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Home My WebLink Aboutamendment to agreement1720 ,t E, ,mod Li p / S7 i i.....,J 0 BRIEN-KR[I`f1-1 RG FT. LAIUDERDALE-HOLLYWOOD l aT'E. AIRPORT EXPANSION PROGRAM • THRU: Roger Foster FROM: Jim Goodwin FILE COPY BCAD / AEP TRANSMITTAL 3.6- (it / w/ L I A- DATE: September 17.2003 B0007289 SUBJECT: URS 13t Amen = nt to Agreement For Program Management Services The attached is sent to you for the following purpose: ❑ For Review, Approval & Signature ❑ Per Your Request ❑ For Your Information 0 Returned For Correction X Other: for Distribution When you have completed, please: ❑ Return To Sender 0 No Further Action Required ❑ Forward For Processing ❑ Other: Remarks: Attached: Copies: The Broward County Board of County Commissioners approved the 15t Amendment to the subject agreement at the 9116/2003 meeting. A purchase order for Issuance of a Notice to Proceed will be forwarded to you under separate cover. 3 Original Agreements BCAD/AEP File, C.Lee(w/attach),J.Moore,N.Salerno,K.Guriey,M.Lax, 441R Document Contra , L.Spencer, S.Schiappa F:Oa lalDocContPMauroBOD072891 stAmendmenttoURSAgreementtoRFosterforDistributio WHEREAS, the parties desire to amend the Agreement to: (a) transfer and include in the scope of this Agreement the remaining program management services necessary for the completion of the projects commenced under the 1995 Agreement; (b) budget funds for the Agreement for the 2004 County fiscal year; and (c) make certain other adjustments to the ' scope of services, as set forth herein; NOW, THEREFORE, in consideration of the foregoing, and the mutual terms, conditions, promises, covenants and payments set forth herein, County and Program Manager hereby agree as follows: 1. The recitals set forth above are true and correct, and are incorporated herein by reference. 2. Article 2.3 is hereby modified to read: County has budgeted funds for the Program through September 30, 2003-2004. Thus, the term of this Agreement shall continue into or through subsequent fiscal years only if funds for payment of Program Manager as set forth in Article 7 of this Agreement are budgeted and made available by the Board...... 3 Article 7, "Compensation and Method of ,Payment," is hereby amended to add new subsections 7.1.3 and 7.2.3, as follows: 7.1 Basic Service & Reimbursables for Basic Services. 7.1.3 For Basic Services performed by ProgramManager from October'', 2003, through S ptember 30, 2004, the County agrees to pay the Program Manager Salary Costs, as defined herein, up to a maximum amount of $9,089,968, and to reimburse Program Manager for Reimbursables, as defined herein, up to a maximum amount of $650,000, for a total, maximum amount for Basic Services of $9,739,968. 7.2 Optional Services & Reimbursables for Optional Services. 7.2.3 For Optional Services described on Exhibit D-1, attached to this First Amendment, which are performed from October 1, 2003, through September 30, 2004, as may be authorized in accordance with Article 6 hereof, the County agrees to pay Program Manager a maximum amount of $3,665:600, (plus any Optional Services funds which have been carried over from a prior period for 2 URS first amd FINAL 6/19/03 work initiated in a prior period, pursuant to Section 7.2) which amount includes all Salary Costs, as defined herein, and all Reimbursables, as defined herein. 4. Article 7.5, "Method of Billing and Payment," is hereby amended to create a new subsection 7.5.5 to read as follows: 7,5,5 Program Manager agrees to submit for payment to County, within twenty- five (25) days of receipt or in conjunction with its next monthly invoice, whichever is earlier, all invoices for undisputed amounts received from its subconsultants, and to pay same within the time periods applicable to County's payment duty set forth in the County's Prompt Payment Ordinance, Section 1-51.6 of the Code of Ordinances, as it may be amended. As to any amounts invoiced by Program Manager's subconsuitants that are disputed by Program Manager, Program Manager agrees to establish and comply with a dispute resolution procedure, which may involve the submission of disputes to the Contract Administrator for advisory resolution. 5. The following Exhibits are hereby deleted from the Agreement in their entirety and replaced by the following; all references in the Agreement as. amended hereby shall be deemed to refer to the following exhibits: Exhibit A-1 "Airport Expansion Program Elements" Exhibit B-1 "Scope of Services" Exhibit C-1 "Key Employees" Exhibit D-1 "Optional Services" Exhibit E-1 "Staffing Plan" Exhibit F-1 "Salary Rates & Multipliers" Exhibit G-1 "Reimbursable Expenses" Exhibit H-1 "List of Subconsultants and Schedule of SDBE Participation" 6. All references in the Agreement to the "Chair or "Vice Chair" of the Board are hereby amended to read "Mayor" or "Vice Mayor," respectively. 7. Truth -in -Negotiation Certificate.Execution of this Amendment by Program Manager shall act as the execution of a truth -in -negotiation certificate that rates and other costs supporting the rates set forth in the Agreement, as amended hereby, are accurate, complete, and current as of the date of execution hereof. 8. The Program Manager acknowledges that, through the date hereof, it has no claims against County with respect to any of the matters covered by the Agreement, as amended, and it has no right of set-off or counterclaims against any of the amounts payable under the Agreement. 3 URS first amd FINAL 8119103 FIRST AMENDMENT TO AGREEMENT Between BROWARD COUNTY and URS CORPORATION for 2 Fr', i7 r-,...,. J 1 LE, t ' .' i_ 4"'; �. _ _s .....1 t : it x SEPl;2003. ftJ O'BRiEN-!{REI BERG FT LAUDERDALE-HOLLYWOOD INT'L AIRPORT EXPANSION PROGRAM PROGRAM MANAGEMENT SERVICES FOR THE AIRPORT EXPANSION PROGRAM FORT LAUDERDALE-HOLLYWOOD INTERNATIONAL AIRPORT IN BROWARD COUNTY, FLORIDA This is the First Amendment to 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." WHEREAS, on November 19, 2002, the County and Program Manager entered into that certain Agreement for Program Manager Services for the Airport Expansion Program at Fort Lauderdale -Hollywood International Airport (the "Agreement"), addressing program management services for a group of projects referred to as "Phase III;" and WHEREAS, on November 7,1995, the County and Program Manager entered into an agreement for Program Management Services, which was thereafter amended (the "1995 Agreement"), addressing program management services for a group of projects sometimes referred to as "Phases I and Ilr and WHEREAS, the 1995 Agreement will terminate on September 30, 2003; and WHEREAS, it is the intent of the parties that this Agreement, as amended hereby, shall replace the 1995 Agreement, and that program management services for all Airport Expansion Program projects, as defined in this First Amendment, shall be provided through this Agreement as amended hereby; and 1 URS flrst amd FINAL 6/1 S/03 9. In the event of any conflict or ambiguity between this amendment and the Agreement, the parties hereto hereby agree that this document shall control. 10. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement. 11. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, and 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 document 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. 12. Preparation of the Agreement, as amended, has been a joint effort of Program Manager and County and the resulting document shall not, solely as a matterofjudicial construction, be construed more severely against one of the parties than any other. 13. Except as set forth in the Agreement, as amended, no modification, amendment, or alteration in the terms or conditions contained in the Agreement, as amended, shall be effective unless contained in a written documentand executed by the parties hereto. 14. Except as modified herein, all terms and conditions of the Agreement shall remain in full force and effect. 15. Program Manager hereby irrevocably submits to the jurisdiction of Florida's state or federal courts in any action or proceeding arising out of or relating to the Agreement, as amended and hereby irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined in Broward County, Florida, the venue situs. The parties agree that the Agreement, as amended, shall be construed and Interpreted according to the laws of the State of Florida. To encourage prompt and equitable resolution of any litigation that may arise hereunder, the parties hereby waive any rights either may have to a trial by jury of any such litigation. 16. In the event the Agreement, as amended, o r a portion of. the Agreement, as amended, 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 the Agreement. The election to terminate the Agreement based upon this provision shall be made within seven (7) days after the finding by the court becomes final. 4 URS first amd FINAL 6/19/03 17. The truth and accuracy of each "Whereas" clause set forth above is acknowledged by the parties. 18. Multiple copies of this First Amendment may be executed by all parties, each of which shall be deemed to be an original. (The remainder of this page is intentionally left blank.) 5 URS first emd FINAL 6/19/03 M FIRST AMENDMENT TO AGREEMENT FOR PROGRAM MANAGEMENT SERVICES BETWEEN BROWARD COUNTY AND URS CORPORATION IN WITNESS WHEREOF, the parties hereto have made and executed this First Amendment to Agreement on the respective dates under each signature: BROWARD County through its BOARD OF County COMMISSIONERS, signing by and through its Mayor or Vice Mayor, authorized to execute same by Board action on the /(, b` day of Scapleinbic. , 2063 , and URS CORPORATION signing by and through its duly authorized to execute same. Attes County Administrator as Ex the Board of County Commiss Insurance Broward Division requirements County Risk URS first amd FINAL 6/19/03 COUNTY '" COMINOWARD County, by and through its Board >ri my Commirers FATE neri OCT. 1 •A 1915 If .......att+ /40 ..,.w apprbved7 Management 6 da Vice— , Mayor , 20_D3 Approved as to form by Office of the County Attorney Broward County, Florida EDWARD A. DION, County Attorney Governmental Center, Suite 423 115 South Andrews Avenue Fort Lauderdale, Florida 33301 Telephone (954) 357-7600 Facsimile (954) 357-7641 By Tracy . Lautenschiager Assistant County Attorney WITNESSES: FIRST AMENDMENT TO AGREEMENT FOR PROGRAM MANAGEMENT SERVICES BETWEEN BROWARD COUNTY AND URS CORPORATION PROGRAM MANAGER URS CORPORATION qatttliAJNJ* Roger K. os Name: P. Clay Baldwin Title: Senior Vice President 20 day of, icholas Sale o URS first amd FINAL 081903 6/20/03 7 Bye , 20 03