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08/20/2014 Agreement AMY HEAVILIN CPA ' CLERK OF CIRCUIT COURT & COMPTROLLER . �' roof COUNTY,FLORIDA .M DATE: October 1, 2019 TO: Christine Hurley, Director of Growth Management ATTN: Mayra Tezanos Executive Assistant FROM: Lindsey Ballard, D.Cji At the August 20, 2014, Board of County Commissioner's meeting the Board granted approval and authorized execution of Items: /02 Sole Source contract for the Trust for Public Lands (TPL) to identify options for purchasing or V financing future land acquisitions to support the County's conservation and growth management objectives and to develop a GIS based analysis tool to assist in determining Conservation Acquisition Priorities by assessing habit conditions and development constraints on each parcel. G7 /Addendum No. 1 to the contract with M.T. Causley, Inc. revising Exhibit B reducing the hourly rate for the Biologist services from $137.50 to $65.00. Enclosed is duplicate originals executed on behalf of Monroe County,for your handling. Should you have any questions,please feel free to contact me. cc: County Attorney(electronic copy) Finance (electronic copy) File • 500 Whitehead Street Suite 101,PO Box 1980,Key West,FL 33040 Phone:305-295-3130 Fax:305-295-3663 3117 Overseas Highway,Marathon,FL 33050 Phone:305-289-6027 Fax:305-289-6025 88820 Overseas Highway,Plantation Key,FL 33070 Phone:852-7145 Fox:305-852-7146 *- -• • BETWEEN THE TRUST FOR PUBLIC M; t MONROE TH AGREE ENT ("Contract/Agreement") is made and entered into this � D day of 2014, by Monroe County ("COUNTY"), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Suite 205, Key West, Florida 33040, and The Trust for Public Land, a California nonprofit public benefit corporation with its principal place of business at 101 Montgomery Street, Suite 900, San Francisco, CA 94104 ("CONSULTANT"). Section 1. SCOPE OF SERVICES The CONSULTANT shall do, perform and carry out in a professional and proper manner certain duties as described in the Scope of Services — Exhibit A — which is attached hereto and made a part of this Agreement. Section 2. COUNTY'S RESPONSIBILITIES 2.1 Designate in writing a person ("Contract Manager') with authority to act on the COUNTY'S behalf on all matters concerning the work product. 2.2 Coordinate with CONSULTANT as necessary for CONSULTANTS performance of the tasks in Exhibit A. Section 3. TIME OF COMPLETION The services to be rendered by the CONSULTANT shall be commenced upon written, including email, notice from the COUNTY, and the work shall be completed in accordance with the schedule mutually agreed to by the COUNTY and CONSULTANT as shown in Exhibit B, and shall be completed no later than March 31, 2015, unless it shall be modified in a signed document, by the mutual consent of the COUNTY and CONSULTANT. Subsequent services shall be performed in accordance with schedules of performance which shall be mutually agreed to by COUNTY and CONSULTANT. County, through its Growth Management Director, shall have the authority to amend the schedule. Section 4. COMPENSATION 4.1 The maximum compensation available to the CONSULTANT under this Agreement is based on the activities detailed in the Scope of Services. The COUNTY agrees to pay the CONSULTANT based on completion of work within the Scope of Services according to the deliverables detailed in the Scope of Services. 4.2 Compensation shall be paid by activity completed and deemed satisfactory by the Contract Manager. The additional services included in Task 8 on Exhibit A may be authorized by the Growth Management Division Director. 4.3 The total cost for providing the services contained in the Tasks 1 thru 7 is $42,360. Optional Task 8, would increase the total budget amount to $43,458. This budget includes all TPL staff and consultant costs, and other expenses. There shall be no reimbursable items. BOCC August 20.2014(fmal 2) Section 5. PAYMENT TO CONSULTANT 5.1 Payment will be made according to the Local Government Prompt Payment Act. Any request for payment must be in a form satisfactory to the County Clerk (Clerk). The request must describe in detail the services performed and the payment amount requested. The CONSULTANT must submit to the COUNTY Contract Manager, who will review the request. The Contract Manager shall note his/her approval on the request and forward it to the Clerk for payment. If request for payment is not approved, the Contract Manager must inform the CONSULTANT in writing that must include an explanation of the deficiency that caused the disapproval of the request. 5.2 CONSULTANT shall submit by activity as detailed in the Scope of Services. 5.3 Any extension of this contract into the County's next fiscal year is contingent upon an annual appropriation by Monroe County. Section 6. CONTRACT TERMINATION Either party may terminate this contract because of the failure of the other party to perform its material obligations under the Contract. COUNTY may terminate this contract for any reason upon fifteen (15) days written notice to the CONSULTANT. COUNTY shall pay CONSULTANT for work performed through the date of termination. Section 7. AUTHORIZATION OF WORK ASSIGNMENTS 7.1 All work assignments beyond or in addition to EXHIBIT "A" shall be authorized in writing and approved by the Board of County Commissioners. 7.2 There may be additional instructions or provisions specific to the authorized work in the Scope of Services for the purpose of clarifying certain aspects of this Agreement pertinent to the work to be undertaken. Such supplemental instruction or provisions shall not be construed as a modification of this Agreement. Authorizations shall be dated and serially numbered. 7.3 The CONSULTANT shall not assign, sublet or transfer any rights under or interest in (including, but not without limitations, moneys that may become due or moneys that are due) this Agreement or subsequent Work Assignment without the written consent of the COUNTY, except to the extent that any assignment, subletting, or transfer is mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to any assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. BOCC August 20,2014(final 2) Section 8. NOTICES All notices, requests and authorizations provided for herein shall be in a signed document and shall be hand delivered, or mailed, certified / registered / return receipt requested, or sent by courier service with a signed receipt, to the addresses as follows: To the COUNTY: Robert Shillinger, County Attorney 1111 12" Street Key West, FL 33040 And Roman Gastesi, County Administrator 1100 Simonton Street, Suite 205 Key West, Florida 33040 To the CONSULTANT: Brenda McClymonds 7900 Red Road Suite 26 South Miami, FL 33143 or addressed to either party at such other addresses as such party shall hereinafter furnish to the other party in writing. Each such notice, request, or authorization shall be deemed to have been duly given when so delivered by hand, courier service with proof of delivery, or, if mailed, when deposited in the mails, registered, postage paid, return receipt requested. Section 9. RECORDS CONSULTANT shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Upon ten (10) business days' written notice and during normal business hours, each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that moneys paid to CONSULTANT pursuant to this Agreement were spent for purposes not authorized by this Agreement, the CONSULTANT shall repay the funds. Any employee, consultant, sub - CONSULTANT or agent of COUNTY granted access to such records shall execute a non- disclosure Agreement prior to being granted such access. The preceding sentence shall not apply to the CONSULTANT's records to the extent such records are deemed Public Records pursuant to Chapter 119 of the Florida Statutes. BOCC August 20,2014(fuu12) Section 10. EMPLOYEES SUBJECT TO COUNTY ORDINANCE NOS. 010 AND 020-1990 The CONSULTANT warrants that it has not employed, retained or otherwise had act on its behalf, any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 020-1990. For breach or violation of this provision the COUNTY may, in its discretion, terminate this Agreement without liability and may also, In its discretion, deduct from the Agreement or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. Section 11. 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 a contract with a public entity for the construction or repair of a public building or public work, may not perform work as a CONSULTANT, supplier, subconsultant, or CONSULTANT under 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 2 for a period of 36 months from the date of being placed on the convicted vendor list. Section 12. GOVERNING LAW, VENUE, INTERPRETATION, COSTS AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the COUNTY and CONSULTANT agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. Section 13. SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONSULTANT agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. Section 14. ATTORNEY'S FEES AND COSTS The COUNTY and CONSULTANT agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of HOCC August 20,2014(final 2) this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. This Agreement is not subject to arbitration. Section 15. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONSULTANT and their respective legal representatives, successors, and assigns. Section 16. AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. Section 17. ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONSULTANT agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. Section 18. COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONSULTANT agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONSULTANT specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. Section 19. NONDISCRIMINATION COUNTY and CONSULTANT agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. COUNTY or CONSULTANT agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 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; Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; BOCC August 20,2014(final 2) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; The Drug Abuse Office and Treatment Act of 1972 (PL 92- 255), as amended, relating to nondiscrimination on the basis of drug abuse; 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; 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 patent records; Title Vill 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; 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; Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Section 20. COVENANT OF NO INTEREST COUNTY and CONSULTANT covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only Interest of each is to perform and receive benefits as recited in this Agreement. Section 21. CODE OF ETHICS COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Section 22. NO SOLICITATION/PAYMENT The COUNTY and CONSULTANT warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONSULTANT agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. Section 23. PUBLIC ACCESS The COUNTY and CONSULTANT shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and CONSULTANT in conjunction with this Agreement; and the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by CONSULTANT. Additionally, in accordance with Florida Statute Sec. 119.0701, CONSULTANT shall HOCC Auguat 20,2014(final 2) (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in chapter 119 Florida Statutes or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. Section 24. NON -WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768,28, Florida Statutes, the participation of the COUNTY and the CONSULTANT in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. Section 25. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall app)y 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 26. LEGAL OBLIGATIONS AND RESPONSIBILITIES Non -Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. Section 27. NON -RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and the CONSULTANT agree that neither the COUNTY nor the CONSULTANT 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 BOCC August 20,2014(final 2) individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. Section 28. ATTESTATIONS CONSULTANT agrees to execute such documents as the COUNTY may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. Section 29. NO PERSONAL LIABILITY No covenant or Agreement contained herein shall be deemed to be a covenant or Agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. Section 30. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Section 31. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. Section 32. INSURANCE POLICIES 32.1 General Insurance Requirements for CONSULTANTs and Subconsultants As a pre -requisite of the work governed, or the goods supplied under this contract (including the pre -staging of personnel and material), the CONSULTANT shall obtain, at his/her own expense, insurance as specified in any attached schedules, which are made part of this contract. The CONSULTANT will ensure that the insurance obtained will extend protection to all Subconsultants engaged by the CONSULTANT. As an alternative, the CONSULTANT may require all Subconsultants to obtain insurance consistent with the attached schedules. The CONSULTANT will not be permitted to commence work governed by this contract until satisfactory evidence of the required insurance has been furnished to the COUNTY as specified below. Delays in the commencement of work, resulting from the failure of the CONSULTANT to provide satisfactory evidence of the required insurance, shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work commenced on the specified date and time, except for the CONSULTANT's failure to provide satisfactory evidence. The CONSULTANT shall maintain the required insurance throughout the entire term of this contract and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has SOCC August 20,2014(final 2) been reinstated or replaced. Delays in the completion of work resulting from the failure of the CONSULTANT to maintain the required insurance shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for the CONSULTANTs failure to maintain the required insurance. The CONSULTANT shall provide, to the COUNTY, as satisfactory evidence of the required insurance, either. Certificate of Insurance or • A Certified copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non -renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the CONSULTANT's insurance shall not be construed as relieving the CONSULTANT from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation and Professional Liablity. 32.2INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN COUNTY AND CONSULTANT Prior to the commencement of work governed by this contract, the CONSULTANT shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Personal Injury Liability o Expanded Definition of Property Damage Products and Completed Operations • Blanket Contractual Liability The minimum limits acceptable shall be: $300,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $200,000 per Person $300,000 per Occurrence $200,000 Property Damage BOCC August 20,2014(fieel 2) An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. 32.3 VEHICLE LIABILITY INSURANCE REQUIREMENTS Recognizing that the work governed by this contract requires the use of vehicles, the CONSULTANT, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for: • Owned, Non -Owned, and Hired Vehicles The minimum limits acceptable shall be: $300,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $200,000 per Person $300,000 per Occurrence $200,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. 32.4 WORKERS' COMPENSATION INSURANCE REQUIREMENTS Prior to commencement of work governed by this contract, the CONSULTANT shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes. In addition, the CONSULTANT shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If the CONSULTANT has been approved by the Florida's Department of Labor as an authorized self -insurer, the COUNTY shall recognize and honor the CONSULTANT's status. The BOCC August 20,2014(fmal 2) CONSULTANT may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the CONSULTANTs Excess Insurance Program. If the CONSULTANT participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the CONSULTANT may be required to submit updated financial statements from the fund upon request from the County. Section 33. INDEMNIFICATION Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement, the CONSULTANT covenants and agrees that he shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and against (1) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (Ili) any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of CONSULTANT or any of its employees, agents, consultants in any tier or other invitees during the term of this Agreement, (B) the negligence or willful misconduct of CONSULTANT or any of its employees, agents, CONSULTANTs in any tier or other invitees, or (C) CONSULTANT's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or negligent acts in part or omissions of the COUNTY or any of its employees, agents, CONSULTANTs or invitees (other than CONSULTANT). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. In the event the completion of the project (including the work of others) is delayed or suspended as a result of the CONSULTANT's failure to purchase or maintain the required insurance, the CONSULTANT shall indemnify the County from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the CONSULTANT is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this Agreement. Notwithstanding anything in this contract to the contrary, the COUNTY agrees that CONSULTANT's total liability to the COUNTY for any and all damages whatsoever arising out of or in any way related to this Agreement from any cause, including but not limited to gross negligence, errors, omissions, strict liability, breach of contract or breach of warranty shall not, in the aggregate, exceed fees paid to CONSULTANT. The foregoing limitation shall not apply to (1) claims of infringement, or (2) claims of personal injury or damage to tangible property arising out of CONSULTANT's negligence or willful misconduct. In no event shall CONSULTANT be liable for special, indirect, incidental, economic, consequential or punitive damages, including but not limited to lost revenue, lost profits, BOCC August 20,2014(fine12) replacement goods, loss of technology rights or services, loss of data, or interruption or loss of use of software or any portion thereof regardless of the legal theory under which such damages are sought even if CONSULTANT has been advised of the likelihood of such damages, and notwithstanding any failure of essential purpose of any limited remedy. Section 34. INDEPENDENT CONTRACTOR At all times and for all purposes hereunder, the CONSULTANT is an independent CONTRACTOR and not an employee of the Board of County Commissioners. No statement contained in this Agreement shall be construed so as to find the CONSULTANT or any of his/her employees, contractors, sub -consultants, servants or agents to be employees of the Board of County Commissioners for Monroe County. As an independent contractor the CONSULTANT shall provide independent, professional judgment and comply with all federal, state, and local statutes, ordinances, rules and regulations applicable to the services to be provided. The CONSULTANT shall be responsible for the completeness and accuracy of its work, plan, supporting data, and other documents prepared or compiled under its obligation for this project, and shall correct at its own expense all significant errors or omissions therein which may be disclosed. The cost of the work necessary to correct those errors attributable to the CONSULTANT and any damage incurred by the COUNTY as a result of additional costs caused by such errors shall be chargeable to the CONSULTANT. This provision shall not apply to any maps, official records, contracts, or other data that may be provided by the COUNTY or other public or semi-public agencies. Section 36. DELAY The CONSULTANT agrees that no charges or claims for damages shall be made by it for any delays or hindrances attributable to the COUNTY during the progress of any portion of the services specified in this contract. If possible, such delays or hindrances, if any, shall be compensated for by the COUNTY by an extension of time for a reasonable period for the CONSULTANT to complete the work schedule. Such an Agreement shall be made between the parties based on funding availability. Section 36. EXHIBIT C EXHIBIT C is appended hereto as a response to questions posed to the CONSULTANT by COUNTY. If there is a change to personnel listed in item 2, CONSULTANT shall notify COUNTY. Replacement personnel shall have the same or equal qualifications. BALANCE OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE TO FOLLOW BOCC August 20,2014(final 2) IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on the day of 691%( 4' 2014. MONROE COUNTY MY HEAVILIN, CLERK �E COUNTY, FLORIDA De uty Clerk ane's'"s III / Print Name BOARD OF COUNTY COMMISSIONERS By M yor/Ch rman THE TRUST FOR PUBLIC LAND Signature rr Ray ChrAman, Division Director r STATE OF o t COUNTY OF v On this �°S day of5 M� 4 20 %IL' ,, before me, the undersigned notary public, personally appeared Ray a Christman Division Dhtor of The Trust for Public Land who states he is authorized to execute this document, and is known to me to be the person whose name is subscribed above or who produced as identification, and acknowledged that he is the person who executed the documenVabove for the purposes therein contained. Name My commission expires: KAgE7A5CLARM NoFulStatrgle My Comm s Dee 7, U15 BOCC August 20,2014(finW 2) Seal MONROE COU A( ATTORNEY APPFH �VED S TO FORM -..+-+-s_•-. %� .� tit Dete: 17 " /If ' Tux TWvvr/.Pveuc leKn C91.511nNG 94pe &OIL HO►LJ TPL GIS Analysis for Conservation Ac uisition Priorities in Monroe County, Florida of Conservation Finance Project Description Feasibility Research $6,000 The Trust for Public Land will complete a research report identifying and analyzing a range of options for increasing funding for acquisition including but not limited to sales tag, establishing a special taxing authority utilizing ad valorem tax, and other methods for Monroe County to fund land acquisition. TPL will examine and produce written documents outlining the legal framework, the revenue -raising capacity, fiscal impact to government budgets and taxpayers, and steps for implementation of these options. This research will provide a fact -based reference document to be used as a shared information source and frame of reference for Monroe County to evaluate the advantages and disadvantages of various financing mechanisms. e Conservation Vision Project Description TPL will conduct an analysis, using GIS, to assist Monroe County in developing a tiered classification system for the County's vacant private land. The analysis will determine Conservation Acquisition Priorities by assessing habitat conditions and development constraints on each parcel based on the following criteria: I. Wetland type, degree of disturbance (if known), and extent 2. Submerged land 3. TIP (Incidental Take Permit) for marsh rabbit habitat 4. Upland native habitat 5. Tier I, II, IIIA, III Assessments 6. Species Focus Areas 7. Species Focus Areas buffer areas 8. Florida Forever Project boundaries and Essential Parcels Remaining 9. CBRS areas 10. Sea Level Rise inundation levels 11. FEMA V zones 12. Canal frontage 13. Infrastructure facilities - paved roads, potable water, and electricity 14. Parcel size 15. Military base compatibility (including up to 10 compatibility subfactors) BOCC August 20 2014(tinel 2) Tut7kotrpPosuc L+xn I [a.sIFYIMa mwo rot vion TPL GIS Analysis for Conservation Acquisition Priorities in Monroe County, Florida Using the criteria listed above, parcels will be ranked to reflect Conservation Acquisition Priorities. The Trust for Public Land proposes to carry out this work for Monroe County according to the following tasks: The Trust for Public Land will work with Monroe County Planning and Environmental Resources staff to characterize each of the criteria listed above to determine best available data sources, and assessment methodologies for prioritizing the criteria. Data inventory, data sources, assessment methodologies, and prioritization strategies will be recorded in matrix format to be used as a blueprint for GIS analysis implementation. tables: • Draft criteria matrix with detailed data inventory, sources, methodologies, and prioritization strategies for each criterion listed above. Task 2 Data Transfer - S5,26 The Monroe County Planning and Environmental Resources Department will transfer digital GIS data in shapefile, geodatabase and/or raster format to The Trust for Public Land for the Conservation Acquisition Priorities analysis. Monroe County will provide TPL with: • A GIS parcel dataset containing approximately 8000 private vacant lands in unincorporated Monroe County, already extracted from the County's full parcel dataset. • GIS datasets sufficient to characterize and substantiate each of the criteria listed above, as detailed in the draft criteria matrix. Is Metadata for interpreting each of the GIS datasets provided. The Trust for Public Land will review and validate the data provided with respect to the methodologies and analysis strategies defined in the draft criteria matrix created in Task 1. Data preprocessing will be performed as required. The draft criteria matrix will be updated to reflect actual data formats and content a Refined criteria matrix detailing actual data transfer inventory with regard to the identified analysis criterion. The Trust for Public Land will provide digitization services for translating PDF or JPEG maps of Naval Air Station Key West (NASKD) restricted zones into GIS digital data formats, if GIS layers do not exist Monroe County Planning and Environmental Resources staff will provide guidance on interpreting Military Base Compatibility constraints and requirements. Deliverables: • GIS digital data for NASKW restricted zones, sufficient for incorporating into GIS conservation priorities analysis. BOCC August 20 2014(final 2) TPL GIS Analysis for Conservation Acquisition Priorities in Monroe County, Florida The Trust for Public Land will construct GIS conservation priorities models to assess habitat conditions and development constraints as outlined in the assessment criteria detailed in the criteria maths. Monroe County Planning and Environmental Resources staff will provide guidance on addressing data gaps and assigning confidence ratings, where existing datasets are insufficient to characterize the desired criteria. TPL will provide draft conservation priorities analysis results in GIS format for review and confirmation by Monroe County Planning and Environmental Resources staff. TPL will refine models as required based on feedback from Monroe County. Deliverables: • Draft conservation priorities analysis results in' GIS format for review and confirmation by Monroe County Planning and Environmental Resources staff. • Refined criteria matrix reflecting data gaps and assigned confidence ratings. Using the priority analysis model results above, The Trust for Public Land will digitally score each parcel record for the approximately 8000 private vacant lands in unincorporated Monroe County according to the assessment criteria. Monroe County Planning and Environmental Resources staff will assist TPL in developing an appropriate tiered classification system for parcel ranking and scoring. Deliverables • A GIS parcel shapefile of private vacant lands in unincorporated Monroe County with assessment and tiered classification results. Refined criteria matrix detailing tiered classification system used for parcel ranking and scoring. Task 6. Statistical Results Re op rtin' g - $4,275 The Trust for Public Land will prepare statistical results that surnrnarize number of private vacant properties within each classification tier. Monroe County Planning and Environmental Resources staff will provide guidance on format required for statistical results reporting. Deliverables: • Statistical report that summarizes number of private vacant properties within each classification tier. Task 7, Analysis Results Delivery - $476 • TPL will prepare an MS Excel workbook with assessment and tiered classification for each vacant parcel, to facilitate detailed review, sorting, query, of assessment results. Deliverables: • An MS Excel workbook with assessment and tiered classification results for each vacant parcel, to facilitate detailed review, sorting, query, of assessment results. • Final criteria matrix detailing data sources, analysis methodologies, and scoring rationale. BOCC August 20 2014(finW 2) nuThwTirPosue la w upm� o .404UMIro uia POOL rwni TPL GIS Analysis for Conservation Acquisition Priorities in Monroe County, Florida Task B. (Ojgdonall CIS Data -Driven Resort Template - $1098 If desired, The Trust for Public Land will assist Monroe County Planning and Environmental Resources staff in producing formatted, PDF property profile reports by creating a GIS data - driven report template for ArcGIS 10.1 for automated property report generation. Monroe County Planning and Environmental Resources staff will provide guidance on format required for the GIS report template. Deliverables• • A GIS data -driven report template for ArcGIS 10.1 for generating property -specific reports related to this assessment The total cost for providing the Conservation Finance Feasibility Research is $6,000. The total cost for providing the services contained in the Feasibility Research and Tasks 1 thru 7 is $42,360. Optional Task 8, would increase the total budget amount to $43,458. This budget includes all TPL staff and consultant costs, and other expenses. BOCC August 20 2014(final 2) res7SwtrjPusuc Lana rb roiuurira ►�eo roa rw►u TPL GIS Analysis for Conservation Ac uisition Priorities in Monroe County, Florida Schedule TPL►s proposed schedule for carrying out the services described above, assuming County Commission approval of this proposal in August 2014, is as follows: September 2014 — Conservation Finance Feasibility Research and Criteria Matrix Development and Data Transfer (Completion of Tasks 1 & 2) 2. October -December 2014 — Digitization of NASKW restricted zones and Criteria Analysis and Data Gaps Identification (Completion of Tasks 3 & 4) 3. January 2015 — Parcel Tagging, Scoring, and Classification (Completion of Tasks 5) 4. February 28, 2015 — Statistical Results Reporting, Analysis Results Delivery, and (Optional) GIS Data -Driven Report Template (Completion of Tasks 6, 7 & 8) 5. All tasks must be completed no later than March 31, 2015. BOCC August 20 2014(fina12) Exhibit C The Trust for Public Land Conservation Finance/Conservation Visioning Proposal for Monroe County, Florida 1. What is the name of the contracting entity? Will Monroe County be working with a separate entity within TPL? The contracting entity will be: The Trust for Public Land, a 501(c) (3) organization 2. What are the names of the people who will be working with Monroe County? Please provide bio or qualifications. The following TPL staff members will be working directly on the project, with assistance from additional staff members who work in research and support positions: Rav Christman, Sr. Vice President Mid -South Division Director Ray Christman has over 30 years of experience working in the fields of urban development, conservation, affordable housing and financial services. In this regard, he has served in senior level positions in the for -profit, non-profit, and governmental sectors. Ray began his career, after earning a Master's Degree in Urban and Regional Planning, with the Pittsburgh -based Western Pennsylvania Conservancy, one of the largest local land trusts in the country, working on land acquisition and land use policy. He subsequently worked for several Pittsburgh area not -for -profits that were involved in the redevelopment of Pittsburgh and its economy. Ray also served during the 1980s and 1990s as Executive Director of the Urban Redevelopment Authority of Pittsburgh, the City of Pittsburgh's development agency, and for four years as Secretary of Commerce for Pennsylvania in the administration of Governor Robert Casey. Ray spent nearly 15 years in the financial services sector working in the Federal Home Loan Bank system, first as Chairman of the Pittsburgh Federal Home Loan Bank and then as President and CEO of the Atlanta Federal Home Loan Bank. After retiring from the Home Loan Bank system in 2007, Ray returned to work related to consulting and non-profit management. He managed former Atlanta Mayor Shirley Franklin's major transit expansion initiative, and provided consulting services to a number of local and national non -profits. He served for two years as Director of the Livable Communities Coalition of Metro Atlanta, a consortium of more than 50 organizations whose mission is to advocate for and promote smart growth and sustainable development policies and practices. In 2011, Ray joined The Trust for Public Land as Senior Vice President and Division Director for the Mid -South Division. Ray has an undergraduate degree in Business from Florida State University and a Master's Degree in Urban and Regional Planning from the University of Pittsburgh. William W. Abberser, Director Conservation Finance Will is Director of TPL's national Conservation Finance Program, helping state and local governments and citizen groups throughout the United States gauge public support for open space and craft ballot and legislative measures that generate new sources of funding for land conservation. Will led TPL's efforts to secure legislative approval in 1999 of the Florida Forever Act, the nation's largest legislatively enacted state conservation land acquisition program. He was also actively involved in helping to design and win voter approval in 2008 for the Minnesota Clean Water, Land, and Legacy state constitutional amendment, the nation's largest land conservation ballot measure. He has been directly involved in more than seventy local and state land conservation ballot measures and numerous legislative campaigns. In his nineteen years with the Trust for Public Land, Will's responsibilities have also included serving as associate director for Conservation Finance in the eastern United States, directing Florida Programs for the Florida Office, directing the Conservation Services program for TPL's nine -state Southeast Region, and directing TPL's Southeast Land Trust program. Before coming to the Trust for Public Land, he served as Associate with World Wildlife Fund's Successful Communities Program in Washington, D.C.; Field Representative for the Successful Communities Program in Florida, in partnership with 1000 Friends of Florida; and Senior Cabinet Aide for environmental affairs in the Florida Treasurer's office. He is also a former employee of the natural resources unit of the Florida Governor's Office of Planning and Budgeting. Will received a Master's degree in Urban and Environmental Planning from the University of Virginia, School of Architecture, where he worked for the University's Institute for Environmental Negotiation, and a B.A. in English from Davidson College. Breece Robertson, National GIS Director Breece Robertson is the National Geographic Information Systems (GIS) Director for The Trust for Public Land. Ms. Robertson joined The Trust for Public Land in 2001 to create a comprehensive, coordinated GIS program for the national land conservation organization. Today she provides leadership for the trust's Enterprise GIS program that is the leading provider of "Land for People" science in the country. Ms. Robertson manages a cutting -edge team of GIS staff and consultants nationwide. The team works on projects ranging from city and county open space plans to multijurisdictional modeling efforts that cover a wide range of "Land for People" issues like park system analyses, health disparities, storm water management, climate change issues, wildlife protection, protecting clean drinking water and connecting communities. The Trust for Public Land's ConservationVision and GIS service weds community engagement to cutting -edge data and mapping technologies to help cities and communities create informed, forward -looking park and conservation plans. Esri, the world's leading manufacturer of geographic information system (GIS) technology, twice has honored our GIS service for innovation in helping communities meet park and conservation goals. In 2006, The Trust for Public Land was awarded the Esri Special Achievement in GIS award and in 2012, the "Making a Difference" award — a prestigious presidential award. Ms. Robertson presents at conferences annually around the country and is featured in and has authored many publications. Ms. Robertson graduated from Appalachian State University with a Masters degree in Geography and Planning. Brenda McClvmonds, Senior Program Director South Florida Brenda McClymonds joined The Trust for Public Land in 1991, and has worked on many of South Florida's signature conservation efforts, including preserving Snake Warrior's Island, the first Seminole settlement in South Florida, which is now a 53-acre park in Broward County, and leading the effort to save the Miami Circle, a 2000-year-old archaeological site at the mouth of the Miami River in downtown Miami. She launched the planning of the Miami River Greenway project in 1999, secured a $2.5 million grant from the Knight Foundation for the project, and used the private funds to leverage over $7 million in public funds for the construction of the greenway. Representing the Conservation Finance Program of TPL, Brenda spearheaded the passage of a $200 million bond referendum for parks in Miami -Dade County in 1996 and a successful $400 million parks and land preservation bond measure in Broward County, Florida in 2000. Brenda worked on additional successful conservation finance measures in South Florida, including in West Palm Beach and St. Lucie County. Beginning in 2004, Brenda served as the Director of Philanthropy for the Southern Division of The Trust for Public Land, leading the effort to restore 50 acres of City Park in New Orleans after Hurricane Katrina by raising $2.5 mullion in private funds to fund the design and construction of the beloved park. Beginning in January, 2012, she is re -focusing on South Florida as a Senior Urban Program Director. Brenda has a Juris Doctorate Degree from Nova University School of Law. 3. Current financial statement Attached in a pdf 4. Statement of type of corporation and where incorporated. Attached in a pdf 5. Names of current Officers and Directors: OFFICERS William B. Rogers, President and Chief Executive Officer Adrain Benepe, Senior Vice President and Director of City Park Development Margie Kim Bermeo, Senior Vice President and Chief Philanthropy Officer Ray Christman, Senior Vice President and Division Director Sean Connolly, Senior Vice President and Chief Marketing Officer Ernest Cook, Senior Vice President and Director of Conservation Strategies Jeff Danter, Senior Vice President and Division Director Kathy DeCoster, Vice President and Director of Federal Affairs M. Holly Haugh, Senior Vice President, General Counsel and Secretary Roger Hoesterey, Senior Vice President and Division Director Cynthia Scherer, Senior Vice President, Chief Financial Officer and Treasurer Brenda J. Schick, Vice President and Director of Conservation Transactions Barbara Smith, Vice President and Director of Human Resources Board of Directors Page Knudsen Cowles (Chair), Stephen W. Baird, George Bell, William J. Cronon, George P. Denny III, Douglas Durst, F. Whitney Hatch, Caroline P. Niemczyk, Michael E. Patterson, Thomas S. Reeve, Roy Richards, Jr., William B. Rogers (ex officio), Ron Sims, Sheryl Crockett Tishman, F. Jerome Tone, Susan D. Whiting. 6. Number of years in operation doing this scope of work. The Trust for Public Land was founded in 1972. While The Trust for Public Land worked on several earlier conservation measures, such as the campaign to preserve the Key West Bight, the Conservation Finance program was officially begun in 1996. 7. Within the last five years, has the corporation or any of its officers and directors been in litigation, been a party in a lawsuit, arbitration, mediation concerning similar services that are to be provided to Monroe County? No. 8. Are there any judgments, claims, arbitration proceedings or suits pending or outstanding against the entity, its principals or any entity previously owned, operated or directed by any of its officers, directors, etc. If yes, provide details. The Trust for Public Land: Litigation Summary — as of 11-5-13 Quinones v. SEN, The Trust for Public Land, etal (New York State Court) ❑ Personal injury case related to injury on a playground which TPL renovated. • In discovery phase. • Our counsel is planning to bring a Motion for Summary Judgment as soon as the Court allows. Rountree v. Bronx Land Trust, City of New York and The Trust for Public Land (New York State Court) ❑ , Claim of injury due to a fall in a community garden. At the time, the property was owned by TPL and licensed to the Bronx Land Trust. • In discovery phase. SOAL, etal v. County of Santa Cruz and Coast Dairies and Land Company (CDLC) (a supporting organization to The Trust for Public Land)(California State Court) • Suit brought against the County of Santa Cruz to require a coastal development permit (CDP) before CDLC divides its land to transfer a portion to the federal Bureau of Land Management, and for injunction against TPL/CDLC to prevent such land division and land transfer without a CDP • Several causes of action have been dismissed and the dismissals upheld by the appellate court. • On October 21, 2013, the judge ruled in favor of CDLC on the remaining cause of action related to the California Subdivision Map Act. 9. Has the entity failed to complete work pursuant to a contract of a similar nature. No. 10. Three customer references and telephone numbers: Joyce Shanahan City Manager City of Ormond Beach 22 S. Beach St. Ormond Beach, FL 32174 386-676-3200 ,Jgyce shanahan ormondbeach.om Patty Kennedy Executive Director Beaufort County Open Land Trust 1001 Bay Street P.O. Box 75 Beaufort, SC 29901 843-521-2175 pay. ttt_y_(aooeniandtrust com Peter Sordno Assistant Vice Chancellor Washington University In St. Louis Campus Box 1044 One Brookings Drive St. Louis, MO 63130 314-935-3986 psortina@wust.edu Respectfully submitted by: Ray Christman, Sr. Vice President