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Item R1C ounty of M onroe {f `° " rel BOARD OF COUNTY COMMISSIONERS n Mayor David Rice, District 4 The FlOnda Key y m 1 �� 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: R.1 Agenda Item Summary #4471 BULK ITEM: Yes DEPARTMENT: Budget and Finance TIME APPROXIMATE: STAFF CONTACT: Laura DeLoach (305)292 -4482 N/A AGENDA ITEM WORDING: Approval of Amendment One to Task Order with Adjusters International, Inc. for consulting services relating to Hurricane Irma revising the Task Order to include an estimated cost proposal in the amount of $1,259,178.25 ITEM BACKGROUND: The County issued a Request for Proposals for FEMA Public Assistance Consulting Services on September 29, 2017. The County received 11 proposals at the bid opening on October 31, 2017. The selection committee meeting was held on November 6, 2017 and Adjusters International, Inc. (AI) was the highest ranked respondent and was recommended award of the proposal. The Scope of Services and pricing are set forth in Attachment A to the Agreement dated November 29, 2017. Al is tasked to perform consulting services relating to Hurricane Irma, including FEMA Public Assistance (PA) Disaster Recovery activities, STEP program management services, Hazard Mitigation Grant Program (HMGP) consulting services and overall assistance and coordination with FEMA and Florida Division of Emergency Management. The Task Order approved by the BOCC on November 29, 2017 is being amended to include an estimated cost proposal for AI's consulting services in the amount of $1,259,178.25. The County has elected to participate in the FEMA PA Pilot Program policy entitled Public Assistance Alternative Procedure for Direct Administrative Costs (DAC), which allows for a total of 5% of the total eligible project costs based on the Project Worksheets (PWs) to be used for DAC. Most of the services provided by Al are project specific and eligible as DAC and therefore will be submitted to FEMA for reimbursement. PREVIOUS RELEVANT BOCC ACTION: On November 29, 2017 the BOCC approved to award proposal and enter into an agreement with Adjusters International, Inc. (AI) for FEMA Public Assistance (PA) Program Consulting Services and approval of task order to perform consulting services for the County relating to hurricane disaster recovery. On May 16, 2018, the BOCC approved an amendment to the Agreement with Al to amend attachment A to expressly add federal and state grant administration and management activities and a grant manager position. CONTRACT /AGREEMENT CHANGES: Provide Cost Estimate STAFF RECOMMENDATION: Approval of Amendment One to Task Order to include estimated cost for services DOCUMENTATION: Amendment One to Task Order signed by Al Adjusters International Task Order 11292017 for Irma Adjusters international Master Agreement 11292017 1st Amendment to Adjusters International Agreement FINANCIAL IMPACT: Effective Date: 9/29/17 (original task order effective date) Expiration Date: Upon Completion of the Services listed in the Task Order Total Dollar Value of Contract: $1,259,178.25 (estimated total cost of Task Order) Total Cost to County: TBD Current Year Portion: $1,259,178.25 (approx. estimate) Budgeted: Source of Funds: Hurricane Irma Account /FEMA reimbursement eligible CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No Grant: County Match: Insurance Required: Additional Details: If yes, amount: 10/01/17 125 - 0459110 -HURRICANE IRMA $1,259,178.25 REVIEWED BY: Tina Boan Christine Limbert Maria Slavik Kathy Peters Board of County Commissioners Completed 07/10/2018 4:45 PM Completed 07/10/2018 5:00 PM Skipped 07/10/2018 4:58 PM Completed 07/10/2018 5:03 PM Pending 07/18/2018 9:00 AM FA &1W I a] AA 14 UKOU 1 41 LONIFTWIRM 13 A . Xg a Y URRICANE DIS R EC O VERY In accordance with the contract for FEMA Public Assistance Consulting Services for Hurricane Disaster Recovery Services made and entered on the 29` day of November 20117 by and between Monroe County hereinafter referred to as the "County" and Adjusters International, Inc. hereinafter referred to as "Consultant" and as amended by Amendment 1 to the agreement entered into on the 16 day of May 2018. WHEREAS, the Task Order dated November 29, 2017 did not include a project cost estimate when approved by the County since the level of service was not known at the time, but this amendment now incorporates an estimated cost for services to be performed by Consultant; and WHEREAS, the County has elected to participate in the Federal Emergency Management Agency (FEMA) Public Assistance (PA) Pilot Program policy entitled Public Assistance Alternative Procedure for Direct Administrative Casts (DAC), which allows for a total of S% of the total eligible project costs based on Project Worksheets (PWs) to be used for DAC; and WHEREAS, most of the services provided by Consultant are project specific and eligible as DAC and therefore will be submitted to FEMA for reimbursement; NOW, THEREFORE, the Task Order is amended to include a not to exceed estimated cost for Hurricane Disaster Recovery Services based upon the pricing as set forth in Attachment A- Scope of Work and Pricing to the Agreement dated November 29, 2017 and as amended May 16, 2018 as follows: Cost Estimate for Task Order Cost Estimates Hourly year to Date Estimated Estimated Estimated Rate Hours Hours Total Hours Total Engagement Manager 275.00 - - - $ - Project Officer $ 205.010 542.25 439.5 � 981.75 $ 201,258.75 PA Specialist $ 175.00 2561.34 2098 4659.34 $ 815,384.50 !Grant Manager $ 175.00 - - _ $ - Admin Support $ 65.00 37 - 37 $ 2,4015.00 Estimated Sub Total $ 1,019,048.25 STEP Program Management $ 240,130.00 Estimated Total $ 1,259,178.25 The above estimated level of effort and associated costs are based on available information at the time the estimates were prepared and do not represent the actual cost of the overall project. flue to the evolving mature of the work should additional hours are /or funding be required a new/revised estimated cost will be provided. IN WITNESS WHEREOF, each party caused the Task order to be executed by its duly authorized representative (Seal) Att B y: 1 Title Amendment 1 to Task Order with Al July 18, 2018 ADJUSTERS I TIONAI, I 8y:. �r 11 (Seal) Attest: KEVIN MADOK, Clerk By: Deputy Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: Mayor /Chairman 2 Amendment 1 to Task Order with Al July 18, 2018 C' ., Kevin Madok, CPA Clerk of the Circuit Court & Comptroller — Monroe County, Florida DATE: December 7, 2017 TO: Laura deLoach- Hartle, Manager Finance & Shared Services FROM: Pamela G. Hancock, D.C. SUBJECT: November 29th BOCC Meeting Attached is an electronic copy of Item B 1, Agreement with Adjusters International, Inc. for FEMA Public Assistance Program Consulting Services; and, approval of a Task Order to perform consulting services for the County relating to hurricane disaster recover, for your handling. Should you have any questions, please feel free to contact me at ext. 3130. Thank you. cc: County Attorney Finance File KEY WEST 500 Whitehead Street Key West, Florida 33040 305 - 294 -4641 MARATHON 3117 Overseas Highway Marathon, Florida 33050 305 - 289 -6027 PLANTATION KEY 88820 Overseas Highway Plantation Key, Florida 33070 305 - 852 -7145 PK/ROTH BUILDING 50 High Point Road Plan tzltion KPv Florida 33070 305- Packet Pg. 2615 TASK ORDER FOR FEMA PA CONSULTING SERVICES BETWEEN MONROE COUNTY AND ADJUSTERS INTERNATIONAL, INC FOR HURRICANE DISASTER RECOVERY In accordance with the contract for FEMA PA Consulting Services made and entered on the 29 day of November, 2017, by and between Monroe County hereinafter referred to as the "County" and Adjusters International, Inc. hereinafter referred to as "Consultant ". All terms and conditions of the referenced Contract for FEMA PA Consulting Services apply to the Task Order, unless the Task Order modifies an Article of the Contract of which will be specifically referenced in this Task Order and the modification shall be precisely described. 1. Adjusters International, Inc. is tasked with performing the following services relating to Hurricane Irma: FEMA Public Assistance Disaster Recovery activities including discovery, strategy and priority development; project formulation, including review of complete list of projects, eligibility, and reporting; PW development and submission, review of documentation, policies, manuals, and assessments; identify and assist with possible alternate or improved projects including STEP program management services (the scope of work and fees are as described in the 2" Amendment to the "Agreement for FEMA Public Assistance Consulting Services" dated 5 September 2017); review for hazard mitigation opportunities and assist with recommendations for 404 and 406 proposals; ongoing project monitoring and reporting; conduct and attend meetings to obtain, acquire and disseminate information; provide training as needed; conduct dispute resolution activities including appeals and arbitration; assist with all closeout activities including final inspections and audits; and in accordance with Attachment A to the contract, Scope of Work and Pricing. 2. The task above shall be performed in accordance with 2.1 of the contract for FEMA PA Consulting Services. 3. This Task Order shall be effective as of November 29, 2017 and shall remain in effect until such services are no longer required or in accordance with 9.5 of the contract. IN WITNESS WHEREOF, each party caused the Task Order to be executed by its duly authorized representative. .�. --rj. r (Seal) Attest: ADJUST�R3l RAYlQNAL*. ! s By: ' f - ;` . (SE 'Attest MADOK, Clerk Deputy Clerk MONROE COUNTY ATTORNEY API's VE AST F R C C THIA L. ALL ASSISTANT COUNTY ATTORNEY Date - I — /�� — &at - 7- BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: hw A� 1 � Mayor /Chairman 3 rn G FEMA PA Consulting Services Task Order November 29, 2017 Title r I. Respondent's Insurance and Indemnification Statement Insurance Requirement Worker's Compensation Employer's Liability General Liability Vehicle Liability Required Limits Statutory Limits $ 1,000,000/$1,000,000 /$1,000,000 $5,000,000 Combined Single Limit $5,000,000 Combined Single Limit per Occurrence /$5,000,000 Aggregate IDEMNIFICATION AND HOLD HARMLESS FOR CONTRACTORS AND SUBCONTRACTORS The CONTRACTOR covenants and agrees to indemnify, hold harmless and defend Monroe County, its commissioners, officers, employees, agents and servants from any and all claims for bodily injury, including death, personal injury, and property damage, including 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 the CONTRACTOR or any of its Subcontractor(s) in any tier, occasioned by the negligence, errors, or other wrongful act or omission of the CONTRACTOR, including its Subcontractor(s) in any tier, their officers, employees, servants or 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 the County from any and all increased expenses resulting from such delay. Should any claims be asserted against the COUNTY by virtue of any deficiency or ambiguity in the plans and specifications provided by the CONTRACTOR, the CONTRACTOR agrees and warrants that CONTRACTOR shall 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. RESPONDENT'S STATEMENT I understand the insurance that will be mandatory if awarded the contract and will comply in full with all the requirements. Respondent Signat re C' ., Kevin Madok, CPA Clerk of the Circuit Court & Comptroller — Monroe County, Florida DATE: December 7, 2017 TO: Laura deLoach- Hartle, Manager Finance & Shared Services FROM: Pamela G. Hancock, D.C. SUBJECT: November 29th BOCC Meeting Attached is an electronic copy of Item B 1, Agreement with Adjusters International, Inc. for FEMA Public Assistance Program Consulting Services; and, approval of a Task Order to perform consulting services for the County relating to hurricane disaster recover, for your handling. Should you have any questions, please feel free to contact me at ext. 3130. Thank you. cc: County Attorney Finance File KEY WEST 500 Whitehead Street Key West, Florida 33040 305 - 294 -4641 MARATHON 3117 Overseas Highway Marathon, Florida 33050 305 - 289 -6027 PLANTATION KEY 88820 Overseas Highway Plantation Key, Florida 33070 305 - 852 -7145 PK/ROTH BUILDING 50 High Point Road Plan tzltion KPv Florida 33070 305- Packet Pg. 2618 AGREEMENT FOR FEMA Public Assistance Consulting Services This Agreement ( "Agreement ") made and entered into this 29 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 "), AND Adjusters International, Inc., a foreign profit corporation under the of Florida, whose principal place of business and mailing address is 126 Business Park Drive, Utica, NY 13502 its successors and assigns, hereinafter referred to as "CONTRACTOR" or "CONSULTANT ", WITNESSETH: WHEREAS, COUNTY desires to employ the professional services of CONTRACTOR for FEMA Public Assistance Consulting Services; and WHEREAS, CONSULTANT has agreed to provide professional services which shall include but not be limited to providing FEMA Public Assistance Consulting Services, which services shall collectively be referred to as the "Project "; NOW, 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 CONSULTANT agree as follows: FORM OF AGREEMENT ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES By executing this Agreement, CONSULTANT makes the following express representations and warranties to the COUNTY: 1.1.1 The CONSULTANT shall maintain all necessary licenses, permits or other authorizations necessary to act as CONSULTANT for the Project until the CONSULTANT'S duties hereunder have been fully satisfied; 1i 1.1.2 The CONSULTANT has become familiar with the Project site and the local conditions under which the work is to be completed. 1.1.3 The CONSULTANT 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 CONSULTANTs 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 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 CONSULTANT assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 1.1.5 The CONSULTANT'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 CONSULTANT 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 immediately upon delivery of written notice of termination to the CONSULTANT. 1.1.6 At all times and for all purposes under this agreement the CONSULTANT 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 CONSULTANT or any of his /her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 1.1.7 The CONSULTANT 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. 1.1.8 The effective date of this AGREEMENT shall be November 29, 2017. The term of the AGREEMENT shall be for a five year period, unless otherwise terminated as provided herein. The COUNTY shall have the option of extending the AGREEMENT in one year increments for up to five additional years at the same terms and conditions with approval of the COUNTY'S governing board. Such extension(s) shall be in the form of a written Amendment to the AGREEMENT and shall be executed by both parties. ARTICLE II SCOPE OF BASIC SERVICES PA a] =1 J 10 1 1111 Is] 0 CONSULTANT'S Scope of Basic Services consists of those described in Attachment A. The CONSULTANT 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 CONSULTANT shall, without additional compensation, promptly correct any errors, omissions, deficiencies, or conflicts in the work product of the CONSULTANT or its subcontractors, or both. 2.3 NOTICE REQUIREMENT All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONSULTANT. 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: Tina Boan, Sr. Director Budget and Finance 1100 Simonton Street, Suite 2 -213 Key West, Florida 33040. And: Mr. Roman Gastesi, Jr. Monroe County Administrator 1100 Simonton Street, Room 2 -205 Key West, Florida 33040 For the CONSULTANT: John W. Marini CEO 126 Business Park Drive Utica, New York, 13502 ARTICLE III ADDITIONAL SERVICES 3.1 The services described in Article III that may be provided by the CONSULTANT (provided for example purposes only) and 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 CONSULTANT for other than the previously listed scope of the Project provided as a part of Basic Services. B. Providing any other services not otherwise included in this Agreement or not customarily furnished 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 CONSULTANT. The CONSULTANT 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 CONSULTANT proceed with the Additional Services. ARTICLE IV COUNTY'S RESPONSIBILITIES 4.1 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 CONSULTANT in order, to avoid unreasonable delay in the orderly and sequential progress of the CONSULTANT'S services. 4.3 Prompt written notice shall be given by the COUNTY and its representative to the CONSULTANT 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 CONSULTANT'S services and work of the contractors. 4.6 The COUNTY's review of any documents prepared by the CONSULTANT 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 CONSULTANT 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 CONSULTANT that the COUNTY has immediate access to will be provided as requested. ARTICLE V INDEMNIFICATION AND HOLD HARMLESS The CONSULTANT 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 CONSULTANT or its Subcontractor(s) in any tier, occasioned by the negligence, errors, or other wrongful act or omission of the CONSULTANT, 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 CONSULTANT's failure to purchase or maintain the required insurance, the CONSULTANT shall indemnify COUNTY from any and all increased expenses 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 CONSULTANT, the CONSULTANT agrees and warrants that CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 Dan Craig Bill Slater Linda Maiellano Robert Wright Amir Alkasey Tim Kelly FUNCTION Engagement Manager Project Officer PA Specialists PA Specialists PA Specialists PA Specialists So long as the individuals named above remain actively employed or retained by the CONSULTANT, they shall perform the functions indicated next to their names. If they are replaced the CONSULTANT shall notify the COUNTY of the change immediately. ARTICLE VII COMPENSATION 7.1 PAYMENT SUM 7.1.1 The COUNTY shall pay the CONSULTANT in current funds for the CONSULTANT'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 CONSULTANT shall be paid monthly. (A) If the CONSULTANT'S duties, obligations and responsibilities are materially changed by amendment to this Agreement after execution of this Agreement, compensation due to the CONSULTANT shall be equitably adjusted, either upward or downward; (B) As a condition precedent for any payment due under this Agreement, the CONSULTANT shall submit monthly, unless otherwise agreed in writing by the COUNTY, a proper invoice to COUNTY requesting payment for services properly rendered and reimbursable expenses due hereunder. The CONSULTANT'S invoice shall describe with reasonable particularity the service rendered. The CONSULTANT'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 CONSULTANT 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 may only 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 VIII INSURANCE AND BONDS 8.1 The CONSULTANT 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 CONSULTANT'S failure to purchase or maintain the required insurance, the CONSULTANT 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 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. 8.3 CONSULTANT 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 onsite and offsite 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. 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 CONSULTANT 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. 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 filed 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 CONSULTANT'S liabilities hereunder in insurance coverages identified in Paragraphs C and D. F. CONSULTANT shall require its subcontractors to be adequately insured at least to the limits prescribed above, and to any increased limits of CONSULTANT if so required by COUNTY during the term of this Agreement. COUNTY will not pay for increased limits of insurance for subcontractors. G. CONSULTANT 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 CONSULTANT participates in a self - insurance fund, a Certificate of Insurance will be required. In addition, the CONSULTANT may be required to submit updated financial statements from the fund upon request from the COUNTY. ARTICLE IX MISCELLANEOUS 9.1 9.2 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. OWNERSHIP OF THE PROJECT DOCUMENTS The documents prepared by the CONSULTANT for this Project belong to the COUNTY and may be reproduced and copied without acknowledgement or permission of the CONSULTANT. ft 9.3 SUCCESSORS AND ASSIGNS The CONSULTANT shall not assign or subcontract 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 CONSULTANT, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or 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. 9.6 TERMINATION A. In the event that the CONSULTANT shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after five days written notification to the CONSULTANT. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty (60) days written notice of its intention to do so. 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 CONSULTANT should CONSULTANT 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 CONSULTANT with five (5) calendar days' notice and provide the CONSULTANT with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the COUNTY terminates this agreement with the CONSULTANT, COUNTY shall pay CONSULTANT the sum due the CONSULTANT under this agreement 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. The maximum amount due to CONSULTANT shall not in any event exceed the spending cap in this 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 Monroe County Code. D. Termination for Convenience: The COUNTY may terminate this Agreement for convenience, at any time, upon sixty (60) days' notice to CONSULTANT. The COUNTY may also terminate this agreement for cause with CONSULTANT should CONSULTANT fail to perform the covenants herein contained at the time and in the manner herein provided. 9.6 CONTRACT DOCUMENTS This contract consists of the Proposal Statement, any addenda, the Form of Agreement (Articles I -IX), the CONSULTANT'S response to the RFP, the documents referred to in the Form of Agreement as a part of this Agreement, and Attachment A and modifications made after execution by written amendment. In the event of any conflict between any of the Contract documents, the one imposing the greater burden on the CONSULTANT 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 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 Agreement, CONSULTANT represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONSULTANT 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. CONSULTANT will promptly notify the COUNTY if it or any subcontractor or CONSULTANT 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 CONSULTANT 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 CONSULTANT pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONSULTANT, the CONSULTANT 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 CONSULTANT agree that venue shall lie in the 16 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 to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONSULTANT agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 9.11 ATTORNEY'S FEES AND COSTS The COUNTY and CONSULTANT agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of 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 CONSULTANT 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 CONSULTANT and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement. 9.15 ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONSULTANT agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. The CONSULTANT 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 party 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, Monroe 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 and CONSULTANT agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONSULTANT specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 9.17 NONDISCRIMINATION CONSULTANT and COUNTY agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONSULTANT or COUNTY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681 -1683, and 1685 - 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee -3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as 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 CONSULTANT 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. (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. 0 (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 R r- 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. 0 N (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 r 11246 of September 24, 1965, and by the rules, regulations, and orders of the cm Secretary of Labor, or pursuant thereto, and will permit access to his books, records, r 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. L 9.18 COVENANT OF NO INTEREST M CONSULTANT and COUNTY covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. u 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 CONSULTANT and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONSULTANT agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 9.21 PUBLIC ACCESS. Public Records Compliance. CONSULTANT must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and CONSULTANT 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 CONSULTANT 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 CONSULTANT. Failure of the CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT or keep and maintain public records that would be required by the County to perform the service. If the CONSULTANT transfers all public records to the County upon completion of the contract, the CONSULTANT shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONSULTANT keeps and maintains public records upon completion of the contract, the CONSULTANT 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 Packet Pg. 2631 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 CONSULTANT of the request, and the CONSULTANT must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the CONSULTANT 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 CONSULTANT. A CONSULTANT 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 CONSULTANT shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'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(W-MONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12 T11 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 CONSULTANT and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self- insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 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 CONSULTANT and the COUNTY agree that neither the CONSULTANT 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 TRUTH IN NEGOTIATION CONSULTANT 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 CONSULTANT 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. All 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 Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 9.28 EXECUTION IN COUNTERPARTS This Agreement may be executed in an regarded as an original, all of which to instrument and any of the parties hereto counterpart. number of counterparts, each of which shall be ken together shall constitute one and the same may execute this Agreement by signing any such 9.29 FEDERAL CONTRACT REQUIREMENTS The CONSULTANT and its subcontractors must follow the provisions as set forth in 2 C.F.R. § 200.326 Contract provisions and Appendix II to 2 C.F.R. Part 200, as amended, including but not limited to: 9.29.1 Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 -7671 q) 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). If applicable and when required by Federal program legislation, which includes emergency Management Preparedness Grant Program, Homeland Security Grant program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program and Transit Security Grant Program, 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. If applicable, 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. When required by Federal program legislation, which includes emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program and Transit Security Grant Program (it does not apply to other FEMA grant and cooperative agreement programs, including the Public Assistance Program), 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. (1) Contractor. The contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. (2) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as the FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. (3) Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12. 9.29.3 Contract Work Hours and Safety Standards Act (40 U.S.C. 3701 - 3708). Where applicable, which includes all FEMA grant and cooperative agreement programs,'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 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 §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 Agreements," and any implementing regulations issued by the awarding agency. Clean Air Act (42 U.S.C. 7401 -7671 q.) and the Federal Water Pollution Control Act (33 U.S.C. 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. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 - 1387). Violations 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 (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., 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. 9.29.6 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 - Federal award. 9.29.7 Compliance with Procurement of recovered materials as set forth in 2 CFR § 200.322. CONTRACTOR must comply with section 6002 of the Solid Waste disposal Act, as amendment by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designed in guidelines of the Environmental Protection Agency (EPA at 40 CPR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 9.29.8 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. 9.29.9 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. 9.29.10 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 red by the subcontractor during the Contract term. ; IN INI�NESS each party has caused this Agreement to be executed by its duly rr� -authorized representative on the day and year first above written. BOARD OF COUNTY COMMISSIONERS > Attest KEVIN,MADOK, Clerk OF MONROE COUNTY, FLORIDA o d. 0 By: �.,,", �,� B C. I;� : c am- ) Deputy Clerk Mayor /Chairman - � -� 70• CONTRACTOR Witness . A f,�� .. 0 BY" Pn ed Nam : , Printed ame -i�L Title: BY: ✓�_ Printed Name: MONROE COUNTY ATTORNEY r` O RO d, T CORM: (C J , END OF AGREEMENT cflRlsrwE T eARlows ASSISTANT COUN'T'Y ATMRNEY DATE: J-11 ri- ATTACHMENT A SCOPE OF WORK AND PRICING SCOPE OF WORK FEMA Public Assistance Consulting Services include, but are not limited to: • General FEMA Public Assistance grant management advice and assistance, • Assistance with development and ongoing activities of a team of County employees to manage the FEMA Public Assistance process, • Assistance with preparation of correspondence to State of Florida and FEMA when required, • Advice as to eligibility of expenses, • Assistance in meeting deadlines imposed by FEMA and the State of Florida for documentation, appeals, completion of work, etc., • Review of current County policies and assistance with development and documentation of new County policies to ensure compliance with FEMA and State of Florida requirements, • Assistance with hazard mitigation proposals, alternate projects, and improved projects to protect the County's interests, • Assistance with formulation and preparation of Project Worksheets, compiling and summarizing category costs so the scope of work is accurate and comprehensive, estimates are accurate, expenses are eligible and documented, and projects are categorized in a manner that ensures prompt and sufficient reimbursement to the County, • Assistance with dispute resolution and appeals, • Periodic reports to management as to status of FEMA Public Assistance process as requested, • Assistance with project final inspections and audits, and • Other related activities as requested by the County. PRICING Position Description Hourly Rate* "Fully- Loaded" ** Hourly Rate Engagement Manager $ 225.00 $ 275.00 Project Officer $ 155.00 $ 205.00 Public Assistance Specialist $ 125.00 $ 175.00 Administrative Support $ 65.00 $ 65.00 *Base hourly rate does not include out -of- pocket costs, such as travel, lodging, meals, supplies, etc. * *Included in "fully- loaded" hourly rate: lodging, per diem and overhead il [This page intentionally left blank, with forms to follow.] is is ZI LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010 -1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE W d i tl S re�x-s (Company) "...warrants that he /it has not employed, retained or otherwise had act on his /her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010 -1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010 -1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former C .9unty officer or employee." (Sign V Date: r�/�/ 7 STATE OF: 12Lo Yo" k COUNTY OF: ov\.P-j G C Subscribed and sworn to (or affirmed) before me on �n, Ucv►� IU�� �2D 44,, e2Q17 (date) by C '1 ►°e (name of affiant). He /She is personally known to me or has produced N X S DL (type of identification) as identification. My Commission Expires: 4 7 -6� TRACY A. BEARSE Notary Public, State of New York Reg.No.O1BE62642723 Qualified in Oneida County Commission Expires June 25,20 0 / o NON - COLLUSION AFFID " IT I, ���� /� � of the city of . U' /%Cf�, /" ' `f' according to law on my oath, and under penalty of perjury, depose and say that 1. I am (9 A� of the firm of ZFJF/S rQ /N st�/�TIa�+//1Z, / the bidder making the Proposal for the project described in the Request for Proposals for and that I executed the said proposal with full authority to do so; 2. the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; 3. unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and 4. no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; 5. the statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of rafe tained in this affidavit in awarding contracts for said project. (Signat re Date: /// STATE OF: P Yor L COUNTY OF: Subscribed and sworn to (or affirmed) before me on d (date) by 01 ®-e. (name of affiant). He /She is personally known to me or has produced _/\J V,5 D(_ (type of identification) as identification. TARP PUB IC My Commission Expires TRACY A. BEARSE Notary Public, State of New York Reg.No.07BE62642723 Qualified in Oneida County Commission Expires June 25,26-2,6 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contenderre to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, requirements. certify that this fkfn complies fully with the above (Si na r Date: ///7��7 STATE OF: � ?_L.,� VO )"—, COUNTY OF: ()InP_ ; A r, v Subscribed and sworn to (or affirmed) before me on 1 .26 ( (date) by C 7 r 2 R 6 (name of affiant). He /She is personally known to me or has produced r V YS L. (type of identification) as identification. OTARY PUBLIC My Commission Expires: (o o?G TRACY A.BEARSE Notary Public, State of New York Reg.No.01BE62642723 Qualified in Oneida County Commission Expires June 25, 20a� PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract 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, for CATEGORY TWO for a period of 36 months fro the date of being placed on the convicted vendor list." I have read the, above and state that neither /jdS' ivi 'v^i 1 //J 77 � espondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. STATE OF: A e-ik3 Y r+v-- !L COUNTY OF: 0 he- 1 ok a,— Subscribed and sworn to (or affirmed) before me on / l D cle yt�.�,r - 26 7 (date) by ��� 'L�] (name of affiant). He /She is personally known to me or has produced Oe Yb v k 0 L- (type of identification) as identification. le- dgl�-ev� - N&TARY PUBLIC n,\ My Commission Expires: TRACY A. BEARSE Notary Public, State of New York Reg.No.O1BE62642723 Qualified in Oneida County Commission Expires June 25, 20 a 0 Date: First Amendment to Agreement for FEMA Consulting Services This First Amendment to Agreement ( "Amendment") is made and entered into this 27th day of September, 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 "), and Adjusters International, Inc., a foreign profit corporation under the State of Florida, whose principal place of business and mailing address is 126 Business Park Drive, Utica, NY 13502 its successors and assigns, hereinafter referred to as "CONTRACTOR" or "CONSULTANT". WITNESSETH: WHEREAS, on September 5, 2017, the County entered into an agreement with CONSULTANT for professional consulting services relating to Hurricane Irma, a declared state of emergency event ( "Agreement's; and WHEREAS, as per 2 CFR 200.320(f)(2), the public exigency or emergency exception, and as outlined in FEMA's June 21, 2016 Field Procurement Manual and in accordance with the extended grace period for implementation of 2 CFR 200, the County continues to need the services of the CONSULTANT during this trying period; and WHEREAS, the Agreement contained a price cap of $49,999.99; and WHEREAS, the parties agree that the spending cap in the Agreement need to be increased to cover the 90-day time period in the Agreement; and WHEREAS, CONSULTANT has agreed to provide the professional services listed in the Agreement during the term of the Agreement, which services shall collectively be referred to as the "Project'; NOW, 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 CONSULTANT agree as follows: Section 1. Paragraph 7.1.1 in the Agreement is revised in its entirety to read as follows: 7.1.1 The COUNTY shall pay the CONSULTANT in current funds for the CONSULTANT'S performance of this Agreement, based on rates negotiated and agreed upon and shown in Attachment A, in a not to exceed amount of three hundred and twenty thousand dollars and no cents ($320,000.00). Under the COUNTY's Purchasing Policy, this Agreement is subject to ratification by the Board of County Commissioners. This Agreement is also subject to annual appropriation by the Board of County Commissioners. Section 2. A new paragraph 9.5 (C) is added to the Agreement to paragraph 9.5 (Termination) to read as follows: (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 CONSULTANT should CONSULTANT 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 CONSULTANT with five (5) calendar days' notice and provide the CONSULTANT with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the COUNTY terminates this agreement with the CONSULTANT, COUNTY shall pay CONSULTANT the sum due the CONSULTANT under this agreement 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. The maximum amount due to CONSULTANT shall not in any event exceed the spending cap in this 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 Monroe County Code. Section 3. A new paragraph 9.5 (D) is added to the Agreement to paragraph 9.5 (Termination for Convenience) to read as follows: (D) Termination for Convenience: The COUNTY may terminate this Agreement for convenience, at any time, upon one (1) weeks' notice to CONSULTANT. The COUNTY may also terminate this agreement for cause with CONSULTANT should CONSULTANT 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 CONSULTANT with five (5) calendar days' notice and provide the CONSULTANT with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the COUNTY terminates this agreement with the CONSULTANT, COUNTY shall pay CONSULTANT the sum due the CONSULTANT under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract. The maximum amount due to CONSULTANT shall not exceed the spending cap in this 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 Monroe County Code. Section 4: The following language is added to paragraph 9.17 (Nondiscrimination): 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. (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 contractors 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. Section 5. Paragraph 9.29.1 is replaced in its entirety with the following: 9.29.1 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). Section 6. In all other respects, the Agreement remains unchanged and in full force and effect. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: KEVIN MADOK, Clerk OF MONR COUNTY, FLORIDA By: g a t / By: puty Clerk 9 2s' ;41 } Mayor Witnesses:/ est: By: I I V 1 ecv Q W Print By: Adjus ntee y� Pri k'cL ^ s�ftx Title: 6EQ� V tC c ]?fhvny /L Za/�9/G— QP,C'rki Imt►�+ �o�lr5f�l5 /I'la✓���e� Print Name: MONROE COUNTY PROVED AS OR RM: : ASS15j�iLu! Y +�nORN Date Packet Pg. 2647 ;