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Item T7County of Monroe BOARD OF COUNTY COMMISSIONERS ,Q 73'r \ Mayor Sylvia Murphy, District 5 wu Mayor Pro Tern Danny Kolhage, District 1 The Florida Keys Michelle Coldiron, District 2 Heather Carruthers, District 3 David Rice, District 4 County Commission Meeting September 18, 2019 Agenda Item Number: T.7 Agenda Item Summary #6084 BULK ITEM: Yes DEPARTMENT: Code Compliance TIME APPROXIMATE: STAFF CONTACT: Christine Hurley (305) 292-4441 No AGENDA ITEM WORDING: Approval of Agreement for Code Compliance consulting services with Kathleen Windsor. ITEM BACKGROUND: Kathleen Windsor has announced her retirement from the County. Ms. Windsor has been a Code Compliance inspector for over 4 years and Senior Research Analyst for over 6 years. She is also a Certified Floodplain Manager. Ms. Windsor's knowledge and testimony may be needed from time to time to assist the County in the code compliance cases at the administrative level and in court. Under the agreement, Ms. Windsor would serve as a consultant to the County, including but not limited to consulting with the Code Compliance Director on work related issues, and may serve as a consultant and/or witness in connection with County code compliance cases and associated issues relevant to such cases, such as matters involving floodplain management and building permit and planning and environmental resources approval processes and procedures. PREVIOUS RELEVANT BOCC ACTION: N/A CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval. DOCUMENTATION: Contract for Consulting and Witness Services Between Monroe County and Kathleen Windsor REV 9 10 19 09/18/2019 Agreement FINANCIAL IMPACT: Effective Date: After both parties have approved, upon execution by Mayor. Expiration Date: Total Dollar Value of Contract: Total Cost to County: $175.00 per hour without duration but on an as -needed basis. Current Year Portion: Budgeted: Yes Source of Funds: Code Cost Center 60500; Other Contractual Services 530340 CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: Grant: County Match: Insurance Required: No. Additional Details: REVIEWED BY: If yes, amount: Peter Morris Completed Cynthia McPherson Completed Assistant County Administrator Christine Hurley 09/10/2019 5:00 PM Budget and Finance Completed Maria Slavik Completed Kathy Peters Completed Board of County Commissioners Completed 09/10/2019 4:51 PM 09/10/2019 4:57 PM Completed 09/11/2019 9:09 AM 09/11/2019 10:25 AM 09/11/2019 10:26 AM 09/18/2019 9:00 AM 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 1of14 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. 2of14 SECTION VIIL 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, Q 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.), 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 Ca.� do not create or broaden or increase the County's financial or legal covenants, duties, promises, or obligations, and which also kU 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 4�a.) and Ob.) 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. 3of14 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: (1) Keep and maintain public records that would be required by the COUNTY to perform the service. 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. 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. (44) 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 4of14 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. 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 a( ,,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. 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. 5of14 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. LQ 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. 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 12" 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 6of14 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. 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 'I'Iiird-PaE lencl`iciiii-ies. 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. 7of14 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 8of14 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 Count l)rdlnance 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. 0 10- 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 Req uirements. 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 Em to anent Q portunit . 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 40LI.S.C. 141- 1481. 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 9of14 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 Safe 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 orAgreement. reement. 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 2689 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-Eobb in Amendment 31. U.S.C. 13521. 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. 10 of 14 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 Polic 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 111, of the 1996 Farm Bill Public Law 104-127; and Codified rules for administration of the EWP program are set forth in 7 CFR 624. 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 11 of 14 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 16"' 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. 12 of 14 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 XXVIL 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 13 of 14 (SEAL) KEVIN MADOK, CLERK Deputy Clerk wo Witness (Print Name) Witness (Signature) STATE OF COUNTY OF BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Mayor MONROE COUNTY ATTORNEY APPRO! AS TO FORM �— PETER MORRI S ASSISTANT O UNTY ATTORNEY Date: Signature: Kathleen Windsor The foregoing instrument was acknowledged and attested before me this _ day of 2019, by Kathleen Windsor who is personally known to me or produced as proof of identification and did take an oath. Notary Public Seal Print Name 14 of 14