to the involved Task Order and the CONSULTANT shall not commence work on any such change until such written amendment or change to the Task Order has been issued and signed by each of the parties. ARTICLE 6 - DISPUTES If a dispute or complaint arises concerning this Agreement, CONSULTANT and COUNTY agree that they will use their best efforts to negotiate a resolution of the dispute, if no mutually satisfactory resolution can be reached then the dispute or complaint will be submitted to a mutually agreeable neutral mediator, as a condition precedent to litigation or other remedies provided by law. The cost of the mediator shall be apportioned equally between the parties. ARTICLE 7 - EXCUSABLE DELAYS COUNTY may order the CONSULTANT to suspend, delay, or interrupt all or any part of the CONSULTANT's services under any Task Order/Scope of Services for such period of time as COUNTY may determine to be appropriate for the convenience of the COUNTY. If the performance of all or any part of the CONSULTANT's services is suspended, delayed, or interrupted for the convenience of COUNTY, the Task Order/Scope of Services will be modified in writing accordingly. The CONSULTANT shall not be considered in default by reason of any failure in performance if such failure arises out of causes reasonably beyond the CONSULTANT'S control and without its fault or negligence. Such causes may include, but are not limited to: Acts of God, the COUNTY's omissive or commissive failures; natural and public health emergencies, labor disputes; freight embargoes; and severe weather conditions. If the failure to perform is caused by the failure of the CONSULTANT'S subcontractor(s) and is without the fault or negligence of either of them, the CONSULTANT shall not be deemed to be in default. Upon the CONSULTANT'S request, the COUNTY shall consider the facts and extent of any failure to perform the work and, if the CONSULTANT'S failure to perform was without its fault or negligence, any affected provision of this Agreement shall be revised accordingly; subject to the COUNTY'S right to change, terminate, or stop any or all of the work at any time. In the event delays to the Task Order/Scope of Services work is encountered for any reason, the parties agree to undertake reasonable steps to mitigate the effect of such delays. ARTICLE 8 -TERMINATION OF AGREEMENT This Agreement may be terminated by the CONSULTANT on 30 calendar days prior written notice to the COUNTY in the event of substantial failure by the COUNTY to perform in accordance with the terms hereof through no fault of the CONSULTANT. It may also be terminated by the COUNTY, with or without cause, immediately upon written notice to the CONSULTANT. In the event that this Agreement is terminated by either the COUNTY or the CONSULTANT, the CONSULTANT shall be compensated for all services satisfactorily performed to the date of termination. Such compensation shall be based on the arrangement set forth in each Task Order/Scope of Services, unless otherwise agreed. After receipt of a termination notice and except as otherwise directed by the COUNTY the CONSULTANT shall: a. Stop work on the date and to the extent specified. b. | Terminate and settle all orders and subcontracts relating to the performance of the terminated work. c. Transfer all work in process, completed work, and other material related to the terminated work to the COUNTY. d. Continue and complete all parts of the work that have not been terminated. ARTICLE 9 - PERSONNEL All of the services required herein under shall be performed by the CONSULTANT or under its supervision, and all personnel engaged in performing the services shall be fully qualified and, if required, authorized or permitted under state and local law to perform such services. The standard of care applicable to CONSULTANT'S services will be the degree of skill and diligence normally employed by professional consultants performing the same or similar services at the time said services are performed. CONSULTANT will re-perform any services not meeting this standard without additional compensation. CONSULTANT represents that it has or will secure at its own expense all necessary personnel and equipment required to perform the services required by Task Orders/Scope of Services to this Agreement. Such personnel shall not be employees of, or have a contractual relationship with the COUNTY. CONSULTANT shall be solely responsible for adequate management and supervision of its employees, agents, and its subcontractors, the means, methods and techniques of performing its services and the technical accuracy and adequacy of reports of analysis and other deliverables required under the Task Order/Scope of Services and this Agreement. CONSULTANT warrants that it