2nd Amendment 11/20/2018 "\
GVd COURT,\%1
/tJP'0d"OU1"B�o, Kevin Madok, CPA
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1�o :....1 •';v= Clerk of the Circuit Court&Comptroller—Monroe County, Florida
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DATE: December 5, 2018
TO: Beth Leto,Airports
Business Manager
FROM: Pamela G. Han ellto I.C.
SUBJECT: November 20th BOCC Meeting
Enclosed is a duplicate original of Item G12,Amendment No. 2 to the Master Agreement
for Professional Services with Jacobs Project Management Company for General Consulting
Services for both Monroe County Airports, adding Florida Department of Emergency
Management provisions to the master agreement to ensure federal and state compliance, for your
handling.
Should you have any questions,please feel free to contact me at(305) 292-3550. 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
f
AMENDMENT NO. 2
TO THE MASTER AGREEMENT
FOR PROFESSIONAL SERVICES BETWEEN
JACOBS PROJECT MANAGEMENT CO.
AND MONROE COUNTY, FLORIDA
THIS AMENDMENT NO. 2, dated kl(' UYI bey( b , 2018, is entered into by and between
JACOBS PROJECT MANAGEMENT Co., with a place of business at 3750 NW 87th Avenue,
Suite 750, Miami, FL 33178 (hereinafter called "Jacobs" or "Consultant") and MONROE
COUNTY, a political subdivision of the State of Florida, represented by its Board of County
Commissioners (hereinafter called "County"), collectively referred to herein as "Parties",
provides as follows:
WITNESSETH:
WHEREAS, on February 15, 2017 the Parties into a Master Agreement For Professional
Services (hereafter "Original Agreement) for general consulting services for Key West
International and the Florida Keys marathon International airports (collectively"Airports"); and
WHEREAS, on September 10, 2017 the Florida Keys was struck by Hurricane Irma; and
WHEREAS, Hurricane Irma struck the Keys as a category 4 storm causing extensive damage to
the Airports properties; and
WHEREAS, the Florida Department of Emergency Management (hereafter "FDEM") requires
FDEM contract provision to be included in contracts where hurricane recovery work is being
performed; and
WHEREAS, Jacobs will be preforming hurricane related recovery work for the Airports; and
WHEREAS, Jacobs has agreed to incorporate these provisions in order that the County may seek
FDEM reimbursement for the Hurricane recovery work;
NOW, THEREFORE, in consideration of mutual promises, covenants and contracts stated
herein, and for other good and valuable consideration, the sufficiency of which is hereby
acknowledged, County and Jacobs agree as follows:
Section 1. The following FDEM provisions shall apply in FDEM funded contracts and are
hereby added as ARTICLE 37 as follows:
Page 1 of Amendment No.2
ARTICLE 37
FDEM CONTRACT REQUIREMENTS
A. 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.
B. TERMINATION
1. 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.
2. 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.
3. 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.
Page 2 of Amendment No.2
0 i
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4. Termination for Convenience: The County may terminate this Agreement for
convenience, at any time, upon one (1) weeks' notice to Consultant. 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.
C. NONDISCRIMINATION
During the performance of this Agreement, the Consultant, in accordance with Equal
Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339),
as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal
Employment Opportunity, and implementing regulations at 41C.F.R. Part 60 (Office of Federal
Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2
C.F.R. Part 200, Appendix II,9[C, agrees as follows:
1.The Consultant will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The
Consultant 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 Consultant 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 Consultant will, in all solicitations or advertisements for employees placed by or on
behalf of the Consultant, 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 Consultant 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
Page 3 of Amendment No.2
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 Consultant's legal
duty to furnish information.
4. The Consultant 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 Consultant 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 Consultant 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 Consultant'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 Consultant 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.
D. FEDERAL CONTRACT REQUIREMENTS
The Consultant and its subcontractors must follow the provisions as set forth in 2 C.F.R.
§200.326 and 2 C.F.R. Part 200, as amended including but not limited to:
1. Davis-Bacon Act, as amended (40 U.S.C. §§3141-3148). 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
Page 4 of Amendment No. 2
•
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 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.
2. Consultant. The Consultant 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.
3. Subcontracts. The Consultant or sub Consultant 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 sub Consultant to include these clauses in any lower tier subcontracts. The
prime Consultant shall be responsible for the compliance by any subcontractor or lower tier sub
Consultant with all of these contract clauses.
a) 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.
4. 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
Page 5 of Amendment No.2
purchases of supplies or materials or articles ordinarily available on the open market, or contracts
for transportation or transmission of intelligence.
5. Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the
definition of "funding agreement" under 37 CFR §401.2 (a) and the recipient or subrecipient
wishes to enter into a contract with a small business firm or nonprofit organization regarding the
substitution of parties, assignment or performance of experimental, developmental, or research
work under that "funding agreement," the recipient or subrecipient must comply with the
requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and
Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and
any implementing regulations issued by the awarding agency.
6. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33
U.S.C. 1251-1387). 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 report violations to
FEMA and the Regional Office of the Environmental Protection Agency (EPA). The Clean Air
Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-
1387), as amended—applies to Contracts and subgrants of amounts in excess of$150,000.
7. 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.
8. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an
award exceeding $100,000 must file the required certification. Each tier certifies to the tier above
that it will not and has not used Federal appropriated funds to pay any person or organization for
influencing or attempting to influence an officer or employee of any agency, a member of
Congress, officer or employee of Congress, or an employee of a member of Congress in
connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C.
1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in
connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up
to the non-Federal award.
9. 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 amended,
by the Resource Conservation and Recovery Act. The requirements of Section 6002 include
procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at
Page 6 of Amendment No.2
•
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.
10. Americans with Disabilities Act of 1990, as amended (ADA) — The Consultant will
comply with all the requirements as imposed by the ADA, the regulations of the Federal
government issued thereunder, and the assurance by the Consultant pursuant thereto.
11. 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 Consultant 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 2 C.F.R. §
'200.321(as set forth in detail below), 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
Consultant 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.
E. 2 C.F.R. § 200.321 CONTRACTING WITH SMALL AND MINORITY
BUSINESSES, WOMEN'S BUSINESS ENTERPRISES, AND LABOR SURPLUS
AREA FIRMS
1. If the Consultant, with the funds authorized by this Agreement, seeks to subcontract goods
or services, then, in accordance with 2 C.F.R. §200.321, the Consultant shall take the following
affirmative steps to assure that minority businesses, women's business enterprises, and labor
surplus area firms are used whenever possible.
2. Affirmative steps must include:
a)Placing qualified small and minority businesses and women's business enterprises on
solicitation lists;
b) Assuring that small and minority businesses, and women's business enterprises are
solicited whenever they are potential sources;
c) Dividing total requirements, when economically feasible, into smaller tasks or quantities to
permit maximum participation by small and minority businesses, and women's business
enterprises;
d) Establishing delivery schedules, where the requirement permits, which encourage
participation by small and minority businesses, and women's business enterprises;
Page 7 of Amendment No.2
e) Using the services and assistance, as appropriate, of such organizations as the Small
Business Administration and the Minority Business Development Agency of the Department of
Commerce.
f)Requiring the Prime Consultant, if sub Consultant are to be let, to take the affirmative steps
listed in paragraph (1) through (5) of this section.
3. The Consultant 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.
4. The Consultant agrees to be bound by the terms and conditions of any Federally-Funded
Subaward and Grant Agreement between County and the Florida Division of Emergency
Management (FDEM) when such award is the funding source of the Consultants work for the
County.
5. The Consultant shall hold FDEM and County harmless against all claims of whatever
nature arising out of the Consultant's performance of work under this Agreement, to the extent
allowed and required by law.
Section 2. All other provisions of the Master Agreement For Professional Services dated
February 15, 2017 and Amendment No. 1 to the Master Agreement For Professional Services
dated February 21, 2018, Between Jacobs Project Management Company and Monroe County
not inconsistent herewith, shall remain in full force and effect.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
•
Page 8 of Amendment No.2
IN WITNESS WHEREOF, each party caused this AMENDMENT NO. 2 to be executed by its
��i uiy�ua tho`*zed representative on the day and year first above written.
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, '','•(SEAS- a , BOARD OF COUNTY COMMISSIONERS
' a w Atte t a -0 MADOK, CLERK OF MONROE COUNTY, FLORIDA
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By: By:
Deputy Clerk ayor/Chairman
Date: v Iy1- -- 2.°1 z°I g
CONSULTANT:
JACOBS PROJECT MANAGEMENT CO
jiOE CO ORNEY
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ASSISTA COUNTY ATTORNEY AV/Of
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cO tom:'F__ B y
Cam :LLJ g t
.). Print name: James R. Davis
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CMc-). Lai o Title: Sr. Vice President
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La_ 430 o Date: 10/15/2018
STATE OF FLORIDA
COUNTY OF 5,1 M &aeh
On this . day of&.T4wn , 2011, before me ,the undersigned notary public, Personally
appeared ,gr,QS 9 . OAu1S , known to me to . be the Person whose name is
subscribed above or who produced As identification, and acknowledged
that he/she is the person who executed the above Amendment No. 2 to the Master Agreement
For Professional Services Between Jacobs Project Management Company and Monroe County
for the purposes therein contained.
By: �• e
No ,'ub is
Q
_,ac e , A. Ross
Print Ni- e
My commission exp s: Seal
" Y"�a'o JACQUELINE A ROSS
a/ %=State of Florida-Notary Public
,,P11^", * Commission #GG 175055
;9`'I L'/ My Commission Expires
/'''%°iii`� April 27, 2022
m n ment No.2