09/18/2019 Agreement , Kevin Madok, CPA
•"" Clerk of the Circuit Court& Comptroller—Monroe County, Florida
11O~RoEcou
DATE: October 3, 2019
TO: Cynthia McPherson, Sr. Director
Code Compliance
FROM: Pamela G. Hanc• ;.C.
SUBJECT: September 18th BOCC Meeting
Enclosed are two duplicate originals of the following item for your handling:
T7 Agreement for Code Compliance consulting services with Kathleen Windsor.
Should you have any questions, please feel free to contact me at (305) 292-3550.
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 330
AGREEMENT FOR CONSULTANT AND WITNESS SERVICES
THIS AGREEMENT (hereinafter the "Contract" or"Agreement") is made and entered into
this 18th day of September, 2019, between the Monroe County Board of County Commissioners
(hereinafter the "County" or the "Board") and Kathleen Windsor(hereinafter"Consultant" or
"CONTRACTOR").
WHEREAS, Consultant was a Monroe County Code Compliance inspector for over four
years, was a Monroe County Code Compliance Senior Research Analyst for over six years, and is a
Certified Floodplain Manager, and has specific knowledge which the County may need in
connection with lawsuits, claims, adversarial administrative proceedings, and appeals ("litigation")
in which the County is a party, and other matters; and
WHEREAS, the County desires to engage the Consultant to provide consulting and witness
services in the areas of Monroe County code compliance cases and associated issues relevant to
such cases, such as (including but not limited to) matters involving floodplain management and
building permit and planning and environmental resources approval processes and procedures, and,
in addition, to consult with the Monroe County Code Compliance Director on work related issues;
and
WHEREAS, the Consultant desires to render these Services as described in the below
Scope of Services; and
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained herein,
the parties agree as follows:
SECTION I. RECITALS. The foregoing recitals are true and correct and are hereby
incorporated as if fully stated herein.
SECTION II. EFFECTIVE DATE. The effective date of this Contract shall be, after the
Consultant has executed it, the date on which the Mayor signs and execute it pursuant to the
Board's approval.
SECTION III. SCOPE OF SERVICES. The Consultant shall do, perform, and carry out in
a professional and proper manner the Scope of Services described below.
1. The Consultant shall provide consultant and witness services, necessary related
research, solely on behalf of and as directed by Monroe County for the litigation.
SECTION IV. COMPENSATION. Compensation for the Consultant's services under this
Contract shall be at the rate of$175.00 per hour. The Consultant will bill the County only for time
reasonably and necessarily incurred to render services on the County's behalf in accordance with
this Contract. Time attributable to billing questions is not billable. Time expended by personnel or
time-keepers who have not been pre-approved in writing by the County is also not billable. The
Consultant will charge no more than the hourly rate quoted above throughout the duration of this
Contract. Approval for action(authorized under this Contract's Scope of Services) by the
Consultant and approval for directives issued to the Consultant regarding her work product, mental
thoughts, impressions, and communications regarding the subject matter covered by this Contract
may be accomplished by letter, e-mail, or verbally by the Monroe County Administrator or his or
her designee, or by the Monroe County Code Compliance Director or his or her designee, or by the
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Monroe County Attorney or his or her designee. The County will pay the actual, reasonable cost of
the following expense items if incurred in accordance with the guidelines below:
1. Reimbursable Item- Travel Expenses: Exclusively upon the advance approval of the
Monroe County Administrator or his or her designee or upon the prior approval of the
Monroe County Code Compliance Director or his or her designee, the Consultant's
actual, reasonable travel expenses may be compensated by reimbursement.
Reimbursable travel expense items are the cost of transportation by the least expensive
practical means,the cost of reasonable lodging accommodations. Neither alcohol nor
any lodging amenities (e.g., in-room movies) beyond the cost of lodging itself are
compensable expenses.
No other expenses may be reimbursable without prior written approval by the County, as
authorized under an applicable provision of this Contract or a later mutually approved amendment
thereto.
SECTION V. PAYMENT. The Consultant shall be reimbursed for travel and other
expenses only to the extent and in the amounts authorized by the provisions of the Monroe County
Code of Ordinances and Purchasing Policy deemed applicable by the County; payment will be
made periodically, but no more frequently than monthly. Expenses and documentation of work
performed shall be submitted by the Consultant and authorized by the County in writing with
backup documentation as required by the Clerk of Court. The Consultant shall submit to the County
invoices and receipts with supporting documentation acceptable to the Clerk of Court on a schedule
as set forth in the Contract or as thereafter provided for by administrative or Board-approved
amendment. The total dollar amount of this Contract shall not exceed $49,999.99 without prior
approval of the Monroe County Board of County Commissioners. Acceptability to the Clerk of
Court is based on generally accepted accounting principles and such laws, rules, and regulations as
may govern the Clerk's disbursal of funds. Invoices and receipts must be received within thirty (30)
days after expiration or termination of the Contract. 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 the County's fiscal year (October 1 - September 30) by the County's Board of
County Commissioners. The budgeted amount may only be modified by an affirmative act of the
County's Board of County Commissioners. The County's performance and obligation to pay under
this Contract is contingent upon an annual appropriation by the Board of County Commissioners
and the approval of the Board members at the time of Contract initiation.
SECTION VI. TERM. This Contract shall become legally effective as provided for at Section
II. above, and shall continue in effect until the services are deemed completed by the County or
terminated.
SECTION VII. TERMINATION. This Contract may be terminated by either party, with or
without cause, upon seven days' written notice to the other party. Compensation shall be paid to the
Consultant through the end of provision or services or for the seven (7) days, whichever is shorter.
The County may terminate this Contract for cause if the Consultant shall default in the
performance of any of its obligations under this Contract. Bases for default shall include, but is/are
not limited to, the occurrence of any one of the following events and same is not corrected to the
satisfaction of the County within fifteen (15) days after the County provides the Consultant with
written notice of said default.
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SECTION VIII. LIMITED AUTHORITY FOR COUNTY ADMINISTRATOR OR HIS
OR HER AUTHORIZED DESIGNEE TO EXECUTE ADMINISTRATIVE
AMENDMENTS. The County Administrator, or his or her authorized designee, may in limited
circumstance amend and modify this Contract by mutual written amendment without requiring an
antecedent affirmative vote by the Monroe County Board of County Commissioners. The
circumstances in which such administrative amendment(s) or modification(s) may be made are
strictly limited to (1) Clarifying, expanding, or narrowing the Scope of Services at Section III.
above, g) Correcting scrivener's errors or to make non-substantive de minimis revisions to the
Contract's form (e.g., re-numbering of the Contract, re-organization of its Sections, etc.), (3)
Updating and/or revising the Contract's substantive language setting forth Monroe County's
standard local, state, or federal contract requirements, and (4) Supplementing this Contract with
additional material provisions (i.e., adding additional Sections) which (a.) do not create or broaden
or increase the County's financial or legal covenants, duties,promises, or obligations, and which
also (b.) do not create or broaden or increase County liability or liability exposure, legal or
otherwise, with respect to any of the covenants, duties, promises, obligations, terms, or provisions
contained herein. No such administrative supplementation shall occur or will be deemed legally
sufficient or effective unless it satisfies both (4a.) and (4b.) of this paragraph. Any material
amendment or modification to this Contract which does not constitute any of the foregoing limited
circumstances in which such administrative amendment or modification may be had, is required to
be approved by the Monroe County Board of County Commissioners. In addition, all of the
foregoing limited circumstances in which such administrative modification may be had require the
mutual agreement of both the Consultant and the County Administrator or his or her authorized
designee. No such modification will be deemed legally sufficient or effective unless both the
Consultant and the County Administrator or his or her authorized designee so mutually approve and
execute in writing an authorized administrative amendment to this Contract.
SECTION IX. HOLD HARMLESS. The Consultant covenants and agrees to hold harmless
the County, and its officers and employees, from liabilities, damages, losses, and costs, including
but not limited to, all fines, suits, claims, demands, actions, costs, obligations, and attorney's fees,
or liability of any kind arising out of, related to, or in connection with allegations of negligence,
recklessness, or intentional wrongful conduct of the Consultant, or arising out of, related to, or in
connection with the willful non-performance of the Consultant. The Consultant shall be solely
responsible and answerable for any and all accidents or injuries to persons or property arising out of
its performance of the Contract. Should any claims be asserted against the County by virtue of any
work provided by the Consultant, the Consultant agrees and warrants that the County shall be held
harmless. The Consultant agrees that no charges or claims for damages shall be made by her for any
delays or hindrances attributable to the County, for whatever cause, during the progress of any
portion of the services specified in this Contract. The Consultant agrees that she shall not be entitled
to damages for delay. The Consultant shall be responsible for the completeness and accuracy of its
work and other documents prepared or compiled under its duties and obligations under this
Contract, and shall correct all errors or omissions which have been identified by the County. This
paragraph, and any and all portions thereof, shall survive the expiration or early termination of the
Contract.
SECTION X. BREACH OF TERMS BY CONSULTANT. The passing, approval, and/or
acceptance by the County of any defect in the services furnished by the Consultant, shall not operate
as a waiver by the County of strict compliance with the terms of this Agreement, and specifications
covering the services. Any Consultant's breach of this Contract shall be governed by the article(s)
herein governing termination for cause.
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SECTION XI. MAINTENANCE OF RECORDS. The Consultant shall comply with all
public records and records retention requirements mandated by Section 24, Article I, of the Florida
Constitution, and Chapter 119, Florida Statutes, and shall maintain and keep all books, documents,
and records directly pertinent to performance under this Contract as are necessary to document the
performance of this Contract and expenses as incurred and in accordance with generally accepted
accounting principles consistently applied. Records shall be retained for a period of 7 years from the
termination of this Contract or for a period of 3 years from the date of submission of the final
expenditure report in accordance with 2 CFR § 200.333, whichever is greater. 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. This Section and all portion(s) thereof shall survive any termination or expiration
of the Contract. Each party to this Contract or its authorized representatives shall have reasonable
and timely access to such records of each other party to this Contract during the term of the
Contract and for four years following the termination of this Contract.
The Consultant must comply with all Florida public records laws, including but not limited to
Chapter 119, Florida Statutes and Section 24, Article I, of the Florida Constitution. The County and
the 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 and in connection with this Contract and related to Contract
performance. The County shall have the right to unilaterally cancel this Contract upon violation of
this provision by the Consultant. Failure of the Consultant to abide by the terms of this provision
shall be deemed a material breach of this Contract. This Section and all portion(s) thereof shall
survive any termination or expiration of the Contract. This Section, neither in whole nor in part,
may be construed to forfeit or waive application of the Florida Public Records Act's provisions
pertaining to confidential exemptions or exemptions from disclosure or release, or application of
state or federal privacy laws, rules or regulations, or application of the attorney work product
doctrine and/or privilege, attorney-client privilege, or application of other related or similar
doctrines or privileges.
The Consultant is encouraged to consult with its advisors about Florida's public records laws in
order to comply with this provision. Pursuant to Section 119.0701, Florida Statutes, and the terms
and conditions of this contract, the Consultant is required to:
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
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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 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 Contract's maintenance of records and/or public access and public compliance
provisions, notwithstanding the County's option and right to unilaterally cancel this Contract upon
violation of said provision(s) by the Consultant. A CONTRACTOR who fails to provide the public
records to the County or pursuant to a valid public records request within a reasonable time may be
subject to penalties under Section 119.10, Florida Statutes.
The CONTRACTOR 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 CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470
BRADLEY-BRIAN(&,MONROECOUNTY-FL.GOV, MONROE
COUNTY ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY
WEST, FL 33040.
SECTION XII. COMPLIANCE WITH LAW. In providing all services pursuant to this
Contract, 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 Contract and shall entitle the County to terminate this Contract immediately upon delivery of
written notice of termination to the Consultant.
SECTION XIII. DISCLOSURE, CONFLICT OF INTEREST, AND CODE OF ETHICS.
(A)The Consultant represents that it, its directors,principals and employees, presently have no
interest and shall acquire no interest, either direct or indirect, which would conflict in any
manner with the performance of services required by this Agreement, as provided in Section
112.311, et. seq., Florida Statutes.
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(B)Upon execution of this Contract, and thereafter as changes may require,the Consultant shall
notify the County of any financial interest it may have in any and all contracts with Monroe
County.
(C)The 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.
(D)The Consultant is strictly prohibited from speaking with third-parties (i.e., natural or legal
persons other than individual staffpersons of the County) without prior written authorization
from the Monroe County Code Compliance Director or his or her designee.
SECTION XIV. NOTICE REQUIREMENTS. 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:
FOR COUNTY:
Monroe County Administrator and Monroe County and Monroe County Attorney
1100 Simonton Street Senior Director 1111 12th St., Suite 408
Key West, FL 33040 Code Compliance Department Key West, FL 33041
2798 Overseas Hwy.
Marathon, FL 33050
FOR CONSULTANT: At the e-mail and postage address which the Consultant furnishes in
writing, via electronic mail or via U.S. Postal Service certified mail, return receipt requested, to the
Monroe County Code Compliance Director.
SECTION XV. FINANCIAL RESPONSIBILITY. The Consultant shall not pledge the
County's credit or make it a guarantor of payment or surety for any contract, debt, obligation,
judgment, lien, or any form of indebtedness. The Consultant further warrants and represents that it
has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement.
SECTION XVI. MISCELLANEOUS. The Consultant warrants that she is authorized by
law to engage in the performance of the activities herein described, subject to the terms and
conditions set forth in this Contract. The Consultant shall at all times exercise independent,
professional judgment and shall assume professional responsibility for all the services to be
provided. The Consultant will advise the County promptly of all significant facts and developments
in any matter assigned to her so that the County may manage the matter effectively and make
informed decisions about strategy, tactics, settlement, scheduling, costs, and other related items.
Additionally, the Consultant may be required to submit, on a monthly basis, a case status and
progress report to be submitted to the County. The format of the report, if so required in writing by
the County, shall be in the form required by the Code Compliance Director and County Attorney.
The Consultant shall cooperate with the County and its representatives to promptly provide all
information pertinent to County requests or needs about the subject matter of this Contract or about
the subject matter encompassed by the foregoing Scope of Services. The Consultant should consult
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with the County about all opportunities for the County to save money or to make use of the
County's expertise to potentially render assistance to the Consultant. The County may also freely
elect to have personnel or facilities made available to the Consultant to reduce the expenses related
to the subject matter of this Contract. The Consultant is strictly prohibited from sharing or using any
information obtained from or on behalf of the County—including information obtained in
discussions with the County and its staff, and including work product prepared under this Contract
and/or at the County's expense—with or to any third-party outside of, with the exercise of
reasonable and professional judgment, appropriate County personnel/staff. The Consultant
understands that all files and work product prepared by the Consultant at the expense of the County
or in connection with this Contract is the property of the County. Without the County's prior written
approval, this work product may not be used by the Consultant nor disclosed by the Consultant to
others, except in the normal course of the Consultant's professional capacity for the County under
this Contract. The Consultant agrees that the County owns all rights, including copyrights,to
materials prepared by the County or by the Consultant on behalf of the County. The County and the
Consultant agree that if a dispute arises between them that neither shall be required to enter into
arbitration proceedings in connection with this Contract. The Consultant agrees that she cannot,
during the legal effectiveness of this Contract, enter into any agreement or contract of any kind with
any party, other than the County, for services in any way related to, in connection with, or
pertaining to any subject matter covered by this Contract or services rendered by the Consultant
thereunder.
1. No Successors or Assigns. The Consultant shall not assign or subcontract its obligations
under this Contract, except in writing and with the prior express written approval of the
County and consistent with the Contract, which approval shall be subject to such
conditions and provisions as the County may deem necessary. This provision governs
and prevails over any other provision addressing the issue of successors, assigns, or the
like; under no circumstance, except in writing and with the prior express written
approval of the County and consistent with the Contract, may the Consultant assign or
subcontract its duties or obligations under this Contract.
2. No Third-Party Beneficiaries.Nothing contained herein shall create any relationship,
contractual or otherwise, with or any rights in favor of, any third party.
3. Public Entities Crimes/Convicted Vendor. A person or affiliate who has been placed
on the convicted vendor list following a conviction for public entity crime may not
submit a bid on contracts to provide any goods or services to a public entity, may not
submit a bid on a contract with a public entity for the construction or repair of a public
building or public work, may not submit bids on leases of real property to 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.
4. By signing this Contract, the CONTRACTOR represents that the execution of this
Contract will not violate the Public Entity Crimes Act(Section 287.133, Florida
Statutes). Violation of this section shall result in termination of this Contract and
recovery of all monies paid hereto, and may result in debarment from COUNTY's
competitive procurement activities.
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5. In addition to the foregoing, the CONTRACTOR further represents that there has been
no determination, based on an audit, that it or any subcontractor has committed an act
defined by Section 287.133, Florida Statutes, as a"public entity crime" and that it has
not been formally charged with committing an act defined as a"public entity crime"
regardless of the amount of money involved or whether CONTRACTOR has been
placed on the convicted vendor list.
CONTRACTOR will/shall promptly notify the COUNTY if it or any
subcontractor or subconsultant is formally charged with an act defined as
a "public entity crime" or has been placed on the convicted vendor list.
6. Claims for Federal Aid. CONTRACTOR and COUNTY agree that each shall be, and
is, empowered to apply for, seek, and obtain federal and state funds to further the
purpose of this Contract; provided that all applications, requests, grant proposals, and
funding solicitations shall be approved by each party prior to submission.
7. Non-Discrimination. CONTRACTOR and COUNTY agree that there will be no
discrimination against any person, and it is expressly understood that upon a
determination by a court of competent jurisdiction that discrimination has occurred, this
Contract automatically terminates without any further action on the part of any party,
effective the date of the court order. CONTRACTOR or COUNTY agrees to comply
with all Federal and Florida statutes, and all local ordinances, as applicable, relating to
nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights
Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or
national origin; 2) Title 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
Contract.
8. No Solicitation/Payment. The CONTRACTOR and COUNTY warrant that, in respect
to itself, it has neither employed nor retained any company or person, other than a bona
fide employee working solely for it, to solicit or secure this Contract and that it has not
paid or agreed to pay any person, company, corporation, individual, or firm, other than a
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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 Contract.
For the breach or violation of the provision, the CONTRACTOR agrees that the
COUNTY shall have the right to terminate this Contract 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. Employees Subject to County Ordinance Nos. 010-1990 and 020-1990. The
CONTRACTOR warrants that it has not employed, retained or otherwise had act on its
behalf any former COUNTY officer or employee subject to the prohibition of Section 2
of Ordinance No. 010-1990 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 Contract without liability and may also, in its
discretion, deduct from the Contract or purchase price, or otherwise recover the full
amount of any fee, commission, percentage, gift, or consideration paid to the former
COUNTY officer or employee.
10. Covenant of No Interest. CONTRACTOR and COUNTY covenant that neither
presently has any interest, and shall not acquire any interest, which would conflict in any
manner or degree with its performance under this Contract, and that only interest of each
is to perform and receive benefits as recited in this Contract.
11. Federal Contract Requirements. 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. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part
60, all contracts that meet the definition of"federally assisted construction contract"
in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41
CFR 60-1.4(b).
B. Davis-Bacon Act, as Amended (40 U.S.C. 3141-3148). When required by Federal
program legislation, all prime construction contracts in excess of$2,000 awarded by
non-Federal entities must comply with the Davis-Bacon Act (40 U.S.C. 3141-3144,
and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part
5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed
and Assisted Construction"). In accordance with the statute, contractors must be
required to pay wages to laborers and mechanics at a rate not less than the prevailing
wages specified in a wage determination made by the Secretary of Labor. In
addition, contractors must be required to pay wages not less than once a week. The
COUNTY must place a copy of the current prevailing wage determination issued by
the Department of Labor in each solicitation. The decision to award a contract or
subcontract must be conditioned upon the acceptance of the wage determination. The
COUNTY must report all suspected or reported violations to the Federal awarding
agency. The contractors must also comply with the Copeland "Anti-Kickback"Act
(40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR
Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed
in Whole or in Part by Loans or Grants from the United States"). As required by the
Act, each contractor or subrecipient is prohibited from inducing, by any means, any
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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.
C. 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.
D. 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.
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 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.
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.
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G. Procurement of recovered materials as set forth in 2 CFR § 200.322.
H. 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.
I. Disadvantaged Business Enterprise (DBE) Policy and Obligation. It is the policy
of the COUNTY that DBE's, as defined in 49 C.F.R. Part 26, as amended, shall have
the opportunity to participate in the performance of contracts financed in whole or in
part with COUNTY funds under this Contract. The DBE requirements of applicable
federal and state laws and regulations apply to this Contract. The COUNTY and its
CONTRACTOR agree to ensure that DBE's have the opportunity to participate in
the performance of this Contract. In this regard, all recipients and contractors shall
take all necessary and reasonable steps in accordance with applicable federal and
state laws and regulations to ensure that the DBE's have the opportunity to compete
for and perform contracts. The COUNTY and the CONTRACTOR and
subcontractors shall not discriminate on the basis of race, color, national origin or
sex in the award and performance of contracts, entered pursuant to this Contract.
J. NRCS Regulations. NRCS administers the EWP program through the following
authorities:
• Section 216, Public Law 81-516 (33 U.S.C. Section 701b);
• Section 403 of Title IV of the Agricultural Credit Act of 1978, Public Law 95-
334; and
• Section 382, Title III, of the 1996 Farm Bill Public Law 104-127; and
• Codified rules for administration of the EWP program are set forth in 7 CFR 624.
SECTION XVII. NON-WAIVER OF IMMUNITY.Notwithstanding the provisions of
Section 768.28, Florida Statutes,the participation of the CONTRACTOR and the COUNTY in this
Contract 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.
SECTION XVIII. PRIVILEGES AND IMMUNITIES. All of the privileges and
immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief,
disability, workers' compensation, and other benefits which apply to the activity of officers, agents,
or employees of any public agents or employees of the COUNTY, when performing their respective
functions under this Contract within the territorial limits of the COUNTY shall apply to the same
degree and extent to the performance of such functions and duties of such officers, agents,
volunteers, or employees outside the territorial limits of the COUNTY.
SECTION XIX. LEGAL OBLIGATIONS AND RESPONSIBILITIES -NON-
DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES. This Contract is not
intended to, nor shall it be construed as, relieving any participating entity from any obligation or
responsibility imposed upon the entity by law except to the extent of actual and timely performance
thereof by any participating entity, in which case the performance may be offered in satisfaction of
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the obligation or responsibility. Further, this Contract 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 XX. NO PERSONAL LIABILITY.No covenant or agreement contained
herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of
Monroe County in his or her individual capacity, and no member, officer, agent or employee of
Monroe County shall be liable personally on this Contract or be subject to any personal liability or
accountability by reason of the execution of this Contract.
SECTION XXI. NON-RELIANCE BY THIRD-PARTIES.No person or entity shall be
entitled to rely upon the terms, or any of them, of this Contract to enforce or attempt to enforce any
third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and
the CONTRACTOR and the County agree that neither the CONTRACTOR nor the County 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 Contract separate and apart, inferior to, or superior to the community in general
or for the purposes contemplated in this Contract.
SECTION XXII. GOVERNING LAW,VENUE, INTERPRETATION, COSTS AND
FEES. This Contract shall be governed by and construed in accordance with the laws of the State of
Florida applicable to contracts made and to be performed entirely in the State. In the event that any
cause of action or administrative proceeding is instituted for the enforcement or interpretation of
this Contract, the County and CONTRACTOR agree that venue shall lie in the 16th Judicial Circuit,
Monroe County, Florida, in the appropriate court or before the appropriate administrative body.
This Contract shall not be subject to arbitration. Mediation proceedings initiated and conducted
pursuant to this Contract shall be in accordance with the Florida Rules of Civil Procedure and usual
and customary procedures required by the circuit court of Monroe County.
SECTION XXIII. ATTORNEY'S FEES AND COSTS. The County and CONTRACTOR
agree that in the event any cause of action or administrative proceeding is initiated or defended by
any party relative to the enforcement or interpretation of this Contract, each party shall bear its own
fees and costs.
SECTION XXIV. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. The
County and CONTRACTOR agree that all disputes and disagreements shall be attempted to be
resolved by meet and confer sessions between representatives of each of the parties. 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 Contract or by Florida law. This provision
does not negate or waive the preceding provisions of this Contract concerning termination or
cancellation. In the event any administrative or legal proceeding is instituted against either party
relating to the formation, execution, performance, or breach of this Contract, the County and
CONTRACTOR agree to participate, to the extent required by the other party, in all proceedings,
hearings, processes, meetings, and other activities related to the substance of this Contract or
provision of the services under this Contract. The County and CONTRACTOR again specifically
agree that no party to this Contract shall be required to enter into any arbitration proceedings related
to this Contract.
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SECTION XXV. SEVERABILITY. If any term, covenant, condition or provision of this
Contract(or the application thereof to any circumstance or person) shall be declared invalid or
unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants,
conditions and provisions of this Contract, shall not be affected thereby; and each remaining term,
covenant, condition and provision of this Contract 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 Contract would prevent the accomplishment of the original intent of this
Contract. The County and CONTRACTOR agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision.
SECTION XXVI. ATTESTATION AND TRUTH IN NEGOTIATION. The
CONTRACTOR agrees to execute such documents as County may reasonably require, including a
Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement.
Signature of this Contract by CONTRACTOR shall act as the execution of a truth in negotiation
certificate stating that wage rates and other factual unit costs supporting the compensation pursuant
to the Contract are accurate, complete, and current at the time of contracting. The original contract
price and any additions thereto shall be adjusted to exclude any significant sums by which the
agency determines the contract price was increased due to inaccurate, incomplete, or concurrent
wage rates and other factual unit costs. All such adjustments must be made within one year
following the end of the Contract.
SECTION XXVII. AUTHORITY; ENTIRE AGREEMENT; BINDING EFFECT;
SECTION HEADINGS; EXECUTION IN COUNTERPARTS. Each party represents and
warrants to the other that the execution, delivery and performance of this Contract have been duly
authorized by all necessary County and corporate action, as required by law. This Agreement
constitutes the entire Agreement between the County and the CONTRACTOR for the services
contemplated herein. Any amendments or revisions to this agreement must be in writing and be
executed in the same manner as this Agreement. The terms, covenants, conditions, and provisions
of this Contract shall bind and inure to the benefit of the County and CONTRACTOR Section
headings have been inserted in this Contract as a matter of convenience of reference only, and it is
agreed that such section headings are not a part of this Contract and will not be used in the
interpretation of any provision of this Contract. This Contract 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 Contract by
signing any such counterpart.
In Witness Whereof, the parties have executed this Contract as indicated below.
THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK
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Aric,--67 ) 4
r, 1 �� a BOARD OF COUNTY COMMISSIONERS OF
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" G K, CLERK MONR I E COUNTY, FLORIDA
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Deputy Clerk Miler
MONROE APPROVOU AS TO FORM
NTY EY
PETER MORRIS
ASSISTANT C UNTY ATTORNEY
Date:
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By: Ah 0/t Al /etP/e fe Signature: L
Witness (Print_ ` Name) Kathleen Windsor
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COUNTY OF �_
The foregoing instrument was acknowledged and attested before me this �, day of
vf , f, , 2019, by Kathleen Windsor who is personally known, to me or produced
as proof of identification and did take an oath.
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g+::!?% GABRIEIA HENRI
' . %,,re MY COMMISSION A GG 289890
-x�^ra EXPIRES:October 21,2022
! �'•;?¢F.;.R�R Bonded Thu Noisy Public Vndervrtltore
Notary Public Seal
1-0111
Pri t Name
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