Okaloosa County BOCC — January 21, 2014 — Avcon

AVCON, INC. ENGINEERS & PLANNERS 320 Bayshore Drive, Suite A Niceville, Florida 32578 Phone: (850) 678-0050 Fax: (850) 678-0040 www.aveconine.com 2013- Okaloosa Airports GC Agreement Transmittal 12-5-13 December 5, 2013 Ms. Joanne L. Kublik Contracts and Lease Coordinator Okaloosa County Purchasing Department 602-C North Pearl Street Crestview, Florida 32536-2749 Reference: Signed General Consulting Agreement for AVCON, INC. Professional Architectural, Engineering and Aviation Planning Services Okaloosa County AP 64-13 Dear Ms. Kublik: Please find enclosed for execution by Okaloosa County five (5) signed original documents of the proposed master agreement for continuing professional architectural, engineering, and aviation planning services between Okaloosa County and AVCON, INC. in support of the Okaloosa County Airports Department. We understand tasks to be performed will be defined and authorized under individual task authorizations separately approved by the County in accordance with the terms and conditions of the master agreement. Upon County execution of the enclosed agreements, please send one full-executed original to our office at the above address. We appreciate the opportunity to serve Okaloosa County and thank you for your assistance. Please contact us at your convenience if you have any questions. Sincerely, AVCON, INC. LOE Virgil C. “Lee” Lewis, P.E. Regional Manager Enclosures: - Five (5) Signed General Consulting Agreements for AVCON, INC. cc w/o enclosures: Tracy Stage, A.A.E.- Okaloosa County Airports CIVIL & STRUCTURAL ENGINEERING @ AIRPORT & AVIATION CONSULTING M® TRANSPORTATION DESIGN & PLANNING AGREEMENT FOR PROFESSIONAL ARCHITECTURAL, ENGINEERING AND AVIATION PLANNING SERVICES Between the OKALOOSA COUNTY BOARD OF COUNTY COMMISSIONERS and AVCON, INC. THIS AGREEMENT for professional architectural, engineering, and aviation planning services (the “Agreement”), is made and entered into as of the day of 20___, by and between the Okaloosa County Board of County Commissioners, a public and governmental body 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 (hereinafter referred to as “COUNTY”), and AVCON, INC., a Florida corporation with a business address at 5555 East Michigan Street, Suite 200, Orlando, Florida 32822 (hereinafter referred to as “CONSULTANT”). WITNESSETH: WHEREAS, the COUNTY desires to employ the services of the CONSULTANT to provide professional architectural, engineering, and aviation planning services for the Okaloosa County Airports System, and WHEREAS, the CONSULTANT has stated that it is qualified, willing and able to perform the professional architectural, engineering, and aviation planning services required on the terms and conditions hereinafter set forth, and WHEREAS, the COUNTY has given public notice of the professional architectural, engineering, and aviation planning services to be considered pursuant to this Agreement, and WHEREAS, the selection of the CONSULTANT has been made in accordance with the provisions of FAA Advisory Circular 150/5100-14C, 49 CFR Part 18 and the Consultant's Competitive Negotiation Act, Section 287.055, Florida Statutes, 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: Page 1 of 20 ARTICLE 1: BASIC SERVICES 1.1 1.2 1.3 1.4 The Basic Services of the CONSULTANT required under this Agreement by the COUNTY shall be described in separately authorized Task Orders (the “Services”). A sample Task Order is provided in Exhibit 1 attached hereto. Task Orders shall specify the Task Description/Scope of Services, Task Schedule, Task Deliverables, Compensation, and special provisions, if applicable. The CONSULTANT and the Services rendered by the CONSULTANT shall follow and conform to the Scope of Services and special provisions of each Task Order. Compensation shall be limited to the amount as mutually agreed upon by the CONSULTANT and COUNTY and shall be subject to approval by the Federal Aviation Administration for federally funded work and the Florida Department of Transportation for state-funded work, as applicable. The CONSULTANT’s Services will be paid for by the COUNTY for Services under each authorized Task Order as indicated in Article 7 hereof. The CONSULTANT shall, at its own expense, obtain all data and information (other than that referred to in Article 3 hereof) necessary for the performance of its Services. 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. Professional services may include but not be limited to: architectural services; engineering studies; surveys; geotechnical investigations; engineering design; preparation of plans, specifications and contract documents; preparation of cost estimates; federal, state and local governmental agency permits (fees to be provided by COUNTY); construction inspections; construction management; contract administration; project completion certifications and record drawings as may be required; presentations to the Board of County Commissioners and the general public; appraisal and assistance in acquisition; assistance in identifying and acquiring grants and loans from federal agencies or other applicable sources of funding. The types of projects which may be assigned include any type of project which may be under the purview of the Okaloosa County Airports Department or any other County Department. The CONSULTANT is solely responsible to the COUNTY for correcting errors resulting from the CONSULTANT'S faulty or inaccurate performance. ARTICLE 2: ADDITIONAL SERVICES OF THE CONSULTANT If authorized in writing by the COUNTY, the CONSULTANT shail furnish Additional Services pursuant to this Agreement, which are considered by the COUNTY to be beyond the scope of an authorized Task Order. Additional services shall be documented by an additional Task Order and paid for by the COUNTY as indicated in Article 7 hereof. ARTICLE 3: OBLIGATIONS OF THE COUNTY 3.1 The COUNTY shall, with reasonable promptness, provide to the CONSULTANT available information regarding the requirements of the Services. Page 2 of 20 3.2 3.3 3.4 3.5 3.6 3.7 3.8 The COUNTY shall make all provisions for the CONSULTANT to enter upon public and private property as required for the CONSULTANT to perform Services under this Agreement. The COUNTY shall give prompt written notice to the CONSULTANT whenever the COUNTY observes or otherwise becomes aware of any development that affects the scope or timing of the CONSULTANT’s Services. The COUNTY and the COUNTY’S employees, agents, contractors and subcontractors shall promptly report to the CONSULTANT any defects in or problems with the Services being provided hereunder by the CONSULTANT in order to permit the CONSULTANT to take prompt and effective corrective action to remedy the defect and minimize any consequences which may result from such defective work. Unless otherwise agreed to in an authorized Task Order under this Agreement, the COUNTY shall obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, right-of- way, and access necessary for the CONSULTANT'S Services or project construction. The COUNTY shall examine the CONSULTANT'S studies, reports, sketches, drawings, specifications, proposals, and other documents and shall render in writing decisions required by the COUNTY in a timely manner. The obligations of the COUNTY under this Agreement are subject to the availability of funds lawfully appropriated for its purpose by the State of Florida and the Board of County Commissioners of Okaloosa County. The Uniform Commercial Code as may be in effect from time to time in Florida shall prevail as the basis for determining the rights and obligations of the COUNTY hereunder. ARTICLE 4: OBLIGATIONS OF THE CONSULTANT 4.1 4.2 43 The CONSULTANT'S responsibility under this Agreement is to provide general professional services for the COUNTY for projects which may be assigned through this Agreement. The CONSULTANT hereby represents and warrants that it has and will continue to maintain all licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Standard of Practice: The standard of care applicable to CONSULTANT’s Services shall be the degree of skill and diligence normally employed by professional engineers or consultants performing the same or similar services at the time said services are performed and in the same or similar locality. Subsurface Investigations: In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly befween successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect Page 3 of 20 4.4 4.5 the execution and costs of the authorized Services under this Agreement. These conditions and the execution/cost effects shall not be the responsibility of the CONSULTANT. The CONSULTANT will conduct the research that in its professional opinion is necessary and will prepare a plan indicating the locations for subsurface penetrations with respect to assumed locations of existing underground improvements. Such services by the CONSULTANT or its subconsultants will be performed in a manner consistent with the ordinary standard of professional care. The COUNTY recognizes, however, that such research may not identify all underground improvements and that the information upon which the CONSULTANT reasonably relies may contain errors or may be incomplete. Therefore, the COUNTY agrees, to the fullest extent permitted by law, to waive all claims and causes of action against the CONSULTANT and anyone for whom the CONSULTANT may be legally liable, for damages to underground improvements resulting from subsurface penetrations in locations established by the CONSULTANT that are based on properly filed and available records of said underground improvements. CONSULTANT's Personneil_at_ Construction Site: The presence or duties of the CONSULTANT’s personnel at a construction site, whether as onsite representatives or otherwise, shall not make the CONSULTANT or the CONSULTANT'S personnel in any way responsible for those duties that belong to the COUNTY and/or the construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the construction contract documents and any health or safety precautions required by such construction work. If and as requested by the COUNTY to perform construction inspection services per an authorized Task Order, the CONSULTANT shall be responsible for observing and inspecting construction activities and reporting to the COUNTY activities observed during construction. The CONSULTANT shall report to the COUNTY in a timely manner any observed health, safety, and other deficiencies in the work performed by the construction contractor(s) that are inconsistent with the requirements of the construction documents. The CONSULTANT neither guarantees the performance of the construction contractor(s) nor assumes responsibility for construction contractor's failure to perform work in accordance with the construction documents. For this Agreement, construction sites shall include places of manufacture for materials incorporated into the construction work, and construction contractors shall include manufacturers of materials incorporated into the construction work. Construction Progress Payments: Recommendations by the CONSULTANT to the COUNTY for periodic construction progress payments to the construction contractor(s) shall be based on the CONSULTANT'S knowledge, information, and belief from selective sampling that the work has progressed to the point indicated. Such recommendations shail not represent that the CONSULTANT has made an examination to ascertain how or Page 4 of 20 4.6 4.7 4.8 for what purpose the construction contractor(s) have used the monies paid; that title to any of the work, materials, or equipment has passed to the COUNTY free and clear of liens, claims, security interests, or encumbrances; or that there are not other matters at issue between the COUNTY and the construction contractor(s) that affect the amount that should be paid. Record Drawings: Record drawings, if required, will be prepared on the basis of information compiled by the CONSULTANT and information furnished by others and shall represent the location, type of various components, and manner in which the project was finally constructed to the best knowledge, information, and belief of CONSULTANT. Record drawing deliverables shall be limited to the sealed and signed hard copies. Asbestos or Hazardous Substances: If asbestos or hazardous substances in any form are encountered or suspected, the CONSULTANT shail stop its own work in the affected portions to permit testing and evaluation. If asbestos or other hazardous substances are suspected, the CONSULTANT shall, if requested, manage testing to determine the extent of the issue, manage the necessary studies to recommend necessary remedial measures, and manage remediation activities using a qualified subcontractor at an additional fee and contract terms to be negotiated. The COUNTY recognizes that the CONSULTANT assumes no risk and/or liability for a waste or hazardous waste site originated by other than the CONSULTANT. The Uniform Commercial Code as may be in effect from time to time in Florida shall prevail as the basis for determining the rights and obligations of the CONSULTANT hereunder. ARTICLE 5: PERIOD OF SERVICE 5.1 5.2 5.3 The Services called for hereunder shall be completed in accordance with the respective task schedules as indicated in separately authorized Task Orders. The CONSULTANT shall perform authorized Services under this Agreement with due and reasonable diligence consistent with sound professional practices. This Agreement shall become effective on upon completion of signatures by both parties and shall remain in effect for three (3) years until , unless terminated sooner or extended by mutual agreement in writing. This Agreement may be renewed for an additional one-year period, two consecutive times. The CONSULTANT shall give prompt written notice to the COUNTY whenever the CONSULTANT observes or otherwise becomes aware of any development that affects the scope or timing of the CONSULTANT's Services. Page 5 of 20 ARTICLE 6: REIMBURSABLE EXPENSES DEFINED 6.1 6.2 Reimbursable Expenses shall be defined as actual expenses incurred by the CONSULTANT and the CONSULTANT’s independent professional associates or consultants, directly and indirectly in connection with the Services, such as expenses for transportation and subsistence incidental thereto; obtaining bids or proposals from contractor(s); providing and maintaining field office facilities including furnishings and utilities; subsistence and transportation of Resident Project Representatives and their assistants; toll telephone calls, facsimiles and telegrams; reproduction of reports, Drawings, Specifications, Bidding Documents and similar Services-related items. The CONSULTANT shall be compensated by the COUNTY for Reimbursable Expenses when and as identified in an authorized Task Order on the basis set forth in Exhibit 2 attached herein. The COUNTY’s responsibility for providing compensation to the CONSULTANT for Reimbursable Expenses shall be limited to only those Reimbursable Expenses identified and agreed to in an authorized Task Order. ARTICLE 7: PAYMENTS TO CONSULTANT 71 7.2 7.3 7.4 7.5 The COUNTY shall pay the CONSULTANT for Basic and Additional Services and Reimbursable Expenses, if any, on the basis set forth in Exhibit 2 attached herein and in each separately authorized Task Order. The CONSULTANT shall submit monthly invoices to the COUNTY for Services rendered and Reimbursable Expenses, if applicable, incurred since the last monthly statement. Invoices shall be, at minimum, 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. The invoice received from the CONSULTANT pursuant to this Agreement will be reviewed and approved by the Airport Director or his/her designee, indicating the services have been rendered in conformity with the Agreement, then will be sent to the Purchasing Director or to the County Manager, in conformance with the County Purchasing Policy, for approval and then will be sent to the Finance Department for payment. The invoice must reference the Task Order number, County contract number, and the current purchase order number (if any), and must specify the time period the invoice covers. Payment shall be made to the CONSULTANT within thirty (30) days following the COUNTY'S receipt of invoice. Interest Charges: Not Used. In order for both parties herein to close their records, the CONSULTANT shall clearly state “Final Invoice” on the CONSULTANT'S final/last 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 this Task Order to future billings and future charges shall be waived by CONSULTANT. CONSULTANT shall deliver to the CLIENT 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. Page 6 of 20 ARTICLE 9: TERMINATION AND DELAYS 9.1 9.2 9.3 This Agreement may be terminated by either party at any time with or without cause upon giving fourteen (14) calendar days prior written notice. If this Agreement is so terminated, the COUNTY shall within 30 days of termination pay the CONSULTANT for Services satisfactorily completed up to the date of termination. After receipt of a termination notice and except as otherwise directed by the COUNTY, the CONSULTANT shall stop work on the date and to the extent specified; terminate and settle all orders and subcontracts relating to the performance of the terminated work; transfer all work in process, completed work, and other material related to the terminated work to the COUNTY; and continue and complete all parts of the work that have not been terminated. The COUNTY may order the CONSULTANT to suspend, delay, or interrupt all or any part of the CONSULTANT's services under any Task Order for such period of time as COUNTY may determine to be appropriate for the convenience of the COUNTY. In the event of such suspension, delay, or interruption, the COUNTY shall pay the CONSULTANT for the work satisfactorily completed up to the date of suspension and the Task Order will be modified in writing accordingly. In the event delays to the Task Order/Scope of Services work are encountered for any reason, the parties agree to undertake reasonable steps to mitigate the effect of such delays. 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. 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. ARTICLE 10: CONSULTANT'S ACCOUNTING RECORDS 10.1 Records of Reimbursable Expenses and expenses pertaining to Services performed on the basis of a Multiple or Direct Labor Costs, Not-To-Exceed (NTE) fee, or Direct Personnel Expense shall be kept on the basis of generally accepted accounting principals and shall be available to the COUNTY or the COUNTY’s representative at mutually convenient times. ARTICLE 11: USE OF ELECTRONIC DELIVERABLES 11.1 When transferring electronic deliverables, the CONSULTANT makes no representations as to long-term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the CONSULTANT at the beginning of Services provided under this Agreement. Page 8 of 20 11.2 Hard copies issued to the COUNTY by the CONSULTANT and the information contained within the hard copies shall constitute the formal deliverables under this Agreement. Computer-generated electronic drawing files furnished by the CONSULTANT are for the COUNTY’s convenience and any conclusions or information derived or obtained from these files will be at user’s sole risk. ARTICLE 12: INDEMNIFICATION 12.1 12.2 12.3 The CONSULTANT shall defend, indemnify, and hold the COUNTY and its respective agents, representatives, and employees harmless from suits, actions, claims, demands, judgments, and liabilities (including property damage and bodily injury or death) to the extent resulting from negligent acts, errors, or omissions of the CONSULTANT, its agents or employees, arising from or relating to this Agreement. The COUNTY shall defend, indemnify, and hold the CONSULTANT and its respective directors, officers, agents, representatives, and employees harmless from suits, actions, claims, demands, judgments, and liabilities (including property damage and bodily injury or death) to the extent resulting from negligent acts or omissions of the COUNTY, its agents or employees, arising from or relating to this Agreement. In the event any claims, damage, losses, and expenses are caused by negligence of both the CONSULTANT and the COUNTY (or anyone for whose acts both of them may be liable), each party will bear its proportional share of the claims, damages, losses, and expenses based upon the parties’ relative degree of fault. ARTICLE 13: INSURANCE 13.1 13.2 13.3 13.4 The CONSULTANT shall not commence any work in connection with this Agreement until he has obtained all required insurance and such insurance has been approved by the Okaloosa County Risk Management Officer. All insurance policies shall be with insurers licensed to do business in the State of Florida, and any insuring company is required to have a minimum rating of A, Class X in the Best Key Rating Guide published by AM Best & Co., Inc. The COUNTY shall retain the right to reject all insurance contracts that da not meet the requirements of this Agreement. Further, the COUNTY reserves the right to change these insurance requirements with 60-day notice to the CONSULTANT. The insurance definition of Insured or Additional Insured shall include Subcontractor, Sub- subcontractor, and any associated or subsidiary companies of the CONSULTANT, which are involved, and which is part of this contract. Page 9 of 20 13.5 13.6 13.7 13.8 13.9 13.10 The COUNTY reserves the right at any time to require the CONSULTANT to provide certified copies of any insurance policies to document the insurance coverage specified in this Agreement. The designation of CONSULTANT shall include any associated or subsidiary company which is involved and is a part of the contract and such, if any associated or subsidiary company involved in the project must be named in the Worker’s Compensation coverage. All policies shall be written so that the COUNTY will be notified of cancellation or restrictive amendments at least thirty (30) days prior to the effective date of such cancellation or amendment. Such notice shall be given directly to the COUNTY Representative. All insurance contracts, except the Worker’s Compensation and Professional Liability, shall list Okaloosa County as an Additional Insured. CONSULTANT shail provide the COUNTY current certificates of Insurance for all policies at least ten (10) days before commencing work. Worker's Compensation Insurance: The CONSULTANT shall secure and maintain during the life of this Agreement Worker's Compensation insurance for all employees employed including supervision, administration and management personnel. In case any work is sublet with the approval of the COUNTY, the CONSULTANT shall require the Subcontractor to provide Worker’s Compensation insurance to all employees. Evidence of such insurance shall be furnished the COUNTY not less than ten (10) days prior to the commencement of any and all subcontracted work. Such insurance shall comply with the Florida Worker’s Compensation Law. Coverage shall include a waiver or subrogation clause in favor of Okaloosa County. Also, this endorsement must be indicated on all Certificates of Insurance. Business Automobile and Public Liability Insurance: The CONSULTANT shall maintain Business Automobile Liability insurance coverage throughout the life of this Agreement. The insurance shall include Owned, Non-Owned & Hired motor vehicle coverage. The CONSULTANT shall carry Public Liability insurance against all other Bodily Injury, Property Damage and Personal and Advertising Injury exposures. In addition to the required coverage above, Public Liability coverage shall include the following: a) On and Off Premises Operation Liability b) Personal Injury Liability Insurance c) Independent Contractor Liability d) Completed Operations and Products Liability Page 10 of 20 13.11 13.12 13.13 13.14 The CONSULTANT shall agree to maintain in force Commercial General Liability Insurance including Completed Operations and Products Liability coverage for at least two years following acceptance of the project by the COUNTY. All liability insurance (except Professional Liability), shall be written on an occurrence basis and shall not be written on a claim-made basis. If the insurance is issued with an aggregate limit of liability, the aggregate limit of liability shall apply only to the locations included in this Agreement. If, as a result of any claims or other reasons, the available limits of insurance reduce to less than those stated in the LIMITS OF LIABILITY, the CONSULTANT shall notify the County Representative in writing. The CONSULTANT shall purchase additional liability insurance to maintain the requirements established in this Agreement. Umbrella or Excess Liability insurance can be purchased to meet the Limits of Liability specified in this Agreement. Limits of Liability: The insurance required shall be written for not less than the following limits unless law requires higher amounts: COVERAGE LIMIT 1. Worker's Compensation a. State Statutory b. Employer's Liability $1 million each accident 2. Business Automobile $1 million each occurrence (Combined Single Limit) 3. Commercial General Insurance $1 million each occurrence (Combined Single Limit) 4. Professional Liability $1 million each occurrence (Combined Single Limit) 5. Personal and Advertising Injury $250,000 Notice of Claims or Litigation: The CONSULTANT agrees to report any incident or claim that results from performance of this Agreement. With ten (10) days of the CONSULTANT’S knowledge, the County Representative shall receive written notice describing the incident or claim. In the event such incident or claim involves injury or property damage to a third party, verbal notification shall be give the same day the CONSULTANT becomes aware of the incident or claim. A detailed written report is to be made within ten (10) days. Certificate of Insurance: All insurance shall include the interest of all entities named in and its respective agents, consultants, servants and employees of each and all other interests as may be reasonably required by Okaloosa County as Additional Insured. The coverage afforded the Additional Insureds under this policy shall be primary insurance. If the Additional Insureds have other insurance that is applicable to the loss, such other insurance Page 11 of 20 13.15 13.16 13.17 13.18 shall be on an excess or contingent basis. The amount of the company’s liability under this policy shall not be reduced by the existence of such other insurance. Certificates of insurance, in duplicate, indicating the job site and evidencing all required coverage must be submitted to and approved by Okaloosa County prior to the commencement of any work. The certificate holder(s) shall be as follows: Okaloosa County Board of County Commissioners 602-C North Pearl Street Crestview, Florida 32536 All policies and the Certificates of Insurance shall expressly require 30 days written notice to Okaloosa County at the address set out above, or the cancellations or material alterations of such policies. All certificates shall be subject to Okaloosa County’s approval of adequacy of protection and the satisfactory character of the Insurer. The Certificates of Insurance shall disclose any and all deductibles or self-insured detentions (SIRs). Deductibles or SIRs in excess of $10,000 will not be accepted unless specifically approved in writing by Okaloosa County. All deductibles or SIRs whether approved by Okaloosa County or not, shall be the CONSULTANT’s full responsibility. In particular, the CONSULTANT shall afford full coverage as specified herein to entities listed as Additional Insureds. In no way will the entities listed as Additional Insureds be responsible for, pay for, be damaged by, or limited to coverage required by this schedule due to the existence of a deductible or SIR. Specific written approval from Okaloosa County will only be provided upon demonstration that the CONSULTANT has the financial capability and funds necessary to cover the responsibilities incurred as a result of the deductible or SIR. In the event of failure of the CONSULTANT to furnish and maintain said insurance and to furnish satisfactory evidence thereof, Okaloosa County shall have the right (but not the obligation) to take out and maintain insurance on the project. All costs for the coverage will be paid by CONSULTANT upon presentation of a bill. General Terms: Any type of insurance or increase of limits of liability not described above which the CONSULTANT required for its own protection or on account of statute shall be its own responsibility and at its own expense. The carrying of the insurance described shail in no way be interpreted as relieving the CONSULTANT of any responsibility under this contract. Should the CONSULTANT engage a subcontractor or sub-subcontractor, the same conditions will apply under this agreement to each sub contractor and sub-subcontractor. The CONSULTANT hereby waives all rights of subrogation against Okaloosa County and its consultants and other indemnities of the CONSULTANT under all the foregoing policies of insurance. Umbrella Insurance: The CONSULTANT shall have the right to meet the liability insurance requirements with the purchase of an umbrella insurance policy. In all instances, the Page 12 of 20 combination of primary and umbrella liability coverage must equal or exceed the minimum liability insurance limits stated in this agreement. ARTICLE 14: CONTROLLING LAW/ DISPUTE COSTS 14.1 14.2 14.3 14.4 14.5 This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto shall be governed by, interpreted, construed, and enforced in accordance with the laws of the State of Florida. If a dispute arises out of or relates to this contract, or the breach thereof, and if said dispute cannot be settled through direct discussion between the parties, then the parties agree to first endeavor to settle the dispute in an amicable manner by mediation before having recourse to a judicial forum. In the event a dispute shall arise under or about this Agreement, then the prevailing party therein shall be entitled to recover from the non-prevailing party all costs, expenses, and attorney’s fees which may be incurred on account of such dispute, whether or not suit or other legal or quasi-legal proceedings may be brought, as well as at every stage of any such proceedings from the time such dispute first arises through trial or other proceedings and all appellate processes. Any and ail legal action necessary to enforce the Agreement shall be held in Okaloosa County, Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shail be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. ARTICLE 15: INDEPENDENT CONTRACTOR 15.1 15.2 The CONSULTANT is, and shall be, in the performance of all work services and activities under this Agreement, is an independent contractor and is not an employee, agent, or servant of the COUNTY. All persons engaged in any of the work or services performed pursuant to this Agreement shall at all times, and in all places, be subject to the CONSULTANT'S sole direction, supervision and control. The CONSULTANT shall exercise control over the means and manner in which it and its employees perform the work, and in all respects the CONSULTANT’s relationship and the relationship of its employees to the COUNTY shall be that of an independent contractor and not as employees or agents of the COUNTY. The CONSULTANT shall be solely responsible for withholding of all taxes, social security and insurance payments for its employees or agents. The CONSULTANT does not have the power or authority to bind the COUNTY in any promise, agreement or representation. Page 13 of 20 15.3 The CONSULTANT shall not pledge the COUNTY’S credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. ARTICLE 16: SUCCESSORS AND ASSIGNS 16.1 16.2 This Agreement shall be binding upon the COUNTY and the CONSULTANT and their respective partners, successors, heirs, assigns, and legal representatives. Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the COUNTY and the CONSULTANT, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the COUNTY and the CONSULTANT and not for the benefit of any other party. Neither the COUNTY nor the CONSULTANT shall assign, sublet, or transfer any rights under or interests (including, but without limitation, monies that may become due or monies that are due) in this Agreement without the written consent of the other. However, nothing contained herein shall prevent or restrict the CONSULTANT from employing independent professional associates or subconsultants as the CONSULTANT may deem appropriate to assist in the performance of services hereunder. ARTICLE 17: SUBCONSULTANTS 17.1 17.2 17.3 For purposes of this agreement, the following firms shall be deemed approved Subconsultants as part of the CONSULTANT design team: JDF + Architecture, Inc. Gresham, Smith & Partners, Inc. Environmental Science Associates, Inc. Planning Technology, Inc. Nobles Consulting Group, Inc. NOVA Engineering & Environmental, LLC The CONSULTANT shall have the right, with the COUNTY'S prior written consent, which shall not be unreasonably withheld, to employ other firms to serve as subconsultants to the CONSULTANT in connection with the CONSULTANT’s performance of the Basic Services and any Additional Services hereunder. The CONSULTANT agrees, at the COUNTY’s written request (which may be made by the COUNTY with or without cause), promptly to terminate the services of any such subconsultant and promptly replace each such terminated person or firm with a person or firm of comparable experience approved by the COUNTY in writing. ARTICLE 18: PRIVILEGED INFORMATION The CONSULTANT agrees, during the period of this Agreement, not to knowingly divulge, furnish or make available to any third person, firm or organization, without the COUNTY’s prior written consent, or unless incident to the proper performance of the CONSULTANT’s obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any information concerning the services to be rendered by the CONSULTANT or any subconsultant pursuant to this Agreement. Page 14 of 20 ARTICLE 19: NONDISCRIMINATION The CONSULTANT agrees to comply with ail local, state, and Federal laws and ordinances regarding discrimination in employment against any individual on the basis of race, color, religion, sex, national origin, physical or mental impairment, or age. In particular, the CONSULTANT agrees to comply with the provisions of Title 7 of the Civil Rights Act of 1964, as amended, and applicable Executive Orders, including, but not limited to, Executive Order No. 11246. ARTICLE 20: CONTINGENT FEES The CONSULTANT warrants that it has not employed or retained any company or person other than a bona fide employee working solely for the CONSULTANT 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 the CONSULTANT any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement. ARTICLE 21: WARRANTY The CONSULTANT warrants that its Services under this Agreement shall be performed in a thorough, efficient and workmanlike manner, promptly and with due diligence and care, and in accordance with the practice of the profession. ARTICLE 22: ESTIMATES OF PROBABLE COSTS If and as requested in an authorized Task Order, the CONSULTANT shall provide opinions of cost, financial analyses, economic feasibility projections, and schedules for Services to the best of its ability based on historical observations of the cost or price of labor and materials in comparable projects. The CONSULTANT makes no warranty that the COUNTY’s actual project costs, financial aspects, economic feasibility, or schedules will not vary from the CONSULTANT’s opinions, analyses, projections, or estimates. ARTICLE 23: FORCE MAJEURE: The CONSULTANT is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the CONSULTANT. In any such event, the CONSULTANT's contract price and schedule shall be equitably adjusted. ARTICLE 24: LIMITATION OF LIABILITY The CONSULTANT shall not be held liable for the acts or omissions of the COUNTY’s contractors, subcontractors, vendors or their employees and agents. ARTICLE 25: SHOP DRAWING REVIEW 25.1 As required per authorized Task Order, the CONSULTANT shall review construction contractor submittals, such as shop drawings, product data, samples and other data, Page 15 of 20 25.2 only for the limited purpose of checking for conformance with the design concept and the information expressed in the contract documents. The CONSULTANT’s review shall be conducted with reasonable promptness while allowing sufficient time to permit adequate review. The CONSULTANT shall not be required to review partial submission or those for which submissions of correlated items have not been received, until such time that full submission or correlated items are received. ARTICLE 26: WAIVER The waiver by either party of any breach of any term, covenant, condition or agreement contained herein or any default in the performance of any obligations hereunder shall not be deemed to be a waiver or any other breach or default of the same or of any other term, covenant, condition, agreement or obligation. No waiver of any rights under this Agreement shall be binding unless it is in writing signed by the party waiving such rights. ARTICLE 27: TITLE TO PLANS AND SPECIFICATIONS Drawings, calculations, specifications, reports, plans, field data, computer software enhancements, CAD files and such other data and information compiled or prepared by the CONSULTANT pursuant to this Agreement which the COUNTY may require CONSULTANT to supply in accordance with the Agreement, shall be and shall remain the property of the COUNTY. Any reuse of the above referenced work product other than for the specific project and intent for which the information was prepared by the CONSULTANT shall be at user’s sole risk and without liability to the CONSULTANT. ARTICLE 28: SEVERABILITY If any provision of this Agreement or any application thereof to any person or circumstances shall, to any extent, be invalid, the remainder of this Agreement or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby, and each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. ARTICLE 29: MODIFICATIONS TO AGREEMENT 29.1 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) 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, and (3) notify the COUNTY of any estimated change in the completion date. Page 16 of 20 29.2 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. 29.3. If the COUNTY elects to make the change, the COUNTY shall issue a contract amendment, task order amendment, or change order and the CONSULTANT shall not commence work on any such change until such written amendment or change order has been issued and signed by each of the parties. 29.4 None of the provisions, terms and conditions contained in this Agreement may be added to, modified, superseded or otherwise altered, except by a written instrument executed by the parties hereto. ARTICLE 30: NOTICES Any and all notices required or authorized to be given pursuant to this Agreement, shall be given in writing and either hand-delivered, sent by facsimile or addressed and sent by certified or registered mail, postage prepaid, and return receipt requested, as follows: If to COUNTY: with copy to: If to CONSULTANT: with copy to: Okaloosa County Airports Attn: Mr. Sunil Harman 1701 State Road 85 North Eglin Air Force Base, Florida 32542 Okaloosa County Purchasing Attn: Contracts Coordinator 602C North Pearl Street Crestview, Florida 32536 AVCON, INC. Attention: Mr. Virgil C. “Lee” Lewis, P.E. 320 Bayshore Drive Suite A Niceville, Florida 32578 AVCON, INC. Attention: Mr. Sandeep Singh, P.E. 5555 East Michigan Street Suite 200 Orlando, Florida 32822 Page 17 of 20 ARTICLE 31: FEDERAL AND STATE TAX 31.1 31.2 The COUNTY is exempt from payment of Florida State Sales and Use Taxes. The COUNTY will sign an exemption certificate submitted by the CONSULTANT. The CONSULTANT shall not be exempted from paying sales tax to its suppliers for materials used to fuifill contractual obligations with the COUNTY, nor is the CONSULTANT authorized to use the COUNTY’s tax exemption number in securing such materials. The CONSULTANT shall be responsible for payment of his/her own FICA and Social Security benefits with respect to this Agreement. ARTICLE 32: CONFLICT OF INTEREST 32.1 32.2 32.3 The CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder, as provided for by applicable law. The CONSULTANT further represents that no person having any interest shall be employed for said performance. The award hereunder is subject to provisions of Chapter 112, Florida Statutes. The CONSULTANT must disclose the name of any officer, director, or agent who is also a public officer or an employee of the Okaloosa Board of County Commissioners, or any of its agencies. Furthermore, the CONSULTANT must disclose the name of any County officer or employee who owns, directly or indirectly, an interest of five percent (5%) or more in the firm or any of its branches. Furthermore, the CONSULTANT, prior to executing this Agreement, must file a statement with the Clerk of Circuit Court of Okaloosa County if he is an officer or an employee of the County, disclosing his or spouses or child’s interest, and the nature of the intended business. This certification form, if applicable, shall be made a part of this Agreement. The CONSULTANT shall promptly notify the COUNTY in writing by certified mail of all potential conflicts of interest for any prospective business association, interest or other circumstance which may influence or appear to influence the CONSULTANT’S judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association, interest or circumstance, the nature of work that the CONSULTANT may undertake and request an opinion of the COUNTY as to whether the association, interest or circumstance would, in the opinion of the COUNTY, constitute a conflict of interest if entered into by the CONSULTANT. The COUNTY agrees to notify the CONSULTANT of its opinion by certified mail within 30 days of receipt of notification by the CONSULTANT. If, in the opinion of the COUNTY, the prospective business association, interest or circumstance would not constitute a conflict of interest by the CONSULTANT, the COUNTY shall so state in the notification and the CONSULTANT may, at his/her option, enter into said association, interest or circumstance and it shall be deemed not a conflict of interest with respect to services provided to the COUNTY by the CONSULTANT under the terms of this Agreement. Page 18 of 20 ARTICLE 33: RETENTION OF RECORDS CONSULTANT shall retain complete and accurate analytical and financial records of all work performed pursuant to this Agreement for a period of two (2) years following completion of services under a Task Order. This record retention period may, upon notice to the CONSULTANT by COUNTY, be automatically extended during the course of any administrative or judicial action involving the COUNTY regarding matters to which the records are relevant. ARTICLE 34: NO THIRD PARTY BENEFICIARY RIGHTS Nothing in this Agreement shall be interpreted or construed to give any rights or benefits to anyone other than the CONSULTANT, and COUNTY. Therefore, there are no third party beneficiaries of this Agreement. ARTICLE 35: PUBLIC ENTITY CRIME INFORMATION A person or affiliate who has been placed on the convicted vendor list following a conviction for a 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 submit bids on leases of real property to a public entity, may not be awarded or perform works as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. ARTICLE 36: EXEMPTION The engagement of certain professional services, including those required by the Request for Proposal, is exempt from the provisions of the Administrative Procedure Act, Chapter 120, Florida Statutes, as amended, and therefore are not to be subject to the appeal process therein described at any time during the solicitation of selection period. ARTICLE 37: HEADINGS The headings of the sections of this Agreement are for the purpose of convenience only and shall not be deemed to expand or limit the provisions contained in such sections. Page 19 of 20 ARTICLE 38: ENTIRE AGREEMENT This Agreement (consisting of pages 1 through 20, inclusive) together with Exhibit 2: Task Order, Exhibit 2: Compensation and Method of Payment, and each separately authorized Task Order issued hereunder, constitutes the entire and integrated Agreement between the COUNTY and the CONSULTANT and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement and said attachments may only be amended, supplemented, modified, or canceled by written instrument signed by an authorized representative of each party to be bound thereby. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives as of the day and year first above written. Accepted by: COUNTY Accepted by: CONSULTANT OKALOOSA COUNTY BOARD OF AVCON, INC. COUNTY COMMISSIONERS By: By: A. avvolep ep Printed Name: Printed Name: Sandeep Singh Title: Title: President ATTEST: ATTEST: He By: le Printed Name: Printed nde James A. Kriss Title: Title: Secretary Page 20 of 20 EXHIBIT 1: TASK ORDER (SAMPLE) Professional Architectural, Engineering, and Aviation Planning Services Okaloosa County Airports System Task Order No. AVCON, INC., a Florida Corporation (hereinafter “CONSULTANT”) agrees to perform and complete the following services (hereinafter “Services”) for the Okaloosa County Board of County Commissioners (hereinafter “COUNTY”), in accordance with the terms and conditions of the Agreement for Professional Architectural, Engineering, and Aviation Planning Services, dated , 20 , all of which terms and conditions are incorporated herein by reference. 1. Task Location: 2. Task Name: 3. Task Description/Scope of Services: 4. Compensation: 5. Schedule: 6. Deliverables: 7. Other Considerations: Accepted by: Accepted by: Okaloosa County Board of AVCON, INC. County Commissioners By: By: Printed Name: Printed Name: Title: Title: ATTEST: ATTEST: By: By: Printed Name: Printed Name: Title: Title: Exhibit 1: Page 1 of 1 EXHIBIT 2: COMPENSATION AND METHOD OF PAYMENT Professional Architectural, Engineering, and Aviation Planning Services Okaloosa County Airports System Services to be performed by: AVCON, INC. (CONSULTANT) Client: Okaloosa County Board of County Commissioners (COUNTY) A. COMPENSATION The COUNTY agrees to pay the CONSULTANT as compensation for all Services described with each separately authorized Task Order pursuant to this Agreement which such amount shall be payable to the CONSULTANT as provided below. The COUNTY shall pay the CONSULTANT monthly for such services. B. METHOD OF PAYMENT The method of payment for all Services rendered under this Agreement shall be in accordance with the method of payment authorized under each separately authorized Task Order. Lump Sum Amount: | Method of compensation for Basic Services and/or Additional Services rendered by the CONSULTANT for which a lump sum (LS) amount has been derived for such services based on the hourly rates and expenses provided below and approved by the COUNTY in advance in writing. Not-To-Exceed Basis: The parties may agree that the CONSULTANT shall provide Basic Services and/or Additional Services on a Not-To-Exceed (NTE) basis (or “time-and-materials” basis) for the actual time worked on the project based on the hourly rates and expenses provided below and subject to negotiations. HOURLY RATES PRINCIPAL $180.00 QUALITY CONTROL REVIEWER $160.00 SR. PROJECT MANAGER $150.00 SR. PROFESSIONAL MANAGER $135.00 SR. STRUCTUAL ENGINEER $135.00 SR. ELECTRICAL ENGINEER $135.00 PROJECT MANAGER $120.00 PROJECT COORDINATOR $110.00 PROFESSIONAL ENGINEER $100.00 ENGINEER INTERN II $ 75.00 ENGINEER INTERN I $ 70.00 SENIOR PLANNER $ 95.00 PLANNER $ 80.00 SR. CAD DESIGNER $ 75.00 CAD DESIGNER $ 65.00 CAD TECHNICIAN $ 60.00 CLERICAL $ 45.00 CONSTRUCTION INSPECTOR $ 70.00 Exhibit 2: Page 1 of 2 REIMBURSABLE EXPENSES Auto: Mileage (per mile) $ 0.58 Expenses associated with travel, lodging, per diem, postage, phone/fax, reproduction, copies, prints, and plots, will be negotiated per project task order. If the COUNTY and the CONSULTANT are unable to mutually agree to terms and compensation for services requested by the COUNTY, then the COUNTY reserves the right to enter into a separate contract with other professional service firm or firms to perform the services requested by the COUNTY. Exhibit 2: Page 2 of 2