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07/16/2014 AgreementAMY NEAVILIN, CPA CLERK OF CIRCUIT COURT & COMPTROLLER Motrro* caiMn, Roxw► DATE: August 7, 2014 TO: Roman Gastesi County Administrator ATTN.• Connie Cyr FROM Lindsey Ballard, D. C. J V At the July 16, 2014, Board of County Commissioner's meeting the Board granted approval and authorized execution of Item P7 Contract with VHB, Inc. to provide professional analysis of greenhouse gas and air emissions for each of the vendor proposals to be received in response to the County's current RFP for yard waste processing services. Enclosed is a duplicate original of the above - mentioned for your handling. Should you have any questions, please feel free to contact my office. cc: County Attorney Finance File ✓ 500 Whitehead Street Suite 101, PO Box 1980, Key West FL 33040 Phone: 305 - 295 -3130 Fax: 305 - 295 -3663 3117 Overseas Highway, Marathon, FL 33050 Phone: 305 - 289 -6027 Fax. 305 - 289 -6025 88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852 -7145 Fax: 305- 852 -7146 CONSULTING SERVICES AGREEMENT BETWEEN MONROE COUNTY AND VHB, INC. This Contract is made and entered into this W*' day of i ( , 2014, between MONROE COUNTY, FLORIDA ( "COUNTY "), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Suite 2 -205, Key West, Florida 33040, and Vanassee Hangen Brustlin, Inc. aka "VHB" ( "CONSULTANT "), a Massachusetts corporation, whose address is 101 Walnut Street, Watertown, MA 02472. WITNESSETH WHEREAS, the COUNTY has issued a solicitation for the processing of the COUNTY'S yard waste; and WHEREAS, the COUNTY is in need of a professional analysis of greenhouse gas (GHG) and air emissions of the vendor proposals to be received in response to the solicitation; and WHEREAS, the CONSULTANT previously provided professional analysis of GHG for the COUNTY, and WHEREAS, the COUNTY was satisfied with the services provided and desires to employ the CONSULTANT for professional analysis of yard waste proposal(s); and WHEREAS, the CONSULTANT shall assist the COUNTY with review and analysis of each of the vendor proposal(s) anticipated to be received for yard waste processing services. NOW THEREFORE, IN CONSIDERATION OF the mutual promises contained herein, the parties agree as follows: I. TERM OF CONTRACT: The term of the CONTRACT shall be from July 16, 2014 to November 16, 2014, a period of four months. II. FEES /AVAILABILITY OF FUNDS /COSTS: Fees under this CONTRACT will be $5,000 lump sum for the analysis of up to 3 yard waste proposals, and an additional $1,000 per each additional yard waste proposal received by the COUNTY, based on the scope of services listed herein. The funds to be paid are subject to annual appropriation by the Monroe County Board of County Commissioners. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the COUNTY by written notice of termination delivered to the CONSULTANT. The COUNTY shall not be obligated to pay for any services or goods provided by the CONSULTANT after the CONSULTANT has received written notice of termination, unless otherwise required by law. Page 1 This contract shall not exceed Fifteen Thousand Dollars ($15,000.00) for the performance of the Contract. III. PAYMENT TO CONSULTANT: A. COUNTY shall pay in accordance with the Florida Local Government Prompt Payment Act, F.S 218.70 -80; payment will be made after services have been received, and submission of a detailed invoice by CONSULTANT. Submission will not be considered proper unless the above conditions have been met. Partial payments will be considered. B. CONSULTANT shall submit to COUNTY invoices with supporting documentation acceptable to the Clerk, upon completion of a monthly billing period. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. IV. 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 CONTRACT 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 CONTRACT 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. V. MAINTENANCE of RECORDS: CONSULTANT shall maintain all books, records, and documents directly pertinent to performance under this CONTRACT in accordance with generally accepted accounting principles consistently applied. Each party to this CONTRACT or their authorized representative, or its designee, shall have reasonable and timely access to such records of each of party to this agreement for public record purposes during the term of the agreement and for four (4) years following the termination of this CONTRACT. If an auditor employed by the COUNTY or Clerk determines that monies paid to contractor pursuant to this CONTRACT were spent for purposed not authorized by this CONTRACT, the CONSULTANT shall repay the monies together with interest calculated pursuant to Sec. 550.03, F.S., running from the date the monies were paid to CONSULTANT. VI. SCOPE OF SERVICE: The Contractor shall furnish all labor, transportation, services, and incidentals, and perform the services specified in Attachment A - the CONSULTANT'S Quote for Services. The CONSULTANT shall make the necessary recommendations to the COUNTY to ensure the COUNTY is receiving professional and standardized analyses of greenhouse gas and air pollutant emissions. CONSULTANT will communicate with the COUNTY as needed, prepare the analyses in written form and provide explanation as necessary to the selection team members. CONSULTANT will also review and comment on any proposed changes to the proposals that may be received during the selection or Page 2 negotiation process. In the performance or furnishing of professional services hereunder, CONSULTANT shall exercise the degree of skill and care customarily accepted as good professional practices and procedures by members of the same profession currently practicing under similar conditions in the same locality ( "Standard of Care ")." Work shall be coordinated with the Monroe County Administrator's Office, contact person is Rhonda Haag, (305)453 -8774. VII. ACCEPTANCE OF CONDITIONS BY CONSULTANT: CONSULTANT has, and shall maintain throughout the term of this Agreement, appropriate licenses. Proof of such licenses and approvals shall be submitted to the COUNTY upon request. VIII. PUBLIC ACCESS: The COUNTY and CONSULTANT 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 CONSULTANT in conjunction with this Agreement; and the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by CONSULTANT. Pursuant to F.S. 119.0701, CONSULTANT and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: (a) Keep and maintain public records that ordinarily and necessarily would be required by Monroe County in order to perform the service. (b) Provide the public with access to public records on the terms and conditions that Monroe County would provide the records and at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to Monroe County all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to Monroe County in a format that is compatible with the information technology systems of Monroe County. IX. HOLD HARMLESS AND INSURANCE: Notwithstanding any minimum insurance requirements prescribed elsewhere in this AGREEMENT, CONSULTANT shall indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained by any indemnified party by reason of, or in connection with, (A) any negligent activity of CONSULTANT or any of its employees, agents, contractors or other invitees during the term of this AGREEMENT, (B) the negligence or willful misconduct of CONSULTANT or any of its Page 3 employees, agents, contractors or other invitees, or (C) CONSULTANT's default in respect of any of the obligations that it undertakes under the terms of this AGREEMENT, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than CONSULTANT). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this agreement, this section will survive the expiration of the term of this agreement or any earlier termination of this agreement. Prior to execution of this agreement, CONSULTANT shall furnish the COUNTY Certificates of Insurance indicating the minimum coverage limitations in the following amounts: a) Worker's Compensation and Employer's Liability Insurance: Where applicable, worker's compensation coverage to apply for all employees at a minimum statutory limit as required by Florida Law, and Employer's Liability coverage in the amount of $100,000.00 bodily injury by accident, $500,000.00 bodily injury by disease, policy limits, and $100,000.00 bodily injury by disease, each employee. b) Comprehensive Automobile Vehicle Liability Insurance: Motor vehicle liability insurance, including applicable no -fault coverage, with limits of liability of not less than $300,000.00 per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. If single limits are provided, the minimum acceptable limits are $50,000.00 per person, $100,000.00 per occurrence, and $25,000.00 property damage. Coverage shall include all owned vehicles, all non -owned vehicles, and all hired vehicles. c) Commercial General Liability: Commercial general liability coverage, including Premises Opera - tions, Products and Completed Operations, Blanket Contractual Liability, and Expanded Definition of Property Damage, with limits of liability of not less than $300,000.00 per occurrence, $100,000.00 per person, $50,000.00 property damage, combined single limit $300,000.00. d) Recognizing that the work governed by this contract involves the furnishing of advice or services of a professional nature, the Contractor shall purchase and maintain, throughout the life of the contract, Professional Liability Insurance which will respond to damages resulting from any claim arising out of the performance of professional services or any error or omission of the Contractor arising out of work governed by this contract. The minimum limits of liability shall be$500,000 per occurrence /$1,000,000 Aggregate e) Certificates of Insurance: Original Certificates of Insurance shall be provided to the COUNTY at the time of execution of this Agreement and certified copies provided if requested. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the COUNTY before any policy or coverage is canceled or restricted. The underwriter of such insurance shall be qualified to do business in the State of Florida. If requested by the County Administrator, Page 4 the insurance coverage shall be primary insurance with respect to the COUNTY, its officials, employees, agents and volunteers. f) Monroe County Board of County Commissioners must be named as additional insured on all policies except worker's compensation. X. NON - WAIVER OF IMMUNITY: Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of COUNTY and CONSULTANT 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 Agreement entered into by the COUNTY be required to contain any provision for waiver. XI. INDEPENDENT CONSULTANT: At all times and for all purposes under this agreement CONSULTANT is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this agreement shall be construed so as to find CONSULTANT or any of his employees, subs, servants, or agents to be employees of the Board of County Commissioners of Monroe COUNTY. XII. NONDISCRIMINATION: COUNTY and CONSULTANT 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. COUNTY or CONSULTANT agree 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 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 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 COUNTY and CONSULTANT to, or the subject matter of, this Agreement. XIII. ASSIGNMENT /SUBCONTRACT: CONSULTANT shall not assign or subcontract its obligations under this agreement to others, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County and Page 5 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 sub shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the board. XIV. COMPLIANCE WITH LAW AND LICENSE REQUIREMENTS: In providing all services /goods pursuant to this agreement, CONSULTANT shall abide by all laws of the Federal and State government, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Compliance with all laws includes, but is not limited to, the immigration laws of the Federal and State government. 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 Agreement. CONSULTANT shall possess proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. XV. DISCLOSURE AND CONFLICT OF INTEREST: CONSULTANT represents that it, its directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this contract, as provided in Sect. 112.311, et. seq., Florida Statutes. 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. COUNTY and CONSULTANT 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. XVI. NO PLEDGE OF CREDIT: CONSULTANT shall not pledge the COUNTY'S credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. CONSULTANT further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. XVII. NOTICE REQUIREMENT: Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: Page 6 FOR COUNTY: Monroe County County Administrator 1100 Simonton Street, #2 -205 Key West, FL 33040 and Monroe County Attorney Post Office Box 1026 Key West, FL 33041 -1026 FOR CONSULTANT: Kari Hewitt, Sustainability Planner VHB, Inc. 101 Walnut Street Watertown, MA 02472 XVIII. TAXES: COUNTY is exempt from payment of Florida State Sales and Use taxes. CONSULTANT shall not be exempted by virtue of the COUNTY'S exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is CONSULTANT authorized to use the COUNTY'S Tax Exemption Number in securing such materials. CONSULTANT shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. XIX. TERMINATION: A. The COUNTY or CONSULTANT may terminate this Agreement for cause with seven (7) days' notice to the other party. Cause shall constitute a breach of the obligations of either party to perform the obligations enumerated under this Agreement. 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 with neither party having any further obligation under the term s of the contract upon termination. XX. 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 Agreements 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, the COUNTY and CONSULTANT agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The COUNTY and CONSULTANT agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Page 7 Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. XXI. 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. XXII. ATTORNEY'S FEES AND COSTS: 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 and attorney's fees, in appellate proceedings. Each party agrees to pay its own court costs, investigative, and out -of- pocket expenses whether it is the prevailing party or not, through all levels of the court system. XXIII. 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 COUNTY and CONSULTANT. 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 COUNTY and CONSULTANT, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. XXIV. 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. CONSULTANT shall be compensated by COUNTY for services rendered in support of any administrative or legal proceedings." XXV. BINDING EFFECT: The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of COUNTY and CONSULTANT and their respective legal representatives, successors, and assigns. XXVI. 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 8 XXVII. 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. XXIII. 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. XXIX. LEGAL OBLIGATIONS AND RESPONSIBILITIES: 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. XXX. 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 COUNTY and the CONSULTANT agree that neither the COUNTY nor the CONSULTANT 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. XXXI. ATTESTATIONS: CONSULTANT agrees to execute such documents as the COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. XXXII. 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. Notwithstanding any other provision of this Agreement, neither party shall be liable to the other for any incidental, special, indirect or other consequential damages incurred due to the fault of the other party regardless of the nature of the fault or whether it was committed by the COUNTY or CONSULTANT, or their employees, sub - consultants, or subcontractors. Consequential damages include, without limitation, liability for loss of use of the Project or existing property, loss of profits, loss of production or business interruption; however, the same may be caused." Page 9 XXXIII. 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. XXXIV. 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. XXXV. PUBLIC ENTITY CRIME INFORMATION STATEMENT: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a Construction Manager, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." XXXVI. MUTUAL REVIEW: This agreement has been carefully reviewed by Contractor and the County therefore; this agreement is not to be construed against either party on the basis of authorship. XXXVII. INCORPORATION OF BID DOCUMENTS: The terms and conditions of the bid documents are incorporated by reference in this contract agreement. XXXXIII. ANNUAL APPROPRIATION: The County's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent are withdrawn, this Agreement is terminated and the County has no further obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date. IN WITNESS WHEREOF, COUNTY and CONSULTANT hereto have executed this Agreement on the day and date first written above in four (4) counterparts, each of which shall, without proof or accounting for the other counterparts, be deemed an original Contract. Page 10 IN WITNESS WHEREOF the parties hereto have executed this Contract on the day and ;t written above. (SEAL) HEAVILIN, CLERK : ' Deputy Clerk . Date: jra z4 I!ot*1, a0I' F Witnesses for CONSULTANT: (CORPORATE SEAL) st: Title: CpN N:r A-DMt 0iSTymDe— By: 1' ,1 �rl�l (_ �, O .AM 1721 - b Date: ID ZS' l BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA VANASSE HANGEN B USTLIN. INC. By: Title: Address: 1 • l �''����'r�� -4 A+ 0a. Y-7 Z Date: 4 t qj ! - Page 11 ATTACHMENT A SCOPE OF WORK VHB QUOTE Page 12 Vanasse Hangen Brustlin, Inc. Rhonda Haag Sustainability Program Manager Monroe County Government and Cultural Center 102050 Overseas Highway, Ste. 246 Key Largo, FL 33037 May 15, 2014 RE: Proposal for GHG and air emissions analysis of proposals received for Monroe County Yard Waste Processing RFP Ms. Haag, Vanasse Hangen Brustlin, Inc. (VHB) is providing this proposal to Monroe County for analyzing the greenhouse gas (GHG) and air emissions impacts associated with waste management /processes proposed in response to the County's Yard Waste Processing RFP. Tasks: 1. Review each proposal received by the County in response to the RFP and identify sources of GHG and criteria air pollutant emissions associated with the management and process proposed in each. 2. Calculate emissions associated with the proposed management process, including both biogenic emissions as well as non - biogenic emissions associated with transport of waste, based on data provided by the proposers. 3. Coordinate with the County on any questions or assumptions to be made for the analyses. 4. Provide a comparative analysis and summary memo to the County. VHB will utilize information and data provided within each of the proposals and incorporate any additional assumptions used with guidance from the County. It is anticipated that proposals will be received by mid -July 2014, at which point VHB would proceed with its analysis. VHB will complete this analysis for a flat fee of $5,000 for up to 3 proposals and an additional $1,000 per each additional proposal. Sincerely, Kari Hewitt Sustainability Planner, VHB 101 Walnut Street, Watertown, MA 02472 Phone: 617.607.0971