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Item D02C oun t y of Monr ELj » °o � i� G�, � BOARD OF COUNTY COMMISSIONERS � Mayor David Rice, District 4 The Florida Ke s lv ', y f i I w; \ Mayor Pro Tern Sylvia J. Murphy, District 5 ; ,= _ :' j Danny L. Kolhage, District 1 George Neugent, District 2 Heather Carruthers, District 3 County Commission Meeting December 13, 2017 Agenda Item Number: D.2 Agenda Item Summary #3645 BULK ITEM: Yes DEPARTMENT: Assistant County Administrator Kevin Wilson TIME APPROXIMATE: STAFF CONTACT: Kevin Wilson (305) 292 -4441 No AGENDA ITEM WORDING: Ratification of the contract for the construction manager for the STEP (Shelter and Temporary Essential Power) program. ITEM BACKGROUND: The RFP responses for a construction firm for tasks 6 & 7 of the STEP program were opened on 8 November 2017. The selection committee met on 13 November 2017 and unanimously ranked SLSCO, LTD as the top ranked proposer. The contract was prepared and signed by SLSCO and the Mayor and SLSCO mobilized and started work with Adjusters International to write the scope of work on the initial applicants during the week of 20 November 2017. PREVIOUS RELEVANT BOCC ACTION: At its 14 November 2017 meeting, The BOCC ratified the STEP grant agreement and the contract with Adjusters International to manage tasks 1- 5 of the STEP program CONTRACT /AGREEMENT CHANGES: Ratification STAFF RECOMMENDATION: Approval DOCUMENTATION: Agreement SLS STEP Program FINANCIAL IMPACT: Effective Date: 21 November 2017 Expiration Date: 20 November 2018 Total Dollar Value of Contract: TBD depending on the number of homes included Total Cost to County: Current Year Portion: All Budgeted: Source of Funds: CPI: N/A Indirect Costs: Staff time TBD Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: No Grant: Yes County Match: 0 — 12.5% Insurance Required: Yes Additional Details: N/A If yes, amount: There will be a 0% or 5% or 12.5% cost share depending on the final decision of FDEM and FEMA I "IXTAl IHIlWa, Kevin Wilson Completed 11/26/2017 9:33 PM Cynthia Hall Completed 11/28/2017 9:19 AM Budget and Finance Completed 11/28/2017 9:24 AM Maria Slavik Completed 11/28/2017 9:25 AM Kathy Peters Completed 11/28/2017 9:26 AM Board of County Commissioners Pending 12/13/2017 9:00 AM D.z.a AGREEMENT I=OR CONSTRUCTION AND FINAL INSPECTION SERVICES (Steps 6 and 7. Sheltering and Temporary Essential Power (STEP) Program) This Agreement CAgreement ") made and entered into this i 5 day of November 2017 by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "COUNTY," through the Monroe County Board of County Commissioners ("BOCC "), WEB SLSCO LTD., a foreign limited partnership formed in the State of Texas and doing business in the State of Florida, whose address is 13 Evia Main, Galveston TX 77219, its successors and assigns, hereinafter referred to as "CONTRACTOR ", W ITNESSETH: WHEREAS, COUNTY desires to employ the professional services of CONTRACTOR for Steps 6 and 7 of the Sheltering and Temporary Essential Power (STEP) Program; and WHEREAS, CONTRACTOR has agreed to provide the services described herein and in Attachment A to this Agreement; NOVA, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONTRACTOR agree as follows; File] 1 ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES By executing this Agreement, CONTRACTOR makes the following express representations and warranties to the COUNTY: 1.1.1 The CONTRACTOR shall maintain all necessary licenses, permits or other authorizations necessary to act as CONTRACTOR for the Project until the CONTRACTOR'S duties hereunder have been fully satisfied; 1.1.2 The CONTRACTOR has become familiar with the Project site and the local conditions under which the work is to be completed. 1.1.3 The CONTRACTOR shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in verifying work completed by CONTRACTORS and associated costs and shall be in conformity and Packet Pg. 9 2 o.z.a comply with all applicable law, codes and regulations. The CONTRACTOR warrants that the documents prepared as a part of this Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information; 1.1.4 The CONTRACTOR assumes full responsibility to the extent allowed bylaw with regards to his performance and those directly under his employ. 1.1.6 The CONTRACTOR'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. In providing all services pursuant to this agreement, the CONTRACTOR shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract in accordance with the provisions of Section 9.5, below. 1.1.7 At all times and for all purposes under this agreement the CONTRACTOR is an independent contractor and not an employee of the Board of County Commissioners for Monroe County. No statement contained in this agreement shall be construed so as to find the CONTRACTOR or any of his/her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County, 1.1.8 The CONTRACTOR shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. 1.1.9 The effective date of this AGREEMENT shall be I term of the AGREEMENT shall be for one (1) year, provided herein. Such extension(s) shall be in the fa AGREEMENT and shall be executed by both parties. ARTICLE II unless otherwise terminated as form of a written Amendment to the SCOPE OF BASIC SERVICES 2.1 DEFINITION CONTRACTOR'S Scope of Basic Services consists of those described in Attachment A The CONTRACTOR shall commence work on the services provided for in this Agreement promptly upon his receipt of a written notice to proceed from the COUNTY. The notice to proceed will be in the form of a task order and must contain a description of the services to be performed, and the time within which services must be performed. 2.2 CORRECTION OF ERRORS, OMISSIONS, DEFICIENCIES The CONTRACTOR shall, without additional compensation, promptly correct any errors, I- ar- -Lo I . The Packet Pg. 953 o.z.a omissions, deficiencies, or conflicts in the work product of the CONTRACTOR or its subcontractors, or both for a period of one (1 ) year from the date of performance of such work. 2.3 NOTICE REQUIREMENT All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONTRACTOR. Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage pre -paid, to the COUNTY by certified mail, return receipt requested, to the following: Kevin Wilson Assistant County Administrator, Monroe County 1100 Simonton Street, Room 2 -216 Key West, Florida 33040 And: Mr. Roman Gastesi, Jr. Monroe County Administrator 1100 Simonton Street, Room 2 -205 Key West, Florida 33040 For the CONTRACTOR: - SLSCO LTD. 13 Evia Main Galveston TX 77219 ARTICLE III ADDITIONAL SERVICES 3.1 The services described in Article III that may be provided by the CONTRACTOR (provided for example purposes only) are not included in Basic Services. If requested by the COUNTY they shall be paid for as an addition to the compensation paid for the Basic Services but only if approved by the COUNTY before commencement. A Providing services of CONTRACTOR for other than the Scope of Work for the Project provided as a part of Basic Services (listed in Attachment A). B. Providing any other services not otherwise included in this Agreement or not customarily fumished in accordance with generally accepted FEMA Public Assistance Consulting Services. C. Providing representation before public bodies in connection with the Project, upon approval by COUNTY. 3.2 If Additional Services are required, such as those listed above, the COUNTY shall issue a letter requesting and describing the requested services to the CONTRACTOR. The CONTRACTOR shall respond with a fee proposal to perform the requested services, Only after receiving an amendment to the Agreement and a notice to proceed from the COUNTY, shall the CONTRACTOR proceed with the Additional Services. Packet Pg. 954 o.z.a ARTICLE IV COUNTY'S RESPONSIBILITIES 4.9 The COUNTY shall provide full information regarding requirements for the Project including physical location of work, county maintained roads, and any available maps. 4.2 The COUNTY shall designate a representative to act on the COUNTY's behalf with respect to the Project. The COUNTY or its representative shall render decisions in a timely manner pertaining to documents submitted by the CONTRACTOR in order to avoid unreasonable delay in the orderly and sequential progress of the CONTRACTOR'S services. 4.3 Prompt written notice shall be given by the COUNTY and its representative to the CONTRACTOR if they become aware of any fault or defect in the Project or non- conformance with the Agreement Documents. Written notice shall be deemed to have been duly served if sent pursuant to paragraph 2.3. 4.4 The COUNTY shall furnish the required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONTRACTOR'S services and work of the contractors. 4.5 The COUNTY`s review of any documents prepared by the CONTRACTOR or its subcontractors shall be solely for the purpose of determining whether such documents are generally consistent with the COUNTY's criteria, as, and if, modified. No review of such documents shall relieve the CONTRACTOR of responsibility for the accuracy, adequacy, fitness, suitability or coordination of its work product. 4.6 The COUNTY shall provide copies of necessary documents required to complete the work. 4.7 Any information that may be of assistance to the CONTRACTOR that the COUNTY has immediate access to will be provided as requested. ARTICLE V INDEMNIFICATION AND HUD HARMLESS The CONTRACTOR covenants and agrees to indemnify, hold harmless and defend COUNTY, its commissioners, officers, employees, agents and servants from any and all claims for bodily injury, including death, personal injury, and property damage, including damage to property owned by Monroe County, and any other losses, damages, and expenses of any kind, including attorney's fees, court costs and expenses, which arise out of, in connection with, or by reason of services provided by CONTRACTOR or its Subcontractor(s) in any tier, occasioned by the negligence, errors, or other wrongful act or omission of the CONTRACTOR, its Subcontractor(s) in any tier, their officers, employees, servants and agents. In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of the CONTRACTOR's failure to purchase or maintain the required insurance, the CONTRACTOR shall indemnify COUNTY from any and all increased expenses Packet Pg. 955 o.z.a resulting from such delay. Should any claims be asserted against COUNTY by virtue of any deficiency or ambiguity in the plans and specifications provided by the CONTRACTOR, the CONTRACTOR agrees and warrants that CONTRACTOR hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the COUNTY's behalf. The first ten dollars ($10.00) of remuneration paid to the CONTRACTOR is consideration for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. This indemnification shall survive the expiration or earlier termination of the Agreement. ARTICLE VI PERSONNEL 6.1 PERSONNEL The CONTRACTOR shall assign only qualified personnel to perform any service concerning the project. At the time of execution of this Agreement, the parties anticipate that the following named individuals will perform those functions as indicated: NAME FUNCTION So long as the individuals named above remain actively employed or retained by the CONTRACTOR, they shall perform the functions indicated next to their names. if they are replaced the CONTRACTOR shall notify the COUNTY of the change immediately. ARTICLE VII COMPENSATION 7.1 PAYMENT SUM 7.1.1 The COUNTY shall pay the CONTRACTOR in current funds for the CONTRACTOR'S performance of this Agreement based on rates negotiated and agreed upon and shown in Attachment A 7.2 PAYMENTS 7.2.1 For its assumption and performances of the duties, obligations and responsibilities set forth herein, the CONTRACTOR shall be paid monthly. (A) I the CONTRACTOR'S duties, obligations and responsibilities are materially 5 Packet Pg. 9 67 o.z.a changed by amendment to this Agreement after execution of this Agreement, compensation due to the CONTRACTOR shall be equitably adjusted, either upward or downward; (B) As a condition precedent for any payment due under this Agreement, the CONTRACTOR shall submit monthly, unless otherwise agreed in writing by the COUNTY, a proper invoice to COUNTY with a pay application, requesting payment for services properly rendered and reimbursable expenses due hereunder. The CONTRACTOR'S invoice shall describe with reasonable particularity the service rendered, The CONTRACTOR'S invoice shall be accompanied by such documentation or data in support of expenses for which payment is sought at the COUNTY may require, including but not limited to back up documentation sufficient for reimbursement of expenses by FEMA or other governmental agencies. (C) Payment shall be made pursuant to the Local Government Prompt Payment Act, 218.70, Florida Statute. 7.3 REIMBURSABLE EXPENSES Rates shall be inclusive of all reimbursable expenses. 7.4 BUDGET 7.4.1 The CONTRACTOR may not be entitled to receive, and the COUNTY is not obligated to pay, any fees or expenses in excess of the amount budgeted for this contract in each fiscal year (October 1 - September 30) by COUNTY`s Board of County Commissioners. The budgeted amount mayonly be modified by an affirmative act of the COUNTY`s Board of County Commissioners. 7.4.2 The COUNTY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. ARTICLE Vllll INSURANCE AND BONDS 8.1 The CONTRACTOR shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the 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. 8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing thirty (30) days' notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. Packet Pg. 957 o.z.a 8.3 CONTRACTOR shall obtain and maintain the following policies: A Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Florida Statute 440. B. Employers Liability Insurance with limits of $1,000,000 per Accident, $1,000,000 Disease, policy limits, $1,000,000 Disease each employee. C. Comprehensive business automobile and vehicle liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including onsde and offske operations, and owned, hired or non -owned vehicles, with Five Million Dollars ($5,000,000.00) combined single limit and Five Million Dollars ($5,000,000.00) annual aggregate. Required coverage limits may be satisfied through excess policies of insurance. D. Commercial general liability, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of the CONTRACTOR or any of its employees, agents or subcontractors or subcontractors, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement with Five Million Dollars ($5,000,000) per occurrence and annual aggregate. Required coverage limits may be satisfied through excess policies of insurance. An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made policy, its provisions should include coverage for claims fled on or after the effective date of this contract. In addition, the period for which claims may be reported must extend for a minimum of 48 months following the termination or expiration of this contract. E. COUNTY shall be named as an additional insured with respect to CONTRACTOR'S liabilities hereunder in insurance coverages identified in Paragraphs C and D. F. CONTRACTOR shall require its subcontractors to be insured in the minimum amounts of $1.0 million per occurrence for Commercial General Liability and $1.0 million per occurrence for automobile liability. G. CONTRACTOR shall provide to the COUNTY certificates of insurance or a copy of all insurance policies including those naming the COUNTY as an additional insured. The COUNTY reserves the right to require a certified copy of such policies upon request. H. 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. 8.4 The Proposers hall be required to fumish a payment bond equal to the amount of $4.0 million, calculated at expected payment costs of $20,000 per house times 200 houses. That figure will be revised as necessary during the term of the Agreement if the numbers of homes to be renovated increases beyond 200, in which case, the Contractor will Packet Pg. 958 D.z.a furnish a new bond covering the incremental payment amount calculated at $20,000 per home within five (5) business days after notification from the County. The bond must be Issued by an A rated surety company doing business in the State of Florida. 8.5 On projects where the bid exceeds $100,000, unless such requirement has been waived in accordance with Rule 60D- 5.0041, Florida Administrative Code, within five (5) working days after execution of this Agreement by both parties, the Bidder must provide evidence of ability to provide the necessary performance and payment bonds for the project by providing a letter of intent to provide a 100% performance bond and a 100% labor and material payment bond from a surety company authorized to do business in the State of Florida by the Department of Insurance, and meeting the financial and performance rating required by the bidding documents. For contract amounts not exceeding $540,000 the provisions of Section 287.0935 F.S. shall govern, ARTICLE IX MISCELLANEOUS 9.1 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 9.2 OWNERSHIP OF THE PROJECT DOCUMENTS The documents prepared by the CONTRACTOR for this Project belong to the COUNTY and may be reproduced and copied without acknowledgement or permission of the CONTRACTOR. 9.3 SUCCESSORS AND ASSIGNS The CONTRACTOR shall not assign its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and the CONTRACTOR, which approval Shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 9.4 NO THIRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 9.5 TERMINATION A In the event that the CONTRACTOR shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after five business days written notification to the CONTRACTOR and opportunity to cure such t3 Packet Pg. 959 D.z.a deficiency in performance. B. Termination for Convenience: 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. C. Termination for Cause and Remedies: In the event of breach of any contract terms, the COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate this agreement for cause with CONTRACTOR should CONTRACTOR fail to perform the covenants herein contained at the time and in the manner herein provided. in the event of such termination, prior to termination, the COUNTY shall provide CONTRACTOR with five (5) business days` notice and provide the CONTRACTOR with an opportunity to cure the breach that has occurred. If the breach is not cured within five (5) business days of such notice, the Agreement will be terminated for cause, if the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement for all work performed prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract; however, the COUNTY reserves the right to assert and seek an offset for damages caused by the breach, including the cost of corrective work. The maximum amount due to CONTRACTOR shall not in any event exceed the spending cap in the grant sub - agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2 -721 et al. of the tvbnroe County Code. 9.6 CONTRACT DOCUMENTS This contract consists of the Request for Proposal including any addenda, the CONTRACTOR'S Proposal submitted in response to the RFP, this Agreement including any attachments hereto, the documents referred to in this Agreement as a part of this Agreement, and any modifications made after execution by written amendment (collectively, these will be referenced as "Contact Documents "). In the event of any conflict between any of the Contract Documents, the one imposing the greater burden on the CONTRACTOR will control. 9.7 PUBLIC ENTITIES CRIMES A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONTRACTOR represents that the execution of this Packet Pg. 9 0 o.z.a Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of terms of this contract shall result in termination of this Agreement and recovery of all monies paid hereto, suspension of the ability to bid on and perform County contracts, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONTRACTOR further represents that there has been no determination, based on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether CONUSULTANT has been placed on the convicted vendor list. CONTRACTOR will promptly notify the COUNTY if it or any subcontractor or CONTRACTOR is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. 9.8 MAINTENANCE OF RECORDS CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of seven years from the termination of this agreement or for a period of three years from the submission of the final expenditure report as per 2 CFR §200.333, whichever is greater. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONTRACTOR, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 9.9 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and CONTRACTOR agree that venue shall lie in the 15 Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 9.10 SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof 10 Packet Pg. 9 1 o.z.a 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. 9.11 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 the Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs, as an award against the non- prevailing party, and shall include attorney's fees and courts costs in appellate proceedings. 9.12 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. 9.13 AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 9.14 CLAIMS FOR FEDERAL OR STATE AID CONTRACTOR 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. 9.15 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. The CONTRACTOR and COUNTY staff shall try to resolve the claim or dispute with meet and confer sessions to be commenced within 15 days of the dispute or claim. If the issue or issues are still not resolved to the satisfaction of the parties, then any parry shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. Any claim or dispute that the parties cannot resolve shall be decided by the Circuit Court, 16th Judicial Circuit, Nbnroe County, Florida. This provision does not negate or waive the provisions of paragraph 9.5 concerning termination or cancellation. 9.16 COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY 11 Packet Pg. 9 2 o.z.a 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. 9.17 NONDISCRIMINATION CONTRACTOR 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. CONTRACTOR or COUNTY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or national origin; 2) Title V 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 -5107) 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 Acohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1974 (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 Vill 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 1994 (42 USC s. 1201 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. During the performance of this Agreement, the CONTRACTOR agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. 12 Packet Pg. 9fi3 o.z.a (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4) The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's non - compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 5.18 COVENANT OF NO INTEREST CONTRACTOR and COUNTY covenant that neither presently has any interest, and 13 Packet Pg. 964 o.z.a shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 9.19 CODE OF ETHICS COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 9.20 NO SOLICITATION/PAYMENT The CONTRACTOR and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the 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. 9.21 PUBLIC ACCESS. Public Records Compi lance. CONTRACTOR must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article of the Constitution of Florida. The County and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, records, paper;, letters or other "public record" 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 contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR. Failure of the CONTRACTOR to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The CONTRACTOR is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 118.0701 and the terms and conditions of this contract, the CONTRACTOR is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 14 Packet Pg. 9 57 o.z.a (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the CONTRACTOR does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the CONTRACTOR or keep and maintain public records that would be required by the County to perform the service. W the CONTRACTOR transfers all public records to the County upon completion of the contract, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. ff the CONTRACTOR keeps and maintains public records upon completion of the contract, the CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the CONTRACTOR of the request, and the CONTRACTOR must provide the records to the County or allow the records to be inspected or copied within a reasonable time. 9 the CONTRACTOR does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR. A CONTRACTOR who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section119.10, Florida Statutes. The CONTRACTOR shall not transfer custody, release, after, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT CONTACT THE CUSTODIAN OF PUBLIC RECORDS BRIAN BRADLEY AT PHONE# 305- 292 -3470 BRADLEY- BRIAN(d-MONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12' Street SUITE 408 KEY WEST FL 33040. 9.22 NON -WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONTRACTOR and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self- insurance coverage, or local govemment 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. 15 Packet Pg. 9 67 o.z.a 9.23 PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 9.24 LEGAL OBLIGATIONS AND RESPONSIBILITIES Non- Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. 9.25 NON - RELIANCE BY NON - PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the CONTRACTOR and the COUNTY agree that neither the CONTRACTOR nor the COUNTY or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 9.26 ATTESTATIONS AND TRUTH IN NEGOTIATION CONTRACTOR agrees to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. Signature of this Agreement by CONTRACTOR shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. WI such adjustments must be made within one year following the end of the Agreement. 9.27 NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Wnroe County shall be liable personally on this Agreement or be subject to any personal liabillty or 16 Packet Pg. 9 7 o.z.a accountability by reason of the execution of this Agreement. 9.28 EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 9.29 FEDERAL CONTRACT REQUIREMENTS The CONTRACTOR and its subcontractors must follow the provisions as set forth in Appendix 11 to Part 200, as amended, including but not limited to: 9.28.1 Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 -1387) and will reports violations to FEMA and the Regional Office of the Environmental Protection Agency (EPA). 9.29.2 Davis -Bacon Act, as amended (40 U.S.C. 3141 - 3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non - Federal entities must comply with the Davis -Bacon Act (40 U.S.C. 3141- 3144, and 3146 -3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction "). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The COUNTY must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The COUNTY must report all suspected or reported violations to the Federal awarding agency. The contractors must also comply with the Copeland "Anti - Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States "). As required by the Act, each contractor or subrecipient is prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The COUNTY must report all suspected or reported violations to the Federal awarding agency. 9.29.3 Contract Work Hours and Safety Standards Act (40 U.S.C. 3701 - 3708). Where applicable, all contracts awarded by the COUNTY in excess of $100,000 that involve the employment of mechanics or laborers must comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide 17 Packet Pg. 9B$ o.z.a that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. 9.29.4 Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of "funding agreement" under 37 CFR §441.2 (a) and the recipient or subrecipient wishes to enter into a contract with a smail business firm or nonprofit organization regarding the substitution of parties, ass lgnmentor performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Linder Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. 9.29.5 Clean Air Act (42 U.S.C. 7401- 7671q.) and the Federal Water Pollution Control Act (33 U.S.G. 1251- 1387), as amended — Contracts and subgrants of amounts in excess of $150,000 must comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401- 7571q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Voladons must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). 9.29.6 debarment and Suspension (Executive Orders 12549 and 12689) —A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management [SA4, in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Camp., p. 189) and 12689 (3 CFR part 1989 Camp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549, 9.29.7 Byrd Anti - Lobbying Amendment (31 U.S.C. 1352)— Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a memberof Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non - Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non - Federal award. 9.29.8 Procurement of recovered materials as set forth in 2 CFR § 200.322. Other Federal Requirements: 9.29.9 Americans with Disabilities Act of 1990 (ADA) – The CONTRACTOR will comply with all 18 Packet Pg. 969 o.z.a the requirements as imposed by the ADA, the regulations of the Federal government issued thereunder, and the assurance by the CONTRACTOR pursuant thereto. 5.29.10 Disadvantaged Business Enterprise (DBE) Policy and Obligation - It is the policy of the COUNTY that DBE's, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with COUNTY funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The COUNTY and its CONTRACTOR agree to ensure that DBE's have the opportunity to participate in the performance of this Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with applicable federal and state laws and regulations to ensure that the DBE's have the opportunity to compete for and perform contracts. The COUNTY and the CONTRACTOR and subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Agreement. 9.30 The Contractor shall utilize the U.S. 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 shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E- Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. 19 Packet Pg. 9 11 D.z.a IN W frNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. (SEAL) Attest: KEVIN MADOK, Clerk By: Deputy Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: Mayor /Chairman 40 SLSCO LTD. CONTRACTOR Witnesses /Attest: 8Y: Printed Name .-DebV44 � �06 e►d� By. _ v 2 J4� Printed Name: ��sq�c* Title: BY: C1.4 lJt -z- " - - Printed Na e: y7r+y 4 L- ' 4 L L- ENO OF AGREEMENT MO ROE CO M � Y Dots: F Packet Pg. 9 1 o.z.a ATTACHMENT A TO AGREEMENT SCOPE OF WORK AND PRICING The Contractor is responsible for the following Scope of Work: Task 6 Construction: The Contractor shall prepare the estimate for all work using Xactim ate 28 and compare that with the Adjusters International estimate to arrive at an agreed number for each residence. After the Florida Division of Emergency Management notifies Monroe County of the structures approved under Task #5 (as identified in the Request for Proposals in this project), and no later than 60 days after the successful completion of Task #3, the Contractor must complete all emergency shelter repair measures identified in the Statement of Work. This Task shall include obtaining the necessary Perm its from the Monroe County B uilding Department. Submission of proof of permit issuance is the responsibility of the Contractor. A licensed Florida contractor shall supervise all work. All contractors must be registered in Monroe County. The Contractor is responsible for compliance with all federal, state and local laws identified in the Request for Proposal for this program. Task T Final Inspection: Upon completion of the emergency shelter repair measures identified in the Statement of Work, and no later than 90 days after execution of this Agreement, the Contractor shall conduct a final inspection of the repaired structure and pass all final inspections. The Contractor shall submit to the County a final inspection report (in a form that the County can use to submit to the Division of Emergency Management) that: ■ Lists when work was initiated; • Lists when work was completed: • Certifies that all emergency repairs identified in the Statement of Work were successfully com pieted; • Certifies that all code compliance, safety inspection, and occupancy requirements have been satisfied; ■ Lists the cost of the emergency repairs; and, • Lists the name of the contractor who performed the work, Additionally, the final inspection report must be signed by the following: ■ The owner of the residence; ■ The contractor who conducted the emergency repairs; and, • The County. Pricing: Task 6: Iz Packet Pg. 9 2 o.z.a The construction management fee to be added to the Xactim ate, version 28 estimated cost is: 19% (nineteen percent). Task 7: The fee for services to be provided in Task 7 on a $/house basis is: nine hundred and fifty dollars and no cents ($910.04) per house. 22 Packet Pg. 9 1