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09/19/2018 Agreement G �z counr oP•5,, "`�`B •o'pt,/� Kevin Madok, CPA 0U ; - ;:c 4 4 "i Clerk of the Circuit Court & Comptroller — Monroe County, Florida DATE: October 26, 2018 TO: Jeff Manning, Sr. Planner Emergency Management FROM: Pamela G. Hanco �4ji I .C. SUBJECT: September 19t BOCC Meeting Attached is a duplicate original of Item C22, Contract with Early Alert, Inc. the top - ranked vendor in response to a Request for Proposals for Emergency Management Consulting Services, 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 MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 Plantation Key, Florida 33070 305 - 294 -4641 305 - 289 -6027 305 - 852 -7145 305 - 852 -7145 • MONROE COUNTY CONTRACT FOR EMERGENCY MANAGEMENT CONSULTING SERVICES THIS AGREEMENT is made and entered into this 1q day of September 2018, by MONROE COUNTY ( "COUNTY "), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040 and Early Alert, Inc., ( "CONTRACTOR "), whose address is 2740 SW Martin Downs Blvd., #414, Palm City, FL 34990. Section 1. SCOPE OF SERVICES CONTRACTOR shall do, perform and carry out in a professional and proper manner certain duties as described in the Scope of Services — Exhibit A — which is attached hereto and made a part of this agreement. CONTRACTOR warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these Agreement documents. The CONTRACTOR shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. Contractor shall provide services using the following standards, as a minimum requirement: A. The CONTRACTOR shall maintain adequate staffing levels to provide the services required under the Agreement resulting from this RFP process. B. To the extent that Contractor uses employees, subcontractors or independent contractors, this Agreement specifically requires that the employees, subcontractors and independent contractors shall not be an employee of or have any contractual relationship with County. C. All personnel engaged in performing services under this Agreement shall be fully qualified, and, if required, to be authorized or permitted under State and local law to perform such services. Section 2. COUNTY'S RESPONSIBILITIES 2.1 The County will provide such data as is required by the Contractor and is mutually agreed upon. 2.2 The County will make payments as outlined in Section 4 of this Agreement. Section 3. TERM OF AGREEMENT 3.1 Except as noted below, this Agreement shall begin on the 19t day of September, 2018 and will conclude on the 18t day of September, 2023 (5 year term). Section 4. PAYMENT TO CONTRACTOR 4.1 Except as noted below, all costs and fees shall be billed in accordance with the rates listed on Exhibit B. 4.2 On September 19, 2022 (going into Year 5 of this Agreement), the rates listed on Exhibit B will be adjusted by a one -time adjustment equal to the Consumer Price Index for All Urban Consumers (CPI -U) for the time period ending December 31St of the previous calendar year. 4.3 The CONTRACTOR shall commence work on the services provided for in this Agreement promptly upon receipt of one or more written Task Orders from the COUNTY. Each Task Order shall contain a description of the services to be performed and may, at the election of the County, contain a maximum ceiling price for the services to be rendered under that Task Order. 1 4.4 Payment will be made according to the Florida Local Government Prompt Payment Act, Sections 218.70- 218.80, Florida Statutes. The Provider shall submit to the County an invoice with supporting documentation in a form acceptable to the Clerk. Invoices may be submitted upon completion of the services covered by each Task Order or monthly, whichever comes first, and shall reference the Task Order corresponding to the invoice. Acceptability of the invoice to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. Invoices shall be sent to the County's Emergency Management Department who will review the documents and route them to appropriate County Staff for approval. Upon receiving all required approvals, the invoice(s) will be forwarded to the County Clerk's office for payment. • 4.5 This Agreement is contingent upon annual appropriation by Monroe County Board of County Commissioners. Section 5. CONTRACT TERMINATION Either party may terminate this Agreement because of the failure of the other party to perform its obligations under the Agreement. The CONTRACTOR may terminate this Agreement with ninety (90) days' notice to the COUNTY. The COUNTY may terminate this Agreement with or without cause upon thirty (30) days' notice to the CONTRACTOR. COUNTY shall pay CONTRACTOR for work performed through the date of termination. Section 6. CONTRACTOR'S ACCEPTANCE OF CONDITIONS A. CONTRACTOR hereby agrees that he has carefully examined the RFP and the Proposal submitted by the CONTRACTOR, both of which are made part of this Agreement by reference, and this Agreement and has made a determination that he /she has the personnel, equipment, and other requirements suitable to perform work and assumes full responsibility therefore. The provisions of the Agreement shall control any inconsistent provisions contained in the specifications. All specifications have been read and carefully considered by CONTRACTOR, who understands the same and agrees to their sufficiency for the work to be done. Under no circumstances, conditions, or situations shall this Agreement be more strongly construed against COUNTY than against CONTRACTOR. B. Any ambiguity or uncertainty in the specifications shall not be construed against the drafter. C. The passing, approval, and /or acceptance by COUNTY of any of the services furnished by CONTRACTOR shall not operate as a waiver by COUNTY of strict compliance with the terms of this Agreement, and specifications covering the services. D. CONTRACTOR agrees that County Administrator or his designated representatives may visit CONTRACTOR'S facility (ies) periodically to conduct random evaluations of services during CONTRACTOR'S normal business hours. E. CONTRACTOR has, and shall maintain throughout the term of this Agreement, appropriate licenses and approvals required to conduct its business, and will at all times conduct its business activities in a reputable manner. Proof of such licenses and approvals shall be submitted to COUNTY upon request. Section 7. NOTICES Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: To the COUNTY: Roman Gastesi, Monroe County Administrator 1100 Simonton St. Key West, Florida 33040 2 To the CONTRACTOR: Early Alert, Inc. 2740 SW Martin Downs Blvd. #414 Palm City, FL 34990 Attn: Mr. William A. Wagner, III, CEM, Co -owner and President Section 8. 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 Constitution of Florida. 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 this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement and their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records and auditing purposes during the term of the agreement and for five (5) years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Section 55.03 of the Florida Statutes, running from the date the monies were paid to CONTRACTOR. Pursuant to F.S. 119.0701, Contractor and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: a. Keep and maintain public records required by Monroe County in order to perform the service. b. Upon request from the public agency's custodian of public records, provide the public agency 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 Florida Statutes, Chapter 119 or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. • 3 d. Upon completion of the contract, transfer, at no cost, to Monroe County all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency 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 provided to Monroe County, upon request from the public agency's custodian of records, in a format that is compatible with the information technology systems of Monroe County. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292 -3470, bradley- brian u@.monroecounty- fl.gov, c/o Monroe County Attorney's Office, 1111 12th St., Suite 408, Key West FL 33040. Section 9. EMPLOYEES SUBJECT TO COUNTY ORDINANCE NOS. 010 AND 020- 1990 The CONTRACTOR warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010 -1990 or any County officer or employee in violation of Section 3 of Ordinance No. 020 -1990. For breach or violation of this provision the COUNTY may, in its discretion, terminate this agreement without liability and may also, in its discretion, deduct from the agreement or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Section 10. CONVICTED VENDOR By signing this agreement, CONTRACTOR represents that the execution of this Agreement will not violate the Public Entities Crime 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. 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 an Agreement with a public entity for the construction or repair of a public building or public work, may not perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR under Agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for the Category Two for a period of 36 months from the date of being placed on the convicted vendor list. Section 11. GOVERNING LAW, VENUE, INTERPRETATION, COSTS AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to Agreements made and to be performed entirely in the State. 4 • In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the COUNTY and CONTRACTOR agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. Section 12. 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 CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. Section 13. ATTORNEY'S FEES AND COSTS The COUNTY and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, and court costs, as an award against the non - prevailing party. 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. Section 14. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. Section 15. AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. Section 16. ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, 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 shall not be subject to arbitration. 5 Section 17. COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONTRACTOR agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. Section 18. 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 contractor's legal duty to furnish information. (4) The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) - The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 6 (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 19. COVENANT OF NO INTEREST COUNTY and CONTRACTOR covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. Section 20. CODE OF ETHICS The parties understand that officers and employees of the COUNTY are required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Section 21. NO SOLICITATION /PAYMENT The COUNTY and CONTRACTOR warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. Section 22. PUBLIC ACCESS The COUNTY and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and CONTRACTOR in conjunction with this Agreement; and the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by CONTRACTOR. Section 23. NON - WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the COUNTY and the CONTRACTOR in this Agreement and the acquisition of any commercial liability insurance coverage, self - insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any Agreement entered into by the COUNTY be required to contain any provision for waiver. 7 Section 24. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. Section 25. LEGAL OBLIGATIONS AND RESPONSIBILITIES • Non - Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. Section 26. NON - RELIANCE BY NON - PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and the CONTRACTOR agree that neither the COUNTY nor the CONTRACTOR or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. Section 27. ATTESTATIONS CONTRACTOR agrees to execute such documents as the COUNTY may reasonably require, including, but not being limited to, a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement, Lobbying and Conflict of Interest Clause, and Non - Collusion Agreement. Section 28. NO PERSONAL LIABILITY -. • No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. Section 29. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 8 Section 30. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. Section 31. INSURANCE POLICIES 31.1 General Insurance Requirements for Other Contractors and Subcontractors. As a pre- requisite of the work governed, the CONTRACTOR shall obtain, at his /her own expense, insurance as specified in any attached schedules, which are made part of this contract. The CONTRACTOR will ensure that the insurance obtained will extend protection to all Subcontractors engaged by the CONTRACTOR. As an alternative, the CONTRACTOR may require all Subcontractors to obtain insurance consistent with the attached schedules; however CONTRACTOR is solely responsible to ensure that said insurance is obtained and shall submit proof of insurance to COUNTY. Failure to provide proof of insurance shall be grounds for termination of this Agreement. The CONTRACTOR will not be permitted to commence work governed by this contract until satisfactory evidence of the required insurance has been furnished to the COUNTY as specified below. Delays in the commencement of work, resulting from the failure of the CONTRACTOR to provide satisfactory evidence of the required insurance, shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work commenced on the specified date and time, except for the CONTRACTOR's failure to provide satisfactory evidence. The CONTRACTOR shall maintain the required insurance throughout the entire term of this contract and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced and /or termination of this Agreement and for damages to the COUNTY. Delays in the completion of work resulting from the failure of the CONTRACTOR to maintain the required insurance shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for the CONTRACTOR's failure to maintain the required insurance. The CONTRACTOR shall provide, to the COUNTY, as satisfactory 'evidence of the required insurance, either: • Certificate of Insurance or • A Certified copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non - renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and /or approval of the Contractor's insurance shall not be construed as relieving the Contractor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation and Professional Liability. 9 31.2 Insurance Requirements For Contract Between County And Contractor (Note: amounts of coverage are subject to change in final contract) The Contractor shall be required to maintain the following types and amounts of insurance coverage as indicated below. Certificates of Insurance must be provided to Monroe County within fifteen (15) days after award of contract, with Monroe County BOCC listed as additional insured as indicated. If the proper insurance forms are not received within the fifteen (15) day period, the contract may be terminated without any financial obligations being imposed on the County. Policies shall be written by companies licensed to do business in the State of Florida and having an agent for service of process in the State of Florida. All insurance companies shall have an A.M. Best rating of A- or better. The required insurance shall be maintained at all times while Contractor is providing service to County. Worker's Compensation Minimum acceptable limits Workers' Compensation Statutory Limits Employers' Liability Insurance Bodily Injury by Accident $100,000 Bodily Injury by Disease, policy limits $500,000 Bodily Injury by Disease, each employee $100,000 General Liability, including Premises Operation Products and Completed Operations Blanket Contractual Liability Personal Injury Liability Minimum acceptable limits $1,000,000 CSL Vehicle Liability providing coverage for all owned, non -owned and hired vehicles Minimum acceptable limits $1,000,000 CSL Professional Liability $1,000,000 per Occurrence $2,000,000 Aggregate Section 32. INDEMNIFICATION, DEFEND, HOLD HARMLESS The CONTRACTOR does hereby consent and agree to indemnify, defend and hold harmless the COUNTY, its Mayor, the Board of County Commissioners, appointed Boards and Commissions, Officers, and the Employees, and any other agents, individually and collectively, from all fines, suits, claims, demands, actions, costs, obligations, attorney's fees, or liability of any kind arising out of the sole negligent actions of the CONTRACTOR or substantial and unnecessary delay caused by the willful nonperformance of the CONTRACTOR and shall be solely responsible for any and all accidents or injuries to persons or property arising out of its performance of this contract: The amount and type of insurance coverage requirements set forth hereunder shall in no way be construed as limiting the scope of indemnity set forth in this paragraph. Further the CONTRACTOR agrees to defend and pay all legal costs of the COUNTY for claims or acts attributable to the sole negligent act of the CONTRACTOR or any of CONTRACTOR's employees or representatives. 10 At all times and for all purposes hereunder, the CONTRACTOR is an independent contractor and not an employee of the Board of County Commissioners. No statement contained in this agreement shall be construed so as to find the CONTRACTOR or any of his /her employees, contractors, servants or agents to be employees of the Board of County Commissioners for Monroe County. As an independent contractor the CONTRACTOR shall provide independent, professional judgment and comply with all federal, state, and local statutes, ordinances, rules and regulations applicable to the services to be provided. The CONTRACTOR shall be responsible for the completeness and accuracy of its work, plan, supporting data, and other documents prepared or compiled under its obligation for this project, and shall correct at its expense all significant errors or omissions therein which may be disclosed. The cost of the work necessary to correct those errors attributable to the CONTRACTOR and any damage incurred by the COUNTY as a result of additional costs caused by such errors shall be chargeable to the CONTRACTOR. This provision shall not apply to any maps, official records, contracts, or other data that may be provided by the COUNTY or other public or semi - public agencies. The CONTRACTOR agrees that no charges or claims for damages shall be made by it for any delays or hindrances attributable to the COUNTY during the progress of any portion of the services specified in this contract. Such delays or hindrances, if any, shall be compensated for by the COUNTY by an extension of time for a reasonable period for the CONTRACTOR to complete the work schedule. Such an agreement shall be made between the parties. Section 33. TERMS AND CONDITIONS REQUIRED BY 2.CFR PART 200 The CONTRACTOR and its subcontractors must follow the provisions as set forth in Appendix II to Part 200, as amended, including but not limited to: A. 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). B. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701 - 3708). Where applicable, all contracts awarded by the COUNTY in excess of $100,000 that involve the employment of mechanics or laborers must comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide 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. C. 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 byethe awarding agency. 11 D. 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 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). E. 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 governmentwide 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. F. 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. G. Procurement of recovered materials as set forth in 2 CFR § 200.322. H. The Contractor shall utilize the U.S. Department of Homeland Security's E- Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E- Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. No Obligation by Federal Government. The federal government is not a party to this contract and is not subject to any obligations or liabilities to the non - Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. J. Program Fraud and False or Fraudulent Statements or Related Acts. The Contractor acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor's actions pertaining to this contract. 12 I WITNESS WHEREOF, the parties hereto have caused these presents to be executed on the I1-Qhi day of � � a , MONROE COUNTY BOARD OF COUNTY f eal ` ` < G o �f COMMISSIONERS `Attest: %Kevin Ma'dok, CPA, Clerk !'%•,,% 1. .r� e _ -- b �. h3 fi'h w / By. By: Deputy Clerk Mayor David Rice CONTRACTOR: EARLY ALERT, INC. By: William A. Wagner, III President and Co -Owner c. _ W , cC [3C : c.a N u_ C4 3.1-! MONAOE COUNTY ATTORNEY . APP - •VEDA TO T Date: ... ME;Ci ni 13 EXHIBIT A SCOPE OF SERVICES The vendor will be expected to provide the minimum services identified below. 1. Scope of Services Emergency management consultant services to be provided may include, but not be limited to the following: emergency management and disaster recovery services, continuity of operations (COOP) and continuity of government (COG) planning, all hazard training, planning and preparedness, incident management support teams, technical, administrative and training support to assist the County with damage assessment, disaster recovery project estimation, project worksheet (PW) development, grant management, appeals, FEMA force account and small and large project document assembly, and federal procurement requirements review, etc. The Scope of Services may include any or all of the following: a) All Hazard Planning and Training: In coordination with County staff, identify training needs and develop a training program to prepare personnel for emergencies including but not limited to emergency planning and preparedness, position specific ICS (incident command system) and EOC (emergency operations center) functions and recovery operations. b) Incident Management /EOC Support Team Services: These services will allow the County to maintain continuity of government and continuity of operations while effectively managing the incident /disaster. When requested the Consultant will provide staff support in the way of: • Emergency Support Function (ESFs) positions • Operations, Planning, Logistics, and Finance - Section Chiefs, Branch Directors & Division /Group Supervisors and Unit Leaders • Recovery - Short-term recovery operations support 14 Exhibit B COSTS AND FEES COST: Stand-by Status until "Notice to Proceed" or 'Task Order" is issued by Client As needed services listed herein requested by client will be quoted on a project by project bases and approved by the County prior to engagement. All rates will apply to Fee Schedule below unless otherwise specified. 'PoriittanC , ' - ° EnteirgeiiMMallagententiEmy Senior EM Consultant $225 Project Manager $225 EM Consultant $175 Senor EM Planner $175 EM Planner $155 Vand-byinCident Management StipPprifTh frheisel Adivationi, hm,5T Acthiattp: FeetyvaiaPPIkasfaole/5r, - - - -- Phase 1 Activation: m When "Notice to Proceed" is given_ m Partial days are billed at 12-how kw-mule/Pt after day one $4,B[}9 Plus expenses, Initial On-site 'MST Activation Fee per 24 hr. day IPPose4Deployrnent i*537 Muse 2 Deolawnent: m When IMST personnel are deployed, hourly rate per position le Portal-to Portal * (See Note on page 36;) m Partial days are billed at 12-hour inCreirielitS after day one rz Initial On-site MIST Feesswitupply osfollaws: Erneigency iVlanagernent Coordinator $155 (ffiliiST Overhead Teams; Team Leader) Operations Manager $125 (Any IMST Command or General Staff position) Operations Specialist (Any non- general/command 1MSTyJsition or ESF $105 Position) 15 Positr 1 Ratek/ mtrr: FEMAAPubhc,Assistance (,PA4 Assistance Program'° Financial Reeovery„ (short/Ionglerm recovery); Preliminary Damage Assessment — Public Assistance Damage Assessment Team Lead $185 Damage Assessment Specialist (Team) $145 Public Assistance Consulting Appeals Specialist /Senior Consultant $255 Consultant/Project Officer $165 Public Assistance Specialist $155 Hazard Mitigation Assistance Senior Program Manager $190 Program Manager $175 Technical Specialist $150 Administrative Support $80 Traini g & Exercises' ; DI-IS /FENS All - Hazards ICS Position Specific Courses - All Command and General staff position specific courses 5- day /40 hr course with 2 required instructors $17,500 4- day /32 hr course with 2 required instructors $15,200 3- day /24 hr course with 2 required instructors $12,5.10 2- day /16 hr course with 2 required instructors $9,000 ICS 3,00 (18 hrs) with 1 required instructor $5,900 ICS 400 (12 hrs) with 1 required instructor $3,900 G0402 /ICS -402 - Incident Command System (ICS) $3,500 overview for executives and senior officials Emergency Management /Disaster Management VIlorkshops 1 -day workshop with 1 required instructors $4,300 1-day tabletop with 1 required instructor $4,300 1-day tabletop with 2 required instructor $6,5047 Note: Tabletop/Function/Fill Scale HSEEP compliant exercise to be quoted separately based on scope and tasking. Training & Exert es pricing inderdes location, necessary instructional materials far the instructors and students fee the dials sizes noted k aim; irrderdes am-UPI expenses such as per diem, aitfare,, car rental and other related cestsfor our insaructarream 16 Nat: The Incident Management Support Team (IMST) activation fees become authorized when there is &request by the Client and/or their designee for IMST staff to report to the Emergency Operation tenter or other designated location, and consistent with the following considerations. Onsite Activation: The Activation Fee Schedule is executed when requested by the Client and/or their • - .1, designee and followed with a waitten "I'otice to Proceed" or "Task Order" to reportto the Emergency t a Operation Center or other applicable location. Partial days are billed at 12-hour increments. Initial IMST Response Team will vary in number of staff based on the scope of each event. Typically, a two (2) person team will respond for Phase 1 to evaluate situation status and resource need. Phase 2, staffing will ramp up to address immediate needs and should an event escalate to significant proportions, Early Alert will have pre-staged staffing on standby for immediate response. [1. Activation (IMST) fees are eligible for FEMA reimbursement when the Governing Agency is included in a declared disaster by a Presidential Declaration. The amount of the recovery may vary depending on the disaster eligibility of Federal, State, and local match for the event. (Le.: In a hurricane activation: 100% recovery for Emergency Protective Measures for initial 72 hours response, 75% Federal /25% (divided by local and state) for other disaster recovery operations). Eligibility is not guaranteed and wail should stay informed to all FEMA updates and changes as applicable. Phase 2 Response Fees: Professional fees are invoiced on a bi-monthly basis. Expenses are billed to the CLIENT at EA's cost. Expense reimbursement includes transportation, lodging, meals and incidentals. EA twill make every effort to keep expenses to a minimum. We encourage CLIENT to assist us with this by any means available. To simplify billings, we are agreeable (and prefer) to establishing per dierns that are agreeable to the both the CLIENT and our team, which recognize the need to accurately reflect the prevailing local economic conditions during the duration of the deployment. Ir Fee payments and associated financial obligations resulting from service requests and fulfilment of contract obligations are due in full, as services are rendered and independent of the application for FEMA reimbursement. 4, Portal to Portal billing for initial response in Phase 2 deployment, includes travel period and continues until such time EARLY ALERT determines the client is ready to transition or has transitioned from the Emergency Response phase into the Recovery phase and that the EOC Operational Period has • transitioned to normal business hours. Notification and coordination is provided to the client when this transition occurs. 17 • ® DATE (MMIDDIYYYY) A� o CERTIFICATE OF LIABILITY INSURANCE 10/22/2018 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 Nathan Jensen NAME: One Source Advisory PHONE (813) 949 - 8636 AIC, No : (813) 909 - 8743 (AM, No, Ext): ( ) 203 Crystal Grove Blvd E DSS: nathan @onesourceadvisory.com INSURER(S) AFFORDING COVERAGE NAIC # Lutz FL 33549 INSURERA: Hartford Insurance Group . INSURED INSURER B : Chubb Ins. Co. Early Alert, Inc. INSURER C : Travelers 722 SW Pinetree Lane INSURER D: INSURER E : Palm City FL 34990 INSURER F : COVERAGES CERTIFICATE NUMBER: 18 - 19 Certificates REVISION NUMBER: 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 ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MMIDD/YYYY) (MMIDDIYYYY) X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED 1 000,000 CLAIMS -MADE I X OCCUR PREMISES (Ea occurrence) 5 , MED EXP (Any one person) 5 10 A 21SBMBT0155SA 04/22/2018 04/22/2019 PERSONAL BADVINJURY S 2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 5 4 PRO- X POLICY LOC 4,000 JECT PRODUCTS - COMP /OPAGG 5 OTHER: Employment Practices $ 10,000 AUTOMOBILE LIABILITY GOMEI NED SINGLE LIMIT $ 2,000,000 (Ea accident) ANY AUTO - BODILY INJURY (Per person) $ A OWNED SCHEDULED 21SBMBT0155SA 04/22/2018 04/22/2019 BODILY INJURY (Per accident) 5 AUTOS ONLY _ AUTOS HIRED NON -O PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY (Per accident) - $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS -MADE AGGREGATE 5 DED RETENTION $ $ WORKERS COMPENSATION X STATUTE E AND EMPLOYERS' LIABILITY YIN 1 ANY PROPRIETOR/PARTNER/EXECUTIVE NIA UB - 001 L345963 07/03/2018 07/03/2019 E.L. EACH ACCIDENT $ , , C OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory in NH) E.L. DISEASE - FA EMPLOYEE 5 If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ Occurence $1,000,000 Professional B 6803 -3916 11/16/2018 11/16/2019 Aggregate $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation and Professional Liability. gY AP W :. RISK I GEMEitdT DA %11 , di WAII/E43 N /,5 yEo CERTIFICATE HOLDER CANCELLATION '/ 1t1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Monroe County Board of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 490 63rd St Ocean Ste 150 AUTHORIZED REPRESENTATIVE Marathon FL 33050 I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD