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HomeMy WebLinkAboutagreement (2)i AGREEMENT Between BROWARD COUNTY and URS CORPORATION for PROGRAM MANAGEMENT SERVICES FOR THE AIRPORT EXPANSION PROGRAM, PHASE III FORT LAUDERDALE-HOLLYWOOD INTERNATIONAL AIRPORT IN BROWARD COUNTY, FLORIDA RLI # 102301-RB i, TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND IDENTIFICATIONS 1 ARTICLE 2 PREAMBLE 4 ARTICLE 3 SCOPE OF SERVICES 5 ARTICLE 4 RELATIONSHIP OF THE PARTIES 11 ARTICLE 5 TIME FOR PERFORMANCE; DAMAGES 13 ARTICLE 6 AUTHORIZATION OF WORK 14 ARTICLE 7 COMPENSATION AND METHOD OF PAYMENT 16 ARTICLE 8 ADDITIONAL SERVICES AND CHANGES IN SCOPE OF SERVICES 22 ARTICLE 9 COUNTY'S RESPONSIBILITIES 22 ARTICLE 10 MISCELLANEOUS - 23 Program Manager 40 County 40 EXHIBIT A — AIRPORT EXPANSION PROGRAM PHASE III PROGRAM ELEMENTS EXHIBIT B — SCOPE OF SERVICES EXHIBIT C — KEY EMPLOYEES EXHIBIT D — OPTIONAL SERVICES EXHIBIT E — STAFFING PLAN EXHIBIT F — SALARY RATES, MULTIPLIERS & APPROVED SUBCONSULTANTS EXHIBIT G — REIMBURSABLE EXPENSES EXHIBIT H — SCHEDULE OF SDBE PARTICIPATION ATTACHMENT I — NONDISCRIMINATION REQUIREMENTS ATTACHMENT II — PROVISIONS PERTAINING TO AIRPORT PROJECTS r AGREEMENT Between BROWARD COUNTY and URS CORPORATION for PROGRAM MANAGEMENT SERVICES FOR THE AIRPORT EXPANSION PROGRAM, PHASE III FORT LAUDERDALE-HOLLYWOOD INTERNATIONAL AIRPORT IN BROWARD COUNTY, FLORIDA This is an Agreement between: BROWARD COUNTY, a political subdivision of the State of Florida, its successors and assigns, hereinafter referred to as "County," through its Board of County Commissioners, AND URS CORPORATION, a Nevada corporation, its successors and assigns, hereinafter referred to as "Program Manager." WITNESS ET H, in consideration of the mutual terms and conditions, promises, covenants and payments hereinafter set forth, County and Program Manager agree as follows: ARTICLE 1 DEFINITIONS AND IDENTIFICATIONS For the purposes of this Agreement and the various covenants, conditions, terms and provisions which follow, the definitions and identifications set forth below are assumed to be true and correct and are agreed upon by the parties. 1.1 Airport: The Fort Lauderdale -Hollywood International Airport in Broward County, Florida, as described in the most current Master Plan Update, including such additional property that may be acquired to implement development as described therein. 1.2 Aviation Department: The Broward County Aviation Department. 1.3 Board or Commission: The Board of County Commissioners of Broward County, Florida, which is the governing body of the Broward County government created by the Broward County Charter. 1.4 Contract Administrator: The Director of the Broward County Aviation Department, or his or her designee, pursuant to written delegation by the Director of the Broward County Aviation Department. In the administration of this Agreement, as contrasted with matters of policy, all parties may rely upon instructions or determinations made by the Contract Administrator; provided, however, that such instructions and determinations do not change the Scope of Services. 1.5 Contractor(s): The person(s), firm(s), corporation(s) or other entities who enter into agreement(s) with County to perform the construction work for the facilities to be built as part of the Program. 1.6 County: Broward County, a body corporate and politic and a political subdivision of the State of Florida. 1.7 County Attorney: The chief legal counsel for County who directs and supervises the Office of the County Attorney pursuant to Section 4.03 of the Broward County Charter. 1.8 Design Professionals: The architects, engineers or other professionals selected to perform design, design -criteria or other professional services for one or more Projects pursuant to a direct contract between the County and such Design Professional, but under the management of the Program Manager. 1.9 Key Emplovee(s): The employees of Program Manager that are designated as Key Employees on Exhibit C. 1.10 Lump Sum: When the method of compensation is that of "Lump Sum" such phrase means that Program Manager shall perform or cause to be performed the described services for total compensation in the stated amount. 1.11 Master Plan Update: The then current Master Plan Update for the Airport that was developed in accordance with FAA Advisory Circular 150-5070-A, Airport Master Plans, as it may be amended from time to time. 2 1.12 Maximum Amount Not -To -Exceed: When the method of compensation is that of "Maximum Amount Not -To -Exceed" or "Maximum Not -To -Exceed Amount" such phrase means that Program Manager shall perform or cause to be performed all services during the period set forth for total compensation based on actual hours and costs incurred, in the amount of, or Tess than, the stated amount. 1.13 Notice To Proceed: A written notice to proceed, authorizing the Program Manager to commence work under this Agreement, or to proceed with a subsequent phase of work under this Agreement, issued by the Contract Administrator. 1.14 Off -Site Employees: All personnel of Program Manager and Program Manager's subconsultants that are, from time to time, engaged directly in the work of the Program but are not deemed located on -site at the Airport. 1.15 On -Site Employees: The personnel of Program Manager and Program Manager's subconsultants identified as "On -Site" on Exhibit E, "Staffing Plan," or otherwise approved in writing by the Contract Administrator, which personnel are engaged directly in the work of the Program and perform such services from an office located at the Airport. 1.16 Program Manager: URS Corporation, the professional organization with which the County has contracted to provide program management assistance pursuant to this Agreement. 1.17 Program: The Fort Lauderdale -Hollywood International Airport, Airport Expansion Program Phase III, including the study, design and construction projects generally described in the current or on -going Airport Master Plan Update and 2020 Vision Final Report. 1.18 Projects: Each of the improvements to be studied, designed, constructed, renovated or installed in connection with the Program, which may include, without limitation, terminals, concourses, airfield improvements (including aircraft aprons, runways, taxiways, lighting or signage, safety areas, and guidance facilities or systems) interior renovation, furnishings, pedestrian bridges, loading bridges, people movers, busways, roadways, parking facilities, infrastructure, drainage facilities, utilities, and ancillary or temporary facilities, all associated demolition and all contracts entered into by the County with respect to the Program or the performance or implementation of such improvements. The initial Projects are identified in Exhibit A. 3 1.19 Small Disadvantaged Business Enterprise ("SDBE"): Whenever the phrases "Small Disadvantaged Business Enterprise," "Minority Business Enterprise" or 'Women Business Enterprise" are used, their Meanings shall be construed by reference to Broward County Ordinance No. 93-17 (which is codified in the Broward County Code at Sections 20-275, et seq., as amended from time to time). ARTICLE 2 PREAMBLE 2.1 In order to establish the background, context and frame of reference for this Agreement and to generally express the objectives and intentions of the respective parties hereto, the following statements, representations and explanations shall be accepted as predicates for the undertakings and commitments included within the provisions which follow and may be relied upon by the parties as essential elements of the mutual considerations upon which this Agreement is based. 2.2 County has an existing contract with URS Corporation for Program Management Services for the Airport Expansion Program, phases I and II (RLI #032495-RB) entered into on November 7, 1995, and subsequently amended, which contract shall terminate on September 30, 2003, hereinafter referred to as the "1995 Agreement." The Program Manager has made certain representations to the County, upon which the County has relied, that: the services authorized by this Agreement are not duplicative of the services Program Manager is required to provide under the 1995 Agreement; the Program Manager shall take all actions necessary to insure that it does not invoice the County for the same service under both agreements; the Program Manager's performance of both agreements shall meet or exceed all of the requirements of both the 1995 Agreement and this Agreement; and, any event entitling the County to terminate one agreement for cause shall be a breach of the other agreement. 2.3 County has budgeted funds for the Program through September 30, 2003. Thus, the term of this Agreement shall continue into or through subsequent fiscal years only if funds for payment of the Program Manager as set forth in Article 7 of this Agreement are budgeted and made available by the Board. Termination due to failure of the Board to budget and make funds available shall not be deemed a breach of this Agreement. 2.4 The Program is funded with County funds. In addition it is anticipated that certain Projects or elements of the Program may be eligible for federal, grant funds, or Passenger Facilities Charges ("PFC's"), or State of Florida grant funds. 4 2.5 The Board has met the requirements of the Consultant's Competitive Negotiation Act, as set forth in Section 287.055, Florida Statutes, and has selected Program Manager to perform the services hereunder. 2.6 Negotiations pertaining to the services to be performed by Program Manager were undertaken between Program Manager and a committee selected by the Board, and this Agreement incorporates the results of such negotiations. ARTICLE 3 SCOPE OF SERVICES 3.1 General. The Program Manager will generally provide the services necessary to implement the series of Projects that comprise the Program. The Projects are generally described on Exhibit A. The parties recognize that additional projects or related services may subsequently be identified that fall within the Program due to scheduling or other requirements. If the County determines in its sole and exclusive discretion that such additional services may be added to this Agreement, then subject to negotiation and agreement of the parties as to the terms thereof, any such additional services shall be identified as additional Projects by amendment to this Agreement or by such other means as may be authorized by this Agreement. 3.2 Program Management Plan. The Program Manager shall establish and implement a comprehensive Program Management Plan ("Plan"), including a Program schedule and procedures and standards for the planning, coordination and administration of the Program. The Plan shall also include procedures for review and expediting of work of the Design Professionals, Contractors, consultants and other persons and firms performing work in connection with the Program, in order to facilitate completion of the Projects in a timely, economical and prudent manner, in accordance with the Program Schedule. The Plan, and any revisions thereto, shall be coordinated with the similar Plan approved pursuant to the 1995 Agreement. The Plan and any revisions thereto shall be subject to the review and written approval of the Contract Administrator. The Program Manager shall propose the initial Plan including a preliminary Program Schedule for review and approval by the Contract Administrator within thirty (30) days following execution of this Agreement. Thereafter, each Project component of the Plan must be in place before the work related to such Project commences. 3.3 Basic Services. The Basic Services to be performed by Program Manager shall consist of the services set forth in this Article 3.3 and in Exhibit B, including all necessary, incidental and related activities and services reasonably inferred by Exhibit B and contemplated in Program Manager's level of effort, collectively referred to as "Basic Services." 5 3.3.1 It is the intent of the parties that the Program, consisting of several separate Projects, be administered and implemented in a cost-effective, timely and efficient manner. The construction process shall have minimal impact on Airport users, and the completed facilities shall meet the aesthetic, functional and maintenance criteria established by the Aviation Department. 3.3.2 The Program Manager shall be responsible forfadministering the design and construction contracts in accordance with County and Aviation Department procedures and for complete coordination of all design efforts and construction. 3.3.3 The Program Manager shall provide completebo_cumentation and control of & documents to effect timely performance by all entities, support for defense of claims and litigation and response to public records requests. 3.3.4 The Program Manager is expected to providW rofessional support in areas such as (but not limited to) contract scoping, plan reviews, evaluation of completeness of submittals, payment submittals, etc., as would be typical for management of any Program of this magnitude. 3.4 On -Site Employees. The parties intend that Basic Services shall be primarily performed by On -Site Employees of Program Manager or its subconsultants. The Program Manager must receive prior written consent of the Contract Administrator or his or her designee before utilizing any Off -Site Employee other than those specifically authorized and identified on the most current, applicable Exhibit E, "Staffing Plan." Regarding the utilization of On -Site or Off -Site Employees, Program Manager shall propose the most cost-effective and time - efficient staffing plan to provide the greatest benefit to the County, taking into account the value of retention of technical and historical knowledge of the Airport and the Program, and the efficient communication provided by co -location of workers. Specific or daily services to be performed by Program Manager may be identified in directives or instructions of the Contract Administrator. 3.5 The design management and design review services of Program Manager will not include design work, unless authorized by a work authorization issued pursuant to the Optional Services provisions of this Agreement and Exhibit D, the category entitled "Subconsultant Design Services." Other than design services authorized pursuant to such a work authorization, the design and construction contracts for the Program will be entered into between the County and the Design Professionals or Contractors, as applicable, pursuant to applicable law and procedures. 6 .C. 3.6 The parties acknowledge that the Scope of Services does not delineate every detail and minor work task required to be performed by Program Manager to complete the Program. If, during the course of the performance of the services included in this Agreement, Program Manager determines that work should be performed to complete a Project or the Program which is, in the Program Manager's opinion, outside the level of effort originally anticipated, whether or not the Scope of Services identifies the work items, Program Manager shall notify Contract Administrator in writing in a timely manner before proceeding with the work. If Program Manager proceeds with said work without notifying Contract Administrator, said work shall be deemed to be within the original level of effort, whether or not specifically addressed in the Scope of Services. Notice to Contract Administrator does not constitute authorization or approval by County to perform the work. Performance of work by Program Manager outside the originally -anticipated level of effort without prior written County approval is at Program Manager's sole risk. 3.7 Staffing and Airport Office. 3.7.1 Due to the nature of the services included in this Agreement, Program Manager shall provide a dedicated level of effort through the staffing of certain key personnel to be located at the Airport for the duration of this Agreement, which Key Employees are identified by name on Exhibit C, attached hereto and made a part hereof. The Key Employees shall become residents of South Florida, provide services for the Program for the duration of this Agreement (absent special circumstances and as long as the Key Employees remain in the Program Manager's employ) and shall be wholly committed to the execution of the services required for the Program. The Key Employees identified in Exhibit C will not be changed, removed, or replaced, without the prior written approval of the Director of the Aviation Department. in the event the appropriate approval shall be given for the replacement, change or removal of any Key Employee, the Program Manager shall bear the costs of all relocation expenses associated with such event. Program Manager shall provide the County with such information as is necessary to determine the suitability of proposed new Key Employees, including without limitation, evidence of its ability to continue to render unimpaired services under this Agreement, including quality and schedules. 3.7.2 In addition to the foregoing, any change, removal or replacement of the "Program Director" or "Principal in Charge" may only occur following three (3) business days written notice of such intended action to the Commission Auditor and the members of the Commission. If within the aforesaid time period, the Commission Auditor or any individual Commissioner shall send a written objection to the Contract Administrator regarding any such proposed change, removal, or 7 replacement of the Program Director or Principal in Charge, then the proposed action shall only be made upon Commission approval of same. 3.7.3 Program Manager shall at all times furnish sufficient and adequate personnel, as may be required and approved by the Contract Administrator, to perform or assist in performing all required functions in the quantities, specialty areas, and job classifications and for such duration as may be necessary for the performance of all services under this Agreement and in accordance with the staffing schedule shown on Exhibit E, attached hereto and made a part hereof. It is the intent of the parties that Exhibit E shall be amended, if necessary and as may be directed or approved in writing by the Contract Administrator, to reflect the level of effort contemplated for subsequent contract years, as may be reflected in amendments establishing compensation for such subsequent contract years. Further, at times other than a new fiscal or contract year (such as phase -in or close-out of various Projects or phases of the Program) the staffing levels may require adjustment, and such adjustments may be accomplished upon written authorization of the Contract Administrator. 3.7.4 The Contract Administrator shall have the right to require replacement of any of Program Manager's staff and to determine whether the proposed replacement staff is acceptable; in such event, the Program Manager shall bear the costs of relocation and all other expenses related to such decision. However, prior to directing the replacement of staff pursuant to this section, Contract Administrator shall advise Program Manager of his or her reasonable justification for same. The discretion provided to the Contract Administrator by this section is in addition to that provided in Sections 3.7.1 and 3.7.2, above. 3.7.5 The Basic Services shall be performed primarily from On -Site facilities, the locations and extent of which shall be determined by the Contract Administrator. Such facilities shall include a centralized administrative office and such other project -specific offices as may be necessary to administer the Program and the Projects. Project offices may be co -located with Design Professionals or Contractors. 3.8 Codes and Regulations. The Program Manager represents and warrants to the County that it is knowledgeable, and that its subconsultants are knowledgeable to the extent necessary to perform the services required by this Agreement, regarding the codes, rules, regulations and permit requirements (hereinafter "Regulations") applicable to the Program in the jurisdictions in which the Program is located, including without limitation Regulations of the pertinent cities, the County, special districts, utility service providers, the State of Florida and the United States of America, including but not limited to the requirements of the 8 Americans with Disabilities Act, the Federal Aviation Administration and the Transportation Security Administration. The Program Manager agrees to comply with all such applicable Regulations now in effect and as may be amended or adopted at any time during the term of this Agreement. Program Manager further agrees to alert County to pending changes to such Regulations as may effect the Program of which it becomes aware. The Program Manager further represents that it is knowledgeable regarding the applicable grant and governmental funding sources for airports, including without limitation, Florida Department of Transportation ("FDOT") grant and loan programs, and United States Department of Transportation ("USDOT") grant programs, including the Federal Aviation Administration ("FAA") and the Transportation Security Administration ("TSA"), as well as -the requirements of Passenger Facility Charges ("PFC") programs and Customer Facility Charges ("CFC") programs. The Program Manager further agrees to take such steps as may be necessary for Projects designated by the Aviation Department to be eligible for receipt and application of grant funds or any other funding sources described herein. Program Manager and its subconsultants agree to provide all certifications to the County regarding compliance with such Regulations as may be required by USDOT, FAA, TSA, FDOT or any other government entity or as may be requested by the Aviation Department. Program Manager shall incorporate the provisions of this Section without modification into all agreements with its subconsultants. 3.9 Program Information. Program Manager shall be responsible for dissemination of all Program information to the Contract Administrator and other pertinent County personnel and agencies as may be necessary for the efficient progress of the Projects or the Program, as further described in Exhibit B. If instructed by the Contract Administrator, certain of such information shall be distributed or made available on electronic media. 3.10 Changes. Program Manager shall not have the authority, without first consulting with and obtaining the written approval of the Contract Administrator, to order a material change in the drawings or specifications for any Project, or take any action or approve any change which increases the cost of the Program or any Project, or the time of performance of any work. 3.11 Qualifications and Licensing. Program Manager represents that it is experienced and fully qualified to perform the services contemplated by this Agreement, and that it is properly licensed pursuant to all applicable laws, rules and regulations to perform such services. 3.12 Technical Accuracy. Program Manager shall be responsible for the technical accuracy and the coordination of all services furnished under this Agreement. 9 Program Manager shall promptly correct or revise any errors or deficiencies in cost estimates, selections of materials, systems and equipment, construction administration, and other services. 3.13 Furnished Materials. Program Manager shall coordinate the delivery, storage, protection and security of all owner -furnished materials, systems and equipment procured for or designated for incorporation into the Program or a Project, and shall coordinate the incorporation of all such materials into the Projects. 3.14 Program Meetings. Program Manager shall conduct and record the proceedings of each Program meeting and shall submit a meeting record to the Contract Administrator within seven (7) calendar days of the date of the meeting. "Program meetings" include all meetings between Program Management staff including its subconsultants and Design Professionals, Contractors, governmental agency staff and other outside entities pertaining to the Program or a Project. In the event the minutes or other record of a meeting are prepared by a participant other than Program Manager, and Program Manager elects to accept same as the record of the meeting, such minutes or record shall be transmitted, kept and maintained in the same manner as records prepared by Program Manager. When meetings or proceedings are required to be conducted in accordance with the "Sunshine Law," Program Manager shall ensure compliance with the notice and minutes requirements of such law. 3.15 Program Filing System. Program Manager shall establish and maintain files of all documents, letters, reports, plans, etc. pertaining to the Program. Program Manager shall provide Aviation staff with a complete set of files at the completion of each Project, including paper and electronic media. Program Manager shall provide, through the contracts with the Design Professionals and Contractors, a complete set of "as built" plans for each Project and a complete set of the final "as permitted" plans for each Project in reproducible paper and electronic formats (in a form acceptable to the Aviation Department), as well as operating manuals, warranties, and submittal data on equipment and fixtures. 3.16 Technical Library. Program Manager shall assemble and maintain a technical library including design documents for all phases of design, specifications, site base maps, aerial photographs, design standards, FAA Advisory Circulars, reference standards, building codes and other relevant literature and applicable regulations useful for expeditious design and construction of the Program. 10 ARTICLE 4 RELATIONSHIP OF THE PARTIES 4.1 The County shall enter into separate agreements with one or more Design Professionals to provide for the design of the Project and design -related services during the construction of the Projects. The County shall also enter into separate agreements with one or more Contractors, including managing general contractors or design/build firms, to provide for the construction of the Projects. Finally, the County may enter into separate agreements for any other aspects of work associated with the Program. All design contracts, professional services contracts, design/build contracts, construction contracts, equipment or materials contracts, and ail other contracts entered into by the County with respect to the Program are herein referred to collectively as the "Program Contracts." The County's Program Contracts shall be administered under the terms of this Agreement by the Program Manager, subject to the directions and approvals of the Contract Administrator, as required by this Agreement. 4.2 The County and the Program Manager mutually agree that the County retains final and ultimate responsibility for its independently contracted Program Contracts. 4.3 The Program Manager covenants with the County to furnish its services hereunder properly, in accordance with the standards of its profession and in conformance with all construction, building and health codes and other applicable federal, state and local rules, regulations and laws throughout the term of this Agreement. The County's participation in the design and construction of the Program or any Project in no way relieves the Program Manager of its professional duties and responsibilities under applicable law and under the contract documents. 4.4 In providing the program management services described in this Agreement, the Program Manager shall use its best efforts to maintain, on behalf of the County, a constructive, professional, cooperative working relationship with the Design Professionals, Contractors, and others that have contracted to perform work pertaining to the Program. While the services to be provided by Program Manager under this Agreement will be performed under the general direction of the Contract Administrator, it is the intent of this Agreement to allow the Program Manager to direct and schedule the performance of all design and construction work to the extent such direction and scheduling by the Program Manager is permitted by the contracts for the design and construction work. The Design Professionals and Contractors performing the construction work will be required to follow all such directions and schedules. It is further the intent of this Agreement that the Program Manager shall perform its duties under this 11 Agreement in a competent, timely and professional manner and that it shall be responsible to the County for any failure in its performance except to the extent that acts or omissions by the County make such performance impossible. 4.5 Nothing in this Agreement shall be construed to mean that the Program Manager assumes any of the responsibilities or duties of the Design Professionals. or the Contractors. The Contractors shall be responsible for construction of the Projects in accordance with their construction contracts with the County. The Design Professionals are responsible for the design requirements and meeting the design criteria as established by the Program Manager for the Projects and shall perform in accordance with their professional services agreements with the — County. Except as set forth in this Agreement, the Program Manager will be entitled to rely upon the Contractors and Design Professionals for the proper performance of services undertaken pursuant to their contracts with the County. The Program Manager is responsible for the overall management of the Program, and the Projects to be constructed as part of the Program, in accordance with this Agreement. Program Manager shall have no responsibility for construction means, methods or techniques, including construction site safety, all of which shall remain the responsibility of others. 4.6 Whenever during the term of this Agreement, Program Manager is required to verify, review, or consider any work performed by others, including but not limited to the Design Professionals, Contractors and other consultants retained by the County, the intent of such requirement is to enable the Program Manager to use its professional expertise to identify any discrepancies or omissions that are inconsistent with aviation industry standards for airport design or construction or which are inconsistent with applicable laws, codes, ordinances and regulations, or which are inconsistent with standards or decisions provided in writing by the Contract Administrator. Program Manager will use reasonable care and skill in accordance with and consistent with customary professional standards to identify discrepancies and omissions and report them in writing with recommendations to the Contract Administrator in a timely manner. The Program Manager's obligation to "timely report" to the Contract Administrator shall mean that Program Manager shall report discrepancies and omissions as soon as possible under the circumstances, taking into account the requirements of the Program schedule and the individual Project schedules. 4.7 In order to avoid a duplication of effort or expense, Program Manager agrees to utilize any County -provided information, including but not limited to, data, reports or analyses that may be prepared or generated by other consultants retained by the County (collectively, "County's Consultants"), that may be required in connection with Program Manager's services hereunder. In addition, Program 12 Manager shall routinely coordinate as necessary any services hereunder.with the County's Consultants and, if requested, by the Contract Administrator, Program Manager shall provide any information, including, but not limited to, data, reports or analyses prepared or generated by Program Manager to the County's Consultants. 4.8 The County shall have the right at any time and in its sole discretion to submit for review to consulting engineers or consulting architects or other consultants, engaged by the County at its own expense for that purpose, any or all parts of the work performed by the Program Manager, and the Program Manager shall cooperate fully in such review at the County's request. ARTICLE 5 TIME FOR PERFORMANCE; DAMAGES 5.1 The term of this Agreement shall commence upon execution by the County and shall continue for a period of five (5) years, or until completion of the Projects, whichever is later, subject to the termination rights set forth in Section 10.2, below. In addition to the bases for termination set forth in Section 10.2, this Agreement shall terminate if funds for payment of the services set forth herein for any subsequent County fiscal year are not budgeted and made available by the Commission. Any extension of this Agreement requires Commission approval. Prior to the commencement of any services under this Agreement, Program Manager must receive a Notice to Proceed from the Contract Administrator. Program Manager's services shall be performed timely to accomplish the Projects in accordance with the Program Schedule that is agreed to in writing by the Contract Administrator. The parties acknowledge that, due to the nature and complexity of the Program, the Program Schedule may require revision based on subsequent circumstances. The Program Schedule may be revised with the prior written consent of the Contract Administrator. 5.2 In the event Program Manager is unable to complete any Project in the time required by the Program Schedule because of delays resulting from untimely review by County or other governmental authorities having jurisdiction over the Program, and such delays are not the fault of Program Manager, or because of delays which were caused by factors outside the control of Program Manager, County shall grant a reasonable extension of time for completion of the services and shall provide reasonable compensation, if appropriate. It shall be the responsibility of Program Manager to notify the Contract Administrator promptly in writing whenever a delay in approval by a governmental agency is anticipated or experienced, and to inform Contract Administrator of all facts and details related to the delay. 13 5.3 In the event either design or construction of any Project extends beyond the time established in the Project Schedule through no fault of Program Manager, and Program Manager's services for the Project are extended accordingly, Program Manager shall be compensated in accordance with Article 7 for all services rendered by Program Manager beyond the Project completion date established in the Program Schedule. 5.4 In the event the construction of any Project extends beyond the time established in the Program Schedule, or extends beyond the time established in the Project construction contract for substantial completion (hereinafter called a "Construction Delay") and such Construction Delay is caused in whole or in part by negligent act, error or_ omission of Program Manager or by Program Manager's failure to perform in accordance with this Agreement, then Program Manager shall pay to County or, at the election of the County, to the Contractor damaged by the Construction Delay that portion of the Contractor's claim or damages associated with the Construction Delay attributable to Program Managers failure. By reference hereto, the provisions of the County's standard form construction contract pertaining to computation of delay damages and resolution of disputes are incorporated herein; Program Manager acknowledges receipt of and familiarity with such standard form provisions; Program Manager accepts and agrees to perform the duties of the Program Manager set forth therein, including participation in mediation when required by such construction contracts. The foregoing obligation is in addition to, independent of, and shall not be construed to limit the rights and obligations of either party set forth in Section 10.11 , "Indemnification of County." ARTICLE 6 AUTHORIZATION OF WORK 6.1 Basic Services. The Basic Services shall be provided primarily by On -Site Employees. Program Manager must obtain the prior written consent of the Contract Administrator in order to utilize Off -Site Employees to provide Basic Services. 6.2 Optional Services. The Optional Services identified in Exhibit D attached hereto and made a part hereof are maximum not -to -exceed amounts. Such services may be authorized by Work Authorization ("W-A") in the sole discretion of the Contract Administrator or the Commission, as applicable, subject to the maximum amounts set forth on such Exhibit for each category of Optional Service. The Program Manager's compensation under an Optional Service W-A shall not exceed the amount set forth in the W-A; if additional work is required above said amount, any increase in compensation must be reflected in an approved W-A. If any of the categories of Optional Services are deleted or not 14 needed, or the services are completed for less than the maximum amount listed for such category, the unused amount allocated to such category may be transferred to any other category listed on Exhibit D, upon written approval of the Contract Administrator. Five (5) days prior to authorizing the transfer of Optional Services funds, the Contract Administrator shall provide written notice of such proposed transfer to the Commission Auditor. The aggregate of all amounts transferred by Contract Administrator among Optional Services categories in a fiscal year shall not exceed $30,000 without prior approval of the Commission. 6.2.1 All Work Authorizations shall be in a format acceptable to the Contract Administrator and shall contain, at a minimum, the following information and requirements: 6.2.1.1 Each Work Authorization shall contain: (a) a description of the work to be performed and the deliverable(s) to be provided; (b) reference to the Optional Service category pursuant to which the work is being performed; (c) a statement of the amount and method of compensation (i.e. maximum not to exceed or lump sum) and, if the work is to be done in phases, identification of the phases of work and percentage of payment applicable to each phase; (d) the maximum amount for any reimbursables associated with the work; (e) the time established for completion of the work and for submission of any required deliverables; and (f) a summary form staffing plan for the performance of the work, identifying the personnel, rates and multipliers (if applicable), which shall be consistent with the rates and multipliers applicable to Basic Services, except as authorized by the immediately following subsection. In addition, the Work Authorization may contain additional instructions or provisions relating to the work, and Program Manager shall perform the work in accordance with any such instructions. 6.2.1.2 In the event the nature of the work requires that the Optional Services work be performed by a subconsultant other than those identified on Exhibit F, such subconsultant and its salary rates and multipliers must be approved by the Contract Administrator in accordance with Section 10.8 prior to or contemporaneously with the approval of the W-A. 6.2.1.3 Work Authorizations for "Special Advisory Services" shall be subject to the following additional provisions and limitations: (a) Prior to issuance of a Special Advisory Services W-A, the Program Manager shall provide an estimate for all charges expected to be incurred for such work, which shall be reviewed by the Contract Administrator, and a final amount for Program Manager's compensation shall be established in the W-A; (b) Special Advisory W-A's that will cost the County less than $30,000 may be approved 15 and signed by the Contract Administrator; (c) Special Advisory W-A's.that will cost the County $30,000 or more must be approved in advance by the Commission and signed by its Chair or Vice -chair and the Program Manager. Program Manager's compensation under a Special Advisory Services W-A shall not exceed the amount established in the approved W-A unless such amount was first approved by the Commission or the Contract Administrator, as applicable. ARTICLE 7 COMPENSATION AND METHOD OF PAYMENT 7.1 BASIC SERVICES & REIMBURSABLES FOR BASIC SERVICES. 7.1.1 For Basic Services performed by Program Manager following commencement of this Agreement and through September 30, 2003, the County agrees to pay the Program Manager Salary Costs, as defined herein, up to a maximum amount not -to -exceed of: $3 299,378 and to reimburse Program Manager for Reimbursables, as defined herein, up to a maximum amount not -to -exceed of $300,000, for a total maximum amount for Basic Services of $3,599,378. 7.1.2 For Basic Services performed under this Agreement in subsequent County fiscal years, the County agrees to pay the Program Manager a maximum amount that shall not exceed the amount budgeted and approved by the County, which amount shall include all Salary Costs and Reimbursables. The annual budgeted amount shall be set forth in a written amendment to this Agreement, negotiated and approved in accordance with the County's Procurement Code. 7.2 OPTIONAL SERVICES & REIMBURSABLES FOR OPTIONAL SERVICES. 7.2.1 For Optional Services described on Exhibit D which are performed following commencement of this Agreement and through September 30, 2003, as may be authorized in accordance with Article 6 hereof, the County agrees to pay Program Manager a maximum amount not -to -exceed of $1,300,000, which amount includes all Salary Costs, as defined herein, and all Reimbursables, as defined herein. 7.2.2 For Optional Services performed under this Agreement in subsequent County fiscal years, as may be authorized in accordance with Article 6 hereof, the County agrees to pay the Program Manager a maximum amount that shall not exceed the amount budgeted and approved by the County, which amount shall include all Salary Costs and Reimbursables. The annual budgeted amount shall be set forth in a written amendment to this Agreement, negotiated and approved in accordance with the County's Procurement Code. 16 7.3 SALARY COSTS 7.3.1 With respect to On -Site Employees, the term "Salary Costs" shall mean the hourly, raw salary rates listed on Exhibit F, multiplied by an overall factor of 2.30, which consists of the following: (1) a fringe benefits factor of 41.09%, which includes sick leave, vacation, holiday, unemployment, excise and payroll taxes, contributions for social security, unemployment compensation insurance, retirement benefits, and medical and insurance benefits; (2) an overhead factor of 63.31%; and (3) an operating profit margin of 12.5% . 7.3.2 With respect to Off -Site Employees, the term "Salary Costs" shall mean the — hourly, raw salary rates listed on Exhibit F for Program Manager's employees and for subconsultant employees, as applicable, multiplied by an overall factor of 2.60, which consists of (1) a fringe benefits factor of 41.09%, which includes sick leave, vacation, holiday, unemployment, excise and payroll taxes, contributions for social security, unemployment compensation insurance, retirement benefits, and medical insurance benefits; (2) an overhead factor of 89.7%; and (3) an operating profit margin of 12.5%. 7.3.3 Salary Costs are payable only for time directly attributable to the Program, except as otherwise authorized by Sections 7.3.5 or 7.3.6, below, and shall not include travel time. A detailed breakdown of these costs shall be kept current and readily accessible to County. The breakdown of overhead and fringe benefit factors shall be certified by a Certified Public Accountant. Said certification shall be dated within ninety (90) calendar days after Program Manager's just -completed fiscal year. Program Manager certifies that all rates and multipliers set forth herein are consistent with the Federal Acquisition Regulation (FAR) Guidelines for Cost & Pricing Data. Commencing October 1, 2003, the raw hourly rates on Exhibit F may be increased annually by the increase to the Consumer Price Index or 4%, whichever is less, as approved by the County for subsequent fiscal years. Notwithstanding the foregoing, the maximum billing rate for all Salary Costs shall be $175 per hour. 7.3.4 On -Site Employees shall be considered "salaried" and shall be expected to work the number of hours on the Program as may be required to accomplish their professional duties in accordance with this Agreement. On -Site Employees shall keep daily time sheets generally describing the work performed each day, which shall be provided monthly to the Contract Administrator with Program Manager's invoice. Notwithstanding the foregoing, the total hours of Salary Costs payable by the County on account of any On -Site Employee shall not exceed forty (40) 17 hours in any week; no overtime Salary Costs shall be payable on account of any such On -Site Employee. 7.3.5 The Contract Administrator may, for good cause and in connection with a critical Program event requiring extraordinary commitment of staff, time and effort by Program Manager (such as the preparation for the opening to the public or completion of a Project), authorize payment of Salary Costs of any On -Site Employee during a "time off" period, which authorization shall only be given if a prior written request for such compensation is made by Program Manager to Contract Administrator setting forth the nature of the critical event and other reasons supporting the request. The Contract Administrator may grant or deny such a request in his or her sole and exclusive discretion. 7.3.6 It is acknowledged that: Inspectors and certain other employee classifications listed on Exhibit F are, at times, required to work hours substantially different from County business hours; the practice of the construction industry is to adjust the compensation to Inspectors to accommodate the needs of the construction project; and, that the continued progress of the Program depends on Program Manager supplying adequate Inspectors, as and when needed. In the event it is necessary in order to attract, keep or retain adequate Inspectors or similar employees, the County may pay Salary Costs for hours in excess of 40 hours per week on account of such employees, provided prior written approval of the Contract Administrator is obtained and Salary Costs for hours exceeding 40 per week are reduced to eliminate from the applicable multiplier the "overhead" factor. In addition, the Contract Administrator shall report quarterly to the Commission Auditor the total number of employees, hours and amounts paid pursuant to this Section 7.3.6. 7.4 REIMBURSABLES 7.4.1 In accordance with and pursuant to the Broward County Procurement Code, direct nonsalary expenses, entitled Reimbursables, directly attributable to the Program will be charged at actual cost, shall be in accordance with Attachment III, and shall be limited to the following: 7.4.1.1 Identifiable transportation expenses in connection with the Program, subject to the limitations of Section 112.061, Florida Statutes. Transportation expenses from locations inside the Miami Dade-Broward-Palm Beach County area to locations inside the Miami Dade-Broward-Palm Beach County area will not be reimbursed. Transportation expenses to locations outside the Miami Dade-Broward-Palm Beach County area or from locations outside the 18 Miami Dade-Broward-Palm Beach County area will not be reimbursed unless specifically pre -authorized in writing by the Contract Administrator; 7.4.1.2 Identifiable per diem, meals and lodgings, taxi fares and miscellaneous travel - connected expenses for Program Manager's personnel subject to the limitations of Section 112.061 Florida Statutes. Meals for class C travel • inside Broward County will not be reimbursed. Meals and lodging expenses will not be reimbursed for temporarily relocating Program Manager's employees from one of Program Manager's offices to another office if the employee is relocated for more than ten (10) consecutive calendar days. Lodging will be reimbursed only for room rates equivalent to Holiday Inn, Howard Johnson or Ramada Inn. Reimbursables covered hereby must have the written approval of the Contract Administrator prior to being incurred; 7.4.1.3 Communication expenses identified to the Program, such as long distance telephone, radio, on-line computer time, database research time, courier and express mail between and among the Program Manager's various offices and the County, the Design Professionals, Contractors, subconsuitants, government departments and agencies, utility companies, railroads, materials suppliers and the like. Reimbursables covered hereby must have the written approval of the Contract Administrator prior to payment of same; 7.4.1.4 Cost of printing, reproduction or photography which is required by or of Program Manager to deliver services set forth in this Agreement. Reimbursables covered hereby must have the written approval of the Contract Administrator prior to payment of same; 7.4.1.5 Identifiable testing costs pre -authorized in writing by Contract Administrator; 7.4.1.6 Permit fees paid to regulatory agencies for approvals directly attributable to the Program, pre -authorized in writing by the Contract Administrator. These permit fees do not include those permits required for the Contractors; 7.4.1.7 The reimbursables listed on Exhibit G, attached hereto and made a part hereof. All office supplies, computer hardware and other equipment which are purchased as a Reimbursable shall become the property of County after reimbursement to Program Manager and shall be delivered and ownership transferred, if required, to County within ten (10) days after receipt of written notice requiring such transfer. Ail licenses, warranties, maintenance, and service contracts (including without limitation those pertaining to software) shall be transferred into the County's name at the same time. Reimbursables described by Exhibit G must have the written approval of the Contract 19 Administrator prior to being incurred, except where indicated otherwise herein or on Exhibit G. 7.4.1.8 Reimbursable subconsultant expenses are limited to the items described above when the subconsultant agreement provides for reimbursable expenses. 7.4.1.9 A detailed statement of expenses must accompany any request for reimbursement. Expenses other than automobile travel must be documented by originals of paid receipts, or other evidence of payment acceptable to the Contract Administrator. 7.4.2 It is acknowledged and agreed to by Program Manager that the dollar limitation set forth in Sections 7.1.1 and 7.2.1 is a limitation upon, and describes the maximum extent of, County's obligation to reimburse Program Manager for direct, nonsalary expenses, but does not constitute a limitation, of any sort, upon Program Manager's obligation to incur such expenses in the performance of services hereunder. If County or Contract Administrator requests Program Manager to incur expenses not contemplated in the amount for Reimbursables, Program Manager shall notify Contract Administrator in writing before incurring such expenses. Any such expenses shall be reviewed and approved by County prior to incurring such expenses. 7.4.3 If the amounts needed for any of the Reimbursable categories on Exhibit G are Tess than the maximum amount established for such category, the unused amount allocated to such category may be transferred to any other category on said Exhibit upon written approval of the Contract Administrator (said unused amounts being called "transferred amounts"). Five (5) days prior to authorizing the transfer of any funds hereunder, the County Administrator shall provide written notice of such transfer to the Commission Auditor. Notwithstanding the foregoing, the aggregate of all Reimbursable amounts transferred by Contract Administrator shall not exceed $30,000 in any County fiscal year without the prior approval of the Commission. 7.5 METHOD OF BILLING AND PAYMENT 7.5.1 Program Manager shall submit billings on a monthly basis in a timely manner for all Salary Costs and Reimbursables attributable to the Program. These billings shall identify the nature of the work performed, the total hours of work performed by named employee, and the employee category of the individuals performing same. Billings shall itemize and summarize Reimbursables by category and identify same as to the personnel incurring the expense and the nature of the 20 work with which such expense was associated. Where written approval by Contract Administrator is required for Reimbursables, a copy of said approval shall accompany the billing for such reimbursable. The statement shall show a summary of Salary Costs and Reimbursables with accrual of the total and credits for portions paid previously. External Reimbursables and subconsultant fees must be documented by copies of invoices or receipts which describe the nature of the expenses and contain such information as may be required to clearly indicate the expense is identifiable to the Program. Subsequent addition of the identifier to the invoice or receipt by the Program Manager is not acceptable except for meals and travel expenses. Internal expenses must be documented by appropriate Program Manager's cost accounting forms with a summary of charges by category. When requested, Program Manager shall provide backup for past and current invoices that records hours and Salary Costs by employee category, Reimbursables by category, and subconsultant fees on a task basis, so that total hours and costs by task may be determined. 7.5.2 With respect to Basic Services, County shall pay Program Manager within thirty (30) calendar days from receipt of Program Manager's proper invoice, as defined by County's Prompt Payment Ordinance, 100% of the total shown to be due on such invoice. 7.5.3 With respect to Work Authorizations for Optional Services, unless a different method of payment is specified in the Work Authorization, County shall pay Program Manager one hundred percent (100%) of the total shown to be due on its statement, following completion of the services described by the Work Authorization. Payment will be made within thirty (30) calendar days following the Contract Administrator's review and approval of the deliverables set forth in the Work Authorization and the receipt of Program Manager's proper statement, as defined by County's Prompt Payment Ordinance. 7.5.4 Final payment to the Program Manager upon Program completion must be approved by the Director of the Broward County Purchasing Division. 7.6 Payment shall be made to Program Manager at the following address, or in accordance with such wire transfer instructions provided by Program Manager from time to time: URS Corporation 3550 S.W. 2nd Avenue Fort Lauderdale, Florida 33315 21 ARTICLE 8 ADDITIONAL SERVICES AND CHANGES IN SCOPE OF SERVICES 8.1 County or Program Manager may request changes that would increase, decrease, or otherwise modify the Scope of Services to be provided under this Agreement. Such changes must be made in accordance with the provisions of the Broward County Procurement Code and must be contained in a written amendment, prepared with the same or similar formality as this Agreement and executed by the Commission and the Program Manager, prior to any deviation from the terms of this Agreement including the initiation of any additional services. County shall compensate Program Manager for such additional services as provided in Article 7, on the basis of the hourly rates set forth on Exhibit F, for time directly attributable to the work authorized under this Agreement. 8.2 Program Manager shall be available as necessary for on -call expert testimony to assist with litigation or administrative proceedings pertaining to the Program or any related matters. Program Manager shall be available to provide general consultation, specialized analysis, preparation of exhibits, depositions, cross- examination support and expert testimony. County shall compensate Program Manager for such services as provided in Article 7. 8.3 In the event a dispute between the Contract Administrator and Program Manager arises over whether requested services constitute additional services and such dispute cannot be resolved by the Contract Administrator and Program Manager, such dispute shall be promptly presented to County's committee which negotiated this Agreement, for resolution. The committee's decision shall be final and binding on the parties. Any resolution in favor of Program Manager shall be set forth in a written document in accordance with Section 8.1 above. During the pendency of any dispute, Program Manager shall promptly perform the disputed services. ARTICLE 9 COUNTY'S RESPONSIBILITIES 9.1 County shall assist Program Manager by placing at Program Manager's disposal all information County has available pertinent to the Program including previous reports and any other data relative to design or construction of the Program. Program Manager specifically acknowledges that County, in making reports, site information and documents available to the Program Manager, is in no way certifying as to the accuracy or completeness of such data, including any information provided in the County's Request for Letters of Interest, RLI 22 #102301-RB, and back-up documentation thereto. Any conclusions or assumptions drawn through examination thereof shall be the sole responsibility of the Program Manager and subject to whatever measure it deems necessary to final verification essential to its performance under this Agreement. 9.2 County shall arrange for access to, and make all provisions for, Program Manager to enter upon public and private property as required for Program Manager to perform its services. 9.3 County shall review any itemized deliverables or other documents identified on Exhibits B or D that are presented by Program Manager and shall respond in writing with any comment within the time set forth in the approved Program Schedule. 9.4 County shall give prompt written notice to Program Manager whenever County observes or otherwise becomes aware of any development that affects the scope or timing of the Program Manager's services. 9.5 County shall make the Program Administration Office available to the Program Manager. ARTICLE 10 MISCELLANEOUS 10.1 OWNERSHIP OF DOCUMENTS. All finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared or provided by Program Manager in connection with this Agreement shall become the property of County, whether the Project for which they are made is completed or not, and shall be delivered by Program Manager to County within ten (10) days of the receipt of the written notice of termination. If applicable, County may withhold any payments then due to Program Manager until Program Manager complies with the provisions of this section. Any reuse of documents by County without written verification or adaptation by Program Manager for the specific purpose intended will be without liability to the Program Manager. The Program Manager shall secure from the Design Professionals and provide to County "as built" plans and specifications for the completed Projects, in such paper and electronic formats as may be requested by the County. If any funding for this Agreement is provided by the Federal Aviation Administration (FAA) or any other federal agency, then all rights to inventions and materials generated under this contract are subject to regulations issued by the FAA or any such other federal agency, and the Sponsor of any grant under which this contract is executed. Information regarding these rights is available 23 from the FAA and the Sponsor. 10.2 TERMINATION 10.2.1 This Agreement may be terminated for cause by action of Board or by Program Manager upon three (3) business days' written notice by the party that elected to terminate, or for convenience by action of Board upon not less than fourteen (14) calendar days' written notice by Contract Administrator. This Agreement may also be terminated by Contract Administrator upon such notice as Contract Administrator deems appropriate under the circumstances in the event Contract Administrator determines that termination is necessary to protect the public health, safety, or welfare. 10.2.2 Termination of this Agreement for cause shall include, but not be limited to, failure to suitably perform the work, failure to continuously perform the work in a manner calculated to meet or accomplish the objectives of County as set forth in this Agreement, or multiple breach of the provisions of this Agreement notwithstanding whether any such breach was previously waived or cured. 10.2.3 Notice of termination shall be provided in accordance with the "NOTICES" section of this Agreement except that notice of termination by Contract Administrator which Contract Administrator deems necessary to protect the public health, safety, or welfare may be verbal notice which shall be promptly confirmed in writing in accordance with the "NOTICES" section of this Agreement. 10.2.4 In the event this Agreement is terminated for convenience, Program Manager shall be paid for any services performed to the date the Agreement is terminated. Compensation shall be withheld until all documents specified in Section 10.1 of this Agreement are provided to the County. Upon being notified of County's election to terminate, Program Manager shall refrain from performing further services or incurring additional expenses under the terms of this Agreement. Under no circumstances shall County make payment of profit for services which have not been performed. Program Manager acknowledges and agrees that ten dollars ($10.00) of the compensation to be paid by County, the adequacy of which is hereby acknowledged by Program Manager, is given as specific consideration to Program Manager for County's right to terminate this Agreement for convenience. 10.2.5 In addition, the County shall have the right, at its sole and exclusive discretion and upon seven (7) calendar days notice in writing, to terminate and any one or more phases of service described in Exhibits A, B or D from this Agreement, and 24 to procure services for such Program phases or Projects from another source. In such event: (i) Program Manager shall be paid for services performed through the date of termination (including all Reimbursables then due or incurred to termination date); and (ii) any phases not terminated by such written notice shall continue to be covered by this Agreement and Program Manager shall perform the services required by such phases pursuant to the terms and conditions hereof. However, Program Manager shall refrain from performing further services or incurring any additional expenses under any terminated phases. 10.2.6 If the term of this Agreement extends beyond a single fiscal year of County, the continuation of this Agreement beyond the end of any fiscal year shall be subject to the availability of funds from County in accordance with Chapter 129, Florida Statutes, as it may be amended. 10.2.7 In the event of any termination (whether a termination of the entire Agreement or any phase of the Agreement) Program Manager shall deliver all documents and records, including without limitation, all data, studies, surveys, drawings, maps, models, photographs and reports prepared or provided by Program Manager in connection with this Agreement (in whatever state they may be in at the date of termination) to the County within ten (10) calendar days following receipt of the written notice of termination. Any compensation due Program Manager shall be withheld until all documents and records are received by County as provided herein. 10.3 AUDIT RIGHT AND RETENTION OF RECORDS . County shall have the right to audit the books, records, and accounts of Program Manager that are related to the Program and this Agreement. Program Manager shall keep such books, records and accounts and require any and all subconsultants to keep books, records and accounts as may be necessary in order to record complete and correct entries related to the Program and this Agreement, including without limitation, entries as to personnel hours charged to the Program and any expenses for which Program Manager expects to be reimbursed. Program Manager shall preserve and make available, at reasonable times for examination and audit by County, all books, records and accounts relating to the Program and this Agreement, including without limitation, financial records, supporting documents, statistical records, and any other documents pertinent to this Agreement or the Program, all of which shall be preserved for the required "Retention Period" (as hereinafter defined). The "Retention Period" is defined as the greater of: (I) the required retention period of the Florida Public Records Act (Chapter 119, Fla. Stat.), or if any audit has been initiated and audit findings have not been resolved at the end of such period, the books, records and accounts shall be retained until resolution of the audit findings, or (ii) for a period 25 of three (3) years after final payment and the completion of all work to be performed pursuant to this Agreement, or if any audit has been initiated and audit findings have not been resolved at the end of the three years, the books, records and accounts shall be retained until resolution of the audit findings, or (iii) if this Project is subject to Florida Department of Transportation grants, for a period of five (5) years after final payment and the completion of all work to be performed pursuant to this Agreement, or if any audit has been initiated and audit findings have not been resolved at the end of the five years, the books, records and accounts shall be retained until resolution of the audit findings, or (iv) such period as may be designated by the Contract Administrator for any records that are required for use in litigation. Incomplete or incorrect entries in such books and records will be grounds -for County's disallowance and recovery of any fees or expenses based upon such entries. if the Florida Public Records Act is determined by County to be applicable to Program Manager's records, Program Manager shall comply with all requirements thereof; however, no confidentiality or non -disclosure requirement of either federal or state law shall be violated by Program Manager. 10.4 NONDISCRIMINATION, EQUAL OPPORTUNITY EMPLOYMENT AND AMERICANS WITH DISABILITIES ACT 10.4.1 Program Manager shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. Program Manager shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by County, including Titles 1 and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, Program Manager shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. 10.4.2 Program Manager's decisions regarding the delivery of services under this Agreement shall be made without regard to or consideration of race, age, religion, color, gender, sexual orientation (Broward County Code, Chapter 16'/2), national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used as a basis for service delivery. 10.4.3 Program Manager shall not engage in or commit any discriminatory practice in violation of the Broward County Human Rights Act (Broward County Code, Chapter 16%) in performing any services pursuant to this Agreement. 26 10.4.4 Program Manager agrees to abide by the nondiscrimination requirements set forth on Attachment I, attached hereto and made a part hereof. 10.5 SMALL DISADVANTAGED BUSINESS ENTERPRISE AFFIRMATIVE ACTION PROGRAM (SDBEAAP) 10.5.1 The Board enacted an ordinance establishing SDBEAAP and including goals in all County procurement activity of $75,000 in total contract value for architectural/engineering and related activity. This Agreement does have assigned SDBE goals as stated: The Goal for this -Agreement is 25% SDBE participation. 10.5.2 County and Program Manager agree that prime and subcontract awards to Small Disadvantaged Business Enterprises and Minority -Majority Joint Ventures are crucial to the achievement of County's SDBE participation goals. In an effort to assist County in achieving its established goals for this Project, Program Manager agrees to take affirmative actions to meet the current SDBE participation goals established by County. Program Manager shall comply with its Affirmative Action Plan described in Exhibit B, "Scope of Services," Section 1.5. 10.5.3 Program Manager incorporates by Exhibit H, attached hereto and made a part hereof, the names, addresses, scope of work and dollar value of SDBE participation on the Schedule of SDBE Participation. Program Manager understands that each minority and/or women -owned firm utilized on the Program to meet County's goals must be certified by the Division of Equal Employment and Small Business Opportunity. Program Manager agrees to enter into a formal contract with the SDBE subconsultants listed on Exhibit H upon execution of this Agreement by the Program Manager and the County. 10.5.4 Program Manager understands that it is the responsibility of the Division of Equal Employment and Small Business Opportunity and the Contract Administrator (BCAD) to monitor compliance with the SDBEAAP. Program Manager shall report SDBE participation and progress for its subconsultants. The first report shall be provided at the end of the first quarter following the execution of this Agreement by the County. 10.5.5 The Program Manager must inform the Division of Equal Employment and Small Business Opportunity immediately, in writing, when an SDBE 27 subconsultant is not able to perform. If the Program Manager is unable to substitute the unavailable SDBE with another certified SDBE, the actual substitute of a non-SDBE subconsultant may not occur until the Division of Equal Employment and Small Business Opportunity has verified the good faith efforts of the Program Manager to substitute the unavailable SDBE with another certified SDBE. 10.5.6 A Letter of Intent to perform as a subconsultant executed by each SDBE subconsultant listed on the Schedule of SDBE Participation must be submitted to the Division of Equal Employment and Small Business Opportunity prior to execution of this Agreement. The Letter of Intent form may be obtained at the Division of Equal Employment and Small Business Qpportunity. The information contained within the Letter of Intent and the information contained within the SDBE Participation Schedule should be the same as to content. 10.5.7 In addition to the foregoing actions to achieve compliance with the participation goals applicable to this Agreement, Program Manager shall provide the following services to assist the County and all entities participating in the Program to achieve participation goals for the various Projects: 10.5.7.1 Establish a plan room where plans and specifications for various bid and proposal packages of the Projects shall be available for use by SDBEs during bidding and proposal periods. Program Manager shall assign one or more On -Site Employees to assist SDBEs with the review of specifications and bid packages. The plan room location, telephone number, fax number and hours of operation will be listed in appropriate directories, and periodic advertisements will be placed about its existence; 10.5.7.2 Encourage and maintain a construction bid package philosophy that will enhance the SDBE community's opportunity to obtain work in the Program; 10.5.7.3 Assist in the development of capabilities of SDBEs that are subconsultants or subcontractors on the Program, including outreach and offers of assistance regarding general business management, financial management, business development, regulatory compliance, etc. The purpose of the foregoing is to assist SDBEs to advance to a level that allows such firms to compete, on their own, with non-SDBE firms. 10.5.7.4 Identify and verify applicable requirements for equal employment opportunity programs for inclusion in proposed contract documents for the Projects. 28 10.5.7.5 Compile SDBE and other reports provided by Design Professionals and Contractors and forward such reports quarterly with a summary setting forth the progress of SDBE participation to the County Administrator and the County Office of Contract Compliance. 10.6 PUBLIC ENTITY CRIMES ACT. Program Manager represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes), which essentially provides that a person or affiliate who is a contractor, consultant or other provider and 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 County, may not submit a bid on -a contract with County for the construction or repair of a public building or public work, may not submit bids on leases of real property to County, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with County, and may not transact any business with County in excess of the threshold amount provided in Section 287.017, Florida Statutes, for category two purchases for a period of 36 months from the date of being placed on the convicted vendor list. Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from County's competitive procurement activities. In addition to the foregoing, Program Manager further represents that there has been no determination, based on an audit, that it committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether Program Manager has been placed on the convicted vendor list. ' 10.7 NO CONTINGENT FEE. Program Manager warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Program Manager, 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 Program Manager 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 this provision, County shall have the right to terminate the Agreement without liability at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 10.8 SUBCONSULTANTS 10.8.1 Program Manager shall utilize the subconsultants identified in the proposal that 29 was a material part of the selection of Program Manager to provide the services for this Project. Program Manager shall obtain written approval of Contract Administrator prior to changing or modifying the list of subconsultants set forth on Exhibit F. Any services performed by subconsultants shall be passed through to the County without additional charge by Program Manager, and invoices for such charges shall be itemized, describing work performed and charges incurred. 10.8.2 The Program Manager represents that it has made and will make reasonable investigation of all subconsultants to be utilized in the performance of work under this Agreement to determine that they possess the skill, knowledge and experience necessary to enable them to perform the services required. Nothing in this Agreement shall relieve the Program Manager of its prime and sole responsibility for the performance of the work under this Agreement. 10.8.3 All rates, multipliers and any other fees charged by any subconsultants shall be not more than those rates, multipliers and other fees in any contracts that any such subconsultants may have with the County directly or as subconsultants under some other County agreement. 10.8.4 Program Manager shall bind each and every approved subconsultant to the terms stated in this Agreement and shall require the proper licensing of such subconsultants. 10.8.5 If any of the services outlined in this Agreement are furnished by Program Manager by obtaining the services of subconsultants, Program Manager shall provide County with proposals and contracts between the subconsultants and Program Manager outlining the services to be performed and the charges for same, together with any other documentation required by County. 10.9 PROGRAM MANAGER CERTIFICATION. The Program Manager hereby certifies that this Agreement is made in good faith, and without fraud, collusion of any kind with any other Program Manager for the same work, and that the Program Manager is acting solely on its own behalf without connection with, or obligation to, any undisclosed person or firm. 10.10 ASSIGNMENT AND PERFORMANCE. Neither this Agreement nor any interest herein shall be assigned, transferred, or encumbered by either party and Program Manager shall not subcontract any portion of the work required by this Agreement' except as authorized pursuant to Section 10.8. Program Manager represents that all persons delivering the services required by this Agreement have the knowledge and skills, either by training, experience, education, or a combination thereof, to adequately and competently perform the duties, 30 obligations, and services set forth in the Scope of Services and to provide and perform such services to County's satisfaction for the agreed compensation. Nothing in this Agreement shall relieve the Program Manager of its prime and sole responsibility for the performance of the work under this Agreement. Program Manager shall perform its duties, obligations, and services under this Agreement in a skillful and respectable manner. The quality of Program Manager's performance and all interim and final product(s) provided to or on behalf of County shall be comparable to the best local and national standards. 10.11 INDEMNIFICATION OF COUNTY. Program Manager shall indemnify, and hold harmless County, its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness or intentionally wrongful conduct of Program Manager, and other persons employed or utilized by Program Manager in the performance of this Agreement. Except as specifically provided herein, this Agreement does not require that Program Manager defend, indemnify, or hold harmless the County, its employees, officers, directors, or agents from any liability, damage, loss, claim, action, or proceeding. In the event that any action or proceeding is brought against County by reason of any such claim or demand, Program Manager shall, upon written notice from County, resist and defend such action or proceeding by counsel satisfactory to County. The provisions of this section shall survive the expiration or earlier termination of this Agreement. To the extent considered necessary by Contract Administrator and County Attorney, any sums due Program Manager under this Agreement may be retained by County until all of County's claims for indemnification pursuant to this Agreement have been settled or otherwise resolved; and any amount withheld shall not be subject to payment of interest by County. 10.12 INSURANCE. Program Manager shall provide, pay for and maintain in force at all times during the services to be performed, such insurance, including Professional Liability Insurance, Workers' Compensation Insurance, Comprehensive General or Commercial Liability Insurance, Business Automobile Liability Insurance and Employer's Liability Insurance. Such policy or policies shall be issued by approved companies authorized to do business in the State of Florida and having agents upon whom service of process may be made in the State of Florida. Program Manager shall specifically protect County and the Broward County Board of County Commissioners by naming County and the Broward County Board of County as additional insureds under the Comprehensive General or Commercial Liability Insurance policy hereinafter described. 31 10.12.1 Professional Liability Insurance shall be provided with the limits of liability provided by such policy to be not less than Ten Million Dollars ($10,000,000), with a deductible of not more than $250,000. Program Manager shall notify County in writing within thirty (30) calendar days of any claims filed or made against the Professional Liability Insurance Policy. 10.12.2 Workers' Compensation Insurance shall be provided to apply for all employees in compliance with the Workers' Compensation Law of the State of Florida and all applicable federal laws. 10.12.3 Comprehensive General or Commercial Liability Insurance with minimum limits of One Million Dollars ($1,000,000.00) per occurrence combined single limit for Bodily Injury Liability and- Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Commercial General Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: Premises and/or Operations. Independent' Contractors. Broad Form Property Damage Broad Form Contractual Coverage applicable to this specific Agreement. Personal Injury Coverage with Employee and Contractual Exclusions removed with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability. 10.12.4 Business Automobile Liability Insurance shall be provided with minimum limits of Five Million Dollars ($5,000,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office and must include: Owned vehicles. Hired and non -owned vehicles. 10.12.5 Program Manager shall provide to County Certificate(s) of Insurance for all insurance policies required by Section 10.12 including any subsection thereunder. County reserves the right to require a certified copy of such policies upon request. All certificates and endorsements required herein shall state that County shall be given at least thirty (30) calendar days notice prior to expiration or cancellation of the policy. Any insurance coverage that is written on a "claims made" basis must remain in force for two (2) years after the acceptance of the 32 Project by the County. 10.13 REPRESENTATIVE OF COUNTY AND PROGRAM MANAGER . The parties recognize that questions in the day-to-day conduct of the Project will arise. The Contract Administrator, upon Program Manager's request, shall advise Program Manager in writing of one (1) or more Contract Administrator's employees to whom all communications pertaining to the day-to-day conduct of the Project shall be addressed. Program Manager shall inform the Contract Administrator in writing of Program Manager's representative to whom matters involving the conduct of the Project shall be addressed. 10.14 NO CONFLICTS. 10.14.1 Except as may be authorized as Optional Services, Program Manager, its subconsultants, and the subsidiaries and personnel of Program Manager and its subconsultants (such subconsultants, subsidiaries, and personnel are collectively referred to as the "PM Entities") shall not be eligible for any of the design or construction contracts or other Program Contracts that will be awarded by the County in connection with the Program after the execution of this Agreement if any such contract is under the administration, direction, management or control of the Program Manager. Subsequent to the execution of this Agreement, Program Manager, and the PM Entities shall not propose on, bid for, or otherwise compete for or participate in any contracts for Program design or Program construction or any other Program Contracts if any such contract is under the administration, direction, management or control of the Program Manager. Except as hereinafter provided, Program Manager and the PM Entities shall not participate in or receive any financial or other benefit, in any manner whatsoever, from any of the design contracts or construction contracts or other Program Contracts that will be awarded by the County in connection with the Program subsequent to the execution of this Agreement. (a) In the event any PM Entity desires to propose or bid on any Program Contract that is not under the administration, direction, management or control of the Program Manager, then such PM Entity must terminate its contractual relationship with the Program Manager upon award of any such contract by the Commission. (b) In the event any PM Entity desires to propose or bid on any Program Contract that is under the administration, direction, management or control of the Program Manager, then such PM Entity must first terminate its contractual relationship with the Program Manager before submitting any such proposal or bid. 33 10.14.2 The employees and officers of Program Manager, its subconsultants, and the subsidiaries of Program Manager and its subconsultants shall not, during the term of this Agreement, serve as an expert witness against County in any legal or administrative proceeding in which he or she is not a party, unless compelled by court process. Further, Program Manager agrees that such persons shall not give sworn testimony or issue a report or writing, as an expression of his or her expert opinion, which is adverse or prejudicial to the interests of County or in connection with any such pending or threatened legal or administrative proceeding. The limitations of this section shall not preclude such persons from representing themselves in any action or in any administrative or legal proceeding. In the event Program Manager utilizes any subconsultants to perform any services required by this Agreement, Program Manager agrees to prohibit such subconsultants, by written contract, from having any conflicts within the meaning of this Section 10.14. 10.14.3 Program Manager, its subconsultants, and the subsidiaries, officers, and personnel of Program Manager and its subconsultants shall not acquire any interest in any parcel of land or improvement thereon located within the Airport boundaries, as described in the Master Plan Update, including such additional property that may need to be acquired to implement the development described in the Master Plan Update. 10.14.4 Program Manager, its subconsultants, and the subsidiaries, officers and personnel of Program Manager and its subconsultants shall not perform consulting work or provide legal services that would in any way be in conflict with the Project or detrimental to the Project, for any municipality, developer, tenant or landowner developing or having property within the Airport boundaries, as described in the Master Plan Update, including such additional property that may need to be acquired to implement the development described in the Master Plan Update. At least ten (10) calendar days prior to undertaking any work for any of the listed entities, the Program Manager shall provide the Contract Administrator with a written description of the contemplated work and the Contract Administrator shall promptly advise as to whether such work would be detrimental to the Project or in conflict therewith. 10.14.5 Program Manager, its subconsultants, and the subsidiaries, officers, and personnel of Program Manager and its subconsultants shall not have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with such party's loyal and conscientious exercise of judgment related to its performance under this Agreement. 34 10.14.6 Program Manager, its subconsultants, and the subsidiaries and personnel of Program Manager and its subconsultants shall not solicit or accept compensation, work, a promise of future compensation or work, or other consideration in exchange for Program Manager's or subconsultant's recommendation for the County's award of a professional services contract, a construction contract, equipment or materials contract or any other Program Contract. 10.14.7 Program Manager shall include the foregoing provisions in all agreements between itself and its subconsultants. 10.15 ALL PRIOR AGREEMENTS SUPERSEDED. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein; and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless set forth in a written document prepared with the same or similar formality as this Agreement and executed by the Commission and the Program Manager. 10.16 NOTICES . Whenever either party desires to give notice unto the other, such notice must be in writing, sent by registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified. The place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: FOR BROWARD COUNTY: Director of Aviation Aviation Department 320 Terminal Drive Fort Lauderdale, FL 33315 with a copy to: Lawrence P. Spencer, Assistant Director Aviation Department 35 320 Terminal Drive Fort Lauderdale, FL 33315 FOR PROGRAM MANAGER: David Pino, Senior Vice President URS Corporation 235 Peachtree Street, N.E. Suite 2000 Atlanta, GA 30303 10.17 TRUTH -IN -NEGOTIATION CERTIFICATE. Signature of this Agreement by Program Manager shall act as the execution of a truth -in -negotiation certificate stating that wage rates and other factual unit costs supporting the compensation of this Agreement are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which County determines the contract price was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year following the end of this Agreement. 10.18 INTERPRETATION. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Ali personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all of the subsections of such Section, unless the reference is made to a particular subsection or subparagraph of such Section or Article. 10.19 DRUG -FREE WORKPLACE . It is a requirement of County that it enter into contracts only with firms that certify the establishment of a drug free work place in accordance with Chapter 21.31(a) of the Broward County Procurement Code. Execution of this Agreement by Program Manager shall serve as Program Manager's required certification that it either has or that it will establish a drug free work place in accordance with Chapter 21.31(a) of the Broward County Procurement Code and will continue to maintain same during the term of this Agreement. 36 10.20 CERTAIN ADDITIONAL PROVISIONS PERTAINING TO AIRPORT PROJECTS. Program Manager agrees to abide by the provisions pertaining to Airport Projects set forth on Attachment 11, attached hereto and made a part hereof. 10.21 PREVAILING WAGE REQUIREMENT. If construction work in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) is required of, or undertaken in connection with, the Project or by Program Manager as a result of this Agreement, Broward County Ordinance No. 83-72, as may be amended from time to time, shall be deemed to apply to such construction work. Program Manager shall fully comply with the requirements of such ordinance and shall incorporate the requirements of the Ordinance No. 83-72 into all construction documents and bid packages for construction work that are prepared by Program Manager pursuant to this Agreement. 10.22 INDEPENDENT CONTRACTOR: THIRD PARTY BENEFICIARIES. Program Manager is an independent contractor under this Agreement. Services provided by Program Manager shall be subject to the supervision of Program Manager. In providing the services, Program Manager or its agents shall not be acting and shall not be deemed as acting as officers, employees or agents of the County. The parties expressly acknowledge that it is not their intent to create any rights or obligations in any third person or entity under this Agreement. Neither Program Manager nor County intend to directly or substantially benefit a third party by this Agreement. Therefore, the parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against either of them based upon this Agreement. This Agreement shall not constitute or make the parties a partnership or joint venture. 10.23 INCORPORATION BY REFERENCE. The truth and accuracy of each 'Whereas" clause set forth above is acknowledged by the parties. The attached Exhibits A through H, and Attachments I and li are incorporated into and made a part of this Agreement. In the event of conflict between the terms contained in this Agreement and the terms contained in any of the documents attached or incorporated herein, the terms of this Agreement shall control and shall be given full effect. 10.24 AGREEMENT SEVERABLE; WAIVER OF BREACH AND MATERIALITY 10.24.1 In the event any portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective, unless County or Program Manager elects to terminate this Agreement. 37 Any election to terminate this Agreement based upon this provision shall be made within seven (7) calendar days after the finding by the court becomes final. 10.24.2 Failure by County to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. 10.24.3 County and Program Manager agree that each requirement, duty, and obligation set forth herein is substantial and important to the formation of this Agreement and, therefore, is a material term hereof. w 10.25 PUBLIC ART AND DESIGN 10.25.1 Program Manager acknowledges that Broward County adopted Ordinance #95-20 establishing a Public Art and Design Program. The purpose of Ordinance #95-20 is to integrate art into capital projects and to integrate artists' design concepts into the overall Project design. Artist(s) are selected by Broward County through an independent process and artist(s) will be funded by the Public Art and Design Program administered by the Broward County Cultural Affairs Division at the direction of the Broward Cultural Affairs Council through its Public Art and Design Committee. 10.25.2 Program Manager shall cooperate with the artist(s) and include the artist(s) in the preliminary design and design phases of the Program for the purpose of properly incorporating the artist's design(s) into the design of the Program and the Projects. Program Manager shall notify the artist(s), in writing, of ail design meetings and shall provide the artist(s) with a schedule of milestone dates. Program Manager may be requested to provide work space for the artist(s) during the preliminary design and design phases. The artist's design as properly incorporated into the design of the Project shall be permitted as part of the master site or facility plan. 10.25.3 Program Manager's compensation pursuant to this Agreement includes the services to comply with the requirements set forth in this section whether or not the compensation is specifically designated or identified. 10.25.4 Program Manager shall ensure that the Design Professionals, Contractors and Program Manager's subconsultants, if any, will be made aware of Broward County's Public Art and Design Program and the possible requirement of working with artist(s). In addition to the foregoing, Program 38 Manager shall, prior to authorizing the incorporation of any of the artist(s)' artwork into the Project, obtain a waiver signed by the artist(s) from the Broward County Cultural Affairs Division, which waiver provides that the artist(s) agrees to allow the artwork to be relocated, if necessary, in the future. 10.26 JOINT PREPARATION. The parties acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. — 10.27 PRIORITY OF PROVISIONS. If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in Articles 1 through 10 of this Agreement shall prevail and be given effect. 10.28 APPLICABLE LAW AND VENUE. This Agreement shalt be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any controversies or legal problems arising out of this Agreement and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the State courts of the Seventeenth Judicial Circuit of Broward County, Florida, the venue situs, and shall be governed by the laws of the State of Florida. To encourage prompt and equitable resolution of any litigation that may arise hereunder, each party hereby waives any rights it may have to a trial by jury of any such litigation. 10.29 MULTIPLE ORIGINALS. This Agreement may be fully executed in multiple copies by all parties, each of which, bearing original signatures, shall have the force and effect of an original document. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective dates under each signature: BROWARD County through its BOARD OF .County COMMISSIONERS, signing by and through its Chair or Vice hair, authorized to execute same by Board action on the %gam day of �r+1F/0--r , 20 a), and URS CORPORATION signing by and through its it) it- ✓rce.: Pitif-r,A 1 duly authorized to execute same. 39 Attest: Co y Administrator as of the Board of County Co Insurance requirements Broward County Risla Division County BROWARD County, by and through its Board o County Corrtmissioners V ", Chair day of Nav er-b_ , 200? oved as to form by ce of the County Attorney of Broward ounty, Florida Eff5WARD A. DION, County Attorney Governmental Center, Suite 423 115 South Andrews Avenue Fort Lauderdale, Florida 33301 Telephone (954) 357-7600 Facsimile (954) 357-7641 BYaG Tracy . Lautenschlager Assistant County Attorney Program Mananer Attest: Grt Corporate Secretary CA eta- -Neck H yes �T Secretary's name typed Seal 40 URS CORPORATION By 6 s o,svJ: (112 Name: i 4-btir as +d_ gi,Sµap Title: SR. vice Pizam d'S_ day of ©c-Ec , 20 Da.