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Item J13County of Monroe {f `° " rel BOARD OF COUNTY COMMISSIONERS n Mayor David Rice, District 4 The FlOnda Keys y m �� 11 Mayor Pro Tem Sylvia J. Murphy, District 5 Danny L. Kolhage, District 1 George Neugent, District 2 Heather Carruthers, District 3 County Commission Meeting July 18, 2018 Agenda Item Number: J.13 Agenda Item Summary #4420 BULK ITEM: Yes DEPARTMENT: Planning/Environmental Resources TIME APPROXIMATE: STAFF CONTACT: Rich Jones (305) 289-2805 n/a AGENDA ITEM WORDING: Approval of Contract with American Underwater Contractors, Inc. for Removal, Refloating and/or Demolition and Disposal of Derelict Vessels, Floating Structures and Marine Debris ITEM BACKGROUND: At its June 20, 2018, BOCC meeting the Board approved the selection of seven contractors for the `Removal, Refloating And/Or Demolition And Disposal Of Derelict Vessels, Floating Structures and Marine Debris, including: Arnold's Auto & Marine Repair, Inc., Adventure Environmental, Inc., Coffin Marine Services, Inc., Lower Keys Marine Towing & Salvage, Inc., American Underwater Contractors, Inc., Coral Construction Company, and Underwater Engineering Services, Inc. Subsequently, staff prepared contracts for these selected marine contractors. The attached contract with American Underwater Contractors, Inc. provides for a three-year term retroactive to July 1, 2018, with the option to renew for one additional two-year term. There is currently budgeted $156,000 in State Boating Improvement Funds (BIF) for FY'2019 for derelict vessel/debris removals. PREVIOUS RELEVANT BOCC ACTION: June 2018- Approval of selection of seven firms for derelict vessel removal work, including Arnold's Auto & Marine Repair, Inc., Adventure Environmental, Inc., Coffin Marine Services, Inc., Lower Keys Marine Towing & Salvage, Inc., American Underwater Contractors, Inc., Coral Construction Company, and Underwater Engineering Services, Inc. CONTRACT/AGREEMENT CHANGES: n/a STAFF RECOMMENDATION: Approval DOCUMENTATION: Contract with American Underwater Contractors, Inc. FINANCIAL IMPACT: Effective Date: July 1, 2018 Expiration Date: June 30, 2021 Total Dollar Value of Contract: n/a Total Cost to County: Current Year Portion: Budgeted: Yes Source of Funds: State BIF 157-62520-530340 CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: Grant: County Match: Insurance Required: Additional Details: If yes, amount: 07/18/18 157-62520 - BOATING IMPROVEMENT Account 530340 hRWTA1IHIlt-Is Peter Morris Completed Assistant County Administrator Christine Hurley 06/29/2018 5:02 PM Emily Schemper Skipped Jaclyn Carnago Skipped Budget and Finance Completed Maria Slavik Completed Kathy Peters Completed Board of County Commissioners Pending $0.00 06/29/2018 2:57 PM Completed 06/29/2018 10:08 AM 07/02/2018 8:08 AM 07/02/2018 9:09 AM 07/02/2018 9:13 AM 07/02/2018 9:36 AM 07/18/2018 9:00 AM MONROE COUNTY CONTRACT: FOR REMOVAL REFLOATING AND/OR DEMOLITION AND DISIP This Contract is made and entered into this _ day of I by the MONROE COUNTY BOARD OF COUNTY COMMISSIONERS ("COUNTY"), a political subdivision of the State of Florida, whose address is the Marathon Government Center, 2798 Overseas Highway, Marathon, Florida, 33050, and AMERICAN UNDERWATER CONTRACTORS, INC. ("CONTRACTOR"), whose address, is 17536 SE Conch Bar Avenue, Tequesta, FL 33469. By executing this Contract, CONTRACTOR makes the following express -epresentations 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 COUNTY until the CONTRACTOR'S duties hereunder have been fully satisfied. 1.1.2 The CONTRACTOR shall prepare all documentation required by this Contract in such a manner that they will be accurate, coordinated, and adequate for use in verifying work completed and associated costs and shall be in conformity and comply with all applicable law, codes, and regulations. The CONTRACTOR warrants that the documents prepared as part of this Contract 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. 1.1.3 The CONTRACTOR assumes full responsibility to the extent allowed by law wi regards to his performance and those directly under his employ. i 1.1.4 The CONTRACTOR's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of Tasks expressly assigned by the COUNTY. In providing all services pursuant to this Contract, 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 Contract and shall entitle the COUNTY to terminate this contract immediately upon delivery of written notice of termination to the CONTRACTOR. 1.1.5 At all times and for all purposes under this Contract the CONTRACTOR is an independent contractor and not an employee of the COUNTY. No statement contained in this Contract shall be construed so as to find the CONTRACTOR or any of his/her employees, subcontractors, servants, or agents to be employees of the 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 appl�icable to the services to be provided. 1.1.6 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 arearemploymentr-r this Contract or - provision of services or goods underContract. - effective date of / be the last day on • signed by both of - parties, 1.1.8 Term of .ntract. This Contract• _ on July 1, 2018, _ • Contractterminate on June 30, 2021, unless terminated earlier under the terms of this Contract. The COUNTY and CONTRACTOR shall have the option to renew this • one d • -rm under the same terms and conditions this Contract, exercisable by r -- -nt upon written• - given at least thirty (30) •. prior to the end of • • �" • • - •• -• • -i it - • _ Duties consist of retrieval, removal, refloating and/or demolition and disposal of derelict vessels, floating structures and marine debris. Duties may also include M Removal and disposal of non -derelict vessels, as applicable, and M To cover, remove and/or dismantle off -premises marin- signs from- or •. r structures,and, or i remove and dispose of, or - i - and store off -premises marine si• or - / reclamationfloating structures with off -premises marine signs, as applicable. This includes proper • disposal of associated . •a - andcooperation with law PAM fill 9 0 0 -WANYMMEMMIN 9-44 .8 The CO11TRACTOR is required to be familiar with, and shall be responsible for, Complying with all federal, state, and local laws, ordinances, rules, and regulations that in any manner affect the work and the marine environment, CONTRACTOR agrees to immediately abide by the orders to stand down or stop work if advised to do so by any county, state or federal agency. If required to stand down by any state or federal agency the CONTRACTOR shall notify the COUNTY as soon as possible. It is the CONTRACTOR's responsibility to ensure that he removes the correct vessel, floating structure, or marine debris, Prior to any work on the vessel, floating structure or marine debris, the CONTRACTOR shall take representative photographs including the exterior (capturing any unique or identifying features such as registration numbers or name) and interior (if applicable) at CONTRACTOR shall remain responsible for supervision of all employees and shall ensure compliance with all applicable safety procedures, Any drinking of alcoholic beverages before or during the job is strictly prohibited, Violation of safety procedures, federal, state, and local laws, ordinances, rules, and regulations, or drinking of alcoholic beverages before or during the job will constitute cause for immediate termination of the contract. conflicts in the work product of the CONTRACTOR, 2.2 -Aotice Requirement. All written correspondence to the COUNTY shall be dat 'I and signed by an authorized representative of the CONTRACTOR. Any notice requir or permitted under this Contract shall be in writing and hand delivered or mailed, postage pre -paid, to the COUNTY by certified mail, return receipt requested, to the following: To the COUNTY: Monroe County Board of County Commissioners Marine Resources Office Attn: Senior Administrator - Marine Resources 2798 Overseas Highway, Suite 410 Marathon, FL 33050 David Foster American Underwater Contractors, Inc. 17536 SE Conch Bar Avenue Tequesta, FIL 33469 However, if COUNTY requests a price quotation(s) from the CONTRACTOR the request and response thereto may be accomplished by electronic mail ("e-mail"). Selection of the CONTRACTOR by the COUNTY and the terms of the individual job may be accomplished by e-mail notificat�ion with a Task Order LL authorizing the work to be completed, and LQ gned by the COUNTY prior to the commencement of the work. me ]VIX Furthermore, a Notice of Termination may be accomplished by e-mail, but shall be immediately formalized in writing by the party seeking to terminate and sent to the other party by certified mail, return receipt requested. Article 3.0 County's Responsibilities 3.1 The COUNTY shall provide full information regarding requirements for the fulfillment of authorized Task Order(s) issued to the CONTRACTOR, with the understanding that the site conditions to which such information pertain or relate may be subject to change. 3.2 The COUNTY shall designate a representative to act on its behalf with respect to said issued Task Order(s). 3.3 Approve a schedule for the completion of individual Task O-rder(s) mutually- ,-.greeable to both the CONTRACTOR and the COUNTY. 3i.4 Prompt written notice shall be given by the COUNTY and its representative to thz! CONTRACTOR if they become aware of any fault or defect in the work performed or non-conformance with this Contract, Written notice shall be deemed to have been duly served if sent pursuant to Paragraph 2.3. 3.5 The COUNTY's review of any documents prepared by the CONTRACTOR 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. Article 4.0 Authorization of Work Assignments, Subcontractors 4,, 1 All assignments of work shall be authorized in a signed Task Order in accordance with the COUNTY'S policy prior to any work being conducted by the CONTRACTOR. 4.2 Additional authorizations may contain additional instructions or provisions specific to the authorized work for the purpose of clarifying certain aspects of the work to be undertaken. Such supplemental instruction or provisions shall not be construed as a modification of this Contract. Authorizations shall be dated, numbered and clearly relate to the specific job assignment so that they can easily be related to the specific assignment. Where available, the authorization shall refer to the name of the vessel, and its location. ............. 5.1 The CONTRACTOR covenants and agrees to hold harmless the COUNTY/Monroe County and Monroe County Board of County Commissioners, and its officers and employees, from liabilities, damages, losses, and costs, including but not limited to, all fines, suits, claims, demands, actions, costs, obligations, and attorney's fees, or liability of any kind M arising out of, related to, -or in connection with the negligence, recklessness, or intentional wrongful conduct of the CONTRACTOR, subcontractor(s), and other persons employed or utilized by the CONTRACTOR in the performance of the CONTRACT, or LQ arising out of, related to, or in connection with the willful non-performance of the CONTRACTOR. The CONTRACTOR shall be solely responsible and answerable for any and all accidents or injuries to persons or property arising out of its performance of the Contract, including those of any subcontractors. 5.2 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 Contract. Should any claims be asserted against the COUNTY by virtue of any deficiency or ambiguity in the plans and specifications provided by the CONTRACTO Lhe CONTRACTOR agrees and warrants that he shall hold the COUNTY harmless a shall indemnify him from all losses occurring thereby and shall further defend any clai or action on the COUNTY's behalf. I 5.3 In the event completion of the work assigned (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 delays. Should any claims be asserted against the COUNTY by virtue of any deficiencies or ambiguity in the plans and specifications, provided by the COUNTY or CONTRACTOR, the CONTRACTOR agrees and warrants that the CONTRACTOR shall hold the COUNTY harmless and shall indemnify it from all losses occurring thereby and shall further defend any claims or action on the COUNTY's behalf. 5.4 The CONTRACTOR agrees that no charges or claims for damages shall be made by it for any delays or hindrances attributable to the COUNTY, for whatever cause, during the progress of any portion of the services specified in this Contract. Thl CONTRACTOR agrees that it shall not be entitled to damages for delay 5.5 The CORTRACTOR shall be responsible for the completeness and accuracy of its work, plan, supporting data, and other documents prepared or compiled under its obligation for this project, and shall correct at its expense all significant errors or omissions therein which may be disclosed, The cost of the work necessary to correct those errors attributable to the CONTRACTOR and any damage incurred by the COUNTY as a result of additional costs caused by such errors shall be chargeable to the CONTRACTOR. 5.6 The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere in this Contract. 5.7 This indemnification shall survive the expiration or early termination of the Contract. 1111i'11111711413 6.1 Payments. The compensation avaiilable to the CONTRACTOR under this Contract shall be determined by the COUNTY on the basis of price quotations receiv from approved CONTRACTORS and the necessities of the individual job(s). The CONTRACTOR is; responsible for evaluating the request for removal and responding writing with a quotation for the job, a description of the job, the amount of time by whi the CONTRACTOR can begin the particular job, and the time necessary to complete that particular job. I 6.2 For its assumption and performanices of the duties, obligations, and responsibilities set forth herein, the CONTRACTOR shall be paid in accordance wi assigned Tasks and completion of Tasks, based on submitted invoices. All invoice must meet NRCS standards and requirements. I (A) If the COilkTMACTOR's duties, obligations, and responsibilities are materially changed by amendment to this Contract after execution of this Contract, compensation due to the CONTRACTOR shall be equitably adjusted, either upward or downward; (B) As a condition precedent for any payment due under this Contract, the CONTRACTOR shall timely submit proper invoices for services and work 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 which the COUNTY may require, 'I L 10000&OORT-WAAAA, ts"M PENN- I NINE! I'VE@ 11111101 11 M_ FEW qVMiWqWff*M3 6.4 The billing rates of the CONTRACTOR for a particular job shall be determined and mutually agreed upon in writing, by and between the CONTRACTOR and the COUNTY, in a written Task Order prior to COUNTY authorization for the CONTRACTOR to commence the work. 6.5 Payment Sum. The COUNTY shall pay the CONTRACTOR in current funds for the CONTRACTOR's performance of such work. 6.6 Local Government Prompt Payment Act. Payment will be made according to the Local Government Prompt Payment Act. Any request for payment must be in a form satisfactoiry to the Monroe County Clerk of Court. The request must describe in detail the services performed, the payment amount requested, and supporting documentation, including copies of receipts from the transfer station. 6.7 Reimbursable Expenses. Expenses potentially reimbursable by/from non - County federal and/or state government agencies, incurred by the CONTRACTOR in the interest of the work include the following expenses - (A) Reimbursable expenses including transportation (excluding airfare), lodging, meals and incidentals are included in hourly rates shown approved by the COUNTY and CONTRACTOR for each discretely identified position. (B) Cost of reproducing maps or drawings or other materials used in performing the scope of services. (C) Postage and handling of reports. (D)AII other expenses are non -reimbursable. 6.8 Budget. 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 I - September 30) by the COUNTY's Board of County Commissioners. The budgeted amount may only be modified by an affirmative act of the COUNTY's Board of County Commissioners. The COUNTY's performance and obligation to pay under this Contract 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, and its duration and approval of NRCS and receipt of funds by NRCS. lei to purchase or maintain the required insurance, the CONTRACTOR shall indemnify t COUNTY from any and all increased expenses resulting from such delay. I 7.1.2 Failure to maintain coverage shall be considered a valid reason for the COUNTY to ter-ititate tWis Co-ttrpct. 7.1.3 The County, at its sole option, has the right to request a certified copy of any all insurance policies required by this Contract, i 7.1.4 Delays in the commencement of work, resulting from the failure of the r Contract, 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. 7.1.5 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. 7.1.6 The Monroe County Board of County Commissioners shall be named as Additional Insured on all of the Contractor's insurance policies issued to satisfy this Contract's requirements, except for Workers' Compensation. 7.1.7 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. 7.2.1 As a pre�requisite of the work governed, or other 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 the attached schedules, which are made part of this Contract, The CONTRACTOR shall require all subcontractors to obtain insurance consistent with the attached schedi de - 0 11 XUATH MOVE I I MIMI I Dr-RAT141 9 Mo [411W Main, anu wriere. appil s a I provide proot of insurance or a approved subcontractors. 7.2.3 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty (60) days' notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. Prior to the commencement of work governed by this Contract, the CONTRACTOR shall obtain and maintain General Liability insurance. Coverage shall be continuously maintained and include, at a minimum: (A) Premises Operations (B) Bodily Injury Liability (C) Expanded Definition of Property Damage; (A) $200,000 per Person (B) $300,000 per Occurrence 1 11 I'll I I'll ...- - Wmff-Ah; 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 :iate of this Contract. In addition, the period foir which claims may be reported should extend for a minimum of twelve months (12) 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. The CONTRACTOR shall maintain the insurance required by this Contract throughout the entire term of the Contract and any extensions specified in the attached schedules. Failure to comply with these provisions may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. The CONTRACTOR shall provide, to the COUNTY, as satisfactory evidence of the required insurance, either: 0 Certificate of Insurance [am 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. 7.3.0 Vehicle Liability Insurance Requirements 7.3.1 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: (A) $200,000 per Person (B) $300,000 per Occurrence (C)$200,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. 7.4.0 Workers' Compensation Insurance Requirements 7.4.1 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. 7.4.2 In addition, the CONTRACTOR shall obtain Employers' Liability Insurance with limits of not less than: (A) $100,000 Bodily Injury by Accident (B) $500,000 Bodily Injury by Disease, policy limits (C)$100,000 Bodily Injury by Disease, each employee (D) Employer's Liability- Statutory limits I !Ipliiilii pill 7.4.4 Coverage shall be provided by a company or companies authorized to transa business in the state of Florida. I 7.4.5 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, 7.4.6 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 Colunty. 7.5.0 Jones Act or Watercraft Coverage is Required 7.5.1 Prior to commencement of work governed by this Contract, the CONTRACTOR chall obtain Jones Act and/or Longshoremen and Harbor Workers Compensation Insurance with limits sufficient to respond to the applicable state and/or Federal ORtutes. 0111!111 1 111 1 � 11111illililillirl : jjflj�� ; l I nl i, 0 The COUNTY shall be named as an additional insured with respect to the CONTRACTOR's liabilities hereunder. 7.5.2 The CONTRACTOR shall require its subcontractors to be adequately insured at least to the limits prescribed above, and to any increased limits of the CONTRACTOR if so required by the COUNTY during the term of this Contract. The COUNTY will not pay for increased limits, of insurance for subcontractors. 7.5.3 The 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. Article 9. Maintenance of Records. CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Contract in accordance with generally accepted accounting principles consistently applied. Records shall be retainell for a period of 7-years from the termination of this Contract or for a period of 3 years from the date of submission of the final expenditure report in accordance with 2 CFR § 200.333, whichever is greater, Each party to this Contract or its authorized representatives shall have reasonable and timely access to such records of each other party to this Contract for public records purposes during the term of the Contract and for four years following the termination of this Contract. If an auditor employed by the COUNTY or Monroe County Clerk of Court determines that monies paid to CONTRACTOR pursuant to this Contractor were spent for purposes not authorized by this Contractor, 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. Article 10. Public Access and Public Records Compliance. CONTRACTOR must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of Article I of the Florida Constitution. The COUNTY and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, records, papers, 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 and in connection 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 piroceeding 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 CORTRACTOR is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 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. (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. If 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. if 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 119115O1t141 in a format that is compatible with the information technology systems of the provided to the COUNTY, upon request from the COUNTY's custodian of records, (5) A request to inspect or copy public records relating to a COUNTY Contract must be .!' directly to the COUNTY, but - COUNTY does notpossess the requested records, the COUNTY shall immediately notify the CONTRACTOR of the request, • the CONTRACTOR must provide the rec! • r the COUNTY or allow- records to be inspected or o• -• within a reasonable Contract,the COUNTY shall enforce the public records Contract provisions in accordance with the r ! r option and right to unilaterally cancel this Contract upon violation of this provision by the CONTRACTOR. A CONTRACTOR r fails toprovide the public recordsto the COUNTY or pursuant to a valid public - •.• request -. r .• . time may be subject to penalties ier Section 119.10, Florida The CORTRACTOR shall nottransfer custody, -alter,destroy or stherwise dispose of public- r rs unless or otherwise provided �@rovision or as otherwise provided by law. ., 1 : #- ! COUNTY ATTORNEYS OFFICE 1111 1 12TH Street, SUITE 408, KEY WEST, FL 33040. 1.1.1 Successors and Assigns. The CONTRACTOR shall not assign or subcontract its obligations unthis Contract,-• • and with the prior approval of - COUNTY and consistent with the Contract,approval shall be subjectto such conditionsand provisions as the COUNTY may deem necessary.paragraph sh. be incorporated by - - into any assignment or r r and any assignee or r o !r shall comply all of provisions of r .ct. Subject to the provisions of immediately preceding sentence,party hereto bindssuccessors,r and legal representatives to the other and to the successors, assigns and legal representativesof party. relationship, contractual or otherwise, with or any rights in favor of, any third party. IT M I F a MT ri 11 rAMT M-1 (A) In the event the CONTRACTOR shall be found to be negligent in any aspect of the service or work, the COUNTY shall have the right to terminate the Contract after five (5) days' written notification to the CONTRACTOR. 11.1.4 Public Entities Crimes/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 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 piublic entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Contract, CONTRACTOR represents that the execution of this Contract will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Contract and recovery of all monies paid hereto, 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 CONTRACTOR has been placed on the convicted vendor list. CONTRACTOR will promptly notify the COUNTY if it or any subcontractor or subconsultant is formally charged with an act defined as a "public enti crime" or has been placed on the convicted vendor list. I 11.1.5 Claims for Federal 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 Contract; provided that all applications, requests., aran) proposals, and funding solicitations shall be approved by each party prior to submission. 11 .1.7 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, regard'ing, but not limited toi, so�licitation 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, 11.1.8 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 Contract and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely f it, any fee, commission, percentage, gift, or other consideration contingent upon #r resulting from the award or making of this Contract. For the breach or violatil; 0 the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Contract without liability and, at its discretion, to offset fro monies owed, or otherwise recover, the full amount of such fee, commission, 0 ,tercentage, gift, or consideration. 11.1.9 Employees Subject to County Ordinance Nos. 010-1990 and 020-1990. The CONTRACTOR warrants that it has not employed, retained or otherwise had act on its behalf any former COUNTY officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-199:0 or any COUNTY officer or employee in violation of Section 3 of Ordinance No. 020-19910, For breach or violation of this provision the COUNTY may, in its discretion, terminate this Contract without liability and may also, in its discretion, deduct from the Contract 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. 11.2.0 Covenant of No Interest. CONTRACTOR and COUNTY covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Contract, and that only interest of each is to perform and receive benefits as recited in this Contract. 11.2.1 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- 11.2.2 Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1 A(b) 11.2.3 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 U4S.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 n!ot 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. 31;45), 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. 11.2.4 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.03702 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.&C. 3704 are applicable to construction work and provide 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. 11.2.5 Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or 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 Under Government Grants, Contracts and Cooperative Agreementsand any implementing regulations issued by the awarding agency, 11.2.6 Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387, as Amended). Contracts and subgrants of amoun in excess of $1150,000 must comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U &C, 7401-7671 q) and the Federal Water Pollution Control Act as amended (33 U.&C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protecti Agency (EPA). H N. rol && regulatory authority other than Executive Order 12549. 11.2.8 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 member of 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-Fedeiral award. MERINO WIT"T111MI In 1111 1 tit 11 1 1 1 1111 !!1j in !!!111 !!111 111 11.3.1 Americans with Disabilities Act of 1990 (ADA). The CONTRACTOR will comply with all the requirements as imposed by the ADA, the regulations of the Federal government issued thereunder, and the assurance by the CONTRACTOR pursuant thereto. 11.3.2 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 Contract. The DBE requirements of applicable federal and state laws and regulations apply to this Contract. The COUNTY and its CONTRACTOR agree to ensure that DBE's have the opportunity to participate in the performance of this Contract. 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 Contract. 11.3.3 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 or subconsultants performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify systerr. to verify the employment eligibility of all new employees hired by the subcontractor or subconsultant during the Contract term, 11.3.4 NRCS Regulations. NRCS administers the EWP program through the followint authorities: • Section 403 of Title IV of the Agricultural Credit Act of 1978, Public Law 95-334, and • Section 382, Title 111, of the 1996 Farm Bill Public Law 104-127; and • Codified rules for administration of the EWP program are set forth in 7 CFR 624. Article 12. Non -Waiver of Immunity. Notwithstanding the provisions of Section 768.28, Florida Statutes, the participation of the CONTRACTOR and the COUNTY i this Contract and the acquisition of any commercial liability insurance coverage, self insurance coverage, or local government liability insurance pool coverage shall not ieemed a waiver of immunity to the extent of liability coverage, nor shall any contra antered into by the COUNTY be required to contain any provision for waiver. E Article 13. 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 Contract 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. Article 14. Legal Obligations and Responsibilities - Non -Delegation of Constitutional or Statutory Duties. This Contract 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 Contract is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutoiry duties of the COUNTY, except to the extent permiitted by the Florida Constitution, state statute, and case law. Article 15. 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 Contract or be subject to any personal liability or accountability by reason of the execution ► this Contract, Article 16. Ron-Rellance by Non -Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Contract 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 oir 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 Contract separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Contract. Article 17. Governing Law, Venue, Interpretation, Costs and Fees. This Contract 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 interpretation of this Contract, COUNTY and CONTRACT agree that venue shall lie in the 161h Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This Contract shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Contract shall be 'in 2ccordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County, Article 18. 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 Contract, 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-p,revailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appel�late proceedings. Article 19. Adjudication of Disputes or Disagreements. The 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, I'T the issue or issues are still not resolved to the satisfaction of the parties, then any party A 04`. 2 VC-H M-A g. f A?rv6i.&i #y by Florida law. This provision does not negate or waive the preceding provisions of this Contract concerning termination or cancellation. Article 20. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Contract, 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 Contract or provision of the services under this Contract. COUNTY and CONTRACTOR specifically agree that no party to this Contract shall be required to enter into any arbitration proceedings related to this Contract. Article 21. Severability. If any term, covenant, condition or provision of this Contract (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 Contract, shall not be affected thereby; an each remaining term, covenant, condition and provision of this Contract shall be valid and shal;l be enforceable to the fullest extent permitted by law unless the enforcement the remaining terms, covenants, conditions and provisions of this Contract would prevent the accomplishment of the original intent of this Contract, The COUNTY and Article 22. Authority. Each party represents and warrants to the other that the execution, delivery and performance of this Contract have been duly authorized by all necessary County and corporate action, as required by law. Article 23. Binding Effect. The terms, covenants, conditions, and provisions of thil Contract shall bind and inure to the benefit of the COUNTY and CONTRACTOR al subcontractors and their respective legal representatives, successors, and assigns Article 24. 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 Contract 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 Contract are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Costr,?ct. Article 25. Section Headings. Section headings have been inserted in this Contract as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Contract and will not be used in the interpretation of any provision of this Contract. Article 26. Execution in Counterparts. This Contract may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken execute this Contract by signing any such counterpart. (SEAL) BOARD OF COUNTY COMMISSIONERS KEVIN MADOK, CLERK MONROE COUNTY By: Witness (Signature) By: Witness (Print NameF-- By: Byi Witness (PrInt Name) STATE OF COUNTY OF By: Print name and title: bw Mj�, V F! t Coo . � --jLq The fore oing instrument was acknoMedged and attested before me this go 4y by who is personally known to me or produced !e,=L!T7- - z7v-- M27!2__ as proof of identification and did take an oath. LUCY A EL Li Notary Pubtic State of Washington My Appointment Expires Jan 30, 2021 i M• 10rint '4 " 7 '4 4 f 17 gg AMERUND-01 DE4ST '7AN ,. CERTIFICATE _ LIABILITY INSURANCE DATE IMMIDDiYYYYI. 06127/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE, CERTIFICATE HOLDER. - IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Plastridge Insurance Agency PHONE FAx 900 East Ocean Blvd. Ste. D-130 (AIC, No, 1(772) 287-5532 __._.._.. _..___ (AIXC No):(772) 287-5572 Stuart, FL 34994 E-MAIL stuartdocs@plastridge.co INSURERISIAFPORIDING COVE, -RAGE _-. NAIC ft INSURER A:Great American ins Co of NY --- INSURED INSURERS: American Underwater Contractors, Inc. INSURERC 17536 SE Conch Bar Ave, INSURER D : Teguesta, FL 33469 INSURER E IN:SU RER F : r`.n%11=PAnPq r`1=PTIPIr-ATE NJ1MRP1i I=11IQln?l HEt...MP1=1Z• THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LTR IN D' WVD-::MM1DDtYYYY 1DDIYYYY LIMITS -.... -- A COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 CLAIMS -MADE X OCCUR OMH 2500959-19 08/30/2017 08/30/2018 '., DAMAGE TO RENTED PREMISES (Ea occurrence) S. 50,000 Marine Comml Liabill 5,000 _.. MED EXP.(Any one person) 5 1,000,060 .PERSONAL .&ADVINJURY S -S GEN'L AGGREGATE LIMIT APPLIES PER, GENERAL AGGREGATE - - 2,000,000 POLICY PRO- LOC JECT PRODUCTS -COMP/OP AOG S 1,000,000 SHIP REPAIRERS 1,000,000 OTHER, AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) - - 5 ANY AUTO BODILY INJURY (Per person) OWNED SCHEDULED -_-- ''. AUTOS ONLY AUTOS BODILY INJURY (Per accident).. S. accid ntpAMACE AUTOS ONLY AUUTQ ONELYY (Per 5 _._ UMBRELLA LEAS OCCUR EACH OCCURRENCE 5 EXCESS L.IAB CLAIMS -MADE AGGREGATE DFD RETENTIONS _---. _.... WORKERS COMPENSATION _- AND EMPLOYERS' LIABILITY PER OTH- STATUTE ER YIN '... '.., - ANY PROPRIETORfPARTNER/EXECUTIVE _. '.. N iA E.L. EACH ACCIDENT 5 OFFICERW EMBER EXCLUDED) ,Mandatory in.. NH) _ E.L. DISEASE - EA EMPLOYEE S If yes, describe under -- - ---- DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT S DESCRIPTION OF OPERATIONS/ LOCATIONS 1 VEHICLES ,ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Holder is additional insured with respect to Liability. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County Planning Environmental Resources THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 9 ACCORDANCE WITH THE POLICY PROVISIONS. Department 2798 Overseas Highway Suite 400 AUTHORIZED REPRESENTATIVE Marathon, FL 33050 I,i ACORD 25 (2016/03) O 1988-2.015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD