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04/15/2009 Agreement DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: May 15, 2009 TO: Liz Wood, Sr. Administrator Sewer Projects .1:/J ~ Isabel C. DeSantis, D. C. ~ FROM: At the April 15, 2009, Board of County Commissioner's meeting, the Board granted approval and authorized execution of the following: Contract between Monroe County and Government Services Group, Inc., for the Development and Administration of the Non Ad-Valorem Assessment for Wastewater Service Areas. Enclosed is a duplicate original for your handling Should you have any questions please do not hesitate to contact this office. cc: County Attorney Finance File AGREEMENT FOR CONSULTING SERVICES for Development and Administration of Non Ad-valorem Assessment Program ..J.I Tt1is Agreement ("Agreement") made and entered into this )5, -- day of ~ ' 200~ by and between Monroe County, a political subdivision of the Sta e of Florida, whose address is 1100 Simonton Street, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "COUNTY," through the Monroe County Board of County Commissioners ("BOCC"), AND Government Services Group, Inc., a corporation of the State of Florida, whose address is 1500 Mahan Drive, Ste 250, Tallahassee, FL 32308 its successors and assigns, hereinafter referred to as "CONSULTANT', WITNESSETH: WHEREAS, COUNTY desires to employ the professional services of CONSULTANT for Assessment Program Services; and WHEREAS, CONSULTANT has agreed to provide professional services which shall include but not be limited to providing Tasks 1 through 6 of the Cudjoe Regional Non-ad Valorem Wastewater Assessment Program and Annual Assessment Services, which services shall collectively be referred to as the "the Project"; NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONSULTANT agree as follows: ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES By executing this Agreement, CONSULTANT makes the following express representations and warranties to the COUNTY: 1.1.1 The CONSULTANT shall maintain all necessary licenses, permits or other authorizations necessary to act as CONSULTANT for the Project until the CONSULTANT'S duties hereunder have been fully satisfied; 1.1.2 The CONSULTANT has become familiar with the Scope of Work and information sources available to complete the work. Page 1 of 14 1.1.3 The CONSULTANT shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in collecting non-ad valorem special assessments by the uniform method and shall be in conformity and comply with all applicable law, codes and regulations. The CONSULTANT warrants that the non-ad assessment roll prepared as a part of this Agreement will be in a format that is acceptable to the Monroe County Tax Collector. 1.1.4 The CONSULTANT assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 1.1.5 The CONSULTANT'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. In providing all services pursuant to this agreement, the CONSULTANT shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the CONSULTANT. 1.1.6 At all times and for all purposes under this agreement the CONSULTANT is an independent contractor and not an employee of the Board of County Commissioners for Monroe County. No statement contained in this agreement shall be construed so as to find the CONSULTANT or any of his/her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 1.1.7 The CONSULTANT shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. ARTICLE II SCOPE OF BASIC SERVICES 2.1 DEFINITION CONSULTANT'S Scope of Basic Services consists of those described in Attachment A. The CONSULTANT shall commence work on the services provided for in Attachment A promptly upon receipt of an executed agreement from the COUNTY. 2.2 CORRECTION OF ERRORS, OMISSIONS, DEFICIENCIES The CONSULTANT shall, without additional compensation, promptly correct any errors, omissions, deficiencies, or conflicts in the work product of the CONSULTANT or its subconsultants, or both. Page 2 of 14 2.3 NOTICE REQUIREMENT All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONSULTANT. Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage pre-paid, to the COUNTY by certified mail, return receipt requested, to the following: Roman Gastesi Monroe County Administrator 1100 Simonton Street, Room 2-205 Key West, Florida 33040 And: Elizabeth A. Wood Monroe County Senior Administrator, Sewer Projects 1100 Simonton Street, Room 2-216 Key West, Florida 33040 For the Consultant: Mark Brown & Camille Tharpe Government Services Group, Inc. 1500 Mahan Drive, Suite 250 Tallahassee, FL 32308 ARTICLE III ADDITIONAL SERVICES 3.1 The services described in this Article III are not included in the Basic Scope of Services. They shall be paid for by the COUNTY as an addition to the compensation paid for the Basic Scope of Services and are as follows: A. Providing any other services not otherwise included in this Agreement. 3.2 If Additional Services not otherwise included in this Agreement, are required, such as those listed above, the COUNTY shall issue a letter requesting and describing the requested services to the CONSULTANT. A notice to proceed from the COUNTY will be issued in the form of subsequent Task Orders within the level of authority specified in the Monroe Board of County Commissioners Purchase Policy. The requirement for more than one price quote for additional assessment services is hereby waived. An amendment to the contract will be required if the proposal requires Board of County Commissioners approval. Page 3 of 14 ARTICLE IV COUNTY'S RESPONSIBILITIES 4.1 The COUNTY shall designate a representative to act on the COUNTY's behalf with respect to the Project. The COUNTY or its representative shall render decisions in a timely manner pertaining to documents submitted by the CONSULTANT in order to avoid unreasonable delay in the orderly and sequential progress of the CONSULTANT'S services. 4.2 Prompt written notice shall be given by the COUNTY and its representative to the CONSULTANT if they become aware of any fault or defect in the Project or non- conformance with the Agreement Documents. Written notice shall be deemed to have been duly served if sent pursuant to paragraph 2.3. 4.3 The COUNTY shall furnish the required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONSULTANT'S services and work of the contractors. 4.4 The COUNTY's review of any documents prepared by the CONSULTANT or its subconsultants shall be solely for the purpose of determining whether such documents are generally consistent with the COUNTY's criteria, as, and if, modified. No review of such documents shall relieve the CONSULTANT of responsibility for the accuracy, adequacy, fitness, suitability or coordination of its work product. 4.5 The COUNTY shall provide copies of necessary documents required to complete the work. 4.6 Any information that may be of assistance to the CONSULTANT that the COUNTY has immediate access to will be provided as requested. ARTICLE V INDEMNIFICATION AND HOLD HARMLESS The CONSULTANT covenants and agrees to indemnify, hold harmless and defend COUNTY, its commissioners, officers, employees, agents and servants from any and all claims for bodily injury, including death, personal injury, and property damage, including damage to property owned by Monroe County, and any other losses, damages, and expenses of any kind, including attorney's fees, court costs and expenses, which arise out of, in connection with, or by reason of services provided by CONSULTANT or its Subcontractor(s) in any tier, occasioned by the negligence, errors, or other wrongful act or omission of the CONSULTANT, its Subcontractor(s) in any tier, their officers, employees, servants and agents. In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of the Consultant's failure to purchase or maintain the required insurance, the CONSULTANT shall indemnify COUNTY from any and all increased expenses resulting from such delay. Should any claims be asserted against COUNTY by virtue of any deficiency or ambiguity in the plans and specifications provided by the Page 4 of 14 CONSULTANT, the CONSULTANT agrees and warrants that CONSULTANT hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the COUNTY's behalf. The first ten dollars ($10.00) of remuneration paid to the CONSULTANT is consideration for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. This indemnification shall survive the expiration or earlier termination of the Agreement. ARTICLE VI PERSONNEL 6.1 PERSONNEL The CONSULTANT shall assign only qualified personnel to perform any service concerning the project. At the time of execution of this Agreement, the parties anticipate that the following named individuals will perform those functions as indicated: NAME FUNCTION Mark Brown Management/Data Analysis/Programming Camille Tharpe Project Oversight So long as the individuals named above remain actively employed or retained by the CONSULTANT, they shall perform the functions indicated next to their names. If they are replaced the CONSULTANT shall notify the COUNTY of the change immediately. ARTICLE VII COM PENSA TION 7.1 PAYMENT SUM 7.1.1 The COUNTY shall pay the CONSULTANT in current funds for the CONSULTANT'S performance of this Agreement based on rates and schedule negotiated and agreed upon and shown in Attachment B. 7.2 PAYMENTS 7.2.1 For its assumption and performances of the duties, obligations and responsibilities set forth herein, the CONSULTANT shall be paid pursuant to the Florida Prompt Payment Act. Page 5 of 14 (A) If the CONSULTANT'S duties, obligations and responsibilities are materially changed by amendment to this Agreement after execution of this Agreement, compensation due to the CONSULTANT shall be equitably adjusted, either upward or downward; (B) As a condition precedent for any payment due under this Agreement, the CONSULTANT shall submit, unless otherwise agreed in writing by the COUNTY, a proper invoice to COUNTY requesting payment for services properly rendered and reimbursable expenses due hereunder. The CONSULTANT'S invoice shall describe with reasonable particularity the service rendered. The CONSULTANT'S invoice shall be accompanied by such documentation or data in support of expenses for which payment is sought at the COUNTY may require. 7.4 BUDGET 7.4.1 The CONSULTANT may not be entitled to receive, and the COUNTY is not obligated to pay, any fees or expenses in excess of the amount budgeted for this contract in each fiscal year (October 1 - September 30) by COUNTY's Board of County Commissioners. The budgeted amount may only be modified by an affirmative act of the COUNTY's Board of County Commissioners. 7.4.2 The COUNTY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. ARTICLE VIII INSURANCE 8.1 The CONSULTANT shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONSULTANT'S failure to purchase or maintain the required insurance, the CONSULTANT shall indemnify the COUNTY from any and all increased expenses resulting from such delay. 8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty (60) days notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. 8.3 CONSULTANT shall obtain and maintain the following policies: A. Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Florida Statute 440. Page 6 of 14 B. Employers Liability Insurance with limits of $100,000 per Accident, $500,000 Disease, policy limits, $100,000 Disease each employee. C. Comprehensive business automobile and vehicle liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and owned, hired or non-owned vehicles, with One Hundred Thousand ($100,000) per occurrence and combined single limit. D. Commercial general liability, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of the CONSULTANT or any of its employees, agents or subcontractors or subconsultants, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement with Three Hundred Thousand ($300,000.00) per occurrence and combined single limit. An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported must extend for a minimum of 48 months following the termination or expiration of this contract. E. Professional liability insurance of Two Hundred and Fifty Thousand ($250,000.00) per occurrence and Five Hundred Thousand Dollars ($500,000.00) annual aggregate. If the policy is a "claims made" policy, CONSULTANT shall maintain coverage or purchase a "tail" to cover claims made after completion of the project to cover the statutory time limits in Chapter 95 of the Florida Statutes. F. COUNTY shall be named as an additional insured with respect to CONSULTANT'S liabilities hereunder in insurance coverages identified in Paragraphs C and D. G. CONSULTANT shall require its subconsultants to be adequately insured at least to the limits prescribed above, and to any increased limits of CONSULTANT if so required by COUNTY during the term of this Agreement. COUNTY will not pay for increased limits of insurance for subconsultants. H. CONSULTANT shall provide to the COUNTY certificates of insurance or a copy of all insurance policies including those naming the COUNTY as an additional insured. The COUNTY reserves the right to require a certified copy of such policies upon request. I. If the CONSULTANT participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the CONSULTANT may be required to submit updated financial statements from the fund upon request from the COUNTY. Page 7 of 14 ARTICLE IX MISCELLANEOUS 9.1 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 9.2 OWNERSHIP OF THE PROJECT DOCUMENTS The documents and deliverables prepared by the CONSULTANT for this Project belong to the COUNTY and may be reproduced and copied without acknowledgement or permission of the CONSULTANT. 9.3 SUCCESSORS AND ASSIGNS The CONSULTANT shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and the CONSULTANT, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 9.4 NO THIRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 9.5 TERMINATION A. In the event that the CONSULTANT shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after five days written notification to the CONSULTANT. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty (60) days written notice of its intention to do so. 9.6 CONTRACT DOCUMENTS This contract consists of the Request for Proposals, any addenda, the Form of Agreement (Articles I-IX), the CONSULTANT'S response to the RFP, the documents referred to in the Form of Agreement as a part of this Agreement, and attachments A1B and modifications made after execution by written amendment. Page 8 of 14 In the event of any conflict between any of the Contract documents, the one imposing the greater burden on the CONSULTANT will control. 9.7 PUBLIC ENTITIES CRIMES A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONSULTANT represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). 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, CONSULTANT further represents that there has been no determination, based on an audit, that it or any subconsultant has 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 CONUSUL T ANT has been placed on the convicted vendor list. CONSULTANT will promptly notify the COUNTY if it or any subcontractor or subconsultant is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. 9.8 MAINTENANCE OF RECORDS CONSULTANT shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of five years from the termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONSULTANT pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONSULTANT, the CONSULTANT shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. Page 9 of 14 9.9 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and CONSULTANT agree that venue shall lie in the 16th Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 9.10 SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONSULTANT agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 9.11 ATTORNEY'S FEES AND COSTS The COUNTY and CONSULTANT agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of- pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. 9.12 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONSULTANT and their respective legal representatives, successors, and assigns. 9.13 AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. Page 10 of14 9.14 CLAIMS FOR FEDERAL OR STATE AID CONSULTANT and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 9.15 ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONSULTANT agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This provision does not negate or waive the provisions of paragraph 9.5 concerning termination or cancellation. 9.16 COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONSULTANT agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONSULTANT specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 9.17 NONDISCRIMINATION CONSULTANT and COUNTY agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONSULTANT or COUNTY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Pagellof14 Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 9.18 COVENANT OF NO INTEREST CONSULTANT and COUNTY covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 9.19 CODE OF ETHICS COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 9.20 NO SOLICITATION/PAYMENT The CONSULTANT and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, 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 it, 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 the provision, the CONSULTANT agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 9.21 PUBLIC ACCESS The CONSULTANT and COUNTY shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the CONSULTANT and COUNTY in connection with this Agreement; and the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by CONSUL TANT. Page 12 of 14 9.22 NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONSULTANT and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 9.23 PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 9.24 LEGAL OBLIGATIONS AND RESPONSIBILITIES Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. 9.25 NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the CONSULTANT and the COUNTY agree that neither the CONSULTANT nor the COUNTY or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 9.26 ATTESTATIONS AND TRUTH IN NEGOTIATION CONSULTANT agrees to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. Signature of this Agreement by CONSULTANT shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Page 13 of 14 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 the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. 9.27 NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 9.28 EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. (SEAL~ i , ., Attest: DANNY L. KOLHAGE, Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: '.i:6aluJo. ~ ~ "'~ 0 ! A_ - ~4 n~~~~ B~~ :,. ~~~r- -- M /Ch. '" .'. ul ayor airman ,':.) l; ~ N~~ Deputy Clerk pate: '1- I 5"- (;) 9 A';;';;: fi, " ____"~umlI0? i CONSULTANT (Seaj) """;;....:~,~Bf:;;:~:':~1 c~ itle: C' ~ e-.6o{'\ .~, Or Title: END OF AGREEMENT By: t \) (~ Prt..es.~~ --------- Page 14 of 14 .." r- ,." o .." o :::0 ::0 ,.,., ("'") <:::) :::0 C ATTACHMENT A This agreement is for the development and implementation of the non-ad valorem special assessment program for collection of wastewater connection fees from property owners in the Cudjoe Regional Wastewater Service Area, which includes parcels in Upper and Lower Sugarloaf Keys, Cudjoe Key, Summerland Key, Ramrod Key, Torch Keys, Big Pine Key, and No Name Key in Monroe County. The development of the non- ad valorem tax roll for the Cudjoe Regional Service Area is described in Tasks 1 - 5. Ongoing services for annual maintenance of Monroe CO\Jnty wastewater assessment rolls are described in Task 6. Task 1 - Evaluate existing data sources and identify methodologies for developing the preliminary assessment roll. The Consultant will obtain and review existing data sources such as project area maps, the Monroe County GIS database and Tier data, Monroe County Property Appraisers data, ad valorem tax rolls, existing FKAA customer lists, and FKAA equivalent dwelling unit (EDU) assignments for existing customers and future development. It is estimated that there are 6,650 EDUS in the Cudjoe Regional Service Area. The Respondent will develop alternative methodologies for development of the preliminary assessment roll and recommend the preferred methodology. Alternative methodologies for development of the preliminary assessment role should include, but not be limited to, the following approaches: . Merge ad valorem tax roll with FKAA customers. . Merge existing FKAA customers with Tier III properties. Under the proposed Monroe County Tier System, pro'perties are designated Tier I, II, or III based on their importance to habitat conservation. Tier III parcels are considered least critical to habitat preservation. The methodology should include identification of undeveloped properties likely to require future wastewater service. An opt-in program and a different capacity reservation fee have been contemplated. Task 2 - Develop Preliminary Assessment Roll upon approval of methodology by County. The Consultant will develop the preliminary assessment roll and print, stuff, and mail first class notices to property owners. An electronic summary spreadsheet that includes property owner name, address, EDU allocation, and property Tier designation will be provided to Monroe County and FKAA. The spreadsheet will be used by FKAA during the EDU allocation appeal process. Task 3 - Certification of Final Assessment Roll Consultant will make necessary revisions to the preliminary assessment roll prior to providing the certified final assessment roll to the county's tax collector. The Respondent will contact the tax collector at 305-295-5010 to identify the required layout Page 1 of2 of the final assessment roll and number of copies to be provided on CD and in hard copy. Necessary revisions may include: · Addition of vacant parcels or deletion of vacant parcels depending on selected methodology for collection of connection fees for vacant parcels. · Adjustments to EDU allocations following appeal to the FKAA Board of Directors. Task 4 - Provide direction to Monroe County for compliance with statutory requirements associated with collection of special assessment by the uniform method. Consultant will review County Code and implementing resolutions associated with the assessment program and provide assistance with the legal requirements for public hearings and the development of appropriate published notices, as needed. Task 5 - Conduct Progress Meetings Consultant will schedule, plan and conduct meetings, as needed. Up to three meetings which may include a kick-off meeting, progress meeting with County and FKAA staff, and one presentation to the Board of County Commissioners are included in this basic scope of services. Task 6 - Provide proposal for annual maintenance and certification of the non-ad valorem special assessment rolls for Cudjoe Regional Service Area, Stock Island, Big Coppitt and Duck Key Service Areas. Consultant will provide ongoing administrative services for update and maintenance of the databases necessary to create and certify the final assessment roll on an annual basis in compliance with statutory timeframes. County contemplates transfer of the responsibility for annual maintenance to County staff at some future date. Task 6 also includes the development of an online database for County staff to create payoff memos and enter payoffs that are received. The Consultant will manage the database annually by providing the County with a list of payoffs received. It is anticipated that this online database will streamline the annual maintenance of the roll, which will result in a reduced cost for annual maintenance services. Annual services for Task 6 are for an initial five year period and include an option to extend for an additional five-year period. Page 2 of2 ATTACHMENT B The fixed fee price for tasks 1-5 is $55,080. Payment for production and mailing of statutorily required first class notices will be billed on an individual basis not to exceed $1.28. County agrees to pay a set-up fee of $400.00 for mailing to less than 2,000 parcels. Fees associated with newspaper publications and obtaining data from the property appraiser will be paid by Monroe County. Payment Schedule Tasks 1-5 April 2009 June 2009 August 2009 October 2009 25%) of fixed fee ($13,770.00) 250/0 of fixed fee ($13,770.00) 250/0 of fixed fee ($13,770.00) 250/0 of fixed fee ($13,770.00) The fixed price for task 6 first year services is $23,500. This includes the certification of the 2009 assessment rolls for the Stock Island, Big Coppitt, & Duck Key Assessment Programs and annual maintenance of the payment database. The fixed fee price for year 2 - 5 services is $40,000. This includes the certification of the annual assessment rolls for the Stock Island, Big Coppitt, Duck Key and Cudjoe Regional Assessment Programs and annual maintenance of the payment database. Payment Schedule Task 6 (Year 1) April 2009 June 2009 August 2009 October 2009 250/0 of fixed fee ($5,875.00) 250/0 of fixed fee ($5,875.00) 250/0 of fixed fee ($5,875.00) 25%) of fixed fee ($5,875.00) Payment Schedule Task 6 (Year 2-5) January 2010-2013 April 2010-2013 July 2010-2013 September 2010-2013 250/0 of fixed fee ($10,000.00) 250/0 of fixed fee ($10,000.00) 250/0 of fixed fee ($10,000.00) 250/0 of fixed fee ($10,000.00) The fee for professional services for Tasks 1-6 (Year 1) includes a total of 3 on-site visits by GSG. Meetings in excess will be billed at an hourly rate of $180. Reimbursable Expenses All expenses related to on-site meetings will be billed in accordance with Florida Statute 112.061 and Monroe County Ordinance 004-2004. Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Receipts showing a zero balance are required for airfare, hotel and car arrangements. Boarding passes must be submitted for air travel. The Monroe County per diem for breakfast, lunch, and dinner are $6.00, $11.00, and $19.00, respectively. Monroe County does not reimburse for parking at or travel to the destination airport. Page 1 of 1 CERTIFICATE OF OP ID C3S LIABILITY INSURANCE GOVER06/ DATE (MM/DDWM) 09 ACORA IS ISSUED AS A MATTER OF INFORMAT ON PRODUCER THIS CERTIFICATE AND CONFERS NO RIGHTS UPON THE CERTIFICATE Bacon Agency, Inc Earl BaconLonnbAgency, ONLY HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 3131 Road ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P.O. Box 12039 Tallahassee FL 32317 INSURERS AFFORDING COVERAGE NAIC # Phone:850-878-2121 rax:850-878-2128 Co INSURER A Zenith Insurance INSURED INSURER B. Travelers Indemnity Company 25631 Government Services Group , Inc . INSURER C Progressive Insurance Company 24252 Kathy Lindsey250 1500 Mahan Dr., INSURERD Phoenix Insurance Company 25623 Tallahassee FL 3 308 INSURER E. COVERAGES THE ANY MAY POLICIES. LTR POLICIES OF INSURANCE LISTED OOFf REQUIREMENT, TERM OR CONDITION PERTAIN, THE INSURANCE SHOWN MAY AGGREGATE LIMITSLIMITS NSR TYPE OF INSURANCE HAVE BEEN ISSUED TO THE INSURED ANY CONTRACT O OTHER DOCUMENT HAVE BEEN POLICIES DESCRIBED HEREIN BY PAID CLAIMS. POLICY NUMBER NAMED ABOVE WITH RESPECTOTO ISSUBJECT TO DATE MMlDD1YY 11/01/08 09/01/08 WHICHR THE THISTH S ALL THE TERMS, EXCLUSIONS DATE MWDDM( NDIN CERTIFICATE MAY E ISSUED OR AND CONDITIONS OF SUCH 11/01/09 EACH OCCURRENCE $ 1, 0 0 0, 0 0 0 D GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE a OCCUR X Blkt Addl Insured I6807S21H602PHX08 PREMISES (Ea occurence) $ 300,000 MED EXP (Any one person) $ S,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2 , 000 , 000 X H&NO Auto Liab PRODUCTS - COMP/OP AGG $ 2 , 000 , 000 GEN'L AGGREGATE LIMIT APPLIES PER. PRO- LOr POLICY JECT 09/01/09 COMBINED SINGLE LIMIT (Ea accident) $ 500 , 000 �' AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 082935793 BODILY INJURY (Per person) $ X BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ AUTO ONLY - EA ACCIDENT $ GARAGE LIABILITY ANY AUTO EA ACC OTHER THAN AUTO ONLY AGG $ $ 11/01/08 11/01/09 EACH OCCURRENCE $ 5, 0 0 0, 0 0 0 B EXCESS/UMBRELLA LIABILITY X OCCUR ❑ CLAIMS MADE DEDUCTIBLE X RETENTION $ 5, 0 0 0 CUP2431Y914INDOS AGGREGATE $ 5, 000 i 000 11/O1/08 11/01/09 ER VVUX TORY LI7EA A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below Z836045315 E.L. EACH A $ 100000 E.L. DISEASPLOYEE $ 100000 E L. DISEASE - POLICY LIMIT $ 500000 DESCRIPTION Monroe and OTHER OF OPERATIONS 1 LOCATIONS 1 VEHICLES County is additional auto liability in regards / EXCLUSIONS ADDED BY ENDORSEMENT insured as respects to work performed 1 SPECIAL PROVISIONS commercial for them general by the insured. liability CANCELLATION CERTIFICATE HOLDER Monroe County 1100 Simonton Street Key West F'L 33040 MOCOKE2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. 25 (2001108) © ACORD CORPORAT GS DATE (MWDD/YYYY) ACORD. CERTIFICATE OF LIABILITY INSURANCE GOVOP ID OP 04 28 09 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Earl Bacon Agency, Inc ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 3131 Lonabladh Road HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P.O. Box 12039 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Tallahassee FL 32317 Phone:850-878-2121 rax:850-878-2128 INSURERS AFFORDING COVERAGE NAIC;IC INSURED 'NSURER A Underwriters at Lloyds, London NSURER B. Government Services Group,Inc. NSURERC Kathy Lindsey 1500 Mahan Dr., 250 NSURERD Tallahassee rL 3 308 'tJSURER E: COVERAUhb THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUMBER POLICY DATE MM/DD/YY RATIOW W DATE MWDD/ LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR EACH OCCURRENCE $ LIPMIAGt PREMISES (Ea occurence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ NEN'L AGGREGATE LIMIT APPLIES PER: POLICY PEa LOC AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO �V AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY AGG $ $ EXCESS/UMBRELLA LIABILITY OCCUR F-1 CLAIMS MADE DEDUCTIBLE RETENTION $ EACH OCCURRENCE $ AGGREGATE $ $ $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? It yes, describe under SPECIAL PROVISIONS below TORY LIMITS ER E L EACH ACCIDENT $ EL DISEASE - EA EMPLOYE $ E L DISEASE POLICY LIMIT $ A OTHER Professional PFP600183904 07/13/08 07/13/09 P/ Claim 5,000,000 Aggregate 5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Claims -Made form; Retro Date: 7/13/05 .—CeT1C1t-e'rC Unl r%C0 CANCELLATION Monroe County Board of County Commissioners 1100 Simonton Street Key West rL 33040 MOCOKE5 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. 25 (2001108)