Okaloosa County BOCC — August 5, 2014 — PlaneNoise Agreement 7-23-2014 — reading text

AGREEMENT This AGREEMENT is made and entered into this day of 2014, by and between THE BOARD OF COUNTY COMMISSIONERS OF OKALOOSA COUNTY, FLORIDA (herein the“County?), and PLANENOISE (herein the“Vendof?). In consideration of the Agreement hereinafter contained on the part of Vendor to be observed and performed, County hereby grants to Vendor for the term hereinafter specified, an Agreement to collect aircraft noise complaints at the Destin/Ft. Walton Beach Airport (KDTS) during the term of this Agreement. This Agreement is being granted in accordance with the following terms and provisions: 1. TERM: The Vendor will install the system and have the system operational in two weeks from the approval of the Agreement by all parties. The term of this Agreement shall be for a period of two (2) years commencing on August 1, 2014, and expiring on July 31, 2016 (herein the ‘License Terni’). Either party may terminate this Agreement with sixty (60) days written notice to the other. CONSIDERATION: The County will pay Vendor a onetime set up maintenance fee of TEN THOUSAND DOLLARS ($10,000.00) and a monthly fee of One Thousand Dollars ($1,000.00) payable at the end of each month during the term of this agreement. SCOPE OF WORK: The PlaneNoise Complaint Box will: a. Aautomatically collect aircraft noise complaints via a dedicated telephone ‘hotliné’ and online webform twenty four (24) hours a day. Generate automated complaint receipts. Store all received complaints. d. Analyze complaints in realtime by location, type of noise concern, distinct households, etc. Identify a given distinct household's complaints geocoded location. Generate active/dynamic GIS maps to accurately identify noise sensitive areas and trends. g. Provide noise complaint analysis and activity reports via a Web-based portal. . h. Provide simplified complaint tracking. i J oF ™ oO Generate customizable reports. Import/export data. INDEMNIFICATION OF COUNTY: COUNTY shall not be liable for any damage or injury to Vendor, or any other person, or to any property, occurring on the Airport or any part thereof, and Vendor agrees to hold County harmless and indemnify County, its employees, agents, officers and assigns and all other persons, firms or corporations liable or who might be claimed liable, from any causes of action or suits of any kind or nature whatsoever or other claims or demands for damages or injuries alleged to have occurred on the Airport or in any way affiliated with Vendor’s use of the Airport, no matter how caused and for all costs incurred in connection therewith (including, but not limited to, reasonable attorney’s fees and court costs). INSURANCE: Vendor, at Vendor’s expense, shall maintain professional liability insurance in an amount not less than $1,000,000.00. Vendor shall provide County with a Certificate of Insurance showing County as an additional insured. The Certificate shall provide for a thirty (30) day written notice to County in the event of cancellation or material change of coverage. To the maximum extent permitted by insurance policies which may be owned by County or Vendor, Vendor and County, for the benefit of each other, waive any and all rights of subrogation which might otherwise exist. . ENTIRE AGREEMENT/AMENDMENTS: The foregoing, including any and all exhibits hereto, constitutes the entire agreement between the parties and maybe modified only by a writing signed by all parties hereto. . AUTHORIZATION: Each person executing this Agreement represents and warrants that he/she has full authority to execute this Agreement on behalf of his or her respective party. (The remainder of this page intentionally left blank) IN WITNESS WHEREOF, each of the undersigned parties have executed this Agreement, on the day and year first above written. BOARD OF COUNTY COMMISSIONERS OKALOOSA COUNTY, FLORIDA CHARLES K. WINDES, JR. CHAIRMAN ATTEST: GARY J. STANFORD DEPUTY CLERK OF CIRCUIT COURT OKALOOSA COUNTY, FLORIDA yuk RIOBERT GROTELL PRESIDENT ATTESTS: WITNESS M4 0 Lepr Cory WATNES$/ vA ACKNOWLEDGMENT STATE OF Le MOU COUNTY OF _ Sottats Before me, the undersigned officer duly authorized to take acknowledgments in the COUNTY and STATE aforesaid, personally appeared ROBERT GROTELL who, under oath, deposes and says that he is authorized to execute contracts and lease agreements and that he executed the foregoing instrument for the uses and purposes contained therein. ca | Sworn and subscribed before me this ¢ ey of 4 j ( Kt | , 2014, AD. ak (VW Nanwdta. () NOJARY My commission expires: q 4[IO|u JENNIFER M MARINACC: Notary Public - State of New York NO. 01MA6268382 % Qualified in Suffotk C My Commission Expires Oe CONTRACT & LEASE INTERNAL COORDINATION SHEET i Contractor/Lessee Name: ene P05 é Contract/Lease Number: Tracking Number: /O / 0 ~ la Grant Funded: YES NO Se” Purpose_( zy {ond ange Aueslit Potaz C6 alle ks Date/Term: “] 3) “ { le Amount: ib Sy mene) 2 LJ GREATER THAN $25,000 a , Department: MN? . 3. [sk $25,000 oR Less Dept. Monitor Name CNaurne, / Menor 1. [| GREATER THAN $50,000 Document has been reviewed and includes any attachments or exhibits, Purchasing Review Procurement. fequirements are met: Lif fl / pe (2--2./ SLY nUhesng Oiecteo or Designee Siw } Kk LE Risk Management Review Approved as written: AMIE nail Date: Oh 3 of F Risk Manager or designee Cee Kx / soy ae ow County Attorney Review pproved as writteng~ =. Loy _ Neyo Date: ( D0 ~ | Y (c int ayoin = CHOW “ Mewes » lowing Okaloosa County approval: Contracts & Grants Document has been received: Date: Contracts & Grants Manager 4B De 4 /20)t4 —- i AL OR™ CERTIFICATE OF LIABILITY INSURANCE onan. GROTE-1 OP ID: CY THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. certificate holder in lieu of such endorsement(s). IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the PRODUCER Phone: 516-576-0400] x Keuec’ Janice Crowley be Want Antes Bout, Suite 400 Fax: 516-576-1177] PHONE, 516-306-8224 | FAX yo), 516-396-4836 Plainview, NY 11803 FM ss, jorowley @thebggroup.com INSURER(S) AFFORDING COVERAGE NAIC # insurer A: Evanston Insurance Company nsune> BBA: Planenoises INSURER B 690 Main Street INSURER C : Port Jefferson, NY 11777 INSURER D: INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICY EFF | POLICY EXP INSR DDL SUBR LTR TYPE OF INSURANCE ins wo POLICY NUMBER (MM/DD/VYYY)_|(MM/DD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ J DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ | CLAIMS-MADE [| OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY | $ GENERAL AGGREGATE $ oo GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG | $ 4 POLICY TRO. Loc $ | AUTOMOBILE LIABILITY COMBINED SINGLE LIM 5 1 ANY AUTO BODILY INJURY (Per person) | $ “| ALL OWNED SCHEDULED 7 ‘AUTOS AUTOS scone ae accident) | $ Y PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) § § UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ c peo |__| RETENTIONS $ : WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS’ LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXEGUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? [| N/A (Mandatory in NH) E.L, DISEASE - EAEMPLOYEE] $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT | $ A_ {Professional Liab MG840358 05/17/2014 | 05/17/2015 {Limit 1,000,000; Aggregate 1,000,000; DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER CANCELLATION Okaloosa County 602-C North Pearl Street Crestview, FL 32536 OKALCRE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE =) © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD GROTE-1 NOTE PAD INSURED's Name Grotell Consulting Inc. OP ID: CY PAGE 2 pate 07/03/14 important Notice: The New York State Insurance Department has stated that (1) this certificate of insurance provides evidence of coverage in lieu of an actual copy of the insurance policy; (2) this certificate does not amend, expand, or alter. any of the forms or the insurance policies addressed by the certifica e, (3) the wording of the referenced insurance policies, and not this certificate, will control in the event of an inconsistency or conflict between this certificate and the appl icab @ policies of Insurance and; (4) in no event shall the insured be responsible for any losses or damages due to sole negligence of the indemnitee(s). Dave Miner From: Sent: To: Subject: i'm okay with that change. Gary R. Real Gary Real Wednesday, July 23, 2014 1:59 PM Dave Miner RE: Agreement Risk Manager, Okaloosa County Florida 850-689-5979 Please note: Due to Florida's very broad public records laws, most written communications to or from County employees regarding County business are public records, available to the public and media upon request. Therefore, this written e-mail communication, including your e-mail address, may be subject to public disclosure. From: Dave Miner Sent: Wednesday, July 23, 2014 1:52 PM To: Gary Real Subject: Agreement Importance: High Mr. Real: | just spoke to Ms. Lynn Hoshihara about the PlaneNoise Agreement. The Insurance in the Agreement stated Public Liability and the Vendor did not have Public Liability they had Professional Liability. Ms. Hoshihara said | could change the wording in the Agreement from Public to Professional Liability if you agreed. The reasoning behind the change is that the company is a web based company and they do everything on the computer, cloud base, and no one from the company will come to Florida. Please let me know if you agree with Professional Liability Insurance. Thank you. Dave David E. Miner Properties and Leases Okaloosa County Airports (850) 651-7160 Ext. 4 www. flyvps.com Dave Miner From: Robert Grotell [robert@planenoise.com] Sent: Wednesday, July 30, 2014 7:26 AM To: Dave Miner Subject: Re: PlaneNoise Agreement David, Yes, I am in complete agreement with your replacing the requirement for general liability to professional liability. Please let me know if you have any questions or require additional information. Thanks. Best regards, Robert Robert Grotell | President ix | z | zit 631.938.1116 | fF 631.938.0397 : 690 Main St | Port Jefferson, NY 11777 robert@planenoise.com ao rare | Tyyittear Saba | pA: On Jul 28, 2014, at 1:13 PM, Dave Miner <dminer@co.okaloosa.fl.us> wrote: ! will replace the requirement for general liability to professional liability. Please answer the e-mail | just sent. Thanks.