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11/18/2009 AgreementDANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: December 2, 2009 TO: Christine Hurley, Director Growth Management Division A TTN: Mayra Tezanos Executive Assistant FROM: Isabel C. DeSantis, D. C. At November 18, 2009, Board of County Commissioner's meeting the Board approved the following: Amendment No. 4 extending the Contract between Monroe County and Advanced Data Solutions (ADS) for continued scanning, indexing and imaging of Growth Management files and directed Staff to go out for a Request for Proposals (RFP) for these services. Interlocal Agreement between Monroe County and the City of Marathon reimbursing the City in the amount of $29,832.00 from Boating Improvement Funds for costs previously incurred for mooring inspections and maintenance at the Boot Key Harbor mooring field during the past Fiscal Year. Agreement between Monroe County and Terramar Environmental Services Inc. to provide biological consulting services in the amount of up to $20,000 to the Growth Management Division and waiver of purchasing policy to approve a sole source Contract which combined with a previous Contract for which quotes were solicited is over $25,000 in total. Enclosed are fully executed duplicate originals for your handling. Should you have any questions please do not hesitate to contact my office. cc: County Attorney Finance File AGREEMENT BETWEEN TERRAMAR ENVIRONMENTAL SERVICES, INC. AND MONROE COUNTY TIDS AGREEMENT (Agreement) is made this/3~ay of )/;1/. , 2009, between Monroe County (COUNTY), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040 and Terramar Environmental Services, Inc. whose address is 1231 Crane Boulevard, SugarloafKey, Florida 33042 (CONSULTANT or CONTRACTOR). WITNESSETH: WHEREAS, COUNTY desires to engage CONSULTANT to provide field verification of tier designations, assist with developing the GIS layer for threatened and endangered species, and other services related to the County's tier maps; and WHEREAS, CONSULTANT desires to render these Services as described in SECTION I, Scope of Services; NOW, THEREFORE, COUNTY and CONSULTANT in consideration of the mutual covenants contained herei~ agree as follows: SECTION I. SCOPE OF SERVICES and DELIVERABLES CONSULTANT will provide biological consulting services to COUNTY based on task orders in writing or bye-mail from the Growth Management Division Director at a rate not to exceed One Hundred Twenty dollars ($120.00) per hour. CONSULTANT will comply with all laws, ordinances, and governmental rules and regulations which apply to its activities under this Agreement. SECTION 2. COMPENSATION Compensation for CONSULTANT'S Services under this Agreement shall not exceed Twenty Thousand Dollars and no/cents ($20,000.00). No travel expenses shall be billed to COUNTY by CONSULTANT. SECTION 3. PAYMENT Consultant shall be paid no more often than monthly upon completion of each task. The COUNTY'S performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners. Page 1 of7 SECTION 4. PERIOD OF SERVICE AND TERMINATION This Agreement shall become effective upon signature by all parties and shall continue in effect for one (1) year. This Agreement may be extended by mutual agreement of the parties, or terminated by either party, with or without cause, upon seven days written notice to the other party . SECTION 5. INDEMNIFICATION The CONTRACTOR does hereby consent and agree to indemnify and hold harmless the COUNTY, its Mayor, the Board of County Commissioners, appointed Boards and Commissions, Officers, and the Employees, and any other agents, individually and collectively, from all fines, suits, claims, demands, actions, costs, obligations, attorneys fees, or liability of any kind arising out of the sole negligent actions of the CONTRACTOR or substantial and unnecessary delay caused by the willful nonperformance of the CONTRACTOR and shall be solely responsible and answerable for any and all accidents or injuries to persons or property arising out of its performance of this contract. The amount and type of insurance coverage requirements set forth hereunder shall in no way be construed as limiting the scope of indemnity set forth in this paragraph. Further the CONTRACTOR agrees to defend and pay all legal costs attendant to acts attributable to the sole negligent act of the CONTRACTOR. SECTION 6. INSURANCE While this Agreement is in effect, CONSULTANT shall maintain a Comprehensive General Liability Insurance policy with a limit of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate, Vehicle Insurance for Owned and Non-Owned vehicles in the amount of One Million Dollars ($1,000,000.00) Combined Single Limit and shall name County as an additional insured on these policies. SECTION 7. CONTROLLING LAW This Agreement is to be governed by the law of the State of Florida. Venue for any claim or action of any kind shall be in Monroe County, Florida. SECTION 8. NONDISCRIMINATION CONSUL T ANT 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 local statutes and 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 use SSe 1681-1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Page 2 of7 Act of 1973, as amended (20 use s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 use SSe 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 Health Service Act of 1912, SSe 523 and 527 (42 USC SSe 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 use 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 use S. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. SECTION 9. NOTICE Any notices sent by the parties shall be deemed to have been duly served if delivered in person to the individuals and addresses listed below, or if delivered or sent by first class mail, certified, return receipt, or by courier with proof of delivery. All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONSULTANT. The correspondence shall be directed to: FOR COUNTY: Director Growth Management Division Suite 400 2798 Overseas Highway Marathon, FL 33050 AND Suzanne A.Hutton, County Attorney Monroe County Attorney's Office 1111 12th Street, Suite 408 Key West, Florida 33040 FOR CONSULTANT/CONTRACTOR: Ms. Rowena Garcia, President Terramar Environmental Services, Inc. 1241 Crane Blvd. SugarloafKey, FL 33042 SECTION 10. NO TmRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. Page 3 of7 ...... SECTION 11. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONSUL T ANT and their respective legal representatives, successors, and assigns. SECTION 12. AUTHORITY Each party represents to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and Consultant action, as required by law. SECTION 13. 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 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. COUNTY and CONSUL T ANT specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. SECTION 14. NO SOLICITATIONIPAYMENT The COUNTY and CONTRACTOR 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 bonafide 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 CONTRACTOR 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. SECTION 15. PUBLIC ACCESS The COUNTY and CONTRACTOR 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 COUNTY and CONTRACTOR in conjunction with this Agreement; and the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by CONTRACTOR. Page 4 of7 ~ SECTION 16. NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the COUNTY and the CONTRACTOR 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. SECTION 17. COVENANT OF NO INTEREST CONSUL T ANT 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. SECTION 18. 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. SECTION 19. EXECUTION This Agreement, including any exhibits included herein, constitutes the entire Agreement between CONSUL T ANT and COUNTY, and supersedes and controls over all prior written or oral understandings. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by the parties. SECTION20. ATTESTATIONS CONTRACTOR agrees to execute such documents as the COUNTY may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. SECTION 21. 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. BALANCE OF PAGE INTENTIONALL Y LEFT BLANK Page 5 of7 ~ SECTION 22. 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. SECTION 23. 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. SECTION 24. INDEPENDENT CONTRACTOR At all times and for all purposes hereunder, the CONTRACTOR is an independent contractor and not an employee of the Board of County Commissioners. No statement contained in this agreement shall be construed so as to find the CONTRACTOR or any of his/her employees, contractors, servants or agents to be employees of the Board of County Commissioners for Monroe County. As an independent contractor the CONTRACTOR shall provide independent, professional Judgment and comply with all federal, state, and local statutes, ordinances, rules and regulations applicable to the services to be provided. The CONTRACTOR shall be responsible for the completeness and accuracy of its work, plan, supporting data, and other documents prepared or compiled under its obligation for this project, and shall correct at its expense all significant errors or omissions therein which may be disclosed. The cost of the work necessary to correct those errors attributable to the CONTRACTOR and any damage incurred by the COUNTY as a result of additional costs caused by such errors shall be chargeable to the CONTRACTOR. This provision shall not apply to any maps, official records, contracts, or other data that may be provided by the COUNTY or other public or semi- public agencies. SECTION 25. SEVERABILITY If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall be valid and binding upon the parties. One or more waivers by either party of any provision, term or condition shall not be construed by the other party as a waiver of any subsequent breach of the same provision, term or condition. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the day and year first written above. SIGNATURE PAGE TO FOLLOW Page 6 of7 ATTEST: DANNY L. KOLHAGE, CLERK ~~QQ.~amtY6 Deputy Clerk WITNESSES: (1) J~;'1t T~ t!' John Piranio Print Name (~~-J (t~ Elaine Davia Print Name Page 70f7 BOARD OF COUNTY COMMISSIONERS OF MONROE ,~UNTY J....... k~ L- 6 }~,e.{J ~ Mayor George Neugent TERRAMAR ENVIRONMENTAL SERVICES !l/~ Dme: /~p;l~, , ,. 3: 0 ~. )> ,mr,:!'_ C") z g5~ (;, ;,..""t..: :- \:-: n ::x: :1: ?O ;=' ~'.O" { n .::t: ::<:-t:t> -fl c;) r rr1 ~ c::::t 51 = ,." n I N " r- rr1 o ." o :0 :::c rr1 n o ::0 o >>- :z a ... c.) N