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12/10/2014 AgreementAMY NEAVILIN, CPA CLERK Of CIRCUR COURT 8 COMPTROLLER WNROE COUNff, FLORIDA DATE: January 6, 2015 TO: Christine Hurley, Director of Growth Management ATTN: Mayra Tezanos Executive Assistant FROM: Lindsey Ballard, D. C. At the December 10, 2014, Board of County Commissioner's meeting the Board granted approval and authorized execution of Item H4 a contract with Earthbalance Corporation to provide an invasive exotic plant technician crew to work on Monroe County conservation lands. Enclosed is duplicate originals executed on behalf of Monroe County, for your handling. Should you have any questions, please feel free to contact me. cc: County Attorney (Electronic) Finance ✓ File CiM itehead 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 1 88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852 -7145 Fax: 305- 852 -7146 [01 88820 MONROE COUNTY CONTRACT FOR PROFESSIONAL SERVICES INVASIVE EXOTIC PLANT TECHNICIAN CREW TO REMOVE INVASIVE EXOTIC PLANT SPECIES FROM MONROE COUNTY CONSERVATION LANDS THIS CONTRACT is made and entered into this J��day of 01 , by MONROE COUNTY ( "COUNTY "), a political subdivision of the State of Florida, whose address is the Marathon Government Center, 2798 Overseas Highway, Marathon, Florida, 33050, and EARTHBALANCE CORPORATION ( "CONTRACTOR "), whose address is 2579 N. Toledo Blade Boulevard, North Port, Florida, 34289. Section 1. SCOPE OF SERVICES The CONTRACTOR shall do, perform and carry out in a professional and proper manner certain duties as described in the Scope of Services — Exhibit A — which is attached hereto and made a part of this agreement. Section 2. COUNTY'S RESPONSIBILITIES 2.1 Provide all best available data and base maps as to the COUNTY'S requirements for Work Assignments. Designate in writing a person ( "Project Manager ") with authority to act on the COUNTY'S behalf on all matters concerning the Work Assignment. 2.2 Furnish to the CONTRACTOR all existing plans, studies, reports, and other available data pertinent to the work, and obtain or provide additional reports and data as required by the CONTRACTOR. The CONTRACTOR shall be entitled to use and rely upon such information and services provided by the COUNTY or others in performing the CONTRACTOR'S services. 2.3 Arrange for access to and make all provisions for the CONTRACTOR to enter upon public and private property as reasonably required, and legally allowed, for the CONTRACTOR to perform services hereunder. Any obstruction to such access by private property owners shall not constitute a basis for waiver of any other required entries on to public and private property, nor shall it provide a basis for termination of the contract. In the event that such access is so obstructed, CONTRACTOR and COUNTY shall work together to resolve the difficulty in a timely manner. 2.4 Perform such other functions as are indicated in Exhibit A. 2.5 Provide a schedule that is mutually agreeable to the COUNTY and CONTRACTOR. Section 3. TIME OF COMPLETION The services to be rendered by the CONTRACTOR shall be commenced upon written notice from the COUNTY and the work shall be completed in accordance with the schedule mutually agreed to by the COUNTY and CONTRACTOR, unless it shall be modified in a signed document, by the mutual consent of the COUNTY and CONTRACTOR. Subsequent services shall be performed in accordance with schedules of performance which shall be mutually agreed to by COUNTY and CONTRACTOR. Section 4. COMPENSATION 4.1 The maximum compensation available to the CONTRACTOR under this agreement is $135,000.00. The COUNTY may determine that the project is complete prior to May 29, 2015 and prior to reaching the maximum amount of $135,000. If this occurs then the COUNTY shall notify the CONTRACTOR in accordance with Section 38 of this Contract. The COUNTY agrees to pay the CONTRACTOR based on completion of work within the Scope of Service according to progress reports and other documentation to show the hours expended by each of the CONTRACTOR'S on -site staff. There will be a 5% retainage by COUNTY until the kill rate requirements established in the Scope of Services are satisfied. Because the work must be completed by May 29, 2015, compensation shall be only for the amount of work completed, regardless of the cause of any delay. 4.2 The hourly billing rates for on -site personnel of the CONTRACTOR, expected to include all costs including travel, equipment, and administrative costs, used in calculating the compensation due are: Position Hourly Rate (in Dollars) Certified Crew Supervisor $110.00 Crew Technician $68.00 The CONTRACTOR may not bill for any personnel time other than the positions specifically listed above. There are no reimbursable expenses. No more than one crew (composed of one crew supervisor and up to 7 technicians) may work at any one time. Section 5. PAYMENT TO CONTRACTOR 5.1 Payment will be made according to the Local Government Prompt Payment Act. Any request for payment must be in a form satisfactory to the County Clerk (Clerk). The request must describe in detail the services performed and the payment amount requested. The CONTRACTOR must submit to the COUNTY Project Manager, who will review the request. The Project Manager shall note his/her approval on the request and forward it to the Clerk for payment. If request for payment is not approved, the Project Manager must inform the CONTRACTOR in writing that must include an explanation of the deficiency that caused the disapproval of the request. 5.2 CONTRACTOR shall submit invoices with progress report of activities on a weekly or otherwise regular basis until the work under this agreement is completed. 5.3 Continuation of this contract is contingent upon annual appropriation by Monroe County. Section 6. PERSONNEL The CONTRACTOR shall assign only qualified personnel to perform as a Certified Crew Supervisor. Certified Crew Supervisors shall be certified by the Florida Department of Agriculture and Consumer Services in the Natural Areas category. At the time of execution of this Contract, the parties anticipate that the following two (2) named individuals will act as Certified Crew Supervisors for this project: Name: Name: The CONTRACTOR shall immediately notify the COUNTY reasonably in advance of scheduled work if either individual named above is to be changed or replaced. Any individuals not listed here are subject to approval by the COUNTY. Section 7. CONTRACT TERMINATION Either party may terminate this contract because of the failure of the other party to perform its obligations under the Contract. COUNTY may terminate this contract for any reason upon fifteen (15) days' notice to the CONTRACTOR. COUNTY shall pay CONTRACTOR for work performed through the date of termination. Section 8. AUTHORIZATION OF WORK ASSIGNMENTS 8.1 All work assignments beyond or in addition to EXHIBIT "A" shall be authorized in a signed document (Work Order) in accordance with the COUNTY's policy prior to any work being conducted by the CONTRACTOR. 8.2 Additional authorizations may contain additional instructions or provisions specific to the authorized work for the purpose of clarifying certain aspects of this Agreement pertinent to the work to be undertaken. Such supplemental instruction or provisions shall not be construed as a modification of this Agreement. Authorizations shall be dated and serially numbered. 8.3 The CONTRACTOR shall not assign, sublet or transfer any rights under or interest in (including, but not without limitations, moneys that may become due or moneys that are due) this agreement or subsequent Work Assignment without the written consent of the COUNTY, except to the extent that any assignment, subletting, or transfer is mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to any assignment, no assignment will release or discharge the assignor from any duty or responsibility under this agreement. Section 9. NOTICES All notices, requests and authorizations provided for herein shall be in a signed document and shall be hand delivered, or mailed, certified / registered / return receipt requested, or sent by courier service with a signed receipt, to the addresses as follows: To the COUNTY: Christine Hurley, Division Director Monroe County Growth Management Division 2798 Overseas Highway, Suite 410 Marathon, Florida 33050 Roman Gastesi, County Administrator 1100 Simonton Street, Suite 205 Key West, Florida 33040 To the CONTRACTOR: Wade R. Waltimyer, President 2579 North Toledo Blade Boulevard North Port, Florida 34289 or addressed to either party at such other addresses as such party shall hereinafter furnish to the other party in writing. Each such notice, request, or authorization shall be deemed to have been duly given when so delivered, or, if mailed, when deposited in the mails, registered, postage paid. Section 10. RECORDS CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their 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 moneys paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, the CONTRACTOR shall repay the moneys together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to CONTRACTOR. Section 11. EMPLOYEES SUBJECT TO COUNTY ORDINANCE NOS. 010 AND 020 -1990 The CONTRACTOR warrants that it has not employed, retained or otherwise had act on its behalf any former or current County officer or employee subject to the prohibition of Sections 2 and 3 of Ordinance No. 010 -1990 as amended by Ordinance No. 020 -1990. For breach or violation of this provision the COUNTY may, in its discretion, terminate this agreement without liability and may also, In its discretion, deduct from the agreement or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Section 12. CONVICTED VENDOR 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 a contract with a public entity for the construction or repair of a public building or public work, may not perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR under 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 the Category two for a period of 36 months from the date of being placed on the convicted vendor list. Section 13. 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, the COUNTY and CONTRACTOR agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. Section 14. SEVERABILTTY 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 CONTRACTOR 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. Section 15. ATTORNEY'S FEES AND COSTS The COUNTY and CONTRACTOR 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. 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. This Agreement is not subject to arbitration. Section 16. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. Section 17. 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. Section 18. ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONTRACTOR 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 15 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. Section 19. 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 CONTRACTOR 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 CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. Section 20. NONDISCRIMINATION COUNTY and CONTRACTOR 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 CONTRACTOR 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: Title VII of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or national origin; 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; Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; The Age Discrimination Act of 1975, as amended (42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age; The Drug Abuse Office and Treatment Act of 1972 (PL 92- 255), as amended, relating to nondiscrimination on the basis of drug abuse; 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; 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 patent records; 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; 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; 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 21. REQUIREMENT TO USE E- VERIFY CONTRACTOR agrees to: (1) utilize the US Department of Homeland Security's E -verify system to verify the employment eligibility of all new employees hired by CONTRACTOR during the term of this Contract; and, (2) include in all subcontracts under this Contract, the requirement that subcontractors performing work or providing services pursuant to this Contract utilize the E -Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the term of the subcontract. The Department of Homeland Security's E -Verify system can be found on -line at www.uscis.!zov /e- verif . The CONTRACTOR agrees to enroll in the E -Verify system prior to hiring any new employee after the effective date of this Contract. CONTRACTOR further agrees to maintain records of its participation and compliance with the provisions of the E -Verify program, including participation by its subcontractors as provided above, and to make such records available to the COUNTY. This includes maintaining a copy of proof of CONTRACTOR's and subcontractor's enrollment in the program. Compliance with the terms of this provision is made an express condition of this Contract and the COUNTY may treat a failure to comply as a material breach of the Contract. Section 22. COVENANT OF NO INTEREST COUNTY and CONTRACTOR 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 23. 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 24. NO SOLICITATION/PAYMENT 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 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 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 25. PUBLIC ACCESS Pursuant to F.S. 119.070 1, Contractor 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. (e) The county shall have the right to unilaterally cancel this Agreement upon violation of the provision by contractor. Section 26. 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 27. 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. Section 28. 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. Section 29. 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 CONTRACTOR agree that neither the COUNTY nor the CONTRACTOR 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. Section 30. 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 31. 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. Section 32. 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 33. 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 34. INSURANCE POLICIES 34.1 GENERAL INSURANCE REQUIREMENTS FOR CONTRACTORS AND SUBCONTRACTORS As a pre- requisite of the work governed, or the goods supplied under this contract (including the pre - staging of personnel and material), the CONTRACTOR shall obtain, at his/her own expense, insurance as specified in any attached schedules, which are made part of this contract. The CONTRACTOR will ensure that the insurance obtained will extend protection to all Subcontractors engaged by the CONTRACTOR. As an alternative, the CONTRACTOR may require all Subcontractors to obtain insurance consistent with the attached schedules. The CONTRACTOR will not be permitted to commence work governed by this contract (including pre - staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the COUNTY as specified below. Delays in the commencement of work, resulting from the failure of the CONTRACTOR to provide satisfactory evidence of the required insurance, shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work commenced on the specified date and time, except for the CONTRACTOR's failure to provide satisfactory evidence. The CONTRACTOR shall maintain the required insurance throughout the entire term of this contract and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting from the failure of the CONTRACTOR to maintain the requird insurance shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for the CONTRACTOR's failure to maintain the required insurance. The CONTRACTOR shall provide, to the COUNTY, as satisfactory evidence of the required insurance, either: 0 Certificate of Insurance or • A Certified copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non - renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the Contractor's insurance shall not be construed as relieving the Contractor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation. 34.2 INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN COUNTY AND CONTRACTOR Prior to the commencement of work governed by this contract, the CONTRACTOR shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Bodily Injury Liability • Expanded Definition of Property Damage The minimum limits acceptable shall be: $300,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $200,000 per Person $300,000 per Occurrence $ 50,000 Property Damage An Occurrence Form policy is preferred. If coverage is 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 should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. 34.3 VEHICLE LIABILITY INSURANCE REQUIREMENTS Recognizing that the work governed by this contract requires the use of vehicles, the CONTRACTOR, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for: • Owned, Non - Owned, and Hired Vehicles The minimum limits acceptable shall be: $300,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $200,000 per Person $300,000 per Occurrence $ 50,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. 34.4 WORKERS' COMPENSATION INSURANCE REQUIREMENTS Prior to commencement of work governed by this contract, the CONTRACTOR shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes. In addition, the CONTRACTOR shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If the CONTRACTOR has been approved by the Florida's Department of Labor as an authorized self - insurer, the COUNTY shall recognize and honor the CONTRACTOR's status. The CONTRACTOR may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the CONTRACTOR's Excess Insurance Program. If the CONTRACTOR participates in a self - insurance fund, a Certificate of Insurance will be required. In addition, the CONTRACTOR may be required to submit updated financial statements from the fund upon request from the County. Section 35. INDEMNIFICATION Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, the Contractor covenants and agrees that he shall defend, 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 activity of Contractor or any of its employees, agents, contractors in any tier or other invitees during the term of this Agreement, (B) the negligence or willful misconduct of Contractor or any of its employees, agents, contractors in any tier or other invitees, or (C) Contractor'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 negligent acts in part or omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than CONTRACTOR). 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. In the event the completion of the project (including the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the Contractor is 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. Section 36. 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 own 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 37. DELAY The CONTRACTOR agrees that no charges or claims for damages shall be made by it for any delays or hindrances attributable to the COUNTY during the progress of any portion of the services specified in this contract. If possible, such delays or hindrances, if any, shall be compensated for by the COUNTY by an extension of time for a reasonable period for the CONTRACTOR to complete the work schedule. Such an agreement shall be made between the parties based on funding availability. Section 38. TERMINATION OF WORK AND EXTENSION The work under this Contract is to be completed by May 29, 2015, or upon reaching the maximum amount of $135,000, or upon the COUNTY's determination of project completion prior to May 29, 2015, and prior to reaching the maximum amount of $135,000. If this occurs then the COUNTY shall provide a 14 day notice to the CONTRACTOR identifying the project completion date. No invoices will be paid by the COUNTY for work completed by the CONTRACTOR after the project completion date. After May 29, 2015, this Contract may be extended by mutual consent upon the same terms for two (2) additional, future grant funding cycles, whether for a greater or smaller sum, and using a different completion date, contingent upon County's receipt of grant funds specifically for the purposes set forth herein. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on the 1 day of ,Dee. 2014. (SEAL) Attest AMY HEAVILIN, CLERK ►�?I COUNTY, FLORIDA J BY:7 'DOputy Clerk (CORPORATE SEAL) BOARD OF COUNTY COMMISSIONERS B Mayor /Chairman EARTHBALANCE CORPORATION ATTEST: By First ' ess Sign ure C :&A0eC/'j r Fir itness Printed Name By ` �— co W ess Signa re &n2l, .-• Ljayy w - Second Witness Printe ame B to oz Aa Wade R Waltimyer Title: President 11 11'71,g. Date State of Florida County of Monroe Before me, the undersigned authority, personally appeared LOCI& " L- 4,0tue/' and , who are pe rsonally kn wo n to me , or have produced , and respectively as identification. Sworn and subscribed to me this l l of N0 , 20�. Typed Notary Name and Number Notary Signature arLd $e4 DANIELLE MAM WIo holy Palle • go 0 FM m Ca . bom ANN 21. if Commk w # EE M74 EXHIBIT A SCOPE OF SERVICES PROJECT LOCATION Lands in this project area consist of public conservation lands located throughout the Florida Keys either owned or managed by Monroe County. Monroe County owns approximately 2,000 acres of scattered conservation lands throughout the Florida Keys. This project will target a portion of those properties in the areas identified below (the majority of the sites are within the Lower Keys area): Upper Keys: Key Largo; Tavernier Middle Keys: Crawl Key; Fat Deer Key Lower Keys: Sugarloaf Keys; Cudjoe Key; Summerland Key; Ramrod Key; Torch Keys; Big Pine Key Most individual parcels are only 0.1 acres in size, but many are contiguous and combine to form much larger management units. The majority of the sites are located in neighborhoods, adjacent to residences, and easily accessed by roads. Work in neighborhoods will require special considerations for safety, noise and appearance of the property. Level of infestation varies by site, but since most of these sites have been previously treated, most sites will be less than 10% coverage of invasive exotic vegetation. SCOPE OF WORK The project consists of the eradication of invasive exotic plant species occurring on selected Monroe County conservation lands, utilizing herbicide as necessary. The work will be completed by the CONTRACTOR's ground crew comprised of up to eight (8) invasive plant technicians (including the crew supervisor). No more than one crew (composed of one crew supervisor and up to 7 technicians) may work at any one time. The CONTRACTOR will manage the project including the scheduling, subcontracting as necessary, labor, monitoring and reporting progress. Additionally, the CONTRACTOR will provide all necessary training, equipment, supervisory and administrative support for the technician crew. All work is to be completed using hand tools (no heavy equipment allowed, except for a chipper, if provided by CONTRACTOR). A "Gyro -trac" or similar forestry machine may not be used on this project. Work must be performed during normal work hours (between 8 am and 5 pm), Monday through Friday. No work may occur on weekends or on holidays observed by Monroe County. The COUNTY will supply location maps of project sites. The CONTRACTOR must have GPS equipment and trained field staff to enable accurate field verification of property boundaries and to provide accurate mapping of areas treated. At the end of the project, the CONTRACTOR will provide the COUNTY with GIS shapefile data indicating the total area surveyed. The CONTRACTOR will work closely with the County Land Steward to identify sites where only boundary or edge treatments are necessary and sites where a thorough inspection / treatment of the entire site is required. The work requires a knowledgeable crew of technicians who can "sweep" County properties and remove only the invasive exotic plant species found on the sites. The technicians must have demonstrated knowledge in identification of Florida Keys' species, both native and exotic, including those closely related species. The CONTRACTOR's priorities will include: maintaining previously treated exotic removal sites free of exotics; conducting sweeps of large conservation areas, looking for new infestations; and the removal of small infestations of exotics from recently purchased conservation lands. The CONTRACTOR shall notify the County Land Steward when it finds infestations of invasive exotics that are either too large for the crew to handle or trees that may be potentially hazardous to remove (i.e. near power lines or neighbors' structures). The CONTRACTOR shall provide information to the COUNTY on the approximate dimensions of the infestation and the location. Target species include: Brazilian pepper (Schinus terebinthifolius); Australian pine (Casuarina spp); lead tree (Leucaena leucocephala); seaside mahoe (Thespesia populnea); scaevola (Scaevola sericea); latherleaf (Colubrina asiatica); Brazilian jasmine (Jasminum fluminense); Guinea grass (Panicum maximum); Washington fan palm (Washingtonia robusta); sapodilla (Manilkara zapota); sea hibiscus (Hibiscus tiliaceus); castor bean (Ricinus communis); wedelia (Sphagneticola trilobata); oyster plant (Tradescantia spathacea); air potato (Dioscorea bulbifera); red sandalwood (Adenthera pavonina); woman's tongue (Albizia lebbeck); tropical almond (Terminalia catappa); green fountain grass (Pennisetum setaceum); asparagus fern (Asparagus aethiopicus); chastetree (Vitex trifolia) and night- blooming cactus (Hylocereus undatus). These and all other invasive exotic species listed by Florida Exotic Pest Plant Council (FLEPPC) will be either hand- pulled, cut and treated, or treated in place with appropriate herbicide. Every effort shall be made to avoid damage to native vegetation and impacts to wildlife. The exotic plant species listed above will be treated according to developed effective control techniques. Depending upon the species treated and the type of habitat, plants may be hand - pulled, treated in place, removed from site, or chipped on site. Decisions regarding specific plant treatment methods on each site will be made by the Land Steward. The CONTRACTOR is responsible for the treatment and / or removal of all exotic plant species listed, including trees, grasses, groundcovers, and vines, in any life stage (including seedlings). Hand - pulling shall be the preferred method of removal when feasible. When it is not feasible, vegetation may be treated with herbicide and left standing in areas where standing dead timber does not pose a threat to human safety or is not offensive to adjacent neighbors. When cutting is required, each cut plant will be cut as low to the ground as possible. Cuts will be made level to the ground to minimize herbicide runoff prior to absorption. An appropriate herbicide shall be applied within one (1) minute of stump preparation. Invasive exotic plant species shall be treated with herbicide as follows: Target Species Treatment Method Asiatic colubrina 50% Garlon 3A applied to cut surface immediately after cut or (Colubrina asiatica) 20% Garlon 4 applied to stump's cut surface and sides Australian pine 50% Garlon 3A applied to cut surface immediately after cut or (Casuarina s ) .20% Garlon 4 applied to stump's cut surface and sides Beach naupaka 50% Garlon 3A applied to cut surface immediately after cut or (Scaevola sericea) 10% Garlon 4 applied to stump's cut surface and sides Brazilian pepper 50% Garlon 3A applied to cut surface immediately after cut or (Schinus terebinthi olius) 20 % Garlon 4 applied to stump's cut surface and sides Lead tree 30% Garlon 4 applied to stump's cut surface and sides (Leucaena leucoce hala) Seaside mahoe 50% Garlon 3A applied to cut surface immediately upon cutting (Thes esia o ulnea) Herbicides will be applied using a low- pressure spray to minimize drift and non - target damage. A dye shall be used to facilitate identification of treated stems. Any additional treatment methods or changes to the methods listed above must be pre- approved by the County Land Steward. All mature (brown) lead tree (Leucaena leucocephala) seeds will be bagged and left on the site for disposal by the County. All vegetative material from bowstring hemp (Sansevieria hyacinthoides) must be physically removed. Resulting plant material may either be bagged or neatly piled on site (adjacent to the road) for COUNTY pick up. The CONTRACTOR may utilize a chipper (not required). Any mulch created will be disposed of in one of the following ways (as determined by the County Land Steward): 1. Spread evenly across the site; or 2. Removed from the site by the CONTRACTOR, at no expense to the COUNTY for the removal (if the CONTRACTOR wants the mulch for their own purposes); or 3. Neatly piled on the site by the contractor and removed from the site by the COUNTY (if Land Steward determines that on -site disposal is not an option). The CONTRACTOR will not be required to transport off -site or pay for the disposal of any vegetative waste created by the project, unless the CONTRACTOR desires to keep the mulch. The CONTRACTOR will provide all necessary equipment to complete the project including (but not limited to) hand tools, chainsaws, chippers (not required), vehicles, sprayers, garbage bags and personal protective equipment. The CONTRACTOR will also provide all materials for treatment (including herbicide and adjuvants) and ensure proper disposal of herbicide and adjuvant containers and will strictly adhere to all herbicide label application, precautionary, and safety statements. The CONTRACTOR shall be paid according to the hourly rates established in the contract for each type of on -site employee. No compensation shall be paid for travel time to and from the work site. The project is complete when one of the following occurs: the total cost reaches $135,000; the County Land Steward determines the project is complete; or on May 29, 2015; whichever occurs first. There are no reimbursable expenses. All herbicide treatments shall be at least 95% effective in preventing re- sprout of treated plants. If 95% kill rate is not achieved for any area of the project after two (2) months past initial project completion; one- additional treatment of the exotic plants in the problem area shall be the responsibility of the CONTRACTOR at no additional cost to the COUNTY. The CONTRACTOR shall at all times provide an on -site ground crew supervisor that is certified by the Florida Department of Agricultural and Consumer Services and in good standing with that Department, as part of the work force. Ground crew supervisors will be responsible for: 1) coordination with the Monroe County Land Steward on a daily / weekly basis; 2) all control activities and safety on project sites; 3) assuring that all crews are knowledgeable of, and remain within property and treatment boundaries; 4) assuring appropriate herbicide labels and Material Safety Data Sheets (MSDS)are on site; 5) avoiding damage to native vegetation and wildlife; and 6) strict adherence to all herbicide label application, precautionary, and safety statements. Ground crew supervisors shall be certified by the Florida Department of Agriculture and Consumer Services in the Natural Areas category. The County reserves the right to disqualify prospective bidders who have violations of the Rules of Chapter 62C -20, F.A.C., or other state or federal laws or regulations related to pesticide use or aquatic plant control resolved by mediation, Consent Order, or fine within the two (2) previous years. Crew supervisors must meet with the County Land Steward on a regular basis to discuss the progress of the project and to determine priority areas for treatment. The CONTRACTOR shall complete "Daily Progress Reports for Invasive Plant Control" and "Weekly Progress Reports for Invasive Plant Control" and will submit the completed forms to the County every two weeks at a minimum. The Monroe County Land Steward will submit the permit application for the proposed exotic removal work, however the Contractor is required to pick up the permit from the Monroe County Building Department and keep the permit with the crew while working on -site. The term "technician" is used to imply specialized knowledge of invasive exotic plant control. All technicians working on the crew must have training in plant identification (specifically Keys' species) and herbicide application methods. Preference may be given to contractors with highly trained crews, including those that have herbicide licensed crew members (in the category listed above). The contractor must hold a valid Monroe County business tax receipt and a Monroe County Certificate of Competency for a Landscaping Specialty Contractor. A general contractor may apply if he holds a landscaping specialty contractor certificate of competency in Monroe County or employs a Landscaping Specialty Contractor licensed in Monroe County. The business tax receipt is required for both. Additional plant treatment or removal and nonplant debris removal may be added to the project by mutual agreement as field conditions warrant and funds permit. Such agreements for additional work shall be made in writing and agreed to by signature of both parties. According to the COUNTY's formal agreement with Florida Fish & Wildlife Conservation Commission, contractors working on invasive exotic removal projects must adhere to the following protocol: Mandatory decontamination protocols must be followed for vehicles and equipment prior to entering Monroe County from areas outside of the County. When moving equipment from site to site within Monroe County, decontamination requirements will be at the discretion of the County and will be dependent upon the exotic species that were treated at the previous site and on the nature of the treatment sites. If decontamination is required by the County then the contractor must utilize a designated decontamination site within Monroe County. The County shall supply the contractor with a list of designated decontamination sites if necessary. Decontamination protocols: All equipment including but not limited to vehicles, trailer, ATV's, and chippers must be cleaned with a pressure washer (at a County approved facility). Decontamination protocols include spraying down all equipment surfaces including the undercarriage and tires to insure that mud, vegetative debris and other debris is not transported from the previous treatment site. Special attention will be paid to equipment that has worked at sites where Lygodium, Cogon grass and other exotics specific to the mainland were treated to prevent the spread of these species into Monroe County. Equipment such as chain saws, loppers, etc. used for cut stump treatment must be wiped down and cleaned so that they are free of debris. Prior to the commencement of the project, the contractor and the County Land Steward shall discuss the necessity for a decontamination plan. If the COUNTY requires a plan, then the contractor shall submit a brief decontamination plan in writing, to the COUNTY for approval. The decontamination plan shall identity specific decontamination procedures and decontamination sites. Decontamination protocols may vary depending upon the nature of the treatment site, type of treatment conducted at the site, and the exotic species that were treated. Failure to comply with decontamination protocols constitutes reason for contract cancellation and dismissal of the contractor. While notice to proceed will be issued as soon as possible after the contract is final, the project timeframe may be adjusted depending on seasonal conditions. All work must be completed by May 29, 2015. Requirement to Use E- Verify. The CONTRACTOR must: (1) utilize the US Department of Homeland Security's E- Verify system to verify the employment eligibility of all new employees hired by the CONTRACTOR during the term of the Contract; and, (2) include in all subcontracts under this Contract, the requirement that subcontractors performing work or providing services pursuant to this Contract utilize the E -verify system to verify the employment eligibility of all new employees hired by the subcontractor during the term of the subcontract.