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Item T10
T.10" i�` CountCounty ��Monroe. ,y, ? "tr, BOARD OF COUNTY COMMISSIONERS y M T� \�1a� Mayor Michelle Coldiron,District 2 �1 1 nff `_ll Mayor Pro Tem David Rice,District 4 The Florida.Keys Craig Cates,District 1 Eddie Martinez,District 3 w Mike Forster,District 5 County Commission Meeting March 17, 2021 Agenda Item Number: T.10 Agenda Item Summary #7999 BULK ITEM: Yes DEPARTMENT: Airports TIME APPROXIMATE: STAFF CONTACT: Richard Strickland(305) 809-5200 N/A AGENDA ITEM WORDING: Approval of a Financial Advisor Consultant Services Agreement with Frasca & Associates, LLC for the Key West International Airport Concourse A and Terminal Improvements Program. Task Orders will be issued for services to be performed in accordance with Consultant's fee schedule. The Task Orders will be funded by FDOT EYW Planning Studies Contracts GOE77 and/or GIQ04, and/or Airport Operating Fund 404. ITEM BACKGROUND: Responses to the RFQ for Financial Advisor Services were opened by the Purchasing Department on February 23, 2021. The following three (3) firms responded: Frasca & Associates, LLC, PFM Financial Advisors, LLC and Estrada& Hinojosa Investment Bankers. The Selection Committee met in a publicly-noticed meeting on February 26, 2021, and announced the Selection Committee's scores and rankings of the respondents (Phase 1). On March 3, 2021, the three firms made presentations to the Selection Committee (Phase 2), and following thereafter, the Selection Committee met in a publicly-noticed meeting and announced the top-ranked firm as Frasca & Associates, LLC (see attachments for additional information. PREVIOUS RELEVANT BOCC ACTION: On October 21, 2020, the BOCC granted approval to advertise the RFQ for Financial Advisor Services for the Concourse A and Terminal Improvements Program. CONTRACT/AGREEMENT CHANGES: new agreement STAFF RECOMMENDATION: Approval. DOCUMENTATION: Bid Tabulation Sheet pdf Financial Advisor Selection committee 2.26.2021 Financial Advisor Selection committee 3.3.2021 KWIA - Frasca& Associates FA Services Packet Pg. 3410 T.10 FINANCIAL IMPACT: Effective Date: 3/17/2021 Expiration Date: 3/16/2024 [agreement includes two (2) one-year extension options] Total Dollar Value of Contract: Total Cost to County: -0- Current Year Portion: Budgeted: yes Source of Funds: FDOT EYW Planning Studies contracts GOE77 and/or GlQ04 and/or Airport Operating Fund 404 CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: If yes, amount: Grant: County Match: Insurance Required: Yes Additional Details: REVIEWED BY: Richard Strickland Completed 03/06/2021 11:41 AM Pedro Mercado Completed 03/08/2021 10:44 AM Purchasing Completed 03/08/2021 10:45 AM Budget and Finance Completed 03/09/2021 4:25 PM Maria Slavik Completed 03/09/2021 5:28 PM Liz Yongue Completed 03/09/2021 6:06 PM Board of County Commissioners Pending 03/17/2021 9:00 AM Packet Pg. 3411 ( JOSIAP ' 'a ' across as a - 9L AM jpd 49 y ogejnq p' :4u9wq3e44V N R O t r I- O' a d_ aC U N tC S a } } h z C D � o o -- GG O o o " GG m N U- s° ( ° Z > } 0 0 a a o O W W -0 Z M Q s cn L LLQ ( O W w Z W 0 m = o -0 WZQ � C7 � OQ Lu o o m2Q � � W L; -0 -3 m > O IX W Ix 4 W W Z L. `n W o Cy) a Ix Q O U m ►° o o N o Z > i U- L W N O E CLo > o U U o O J W ru > a) o � rn p U "a > v o 't7 z O O U a L Q W oZS c o ¢ ro Z ca z L `� m U LL cn u- _ c}i U ro � 66 N � O 5 Q J a L L } � L 4- H CL n r) } L m W } o u LL o Q V O 0 m � H v}im Key West International Airport Financial Advisor Services for Monroe County Key West International Airport Terminal Expansion Program Selection Committee Rankings 2.26.2021 0 T) Estrada Frasca& PFM Financial Hinojosa Assoc. Advisors Estrada Frasca& PFM Financial ns C.Crane l u- 0 R.Strickland �� ns B. Leto t TOTAL ,n Lj Average RANKING N ORDER `V cv w By ,.... ,,. By: By— baT4- Name: Cathy Crane Name: Richard Strickland Name: Beth Leto Title: Director of Veterans Affairs Title: Director of Airports Title: Deputy Dir.Airport Finance&Admin. 9 Date: February 26,2021 Date: February 26,2021 Date: February 26,2021 Packet Pg. 3413 Key West International Airport Financial Advisor Services for Monroe County Key West International Airport Terminal Expansion Program Selection Committee Rankings 2.26.2021 PF Estrada Frasca & Financial Hinojosa Assoc. Advisors Tab 1 y Max Points Executive Summary 5 Tab 2 Relevant Experience, References, Max Points Past Performance on Similar 25 Projects Tab 3 Staffing for Project and y Max Points Qualifications of Key Personnel 30 & Technology LO Tab 4 >- Max Points Approach to the Project Le 30 N N Tab 5 Max Points DBE 5 Tab 6 Financial Information Max Points and Litigation 5 Tab 7 Required County Forms pass/fail and Licenses TOTAL POINTS Name: Date: Packet Pg. 3414 Key West International Airport Financial Advisor Services for Monroe County Key West International Airport Terminal Expansion Program Selection Committee Rankings 2.26.2021 PFM Estrada Frasca & Financial Hinojosa Assoc. Advisors y Tab 1 0 Max Points Executive Summary 5 Tab 2 Relevant Experience, References, Max Points Past Performance on Similar 0 25 Projects y Tab 3 Staffing for Project and y Max Points Qualifications of Key Personnel 30 & TechnologyLO Tab 4 Max Points Approach to the Project 30 N N Tab 5 N Max Points DBE 5 Tab 6 U Financial Information Max Points and Litigation 5 U) 0 Tab 7 Required County Forms pass/fail and licenses 12 TOTAL POINTS Name: Date: Packet Pg. 3415 Key West International it r T �o•b Financial Advisor services for Monroe County Key West International Airport Terminal Expansion Program Selection Committee Rankings . . 1 EstradaPFM i i Hinojosa Assoc. Advisors Max Points Executive Summary Experience,Relevant Tab 2 Max Points Past Performance on Similar y . Projects25 y StaffingTab 3 Max Points Qualifications of Key Personnel , Technology Tab 4 Max Points Approach to the Project 30 Tab 5 Max N N Points DBE 5 Financial Infor i Max Points and Litigation Tab 7 Required . it andLicenses TOTAL POINTS Name: Date:. Packet Pg. 3416 I 13 1 '30 3s J - L MAM LZOZTT 0014!WWO3 U0143010S JOSIAPV ' 13 1 :4U8W 3B44 f+ U r O Cl) r I- O' a d ' aC � U Q a 66 r- U N 0 LL- N 41 L 0 M L L 41 Q fcc9 � m G 0 0.N c � ai hi CL m z H x W C C V y t G c m60 L a c .a °� ..� �� FO- ii Q O CL L W t: Q u p O inth ._ ._ c m oc wl ++ 4.0 N L O r + + C 4) E N W = :1 c w O +cu+ 3 O M u > M A v- C V L 0 cLi ++ Y C O C 1 `- co'A C u 4.0 7 N u i H OA p A U O N Lj L40 nn z ui N E v +�+ Y 0 ® C m +� m L a m co Z H a C J •� IA N 0 c y � e c a °- a ( a v N L N O `w H .' v c l� •L 0 N •V H � O � Q L L i� � 0 o E 3 a� m z F a L10.d Agreement for Financial Advisor Consultant Services Key West International Airport Terminal Expansion Program This Agreement ("Agreement") made and entered into this 17th day of March, 2021, by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 y Simonton Street, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as > "COUNTY," through the Monroe County Board of County Commissioners ("BOCC"), AND Frasca & Associates, LLC of the State of New York, NY whose address is 521 Madison Avenue, 7tn Floor, New York, NY 10022, its successors and assigns, hereinafter referred to as "CONSULTANT" or "CONTRACTOR", 06 y WITNESSETH: WHEREAS, COUNTY desires to employ the professional services of CONSULTANT to provide financial advisor services to the Key West International Airport for the Terminal Expansion LO Program, hereafter "Project" which shall include but not be limited to those tasks listed in the Scope of Services attached hereto as Exhibit "A", and �- WHEREAS, CONSULTANT has agreed to provide professional financial advisor services to the Key West International Airport; NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONSULTANT agree as follows: ARTICLE 1 y 1.1 TERM OF AGREEMENT 06 cu The term of this agreement commences March 17, 2021 and ends on March 16, 2024, with an y option for two (2) one-year extensions, which may be exercised at the sole discretion of the COUNTY. 1.2 REPRESENTATIONS AND WARRANTIES By executing this Agreement, CONSULTANT makes the following express representations and warranties to the COUNTY: 1.2.1 The CONSULTANT shall maintain all necessary licenses, permits or other authorizations necessary to act as CONSULTANT for the Project until the CONSULTANT's duties hereunder have been fully satisfied. 1.2.2 The CONSULTANT has become familiar with the Project and the conditions under which the financial advisor services will be completed. Packet Pg. 3418 L10.d 1.2.3 The CONSULTANT shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in verifying work completed and shall be in conformity and comply with all applicable law, codes and regulations. The CONSULTANT warrants that the documents prepared as a part of this Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information. 1.2.4 The CONSULTANT assumes full responsibility to the extent allowed by law with regards to his/her performance and those directly under his/her employ. 1.2.5 The CONSULTANT's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. In providing all services pursuant to this Agreement, 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 Agreement and shall entitle the Board to y terminate this contract immediately upon delivery of written notice of termination to the CONSULTANT. 1.2.6 At all times and for all purposes under this Agreement, the CONSULTANT is an independent contractor and not an employee of the Board of County Commissioners for Monroe County. LO No statement contained in this Agreement shall be construed so as to find the CONSULTANT or any of his/her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 1.2.7 The CONSULTANT shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this Agreement or with the provision of services or goods under this Agreement. ARTICLE II SCOPE OF BASIC SERVICES y 2.1 DEFINITION CONSULTANT's Scope of Basic Services are described in Exhibit"A." Prior to the onset of services to be performed, the CONSULTANT and the Airport will outline each task involved and establish a schedule for completing each task in a proposed work plan. The CONSULTANT will prepare a task order with a detailed description of the particular service or services to be authorized, with estimated time to complete the service(s), the CONSULTANT'S associated fee in accordance with CONSULTANT'S fee schedule attached here to as Exhibit "B" and upon execution by the County, the Airport will issue the fully-executed task order and/or a notice to proceed to CONSULTANT indicating approval of the work plan. CONSULTANT shall not commence work on any services provided for in this Agreement until his/her receipt of the fully-executed task order and/or a written Notice to Proceed from the COUNTY. The total fee for each Task Order shall be lump sum and billed to the COUNTY based on percentage of work completed. 2.2 CORRECTION OF ERRORS, OMISSIONS, DEFICIENCIES, AND CONFLICTS The CONSULTANT shall, without additional compensation, promptly correct any errors, omissions, deficiencies, or conflicts in the work product of the CONSULTANT or its subconsultants, or both. 2 Packet Pg. 3419 L10.d 2.3 NOTICE REQUIREMENT All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONSULTANT. Any notice required or permitted under this Agreement shall be in writing and hand delivered or mailed, postage pre-paid, to the COUNTY by certified mail, return receipt requested, to the following: Mr. Richard Strickland Director of Airports Monroe County T) 1100 Simonton Street, Room 2-216 Key West, Florida 33040 And: County Attorney's Office 1111 121h St., Suite 408 Key West, Florida 33040 For the CONSULTANT: 06 Kenneth Cushine 521 Madison Avenue, 71h Floor y New York, NY 10022 ARTICLE III ADDITIONAL SERVICES r 3.1 Additional services are services not included in the Scope of Basic Services. Should the COUNTY require additional services they shall be paid for by the COUNTY at rates or fees . negotiated at the time when services are required, but only if approved by the COUNTY W before commencement. 3.2 If Additional Services are required, the COUNTY shall issue a request describing the requested additional service(s)to the CONSULTANT. The CONSULTANT will prepare a task order with a detailed description of the particular additional service or services to be y authorized, with estimated time to complete the service(s), the CONSULTANT'S associated fee in accordance with CONSULTANT'S fee schedule attached here to as Exhibit "B" and 06 upon execution by the County, the Airport will issue the fully-executed task order and/or a y notice to proceed to the CONSULTANT indicating approval of the additional services. CONSULTANT shall not commence work on any additional service(s) provided for in this Agreement until his/her receipt of the fully-executed task order and/or a written Notice to Proceed from the COUNTY. The total fee for each Task Order shall be lump sum and billed to the COUNTY based on percentage of work completed. ARTICLE IV COUNTY'S RESPONSIBILITIES 4.1 The COUNTY shall designate a representative to act on the COUNTY's behalf with respect to the Project. The COUNTY or its representative shall render decisions in a timely manner pertaining to documents submitted by the CONSULTANT in order to avoid unreasonable delay in the orderly and sequential progress of the CONSULTANT'S services. 3 Packet Pg. 3420 L10.d 4.3 Prompt written notice shall be given by the COUNTY and its representative to the CONSULTANT if they become aware of any fault or defect in the Project or non-conformance with the Agreement Documents. Written notice shall be deemed to have been duly served if sent pursuant to paragraph 2.3. 4.4 The COUNTY shall furnish the required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONSULTANT'S services and work of the contractors. 0 4.5 The COUNTY's review of any documents prepared by the CONSULTANT or its T) subconsultants shall be solely for the purpose of determining whether such documents are generally consistent with the COUNTY's criteria, as, and if, modified. No review of such documents shall relieve the CONSULTANT of responsibility for the accuracy, adequacy, fitness, suitability or coordination of its work product. 4.6 The COUNTY shall provide copies of necessary documents required to complete the work. 4.7 Any information that may be of assistance to the CONSULTANT that the COUNTY has immediate access to will be provided as requested. ARTICLE V INDEMNIFICATION AND HOLD HARMLESS AND DEFENSE LO 5.1 The CONSULTANT covenants and agrees to indemnify and hold harmless COUNTY/Monroe County and Monroe County Board of County Commissioners, its officers and employees from liabilities, damages, losses and costs, including but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or 2 intentional wrongful conduct of the CONSULTANT, subcontractor(s) and other persons employed or utilized by the CONSULTANT in the performance of the contract. 5.2 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. Should y any claims be asserted against the COUNTY by virtue of any deficiency or ambiguity in the y plans and specifications provided by the CONSULTANT, the CONSULTANT agrees and 06 warrants that he/she shall hold the COUNTY harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the COUNTY's behalf. 5.3 In the event the completion of the project (to include 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 COUNTY from any and all increased expenses resulting from such delays. 5.4 The extent of liability is in no way limited to, reduced or lessened by the insurance requirements contained elsewhere within the Agreement. 5.5 This indemnification shall survive the expiration or early termination of the Agreement. 4 Packet Pg. 3421 L10.d ARTICLE VI PERSONNEL 6.1 PERSONNEL The CONSULTANT shall assign only qualified personnel to perform any service concerning the project. At the time of execution of this Agreement, the parties anticipate that the following named individuals and their titles will perform those functions as indicated in Exhibit "C" attached hereto. 0 So long as the individuals named above remain actively employed or retained by the CONSULTANT, > they shall perform the functions indicated next to their names. If they are replaced, the CONSULTANT shall notify the COUNTY of the change immediately. ARTICLE VII COMPENSATION 0 7.1 PAYMENT SUM 7.1.1 The COUNTY shall pay the CONSULTANT in U.S. Dollars with thirty days of following receipt y of CONSULTANT's invoice describing the performance of certain professional services as set forth in one or more task orders issued by the County and accepted by the Consultant LO based on the hourly rates outlined in Exhibit "B", or a Not to Exceed Amount negotiated at the time of performance. 7.2 PAYMENTS 7.2.1 For its assumption and performances of the duties, obligations and responsibilities set forth herein, the CONSULTANT shall be paid monthly. Payment will be made pursuant to the Local Government Prompt Payment Act, Sec. 218.70, Florida Statutes. (A) If the CONSULTANT's duties, obligations, and responsibilities are materially changed by amendment to this Agreement after execution of this Agreement, compensation due to the CONSULTANT shall be equitably adjusted, either upward or downward; y and 06 (B) As a condition precedent for any payment due under this Agreement, the CONSULTANT shall submit monthly, unless otherwise agreed in writing by the 2 COUNTY, a proper invoice to COUNTY requesting payment for services properly rendered. The CONSULTANT shall submit to COUNTY invoices with supporting documentation acceptable to the Clerk, on a MONTHLY schedule in arrears. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. (C) COUNTY'S performance and obligation to pay under this agreement, is contingent upon annual appropriation by the Board of County Commissioners. 7.3 REIMBURSABLE EXPENSES In addition to the hourly rates outline in Exhibit "B", any reimbursable expenses, travel, overhead and profit shall be included in the lump sum fee for each approved task order. 5 Packet Pg. 3422 L10.d 7.4 BUDGET 7.4.1 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 of each approved task order. ARTICLE VIII INSURANCE 8.1 The CONSULTANT shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the > project (to include 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. 8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better, that is licensed to do business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement v providing sixty (60) days' notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. 8.3 CONSULTANT shall obtain and maintain the following policies: LO A. Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Florida Statute Chap. 440. B. Employers Liability Insurance with limits of$1,000,000 per Accident, $1,000,000 Disease, policy limits, $1,000,000 Disease each employee. C. Comprehensive business automobile and vehicle liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including on-site and off-site operations, and owned, hired or non- owned vehicles, with $300,000 per occurrence, $200,000 per person, and $200,000 y property damage, or $300,000 Combined Single Limit y D. Commercial general liability, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of the CONSULTANT or any of its employees, agents, or subcontractors or subconsultants, including Premises and/or Operations, Products and Completed Operations, Independent Contractors, Broad Form Property Damage, and a Blanket Contractual Liability Endorsement with $1,000,000 Combined Single Limit. An Occurrence Form policy is preferred. If coverage is changed to or provided on a E 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 must extend for a minimum of forty-eight (48) months following the termination or expiration of this contract. E. Professional Liability Insurance which will respond to damages resulting from any claim arising out of the performance of professional services or any error or omission of the Contractor arising out of work governed by this contract with limits of $1,000,000 per Occurrence/$2,000,000 Aggregate. 6 Packet Pg. 3423 L10.d If coverage is provided on a claims-made basis, an extended claims reporting period of four (4) years will be required. F. COUNTY shall be named as an additional insured with respect to CONSULTANT's liabilities hereunder in insurance coverages identified in Paragraphs C and D. G. CONSULTANT shall require its subconsultants to be adequately insured at least to the limits prescribed above, and to any increased limits of CONSULTANT if so required by COUNTY during the term of this Agreement. COUNTY will not pay for increased limits of insurance for subconsultants. T H. CONSULTANT shall provide to the COUNTY certificates of insurance or a copy of all insurance policies including those naming the COUNTY as an additional insured. The COUNTY reserves the right to require a certified copy of such policies upon request. I. 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 y statements from the fund upon request from the COUNTY. ARTICLE IX MISCELLANEOUS LO 9.1 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of y 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. 9.2 COUNTY'S OWNERSHIP OF THE PROJECT DOCUMENTS The documents prepared by the CONSULTANT for this Project belong to the COUNTY and may be reproduced and copied without acknowledgement or permission of the CONSULTANT for use for this specific project. The documents, or the"architects instruments y of service" remain the intellectual property of the architect and cannot be utilized for any other project except the project specifically outlined in this agreement. . 06 9.3 SUCCESSORS AND ASSIGNS The CONSULTANT shall not assign or subcontract its obligations under this Agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and the CONSULTANT, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be 0) incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 9.4 NO THIRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 7 Packet Pg. 3424 L10.d 9.5 TERMINATION OR SUSPENSION The Contract may be terminated by the COUNTY as provided in Article 14 of the General Conditions. A. Termination for Cause and Remedies: In the event of breach of any contract terms, the COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate this agreement for cause with CONSULTANT should CONSULTANT fail to perform the y covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the COUNTY shall provide CONSULTANT with seventy-two (72) hours' notice and provide the CONSULTANT with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the COUNTY terminates this agreement with the CONSULTANT, COUNTY shall _ pay CONSULTANT the sum due the CONSULTANT under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract; however, the COUNTY reserves the right to assert and seek an offset for v damages caused by the breach. The maximum amount due to CONSULTANT shall not in 06 any event exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. LO B. Termination for Convenience: The COUNTY may terminate this Agreement for convenience, >_ at any time, upon sixty (60) days' notice to CONSULTANT. If the COUNTY terminates this agreement with the CONSULTANT, COUNTY shall pay CONSULTANT the sum due the CONSULTANT under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract. The maximum amount due to CONSULTANT shall not exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. c C. For Contracts of any amount, if the COUNTY determines that the CONSULTANT has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the COUNTY shall have the option of (1) terminating the Agreement after it has given the CONSULTANT written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. For Contracts of $1,000,000 or more, if the COUNTY determines that the CONSULTANT E submitted a false certification under Section 287.135(5), Florida Statutes, or if the CONSULTANT has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria, the COUNTY shall have the option of (1) terminating the Agreement after it has given the CONSULTANT written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 8 Packet Pg. 3425 L10.d 9.6 CONTRACT DOCUMENTS This contract consists of the Request for Qualifications, any addenda, the Form of Agreement (Articles I-IX), the CONSULTANT's response to the RFQ, the documents referred to in the Form of Agreement as a part of this Agreement, and attachments and modifications made after execution by written amendment. In the event of any conflict between any of the Contract documents, the one imposing the greater burden on the CONSULTANT will control. 9.7 PUBLIC ENTITIES CRIMES y 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 v Statutes, for CATEGORY TWO for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. By signing this Agreement, CONSULTANT represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of LO this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONSULTANT further represents that there has been no determination, based on an audit, that it or any subconsultant 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 CONSULTANT has been placed on the convicted vendor list. a CONSULTANT will promptly notify the COUNTY if it or any subcontractor or y subconsultant is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. 06 9.8 MAINTENANCE OF RECORDS CONSULTANT shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of seven years from the termination of this agreement or for a period of three years from the submission of the final expenditure report as per 2 CFR §200.333, whichever is greater. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for seven (7) years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONSULTANT pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONSULTANT, the CONSULTANT shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 9 Packet Pg. 3426 L10.d Right to Audit Availability of Records. The records of the parties to this Agreement relating to the Project, which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc.); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); backcharge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by Owner to substantiate charges related to this Agreement, and all other agreements, sources of T information and matters that may in Owner's reasonable judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any contract document (all foregoing hereinafter referred to as "Records") shall be open to inspection and subject to audit and/or reproduction by Owner's representative and/or agents of Owner. 9.9 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State 06 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 y interpretation of this Agreement, COUNTY and CONSULTANT agree that venue shall lie in the 161h Judicial Circuit, Monroe County, Florida, in the appropriate court or before the LO appropriate administrative body. This agreement shall not be subject to arbitration. 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 LU circuit court of Monroe County. 9.10 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 v permitted by law unless the enforcement of the remaining terms, covenants, conditions and 06 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. ' 9.11 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 this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, and court costs, as an award against the non-prevailing party, and shall include attorney's fees, and courts costs in appellate proceedings. 9.12 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. to Packet Pg. 3427 L10.d 9.13 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. 9.14 CLAIMS FOR FEDERAL OR STATE AID CONSULTANT 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 Agreement; provided that all T) applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 9.15 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. y If the issue or issues are still not resolved to the satisfaction of the parties, then any party 06 shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This provision does not negate or waive the provisions of paragraph 9.5 y concerning termination or cancellation. LO 9.16 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. 9.17 NONDISCRIMINATION The parties agree that there will be no discrimination against any person, and it is expressly 06 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. The parties 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: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352), which prohibits discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section E 504 of the Rehabilitation Act of 1973, as amended (20 USC § 794), which prohibits discrimination on the basis of handicaps; 4)The Age Discrimination Act of 1975, as amended (42 USC §§ 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, §§ 523 and 527 (42 USC §§ 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil ll Packet Pg. 3428 L10.d Rights Act of 1968 (42 USC §§ 3601 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 §§ 12101), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 0 During the performance of this Agreement, the CONSULTANT, in accordance with Equal T) Employment Opportunity(30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41 C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix II, ¶ C, agrees as follows: 0 1) The consultant will not discriminate against any employee or applicant for y employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, y without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: LO Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. 2) The consultant will, in all solicitations or advertisements for employees placed by or on behalf of the consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. 3) The consultant will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information ' of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an E investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the consultant's legal duty to furnish information. 4) The consultant will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the consultant's commitments under section 202 of 12 Packet Pg. 3429 L10.d Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5) The consultant will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 6) The consultant will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, T records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 7) In the event of the consultant's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may y be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed y and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise LO provided by law. 8) The CONSULTANT will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subconsultant or vendor. The CONSULTANT will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for non-compliance; provided, however, that in the event a consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such v direction by the administering agency the consultant may request the United States to enter into such litigation to protect the interests of the United States. 9.18 COVENANT OF NO INTEREST CONSULTANT 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 Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 9.19 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. 13 Packet Pg. 3430 L10.d 9.20 NO SOLICITATION/PAYMENT The CONSULTANT 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 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 T) full amount of such fee, commission, percentage, gift, or consideration. 9.21 PUBLIC ACCESS. CONSULTANT shall be referred to herein also as "CONTRACTOR" for this provision only: 0 Public Records Compliance. CONTRACTOR must comply with Florida public records y laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of 06 the Constitution of Florida. The COUNTY and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other y "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and CONTRACTOR LO in conjunction with this contract and related to contract performance. The COUNTY shall have the right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR. Failure of the CONTRACTOR to abide by the terms of this provision shall be deemed a material breach of this contract and the COUNTY may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The CONTRACTOR is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the CONTRACTOR is required to: (1) Keep and maintain public records that would be required by the COUNTY to perform v the service. 06 (2) Upon receipt from the COUNTY's custodian of records, provide the COUNTY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. ' (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the COUNTY. E (4) Upon completion of the contract, transfer, at no cost, to the COUNTY all public records in possession of the CONTRACTOR or keep and maintain public records that would be required by the COUNTY to perform the service. If the CONTRACTOR transfers all public records to the COUNTY upon completion of the contract, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the contract, the CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the COUNTY, upon 14 Packet Pg. 3431 L10.d request from the COUNTY's custodian of records, in a format that is compatible with the information technology systems of the COUNTY. (5) A request to inspect or copy public records relating to a COUNTY contract must be made directly to the COUNTY, but if the COUNTY does not possess the requested records, the COUNTY shall immediately notify the CONTRACTOR of the request, and the CONTRACTOR must provide the records to the COUNTY or allow the records to be inspected or copied within a reasonable time. If the CONTRACTOR does not comply with the COUNTY's request for records, the COUNTY shall enforce the public records contract provisions in accordance with the contract, T notwithstanding the COUNTY's option and right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR. 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 y by law. 06 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF y CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF LO PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470, PUBLICRECORDS(cDMONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12T" Street, SUITE 408, KEY WEST, FL 33040. 9.22 NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the ) CONSULTANT and the COUNTY 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. v 9.23 PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to ' the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 9.24 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 15 Packet Pg. 3432 L10.d 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. 9.25 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 CONSULTANT and the COUNTY agree that neither the CONSULTANT nor the COUNTY or any agent, officer, or employee of either shall T) have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 9.26 ATTESTATIONS AND TRUTH IN NEGOTIATION CONSULTANT agrees to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, a Drug-Free Workplace Statement and a Vendor Certification Regarding Scrutinized Companies Lists. Signature of y this Agreement by CONSULTANT shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation LO pursuant to the Agreement 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 (1) year following the end of the Agreement. 9.27 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 v execution of this Agreement. 9.28 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. 9.29 Disadvantaged Business Enterprise (DBE) Policy and Obligation - It is the policy of the COUNTY that DBE's, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with COUNTY funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The COUNTY and its CONSULTANT agree to ensure that DBE's have the opportunity to participate in the performance of this Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with 2 C.F.R. §200.321( as set forth in detail below), applicable federal and state laws and regulations to ensure that the DBE's have the opportunity to compete for and 16 Packet Pg. 3433 L10.d perform contracts. The COUNTY and the CONSULTANT and subconsultants shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Agreement. 2 C.F.R. § 200.321 CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN'S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS a. If the CONSULTANT with the funds authorized by this Agreement, seeks to subcontract goods or services, then, in accordance with 2 C.F.R. §200.321, the CONSULTANT shall take the following affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used T) whenever possible. b. Affirmative steps must include: 1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists; 2. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; 3. Dividing total requirements, when economically feasible, into smaller tasks or y quantities to permit maximum participation by small and minority businesses, and 06 women's business enterprises; 4. Establishing delivery schedules,where the requirement permits,which encourage y participation by small and minority businesses, and women's business enterprises; LO 5. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. 6. Requiring the Prime consultant, if subconsultant's are to be let, to take the affirmative steps listed in paragraph (1) through (5) of this section. 9.30 FEDERAL CONTRACT REQUIREMENTS The CONSULTANT and its sub-consultants must follow the provisions, as applicable, as set forth in 2 C.F.R. §200.326 Contract provisions and Appendix II to Part 200, as amended, including but not limited to: y 9.30.1 Clean Air Act (42 U.S.C. W401-7671 q.) and the Federal Water Pollution Control Act (33 U.S.C. ��1251-1387). Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. §§7401-7671 q) and the Federal Water Pollution Control Act as amended (33 U.S.C. §§1251-1387) and will report violations to FEMA and the Regional Office of the Environmental ' Protection Agency (EPA). The Clean Air Act (42 U.S.C. §§7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. §§1251-1387), as amended, applies to Contracts and subgrants of amounts in excess of$150,000. 9.30.2 Davis-Bacon Act, as amended (40 U.S.C. W141-3148). When required by Federal program legislation, which includes emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program and Transit Security Grant Program, all prime construction contracts in excess of$2,000 awarded by non-Federal entities must comply with the Davis-Bacon Act (40 U.S.C. §§31413144 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, 17 Packet Pg. 3434 L10.d CONTRACTORS must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, CONTRACTORS must be required to pay wages not less than once a week. If applicable, the COUNTY must place a 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. When required by Federal program legislation, which includes emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, T) Tribal Homeland Security Grant Program, Port Security Grant Program and Transit Security Grant Program (it does not apply to other FEMA grant and cooperative agreement programs, including the Public Assistance Program), the CONTRACTORS must also comply with the Copeland "Anti-Kickback"Act (40 U.S.C. §3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). As required by the Act, each y CONTRACTOR or subrecipient is prohibited from inducing, by any means, any 06 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 y must report all suspected or reported violations to the Federal awarding agency. i) The CONTRACTOR shall comply with 18 U.S.C. §874, 40 U.S.C. § 3145, and the LO requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. ii) Subcontracts. The CONTRACTOR or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime CONTRACTOR shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. iii) Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. §5.12. 9.30.3 Contract Work Hours and Safety Standards Act (40 U.S.C. �W01-3708). Where 06 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 forty (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 forty (40) hours in the work week. The requirements of E 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. 9.30.4 Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of"funding agreement" under 37 CFR§401.2 (a)and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit 18 Packet Pg. 3435 L10.d 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. 9.30.5 Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR §180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management(SAM), in accordance with the OM B T 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. The CONSULTANT, by administering each lower tier subcontract that exceeds $25,000 as a "covered transaction", must verify each lower tier participant of a "covered y transaction" under the project is not presently debarred or otherwise disqualified from participation in this federally assisted project. The successful bidder will accomplish this by: y 1. Checking the System for Award Management at website: http://www.sam.gov. LO 2. Collecting a certification statement similar to the Certification of Offerer /Bidder Regarding Debarment, above. 3. Inserting a clause or condition in the covered transaction with the lower tier contract. 9.30.6 Byrd Anti-Lobbying Amendment (31 U.S.C. M 352). 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 v 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. y 9.30.7 Compliance with Procurement of recovered materials as set forth in 2 CFR�200.322. ' CONTRACTOR must comply with section 6002 of the Solid Waste Disposal Act, as amendment by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designed in guidelines of the Environmental Protection Agency (EPA at 40 CPR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. (1) In the performance of this contract, the CONTRACTOR shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired (i) Competitively within a timeframe 19 Packet Pg. 3436 L10.d providing for compliance with the contract performance schedule; (ii) Meeting contract performance requirements; or (iii) At a reasonable price. (2) Information about this requirement, along with the list of EPA-designated items, is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. 9.30.8 Americans with Disabilities Act of 1990 (ADA), as amended. 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. T) 9.30.9 E-Verify. The CONTRACTOR shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the CONTRACTOR during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the y subcontractor during the Contract term. 06 9.30.10 Fraud and False or Fraudulent or Related Acts. The CONTRACTOR acknowledges y that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the CONTRACTOR'S actions pertaining to this contract. LO 9.30.11Prohibition on certain telecommunications and video surveillance services or equipment as set forth in 2 CFR � 200.216. Recipients and subrecipients and their LU W contractors and subcontractors may not obligate or expend any federal funds to (1) Procure or obtain; (2) Extend or renew a contract to procure or obtain; or (3) Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). v (i) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). ' (ii) Telecommunications or video surveillance services provided by such entities or using such equipment. (i) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director E of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. 9.30.12 Domestic preference for procurements as set forth in 2 CFR�200.322. The COUNTY and CONSULTANT should, to the great extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). These requirements of this section must be included in all 20 Packet Pg. 3437 L10.d subawards including contracts and purchase orders for work or products under federal award. For purposes of this section: (1) "Produced in the United States" means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. (2) "Manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. e 0 9.31 TEXTING WHEN DRIVING In accordance with Executive Order 13513, "Federal Leadership on Reducing Text Messaging While Driving", (10/1/2009) and DOT Order 3902.10, "Text Messaging While Driving", (12/30/2009), the Federal Aviation Administration encourages recipients of Federal grant funds to adopt and enforce safety policies that decrease crashes by distracted drivers, including policies to ban text messaging while driving when performing work related to a grant or subgrant. 06 y In support of this initiative, the Owner encourages the CONSULTANT to promote policies and initiatives for its employees and other work personnel that decrease crashes by y distracted drivers, including policies that ban text messaging while driving motor vehicles while performing work activities associated with the project. The Contractor must include the LO substance of this clause in all sub-tier contracts exceeding $3,500 that involve driving a motor vehicle in performance of work activities associated with the project. 9.32 UNCONTROLLABLE CIRCUMSTANCE Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c)war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of v the Project; (d) government order or law in the geographic area of the Project; (e) actions, 06 embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Project;(each, a "Uncontrollable Circumstance"). CONSUTLANT'S financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier ' actions or contract disputes will not excuse performance by CONSULTANT under this Section. CONSULTANT shall give County written notice within 7 days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. CONSULTANT shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The County will not pay additional cost as a result of an Uncontrollable Circumstance. The CONSULTANT may only seek a no cost Change Order for such reasonable time as the Owners Representative may determine. 21 Packet Pg. 3438 L10.d 9.33 MUTUAL REVIEW This agreement has been carefully reviewed by CONSULTANT and the COUNTY; therefore this agreement is not to be construed against either party on the basis of authorship. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. (SEAL) BOARD OF COUNTY COMMISSIONERS y Attest: KEVIN MADOK, Clerk OF MONROE COUNTY, FLORIDA By: By: Deputy Clerk Mayor/Chairman Date: Date: - 0 06 (Seal) Frasca &Associates, LLC Attest: Signature: Signature: LO Name: Name: Kenneth Cushine �- Title: Title: Principal Date: Date: March 4, 2021 NROE COUNTY ATTOnNEY A i IOY'E FORM06 y Pgl9 Q.�. O A9S99 U ATTORNEY Date 3/5/21 22 Packet Pg. 3439 L10.d EXHIBIT A SCOPE OF SERVICES A. Specified Services: 1. Develop Funding Plans and Produce Financial Projections. CONSULTANT will review and assist in maintaining an on-going Plan of Finance, including associated models, in conjunction with the Airport's Comprehensive Plan of Finance. The e plan will include sources and uses of funds, clearly defined assumptions used in A the plan, and an analysis of projects requiring capital funding, including incremental revenues and expenses derived from the projects in the plan. The plan will assess different types of financing (e.g., fixed/variable; taxable/taxable- exempt; direct/third � parry) for different projects and assess the overall mix of internal and external financing. "- 0 Funding sources will include, but are not limited to debt, third parry financing, y projections of passenger facility charges (PFCs) and Customer Facility Charges (CFC's), and projections of federal grants, including Transportation Security Administration (TSA) funding and other grants. In developing these funding plans the CONSULTANT will also become familiar with the rates and charges methodology "; LO and the operating and capital position of the Airport, and fully consider the implications, limitations, and latitudes of these methodologies. 2. Financial Guidance and Advice: CONSULTANT will evaluate the outstanding and projected indebtedness of the Airport, and prepare a debt capacity and affordability analysis. The analysis will recommend the threshold of debt that the Airport should ideally maintain and benchmarks against other airports existing and expected future debt plans The analysis will also review the existing and proposed Ut debt of the Airport and recommend actions for the Airport's consideration such as _ refunding strategies, methods and structures, defeasance strategies, synthetic debt products (including swaps and caps), the use of variable rate products and the costs benefits of bond issuance. CONSULTANT may be assisting in any associated financial presentation to the Airport Director, the Airport's Financial Team and the Monroe County Board of County Commissioners. This task also includes updating the Airport on current debt market conditions, reviewing presentations made by banks and underwriters and informing the Airport of innovative financial structures u used by other airports, if relevant. �t 3. Passenger Facility Charge and Grant Applications: Provide general support, assistance, and guidance with respect to passenger facility charge applications, competition plan updates,preparation of Federal Aviation Administration(FAA) grant applications, negotiation of a possible Letter of Intent, and assistance with any other federal or state funding programs. 4. Airline and Other Tenant Negotiations: When requested, the CONSULTANT shall < provide assistance to Airport in its negotiations with Airlines and other tenants. This assistance will include review of Airport financial requirements and options, evaluation of financial impacts of draft or proposed agreements, coordination with Airport's negotiation team, identification of strategy options, development of models and multiple scenarios, and when requested,presentations to the Airport. 23 Packet Pg. 3440 L10.d 2. Rating Agency, Investor and Bond Insurer Relations: CONSULTANT will assist the Airport in on-going maintenance of its relationships with rating agencies, investors and bond insurance companies. This work may include a series of information meetings which may include presentation on the Airport's capital improvement program, financing documents, the financial plan and general financial condition. This work scope will be outside the work scope required under the specific bond issue effort. 3. Special Analysis and Other Work: If needed and requested by the Airport, e CONSULTANT may perform other financial analyses and report its c recommendations, if any. The Airport may request CONSULTANT to: a. Advise the Airport on best practices in financial reporting; b. Review and analyze the Airport's investment, debt, capital, and derivative policies; C. Assist in selecting and evaluating investment advisor(s); "- d. Assist County officials with management of Airport Cash and 0 Interim Variable debt use where bond issues are not deemed appropriate or desired; e. Provide qualified persons from its staff to serve as expert witnesses in any judicial or administrative proceeding to which the Airport may be a party; `_ LO f. Other special projects and presentations as assigned that have business or financial impact on the Airport. Such services shall be performed in accordance with the direction of the Director of Airports. 4. Provide other assistance, advice and services to the Airport as may be appropriate in the role of the Financial Advisor. B.Debt Issuance Services: Coordination of Financing Team: In conjunction with the issuance of additional debt,provide the following services: _ 1. Assist Airport with development and evaluation of Requests for Proposals (RFP) or other materials required to organize the requisite Financing Team ("Team") consisting of, but not limited to, underwriters, Developers, Feasibility Consultant and paying agent and bond trustee. Types of financing may include,but are not limited to GARBS, special facility, Public Private Partnerships and variable rate bonds. Identify and assign roles and responsibilities of underwriters, trustee, registrar, paying u agent, insurers, consultants and other Team members to facilitate the financing. < Consultant shall take necessary action to ensure all members of the Team understand and perform their respective responsibilities. 2. Develop a project schedule for the debt issuance and update as events occur. 3. Assist and coordinate with Feasibility Consultant. 4. Prepare and assist with rating agency, Investor presentations and other presentations and information requests. C 5. Assist Airport and outside legal counsel in the development of the official statement, indentures, and other legal documents required with the financing program. 6. Provide analysis of the potential cost and benefits of municipal bond insurance, and provide recommendations as to whether or not the issue should be insured; and as appropriate, prepare and assist presentations to bond insurance companies. 24 Packet Pg. 3441 L10.d 7. Assist the Airport drafting the terms and conditions under which issued debt is purchased including, but not necessarily limited to: maturity schedules, covenants, redemption provisions, flow of funds, issuance expenses, costs, discount/premium and interest rates. 8. Take necessary actions to keep Airport staff informed of relevant developments in the credit markets. 9. Advise the Airport on the condition of the bond market and the optimum time for sale of the Bonds. Said advice will include volume and timing considerations, competing e offerings, and general economic considerations. 10. Provide the Airport with written assurance that the pricing of the bonds will give the Airport the lowest financing costs, including interest, based on the bond market at the time of issuance. 11. Advise the Airport as to the acceptance or rejection of the bids to purchase the bonds received at public sale, or the bond purchase agreement received from the "- investment bankers through a negotiated basis. 0 12. Assist, coordinate and supervise the closing details, including but not limited to: transcripts, bond printing, "CUSIP" numbers, delivery, transfer of funds, purchase of State and Local government securities (SLGs) in order to bring the financing to a prompt and successful conclusion 2 LO Prior to the onset of work to be performed, the selected Consultant and the Airport will outline each task involved and establish a schedule for completing each task in a proposed work plan. The Consultant will prepare a task order with a detailed description of the particular service or services to be authorized,with estimated time to complete the service(s) and associated fee and upon execution by the County, the Airport will issue a notice to proceed, indicating approval of the work plan. e( The Consultant will use its best efforts to ensure that each task in the work plan is - completed on time according to the agreed upon work schedule. 0 06 25 Packet Pg. 3442 L10.d EXHIBIT B CONSULTANT'S FEE SCHEDULE Title Hourly Rate Principal $400 Managing Director $350 Director $300 Vice President $250 Associate $200 Analyst $150 0 06 LO 0 06 26 Packet Pg. 3443 L10.d EXHIBIT C Consultant's Personnel and Titles Ken Cushine Dianne Miss Principal tirector irq • lead Project Manager • Co-Project Manager N • Day-to-Day Contact • Day-to-Day Contact .0 T Gas ayahn�han Robby Meador Sandy Kanu 1llarta{tt l}lrectok Vice President Senior Associate t8 • Strategic Financial Management • Financial Modeling and Structuring Financial Modeling and Deal and Planning Support 0 N a` m• to Juan Pittman Nora Richardson Matt Townsendy06 lvlanagtngL7irsetor Director Director UO • Registered • PFCSpecialistand Airline Negotiations PFC&Financial PFC&Financial InvestmentAdvisor Airline Negotiations and Rates and Reporting Consultant Reporting Consultant Charges LO MENU IRASCA.&ASSOCIATES,LLC N 12 U 0 N u7 06 U u7 U 27 Packet Pg. 3444 L10.d FINANCIAL ADVISOR SERVICES KEY WEST INTERNATIONAL AIRPORT LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE y 12 „ Frasca &Associates, LLC (Company) 0 warrants that he/she has not employed, retained or otherwise had act on his/her behalf any former y County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the 06 County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct y 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". LO (Signature) < ember of the Firm Date: February 22, 2021 12 STATE OF: New York y COUNTY OF: New York 06 Subscribed and sworn to (or affirmed) before me on February 22, 2021 (date) by Kenneth Cushine (name of affiant). He/She is personally known to me or has produced known to me as identification. (type of identification) NOTARY PUBLIC My commission expires: 12/31/2022 �ATRCIA I0AFriA htCltar nw York No.,fit? 1,, "u�S ,,� (' rliPieh 3 f rcr 'York€_,e Gv :; (Seal) 28 Packet Pg. 3445 L10.d FINANCIAL ADVISOR SERVICES KEY WEST INTERNATIONAL AIRPORT NON-COLLUSION AFFIDAVIT Kenneth Cushine of the city of New York according to law on my oath, and under penalty of perjury, depose and say that: 1. 1 am Kenneth Cushine of the firm of Frasca &Associates, LLC 0 the bidder making the Proposal for the project described in the Request for Qualifications for: Financial Advisor Services Key West International Airport Terminal Expansion Program .2 and that I executed the said proposal with full authority to do so: 2. The prices in this bid have been arrived at independently without collusion, consultation, communication, or agreement for the purpose of restricting competition, as to any matter y relating to such prices with any other bidder or with any competitor; 3. Unless otherwise required by law, the prices which have been quoted in this bid have not 06 been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder y prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and 4. No attempt has been made or will be made by the bidder to induce any other person, , partnership, or corporation to submit, or not to submit, a bid for the purpose of restricting LO competition; 5. The statements contained in this affidavit are true and correct, and made with full >- knowledge that Monroe County relies upon the truth of the statements contained in this y affidavit in awarding contracts for said project. February 22, 2021 0) (Signat a of Respondent) (Date) Member of the Firm v, STATE OF: New York COUNTY OF: New York 06 PERSONALLY APPEARED BEFORE ME, the undersigned authority, Kenneth Cushine y who, after first being sworn by me, Kenneth Cushine affixed his/her signature in the space provided above on this 22nd day of February 2021 NOTARY PUBLIC� My Commission Expires: 12/31/2022 P47RICIA 10101=!A NOTAR ,�nvr Work No � O. (Seal) c � MH,, �JKGCI�•P� . _ . 29 Packet Pg. 3446 L10.d FINANCIAL ADVISOR SERVICES KEY WEST INTERNATIONAL AIRPORT DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute, Sec. 287.087 hereby certifies that: Frasca &Associates, LLC (Name of Business) 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. y 2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under y bid a copy of the statement specified in subsection (1). 06 4. In the statement specified in subsection (1), notify the employees that, as a condition of working y on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere , to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United LO States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, for any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above y requirements. 06 Respond nt's Signature Member of the Firm February 22, 2021 Date NOTARY PUBLIC My Commission Expires: 12/31/2022 P47RICIA Iyg101F !A (Seal) No w yOrk o K �O. cep I 1 1�, x JK G CI,PPS 14,..1. 30 Packet Pg. 3447 L10.d FINANCIAL ADVISOR SERVICES KEY WEST INTERNATIONAL AIRPORT PUBLIC ENTITY CRIME STATEMENT "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 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 CONTRACTOR 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, Florida Statutes, for CATEGORY TWO for a period y of 36 months from the date of being placed on the convicted vendor list." I have read the above and state that neither Frasca &Associates, LLC (Proposer's name) nor any Affiliate has been placed on the convicted vendor list within the last thirty-six (36) months. 0 cn (Signature)< Member of the Firm Date: February 22, 2021 LO STATE OF: New York COUNTY OF: New York Subscribed and sworn to (or affirmed) before me on the 22nd day of February 2021 , by Kenneth Cushine (name of affiant). He/She is personally < known to me or has produced known to me (type of identification) 06 as identification. y My Commission Expires: 12/31/2022 NOTARY BLIC (SEAL) P47RICiA MAMA NOscr w York No ;K CPi ti n CJ v Y uktsc,i"y d-' 31 Packet Pg. 3448 L10.d FINANCIAL ADVISOR SERVICES KEY WEST INTERNATIONAL AIRPORT VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS Project Description(s): Financial Advisor Services Key West International Airport Terminal Expansion Program Respondent Vendor Name: Frasca &Associates, LLC Vendor FEIN- 13-3968183 Vendor's Authorized Representative Name and Title: Kenneth Cushine, Principal 0 Address: 521 Madison Avenue, 7th Floor City: New York State: New York Zip: 10022 Phone Number 212-355-4050 x102 Email Address: kcushine@frascallc.com Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering 0 into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal, the �+ company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a 06 company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or y services of$1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which were created LO pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified above >- in the Section entitled "Respondent Vendor Name" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the COUNTY may be terminated, at the option of the COUNTY, if the company is found to have submitted a false12 certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies y with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria. Certified By: Kenneth Cushine who is authorized to sign on behalf of the above referenced company. Authorized Signature: �- Member of the Firm Print Name: Kenneth Cushine Title: Principal Note: The List are available at the following Department of Management Services Site: http://www.dms.myfiorida.com/business operations/state purchasing/vendor information/convicted suspen ded discriminatory complaints vendor lists 32 Packet Pg. 3449 DATE(P T.10.d AC"R"® CERTIFICATE OF LIABILITY INSURANCE 03/04/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Radica Persaud NAME: Mogil Organization LLC A/CONNo Ext: (212)252-7100 A c,No): (212)252-7115 116 East 27th Street E-MAIL radicapersaud@mogil.com ADDRESS: 9th Floor INSURER(S)AFFORDING COVERAGE NAIC# ti7 New York NY 10016-8942 Hartford Underwriters Insurance Company26743 INSURERA: O INSURED INSURER B: Houston Casualty Co. 42374 =N Frasca&Associates,LLC INSURER C: 521 MADISON AVE FL 7 INSURER D: 7th Floor INSURER E: NEWYORK NY 10022 INSURER F COVERAGES CERTIFICATE NUMBER: 21-22 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS O CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, N EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. N INSR AUUL SUL3K POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS 06 X COMMERCIAL GENERAL LIABILITY 2,000,000 Approved Risk Manage EACH OCCURRENCE $ent DAM AGE TO RENTED U7 CLAIMS-MADE F OCCUR PREMISES Ea occurrence $ "000,000 MED EXP(Any one person) $ 10,000 A 10SBAAJNES 01/04/2021 01/04/2022 PERSONAL&ADV INJURY $ 2,000,000LO MOTHER LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 4,000,000 PRO-POLICY ❑ PRO LOC `' PRODUCTS-COMP/OP AGG $ 4'000'000 �- -: $ LU AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 N 3-4-2021 Ea accident ANYAUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED 10SBAAJNES 01/04/2021 01/04/2022 BODILY INJURY(Per accide nt) $ AUTOS ONLY AUTOS X HIRED �/ NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY X AUTOS ONLY Per accident LL X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 4,000,000 N A EXCESS LAB CLAIMS-MADE 10SBAAJNES 01/04/2021 01/04/2022 AGGREGATE $ 4,000,000 DED I X1 RETENTION $ 10,000 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ug ANY PROPRIETOR/PARTNER/EXECUTIVE ElNIA E.L.EACH ACCIDENT $ 06 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Each Claim $1,000,000 Professional Liability B H718-110878 01/11/2021 01/11/2022 Aggregate $3,000,000 Deductible $10,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Monroe County Board of County Commissioners is additional insured. U CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Monroe County Board of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street AUTHORIZED REPRESENTATIVE Key West FL 33040 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD packet Pg. 3450 ADDITIONAL COVERAGES T.10.d Ref# Description Coverage Code Form No. Edition Date Crime Coverage, Policy Number 596782833, Effective Date 4/13/2020-04/13/2021 Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $100,000 $2,500 Ref# Description Coverage Code Form No. Edition Date Cyber Liability Coverage, Policy Number 64192982, Effective Date 4/13/2020-2021 Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $2,000,000-Occ $2,000,000-Agg 0 Ref# Description Coverage Code Form No. Edition Date ut Employment Practices Liability, Policy#G46629528004, Effective Date 4/13/20-21 Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $1,000,000-Ag g $25,000 j Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium y 06 Ref# Description Coverage Code Form No. Edition Date Limit 1 it 2 Limit 3 Deductible Amount Deductible Type Premium , LO r Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 0 Ref# Description Coverage Code Form No. Edition Date 06 Limit 1 it 2 Limit 3 Deductible Amount Deductible Type Premium y Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium rOFADTLCV Copyright 2001,AMS Services,Inc. Packet Pg. 3451 AC"R" F��3/4/202110.d E(I CERTIFICATE OF LIABILITY INSURANCE Acct#: 2698881 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THE CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIEI BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEI REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on thi certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT 888-828-8365 Lockton Companies, LLC PHONE FAX 3657 Briarpark Dr., Suite 700 A/c No Ext: A/C No): E-MAIL Houston,TX 77042 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: indemnityInsurance Co.of North America 43575 0 INSURED M FRASCA&ASSOCIATES,LLC INSURER B: > 521 MADISON AVE FL 7 INSURER C: NEW YORK,NY 10022-4378 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIO1 INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI: O CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERM N EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD 06 COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ Approved Risk Management DAMAGE TO RENTED N CLAIMS-MADE OCCUR PREMISES Ea occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ E P' GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY D JECT D LOC 3-4-2021 PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ N Ea accident ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident UMBRELLA LAB OCCUR EACH OCCURRENCE $ N EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X PER OTH- N AND EMPLOYERS'LIABILITY Y/N STATUTE ER ug ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 A OFFICER/MEMBER EXCLUDED? N/A C68771572 10/1/2020 10/1/202106 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under cu DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 N DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) U CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFO THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVER IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE MONROE COUNTY BOARD OF COUNTY COMMISSIONERS 1100 SIMO STREET KEY KEY WEST,,FL FL 33040 cf 30,1— ©1988-2014 ACORD CORPORATION packet Pg. 3452 ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD