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10/13/2021 Agreement Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS LESS THAN$50,000.00 Contract with: TYEO Contract# Effective Date: Tgp Expiration Date: TBD Contract Purpose/Description: Thompson &Youngro,ss Engineering Consultants, LLC was used as a sub for Currie Sowards Aquila Architects, Incorporated on the Pigeon Key Fire Sprinkler project. Our Continuing Services contract with CSA has expired, and we need to pay an outstanding TYEC invoice. We also need to pay the final invoice once work is completed. This is TDC funded. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Jordan Salinger 05-570-9156 Project Management (Name) (Ext.) (Department/Stop #) CONTRACT COSTS Total Dollar Value of Contract: $ Current Year Portion: $ (must be less than$50,000) 15,000.00 (If multiyear agreement then 15,000.00 requires BOCC approval,unless the lolaal culnulatk e ninon tt is less 111an Budgeted? Yes❑✓ No❑ Account Codes 9- 9040 -53°3^°_ 5& Grant: $ 103,500.00 _-_-_-_- County Match: $ 0.00 _-_-_-_- ADDITIONAL COSTS Estimated Ongoing Costs: $_/yr For: Not included in dollar value above) (e.g. maintenance,utilities,janitorial, salaries,etc.) Insurance Required: YES F- NO 0 CONTRACT REVIEW Changes Date In Needed Reviewer Date In Department Head Yes❑No ✓❑ Judith Clarke, P.E. oa9'ea'0211..1007y10.5 26'-04'00' Joseph X. DiNovo DigitallysignedbyJosephX.UN— County Attorney YeS NO Date 20,1 10 07 11 16 15-04'00' Digitally sined MariaRisk Management Yes No❑✓ ��• s r, Date:2021.10.1213:30:341avil-04'00 1 0- 12-202 ✓ John Quinn t:Digitally021.10.12 John Quinn O.M.B./Purchasing Yes❑No❑ Date:2021.10.12 14:30:42-01 Comments: Revised BOCC 10/21/2020 Page 83 of 101 AGREEMENT FOR Construction Administration Engineering Services This Agreement ("Agreement") made and entered into this 13th day of October 2021 by and between Monroe County,a political subdivision of the State of Florida,whose address is 1100 Simonton Street, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "OWNER" or "COUNTY," through the Monroe County Board of County Commissioners (`BOCC"), AND Thompson & Youngross Engineering Consultants, LLC, a Limited Liability Company of the State of Florida, whose address is 902 Clint Moore Road, Suite 142; Boca Raton, Florida 33487, its successors and assigns, hereinafter referred to as "CONSULTANT", WITNESSETH: WHEREAS, on January 21, 2015, the COUNTY approved a Consultant Agreement for Professional Architectural and Engineering Services ("Professional Services Agreement")with Currie Sowards Aquila Architects, Incorporated, hereinafter referred to "CSA"; and WHEREAS, on December 21, 2015, the COUNTY and CSA entered into a Task Order for the design and permitting of the Pigeon Key Sprinkler System;and WHEREAS, pursuant to the Task Order executed on December 21, 2015, the CONSULTANT was utilized as a subconsultant of CSA to perform engineering services for the design through construction administration of the Pigeon Key Sprinkler System pursuant to the Article II, Subparagraph 2.13(d) of the Professional Services Agreement between the COUNTY and CSA executed on January 21, 2015;and WHEREAS, on January 21,2017,the Monroe County Tourist Development Council awarded the COUNTY a grant providing supplemental funds for the purpose of installing sprinklers in additional Pigeon Key Buildings; and WHEREAS, pursuant to the First Amendment to the December 21, 2015 Task Order between the COUNTY and CSA executed on June 7, 2017, the CONSULTANT was utilized as a subconsultant of CSA to perform engineering services for the design through construction administration of the Pigeon Key Sprinkler System pursuant to the Article II, Subparagraph 2.13(d) of the Professional Services Agreement between the COUNTY and CSA executed on January 21, 2015 relative to the installation of sprinklers in the additional Pigeon Key Buildings and funded through the grant awarded by the Monroe County Tourist Development Council to the COUNTY on January 21, 2017;and WHEREAS, on January 20, 2019,the Professional Services Agreement executed between the COUNTY and CSA terminated according to the terms thereof;and WHEREAS, between October 19,2020 and December 31, 2020, pursuant to the Task Order executed between the COUNTY and CSA on December 21, 2015 and the First Amendment to the December 21, 2015 Task Order between the COUNTY and CSA executed on June 7, 2017, the CONSULTANT completed a portion of the tasks identified therein and allocated to the CONSULTANT to be performed thereby;and WHEREAS,at the time the CONSULTANT performed the above services for the COUNTY pursuant to the Professional Services Agreement executed between the COUNTY and CSA, the CONSULTANT was unaware that said agreement had expired according to its terms;and WHEREAS, the parties agree that the CONSULTANT is entitled to be compensated for the engineering services provided to the COUNTY by the CONSULTANT pursuant to the Professional Services Agreement executed between the COUNTY and CSA; and WHEREAS, the parties agree that there remain engineering services to be performed relative to construction administration of the Pigeon Key Sprinkler System that would have been performed by the CONSULTANT pursuant the Professional Services Agreement executed between the COUNTY and CSA had said agreement not expired according to its terms; and WHEREAS,the COUNTY would incur additional expense to secure the engineering services performed by the CONSULTANT pursuant to the Professional Services Agreement executed between the COUNTY and CSA should such services have to be procured from another engineering firm;and WHEREAS, the CONSULTANT has provided and has agreed to continue to perform engineering services for the design through construction administration of the Pigeon Key Sprinkler System as previously identified in Article II, Subparagraph 2.13(d) of the Professional Services Agreement between the COUNTY and CSA executed on January 21, 2015 for such services where the total fee for such professional services do not exceed $15,000.00;and WHEREAS,the professional services required by this Contract will be for services in the form of a continuing contract, commencing on the effective date of this agreement (except for the services previously performed as identified herein) and ending four years thereafter, with options for the County to renew for one additional one-year period;and WHEREAS, specific services will be performed pursuant to individual task orders issued by the COUNTY and agreed to by the CONSULTANT. Task Orders will contain a specific scope of work, time schedule, charges and payment conditions and additional terms and conditions that are applicable to such Task Orders;and WHEREAS, the execution of a Task Order by the COUNTY and the CONSULTANT constitutes written authorization by the COUNTY to the CONSULTANT to proceed with the services described in the Task Order;and WHEREAS, the terms and conditions of this Agreement shall apply to each Task Order, except to the extent expressly modified. When a Task Order is to modify a provision of this Agreement, the Article of this Agreement to be modified will be specifically referenced in the Task Order and the modification shall be precisely described. 2 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, the COUNTY and the CONSULTANT agree as follows: ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES By executing this Agreement, the CONSULTANT makes the following express representations and warranties to the COUNTY: 1.1.1 The CONSULTANT shall maintain all necessary licenses, permits or other authorizations necessary to act as the CONSULTANT for the Project until the duties of the CONSULTANT hereunder have been fully satisfied. 1.1.2 The CONSULTANT has become familiar with the Project site and the local conditions under which the Work is to be completed. 1.1.3 The CONSULTANT shall prepare all documentation required by this Agreement in such a manner that it 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. 1.1.4 The CONSULTANT assumes full responsibility to the extent allowed by law with regard to its performance and those directly under its employ. 1.1.5 The services of the CONSULTANT 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 BOCC to terminate this contract immediately upon delivery of written notice of termination to the CONSULTANT. 1.1.6 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. 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. 1.1.7 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. 3 ARTICLE II SCOPE OF BASIC SERVICES 2.1 DEFINITION The Scope of Basic Services of the CONSULTANT shall consist of those described in Attachment A. The CONSULTANT will perform for the COUNTY services as described in individual task orders in accordance with the requirement outlined in this Agreement and the specific Task Order.The CONSULTANT shall commence work on the services provided for in this Agreement promptly upon its receipt of a written notice to proceed from the COUNTY. 2.2 CORRECTION OF ERRORS, OMISSIONS,DEFICIENCIES. 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. 2.3 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. Cary Knight. Director of Project Management Monroe County 1100 Simonton Street Rm 2-216 Key West,FL 33040 And: Mr. Roman Gastesi Monroe County Administrator 1100 Simonton Street, Room 2-205 Key West, Florida 33040 For the Consultant: n��m-- P ARTICLE III ADDITIONAL SERVICES 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 before commencement. 4 3.2 If Additional Services are required,the COUNTY shall issue a letter requesting and describing the requested services to the CONSULTANT.The CONSULTANT shall respond with a fee proposal to perform the requested services. Only after receiving an amendment to the Agreement and a notice to proceed from the COUNTY, shall the CONSULTANT proceed with the Additional Services. ARTICLE IV COUNTY RESPONSIBILITIES 4.1 The COUNTY shall provide full information regarding requirements for the Project including physical location of work, county-maintained roads and maps. 4.2 The COUNTY shall designate a representative to act on behalf of the COUNTY 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 services provided by the CONSULTANT. 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 services performed by the CONSULTANT and the work of the contractors. 4.5 The COUNTY's review of any documents prepared by the CONSULTANT or its subconsultants shall be solely for the purpose of determining whether such documents are generally consistentwith the criteria of the COUNTY,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 to which the COUNTY has immediate access will be provided as requested. ARTICLE V INDEMNIFICATION AND HOLD HARMLESS AND DEFENSE 5.1 The CONSULTANT covenants and agrees to indemnify and hold harmless 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 intentional wrongful conduct of the CONSULTANT, subcontractor(s) and other persons employed or utilized by the CONSULTANT in the performance of the contract. 5 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 any claims be asserted against the COUNTY by virtue of any deficiency or ambiguity in the plans and specifications provided by the CONSULTANT, the CONSULTANT agrees and warrants that it shall hold the COUNTY harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on behalf of the COUNTY. 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 failure of the CONSULTANT to purchase or maintain the required insurance, the CONSULTANT shall indemnify the COUNTY from any and all increased expenses resulting from such delays. Should any claims be asserted against the COUNTY by virtue of any deficiencies or ambiguity in the plans and specifications provided by the CONSULTANT, the CONSULTANT agrees and warrants that the CONSULTANT shall hold the COUNTY harmless and shall indemnify it from all losses occurring thereby and shall further defend any claims or action on behalf of the COUNTY. 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. 5.6 FDEM Indemnification To the fullest extent permitted by law,the CONSULTANT shall indemnify and hold harmless the Agency,the State of Florida,Department of Emergency Management,and its officers and employees,from liabilities,damages,losses and costs,including,but not limited to,reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the CONSULTANT and persons employed or utilized by the CONSULTANT in the performance of this Contract. This indemnification shall survive the termination of this Contract. Nothing contained in this paragraph is intended to nor shall it constitute a waiver of the sovereign immunity afforded the State of Florida and the COUNTY. 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 will perform those functions as indicated: NAME FUNCTION 6 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 7.1 PAYMENT SUM 7.1.1 The COUNTY shall pay the CONSULTANT monthly in current funds for the performance of this Agreement by the CONSULTANT based on the hourly rates outlined in Attachment 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, Section 218.70, Florida Statutes. (A) If the duties, obligations and responsibilities of the CONSULTANT 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. (B) As a condition precedent for any payment due under this Agreement, the CONSULTANT shall submit monthly, unless otherwise agreed in writing by the COUNTY, a proper invoice to the COUNTY requesting payment for services properly rendered and reimbursable expenses due hereunder. The invoice submitted by the CONSULTANT shall describe with reasonable particularity the service rendered. The invoice submitted by the CONSULTANT shall be accompanied by such documentation or data in support of expenses for which payment is sought as the COUNTY may require. 7.3 REIMBURSABLE EXPENSES Allowable reimbursable expenses will be separately identified in each task order and are subject to the maximum allowable contract amount. Travel expense reimbursements are subject to the limitations of Section 112.061, Florida Statutes and the Monroe County Code of Ordinances. 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 budgeted for this contract in each fiscal year (October 1 - September 30) by the Monroe County Board of County Commissioners. The budgeted amount may only be modified by an affirmative act of the Monroe County Board of County Commissioners. 7 7.4.2 The performance and obligation to pay by the COUNTY under this Agreement is contingent upon an annual appropriation by the Monroe County Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. 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 failure of the CONSULTANT 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 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 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 The CONSULTANT shall obtain and maintain the following policies: A. Workers'Compensation insurance as required by the State of Florida,sufficient to respond to Florida Statute 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 onsite and offsite operations,and owned,hired or non-owned vehicles, with $300,000 per occurrence, $200,000 per person, and $200,000 property damage, or$300,000 Combined Single Limit 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 Claims Made policy,its provisions should include coverage for claims filed on or after the effective date of this contract. In addition,the period forwhich claims may be reported must extend for a minimum of 48 months following the termination or expiration of this contract. E. Engineers Errors and Omissions insurance of$1,000,000 per occurrence and $3,000,000 annual aggregate. If the policy is a "claims made" policy, the CONSULTANT shall maintain coverage or purchase a "tail" to cover claims made after completion of the project to cover the statutory time limits in Chapter 95 of the Florida Statutes. 8 F. The COUNTY shall be named as an additional insured with respect to the liabilities of the CONSULTANT hereunder in insurance coverages identified in Paragraphs C and D. G. The CONSULTANT shall require its subconsultants to be adequately insured at least to the limits prescribed above and to any increased limits of the CONSULTANT, if so required by the COUNTY, during the term of this Agreement. The COUNTY will not pay for increased limits of insurance for subconsultants. H. The 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 statements from the fund upon request from the COUNTY. ARTICLE IX MISCELLANEOUS 9.1 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience for 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 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. 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 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. 9 9.5 TERMINATION OR SUSPENSION A. In the event that the CONSULTANT shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after five days written notification to the CONSULTANT. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty (60) days written notice of its intention to do so. C. 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 the CONSULTANT should the CONSULTANT fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the COUNTY shall provide the 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 Agreementwill be terminated for cause. If the COUNTY terminates this agreement with the CONSULTANT, the COUNTY shall pay the CONSULTANT the sum due the CONSULTANT under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract. However, the COUNTY reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to the CONSULTANT shall not in any event exceed the spending cap in this Agreement. In addition,the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. D. Termination for Convenience: The COUNTY may terminate this Agreement for convenience, at any time, upon sixty (60) days' notice to the CONSULTANT. If the COUNTY terminates this agreement with the CONSULTANT, the COUNTY shall pay the 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 the 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. E. Scrutinized Companies: For Contracts of any amount, if the COUNTY determines that the CONSULTANT has submitted a false certification under Subsection 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 Subsection 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Subsection 287.135(4), Florida Statutes, are met. 10 For Contracts of $1,000,000 or more, if the COUNTY determines that the CONSULTANT submitted a false certification under Subsection 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 Subsection 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Subsection 287.135(4), Florida Statutes, are met 9.6 CONTRACT DOCUMENTS This contract consists of this Agreement,the attachments hereto and any 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 A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity,may not be awarded or perform work as a contractor, supplier,subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, the CONSULTANT represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of 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, the 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 the CONSULTANT has been placed on the convicted vendor list. The CONSULTANT will promptly notify the COUNTY if it or any subcontractor or subconsultant is formally charged with an act defined as a"public entity crime"or has been placed on the convicted vendor list. 11 9.8 MAINTENANCE OF RECORDS The 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 five years from the termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the COUNTY or the Clerk determines that monies paid to the 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 Section 55.03, Florida Statutes, running from the date the monies were paid by the COUNTY. 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; estimatingwork 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 the COUNTY or the Monroe County Office of the Clerk of Court and Comptroller (hereinafter referred to as "County Clerk") to substantiate charges related to this Agreement, and all other agreements, sources of information and matters that may in the COUNTY's or the County Clerk'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 the COUNTY's representative and/or agents of the County Clerk. The COUNTY or County Clerk may also conduct verifications such as, but not limited to, counting employees at the job site,witnessing the distribution of payroll, verifying payroll computations, overhead computations, observing vendor and supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmations with employees, Subcontractors, suppliers, and contractors' representatives. All records shall be kept for ten (10) years after Final Completion.The County Clerk possesses the independent authority to conduct an audit of records, assets, and activities relating to this Project. If any auditor employed by the COUNTY or the County Clerk determines that monies paid to the CONSULTANT pursuant to this Agreement were spent for purposes not authorized by this Agreement, the CONSULTANT shall repay the monies together with interest calculated pursuant to Section 53.03, Florida Statutes running from the date the monies were paid to the CONSULTANT. The right to audit provisions survive the termination or expiration of this Agreement. 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 of Florida applicable to contracts made and to be performed entirely in the State. In the event 12 that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the COUNTY and the CONSULTANT agree that venue shall lie in the 16"'Judicial Circuit,Monroe County, Florida,in the appropriate court or before the 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 the usual and customary procedures required by the 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 permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and the 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 the 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 court 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 the CONSULTANT and their respective legal representatives, successors, and assigns. 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 The CONSULTANT and the 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. Any conditions imposed as a result of the funding that affect the Agreement will be provided to each party. 13 9.15 ADJUDICATION OF DISPUTES OR DISAGREEMENTS The COUNTY and the CONSULTANT agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This provision does not negate or waive the provisions of Paragraph 9.5 concerning termination or cancellation. 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, the COUNTY and the 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. The COUNTY and the 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/EQUAL EMPLOYMENT OPPORTUNITY The parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. 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 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 patient records; 8) Title VIII of the Civil 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 Note), as may be 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. 14 During the performance of this Agreement, the CONSULTANT, in accordance with Equal Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375,Amendiug 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: 1) The CONSULTANT will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The CONSULTANT will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. 2) The CONSULTANT will, in all solicitations or advertisements for employees placed by or on behalf of the CONSULTANT, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation,gender identity, or national origin. 3) The CONSULTANT will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information,unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding,hearing, or action, including an investigation conducted by the employer, or is consistent with the consultant's legal duty to furnish information. 4) The CONSULTANT will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers'representative of the CONSULTANT'S commitments under Section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5) The CONSULTANT will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 15 6) The CONSULTANT will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books,records,and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 7) In the event of the CONSULTANT'S non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may 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 and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 8) The CONSULTANT will include the portion of the sentence immediately preceding Paragraph (1) and the provisions of Paragraphs (1) through (7) 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 the CONSULTANT becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such 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 The CONSULTANT and the 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 The COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency;unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 16 9.20 EMPLOYMENT OR RETENTION OF FORMER COUNTY OFFICERS OR EMPLOYEES The CONSULTANT warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee subject to the prohibition of Section 2 of Monroe County Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Monroe County Ordinance No. 020-1990. For breach or violation of this provision, the COUNTY may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. 9.21 NO SOLICITATION/PAYMENT The CONSULTANT and the COUNTY warrant that, in respect to itself, they have neither employed nor retained any company or person, other than a bona fide employee working solely for them, to solicit or secure this Agreement and that they have not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for them, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision,the CONSULTANT agrees that the COUNTY shall have the right to terminate this Agreement without liability and,at its discretion,to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 9.22 PUBLIC ACCESS. The CONSULTANT and the COUNTY shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in their possession or under their control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the CONSULTANT and the COUNTY in connection with this Agreement; and the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by the CONSULTANT. The CONSULTANT shall be referred to herein also as "Contractor" for this provision only: Public Records Compliance. The Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of Article I of the Constitution of Florida. The COUNTY and the Contractor shall allow and permit reasonable access to,and inspection of,all documents,records,papers,letters or other"public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and the Contractor 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. 17 The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to Section 119.0701, Florida Statutes and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records thatwould be required by the COUNTY to perform the service. (2) Upon receipt from the COUNTY'S custodian of records,provide the COUNTY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the COUNTY. (4) Upon completion of the contract, transfer, at no cost, to the COUNTY all public records in possession of the 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 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, 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 by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292- 3470 BRADLEY-BRIANkMONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEYS OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. 18 9.23 NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Section 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. 9.24 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. 9.25 LEGAL OBLIGATIONS AND RESPONSIBILITIES Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity,in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY,except to the extent permitted by the Florida Constitution,state statute,and case law. 9.26 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 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. 9.27 ATTESTATIONS AND TRUTH IN NEGOTIATION The CONSULTANT agrees to execute such documents as the COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. Signature of this Agreement by the CONSULTANT shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the 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 COUNTY determines the contract 19 price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. 9.28 NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer,agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 9.29 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. 9.30 Disadvantaged Business Enterprise (DBE, Policy and Obligation. It is the policy of the COUNTY that DBE's,as defined in 49 C.F.R.Part 26,as amended,shall have the opportunity to participate in the performance of contracts financed in whole or in part with COUNTY funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The COUNTY and its CONSULTANT agree to ensure that DBE's have the opportunity to participate in the performance of this Agreement. In this regard,all recipients and contractors shall take all necessary and reasonable steps in accordance with 2 C.F.R. � 200.321(as set forth in detail below), applicable federal and state laws and regulations to ensure that the DBE's have the opportunity to compete for and perform contracts. The COUNTY and the CONSULTANT and 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 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 quantities to permit maximum participation by small and minority businesses,and women's business enterprises; 4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; 20 5. Using the services and assistance, as aporoopriate, 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 subcontracts are to be let, to take the affirmative steps listed in paragraph (1) through (5) of this section. 9.31 TIME FOR PERFORMANCE/BASELINE SCHEDULE/COST ESTIMATES Time is considered of the essence in the performance of the services required by this Agreement and defined in the scope of work. The CONSULTANT will be prepared to commence work upon receiving a Notice to Proceed from the COUNTY and to complete all functions in accordance with the schedule and delivery requirements outlined in the "Baseline Schedule / Cost Estimates" special provisions and specifications included below: 9.32 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 2 C.F.R Part 200,as amended, including but not limited to: 9.32.1 Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-138Z. The CONSULTANT agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended (42 U.S.C. ��7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. ��1251-1387) and will report violations to FEMA/Federal Agency and the appropriate 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. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA/Federal agency. The CONSULTANT agrees to report each violation to the COUNTY and understands and agrees that the COUNTY will, in turn,report each violation as required to assure notification to FEMA/Federal Agency and the appropriate EPA Regional Office. 9.32.2 Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation,which includes the 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, CONSULTANTS 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, CONSULTANTS must be required to pay wages not less than once a week. If 21 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, 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 CONSULTANTS 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 CONSULTANT or subrecipient is prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The COUNTY must report all suspected or reported violations to the Federal awarding agency. The CONSULTANT shall comply with 18 U.S.C. � 874, 40 U.S.C. � 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. i) Subcontracts. The CONSULTANT or subconsultant shall insert in any subcontracts the clause above and such other clauses as the FEMA may, by appropriate instructions, require and also a clause requiring the subconsultant to include these clauses in any lower tier subcontracts. The prime CONSULTANT shall be responsible for the compliance by any subconsultant or lower tier subconsultant with all of these contract clauses. ii) 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. Additionally, in accordance with the regulation, each contractor and subcontractor must furnish each week a statement with respect to the wages paid each of its employees engaged in work covered by the Copeland Anti-Kickback Act and the Davis Bacon Act during the preceding weekly payroll period. The report shall be delivered by the contractor or subcontractor, within seven days after the regular payment date of the payroll period, to a representative of a Federal or State agency in charge at the site of the building or work. 9.32.3 Contract Work Hours and Safetv Standards Act (40 U.S.C. 3701-3708 . Where applicable, which includes all FEMA grant and cooperative agreement programs, all contracts awarded by the COUNTY in excess of $100,000 that involve the employment of mechanics or laborers must comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each CONSULTANT 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 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, 22 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. Compliance with the Contract Work Hours and Safety Standards Act. (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation;liability for unpaid wages;liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of this section, the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section,in the sum of$27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section. (3) 1Uithholdzng for unpaid�aages and liquidated damages. The Federal agency shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section. (4) Subcontracts. The CONSULTANT or subconsultant shall insert in any subcontracts the clauses set forth in paragraph (b)(1) through (4) of this section and also a clause requiring the subconsultants to include these clauses in any lower tier subcontracts. The CONSULTANT shall be responsible for compliance by any subconsultant or lower tier subconsultant with the clauses set forth in paragraphs (1) through (4) of this section. 9.32.4 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 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. 23 9.32.5 Debarment and Suspension Executive Orders 12549 and 126U9 . A contract award under a "covered transaction" (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR Part 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." and the Department of Homeland Security's regulations at 2 C.F.R.Part 3000 (Nonprocurement 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. SAM exclusions can be accessed atwww.sam.gov. The CONSULTANT is required to verify that none of the CONSULTANT'S principals (defined at 2 C.F.R. �180.935) or its affiliates (defined at 2 C.F.R. �180.905) are excluded (defined at 2 C.F.R. �180.940) or disqualified (defined at 2 C.F.R. �180.935). The CONSULTANT must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. This certification is a material representation of fact relied upon by the COUNTY. If it is later determined that the CONSULTANT did not comply with 2 C.F.R.pt. 180,subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the COUNTY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. Bidders or Proposers agree to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The Bidder or Proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 9.32.6 Byrd Anti-Lobb):ing Amendment (31 U.S.C. 1352).. CONSULTANTS that apply or bid for an award exceeding $100,000.00 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency. If award exceeds $100,000.00, the attached certification must be signed and submitted by the contractor to the COUNTY.) 9.32.7 Compliance with Procurement of recovered materials as set forth in 2 CFR 200.322. The CONSULTANT must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designed in guidelines of the Environmental Protection Agency (EPA) at 40 CFR, 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 $10,000.00 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000.00; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of 24 recovered materials identified in the EPA guidelines. (1) In the performance of this contract, the CONSULTANT 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 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.el2a.Vov/smm/comprehensive-12rocurement- guideline-cps-program. The CONSULTANT also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. 9.32.8 Prohibition on certain telecommunications and video surveillance services or equipment as set forth in 2 CFR 200.216. Recipients and subrecipients and their 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). (i) For the purpose of public safety, security of FOR 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. (iii) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director 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 FOR of a covered foreign country. 9.32.9 Domestic preference for procurements as set forth in 2 CFR 200.322 The COUNTY and the 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 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. 25 9.32.10 Americans with Disabilities Act of 1990 (ADA). as amended. The CONSULTANT will comply with all the requirements as imposed by the ADA, the regulations of the Federal government issued thereunder, and the assurance by the CONSULTANT pursuant thereto. 9.32.11 E-Verify System. Beginning January 1, 2021, in accordance with Section 448.095, Florida Statutes, the CONSULTANT and any subconsultant shall register with and shall utilize the U.S.Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the CONSULTANT during the term of the Contract and shall expressly require any subconsultants 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 work authorization status of all new employees hired by the subconsultant during the Contract term. Any subconsultant shall provide an affidavit stating that the subconsultant does not employ, contract with, or subconstruct with an unauthorized alien. The CONSULTANT shall comply with and be subject to the provisions of Section 448.095, Florida Statutes. 9.32.12 Fraud and False or Fraudulent or Related Acts. The CONSULTANT acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the CONSULTANT'S actions pertaining to this contract. 9.32.13 Access to Records. The following access to records requirements apply to this contract: (1) The CONSULTANT agrees to provide MONROE COUNTY, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents,papers, and records of the CONSULTANT which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. (2) The CONSULTANT agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) The CONSULTANT agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the contract. (4) The CONSULTANT and its successors, transferees, assignees, and subconsultants acknowledge and agree to comply with applicable provisions governing the Department of Homeland Security (DHS) and the Federal Emergency Management Agency's (FEMA) access to records, accounts, documents, information, facilities, and staff. Contractors/Consultants must 1. Cooperate with any compliance review or complaint investigation conducted by DHS 2. Give DHS access to and the right to examine and copy records,accounts,and other documents and sources of information related to the grant and permit access to facilities,personnel,and other individuals and information as may be necessary, as required by DHS regulations and other applicable laws or program guidance. 3. Submit timely, complete, and accurate reports to the appropriate DHS officials and maintain appropriate backup documentation to support the reports. 9.32.14 Federal Government not a party to contract.The CONSULTANT acknowledges that the Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. 26 9.32.15 Department of Homeland SecuritylDHS)Seal,Logo,and Flags.The CONSULTANT shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. 9.32.16 Changes to Contract. The CONSULTANT understands and agrees that any cost resulting from a change or modification, change order, or constructive change of the agreement must be within the scope of any Federal grant or cooperative agreement that may fund this Project and be reasonable for the completion of the Project. Any contract changes or modification, change order or constructive change must be approved in writing by both the COUNTY and the CONSULTANT. 9.32.17 Compliance with Federal Law, Regulations, and Executive Orders. The CONSULTANT acknowledges that,if FEMA financial assistance will be used to fund the contract, the CONSULTANT will comply with all applicable federal laws, regulations, executive orders,FEMA policies,procedures, and directives. 9.32.18 If this Agreement is funded by the Florida Department of Emergency Management (FDEM), the CONSULTANT will be bound by the terms and conditions of the Federally-Funded Sub-award and Grant Agreement between the COUNTY and the Florida Division of Emergency Management(Division) found at the following link on the Monroe County web page: https://www.monroecount,- fl.gov/fd emgrantagreement 9.33 The CONSULTANT shall hold the Division and the COUNTY harmless against all claims of whatever nature arising out of the CONSULTANT'S performance of work under this Agreement, to the extent allowed and required by law. 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. MONROE COUNTY: October 13, 2021 County Administrator or Designee Date MONROE COUNTY ATTOMNEY'S OFFICE Roman Gastesi APPROVED AS TO FORM Printed Name `- S� UINUVU STANT COUNTY ATTORNEY DATE: 9-29-2021 CONSULTANT: Signature: Name: J gun/6•iv Sf Title: Date: �9_ 2.3- 00 Z/ 27 ATTACHMENT A Consultant Scope of Services 1.01 DESCRIPTION The CONSULTANT shall provide Engineering Services relative to Construction Administration consisting of fire suppression system & fire alarm installation, fire pump & tank installation as well as any other engineering services necessary to bring Pigeon Key into compliance with the required fire code and to be recognized as complete and approved by the Fire Marshal. Construction Administration will include site inspections relative to intermediate and final inspections of the fire alarm and fire pump installation and response to Requests for Information (RFI) submitted by the Construction Contractor (Contractor). Services shall entail activity by the CONSULTANT the cost of which shall not exceed Fifteen Thousand Dollars ($15,000.00). In furtherance of the performance of the services identified herein, the COUNTY shall assist the CONSULTANT by furnishing the CONSULTANT all available pertinent information including previous reports, "as built" record drawings, the legal description of the property, a current survey and any other data relative to performance of the above services which may be required to verify existing conditions and/or new design. The COUNTY shall provide the CONSULTANT with base building drawings. The COUNTY shall provide access to the premises as needed by the CONSULTANT. The COUNTY shall designate a person, in writing, to act as the COUNTY'S representative with respect to the services to be provided under this agreement. Such person shall have complete authority to transmit instructions, receive information, interpret and define the COUNTY'S policies and decisions with respect to materials, equipment, elements and systems pertinent to the performance of the services by the CONSULTANT. SCOPE OF BASIC SERVICES BY CONSULTANT 2.01 DEFINITION 2.02 The Services of the CONSULTANT shall consist of the following: 1) Review and finalize construction documents in Adobe pdf file format. 2) Produce Manufacturer product cut-sheets in Adobe pdf file format. 3) Produce and Provide Signed & Sealed Sets of Construction Documents and HVAC Load and/or Energy Calculations, if required. 4) Delivery of Initial Issued for Permit Set of Construction Documents and Respond to all subsequent Building Department comment related to construction document submissions. 5) Construction Administration a) Respond to RFI generated by the contractor. b) Review Shop Drawings. c) Perform Site visits. 28 The foregoing services shall be billed on a flat fee basis as set forth in a Task Order issued by the COUNTY and signed by the CONSULTANT. Additional services, if any, shall be billed on an hourly basis according to the fees set forth in Attachment B. However, the total amount billed for such services shall not exceed the amount in Subparagraph 1.01. 2.03 The responsibility of the CONSULTANT to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for construction and terminates with the issuance to the COUNTY of the final Project Certificate for Payment including the submission of all project close-out documents by the CONSULTANT and the Contractor. The CONSULTANT will administer the construction contract between the COUNTY and the contractor as provided for in that document. The CONSULTANT agrees to perform a project check prior to the end of the warranty period as a part of the contract. The check shall not exceed one working day unless additional time is approved by the COUNTY. 2.04 The CONSULTANT shall at all times have access to the work of the Contractor whenever it is in preparation or progress. 2.05 The CONSULTANT shall,as contemplated herein and in the Construction Contract,but not otherwise, act on behalf and be the agent of the COUNTY throughout construction of the Project. Instructions,directions,and other appropriate communications from the COUNTY to the Contractor shall be given to the Contractor by the CONSULTANT or Monroe County's Project Management Department. 2.06 Upon receipt, the CONSULTANT shall carefully review and examine the Contractor's Schedule of Values, together with any supporting documentation or data which the COUNTY or the CONSULTANT may require from the Contractor. The purpose of such review and examination shall be to protect the COUNTY from an unbalanced Schedule of Values which allocates greater value to certain elements of the Work than is indicated by such supporting documentation or data, or that is reasonable under the circumstances. If the Schedule of Values is not found to be appropriate, or if the supporting documentation or data is deemed to be inadequate, and unless the COUNTY directs the CONSULTANT to the contrary in writing, the Schedule of Values shall be returned to the Contractor for revision of supporting documentation or data. After making such examination, if the Schedule of Values is found to be appropriate as submitted, or if necessary, as revised, the CONSULTANT shall sign the Schedule of Values thereby indicating its informed belief that the Schedule of Values constitutes a reasonable, balanced basis for payment of the Contract Price to the Contractor. The CONSULTANT shall not approve such Schedule of Values in the absence of such belief unless directed to do so, in writing, by the COUNTY. 2.07 The CONSULTANT shall carefully inspect the work of the Contractor and shall, at a minimum, inspect work at the Project site once every week. The purpose of such inspections shall be to determine the quality and quantity of the work in comparison with the requirements of the Construction Contract. In making such inspections,the CONSULTANT shall protect the COUNTY from continuing deficient or defective work, from continuing unexcused delays in the schedule and from overpayment to the Contractor. Following each inspection,the CONSULTANT shall promptly advise the COUNTY regarding the results of such inspection, together with any appropriate comments or recommendations to the COUNTY. 29 2.08 The CONSULTANT shall initially approve periodic and final payments owed to the Contractor under the Construction Contract predicated upon inspections of the work and evaluations of the Contractor's rate of progress in light of the remaining contract time and shall issue to the COUNTY Approvals of Payment in such amounts. By issuing an Approval of Payment to the Owner, the CONSULTANT reliably informs the COUNTY that the CONSULTANT has made the inspection of the work required, and that the work for which payment is approved has reached the quantities or percentages of completion shown, or both, that the quality of the Contractor's work meets or exceeds the requirements of the Construction Contract, and that under the terms and conditions of the Construction Contract, the COUNTY is obligated to make payment to the Contractor of the amount approved. 2.09 The issuance of a Certificate for Payment shall not be a representation that the CONSULTANT has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences or procedures; (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the COUNTY to substantiate the Contractor's right to payment or; (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2.10 The CONSULTANT shall have authority, after notification to the Monroe County's Project Management Department to reject Work, which does not conform to the Contract Documents. Whenever the CONSULTANT considers it necessary or advisable for implementation of the intent of the Contract Documents the CONSULTANT will have authority,upon written authorization from the COUNTY, to require additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. 2.11 The CONSULTANT shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The CONSULTANT'S action shall be taken with such reasonable promptness as to cause no delay in the Contractor's Work or in construction by the COUNTY'S own forces,while allowing sufficient time in the professional judgment of the CONSULTANT to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractors, all of which remain the responsibility of the Contractors to the extent required by the Contract Documents. The CONSULTANT'S review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the CONSULTANT, of construction means, methods, techniques, sequences, or procedures. The CONSULTANT'S approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristic of materials, systems or equipment is required by the Contract Documents, the CONSULTANT shall be entitled to rely upon such certification to establish that the materials,systems or equipment will meet the performance criteria required by the Contract Documents. The CONSULTANT shall take appropriate action on submittals within 14 calendar days. The CONSULTANT shall maintain a tracking log for the submittals which shall include,but not be limited to, the submittal as named in the specification, all dates as required for tracking and the status of approval. A copy of the tracking log will be made available to the COUNTY when requested. 30 2.12 The CONSULTANT shall review and sign or take other appropriate action on Change Orders and Construction Change Directives prepared by the Monroe County Project Management Department for the COUNTY'S approval and execution in accordance with the Contract Documents. The CONSULTANT is to take appropriate action within 7 calendar days. 2.13 The CONSULTANT shall promptly provide appropriate interpretations as necessary for the proper execution of the work as long as there is no change in Contract price. 2.14 The CONSULTANT shall require inspection or re-inspection and testing or retesting of the work, to include architectural/engineering, structural, mechanical and electrical engineering portions of the work, in accordance with the provisions of the Construction Contract whenever appropriate. 2.15 The CONSULTANT, assisted by the Monroe County's Project Management Department, shall conduct inspections to determine the dates of Substantial Completion and the date of Final Completion. The CONSULTANT shall submit to the COUNTY a list comprised of incomplete and/or unacceptable items required by the Contract Documents to include architectural/engineering, structural, mechanical, and electrical engineering portions of the work. The CONSULTANT shall forward to the Monroe County's Project Management Department warranties and similar submittals required by the Contract Documents which have been received from the Contractor. The CONSULTANT shall issue a final Project Certificate for Payment upon compliance with the requirements of the Contract Documents. 2.16 The CONSULTANT shall interpret and decide matters concerning performance of the Contractor under the requirements of the Contract Documents upon written request. The CONSULTANT'S response to such requests shall be made with promptness and within seven (7) days of receipt of request. 2.17 Interpretations and decisions of the CONSULTANT shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings and submitted on proper Construction Change Directives. 2.18 The CONSULTANT shall render written decisions within a reasonable time on all claims, disputes or other matters in question between COUNTY and Contractor relating to the execution or progress of the Work as provided in the Contract Documents. 2.19 Duties, responsibilities and limitations of authority of the CONSULTANT shall not be restricted, modified or extended without written agreement of the COUNTY and the CONSULTANT. 2.20 The CONSULTANT shall be a representative of and shall advise and consult with the COUNTY (1) during construction until final payment to the Contractor is due and (2) as a Basic Service at the COUNTY'S direction from time to time during the correction period described in the Contract for Construction. This advice and consultation shall be limited to verbal comment on actions of the COUNTY and shall not necessitate filing of records, forms, or revisions to drawings,without additional compensation. 31 2.21 The CONSULTANT shall transmit to the COUNTY all manuals, operating instructions, as- built plans, warranties, guarantees and other documents and things required by the Construction Contract and submitted by the Contractor. 2.22 The CONSULTANT shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures or for safety precautions and programs in connection with the Work since these are solely the Contractor's responsibility under the Contract for Construction. The CONSULTANT shall not be responsible for the Contractor's schedules or failure to carry out the work in accordance with the contract documents. The CONSULTANT shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the work. 2.23 The CONSULTANT shall testify in any judicial proceeding concerning the design and construction of the project when requested in writing by the COUNTY, and the CONSULTANT shall make available to the COUNTY any personnel or consultants employed or retained by the CONSULTANT for the purpose of reviewing, studying, analyzing or investigating any claims, contentions,allegations, or legal actions relating to, or arising out of,the design or construction of the project. Testimony will be provided as part of the basic services when in defense of claims for actions of the CONSULTANT, unless otherwise prevented by counsel of the CONSULTANT and which time it would be subject to subpoena. For other claims against the COUNTY, the CONSULTANT will perform this function as an expert witness with compensation. 2.24 The CONSULTANT shall review any as-built drawings furnished by the Contractor and shall certify to the COUNTY that same are adequate and complete. 2.25 The CONSULTANT shall, without additional compensation, promptly correct any errors, omissions, deficiencies, or conflicts in the work product of the CONSULTANT or its consultants, or both. 2.26 The CONSULTANT must reimburse the COUNTY for any added costs paid by the COUNTY during construction that were incurred as the result of any omission, deficiency,or conflict in the work product of the CONSULTANT, its subconsultants, or both. This added expense is defined as the difference in cost from that which the COUNTY would have paid if the work was included in the bid, and the actual cost presented by the Contractor. 32 ATTACHMENT B CONSULTANT'S HOURLY RATES Hourly rates shall be billed for additional services to the engineer as follows: Principal Engineer: $220.00 Lead Engineer: $175.00 Design Engineer: $100.00 Junior Engineer: $85.00 Support Staff. $65.00 33 -'� TH OM&YO-01 J B EATTY CERTIFICATE OF LIABILITY INSURANCE DAT0/7/2D/Y 1 /7/2021 �•� 1 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 NAME: Corporate Insurance Advisors,LLC PHONE FAX 1401 E.Broward Blvd.Suite 103 (A/C,No,Ext): (954)315-5000 (A/C,No):(954)315-5050 Fort Lauderdale,FL 33301 E-MAIL-ADDRESS:service@ciafl.net INSURERS AFFORDING COVERAGE NAIC# INSURERA:Bankers Insurance Company 33162 INSURED INSURERB:Hartford Underwriters Ins Co 30104 Thompson&Youngross Engineering Consultants,LLC INSURERC:Hanover Insurance Company 902 Clint Moore Rd Suite 142 INSURER D: Boca Raton,FL 33487 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 PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MWDD/YYYY MWDD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR 090005808439105 9/19/2021 9/19/2022 rl DAMAGE TO RENTED 300 000 X PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: Approved by Risk Manag mlent GENERAL AGGREGATE $ 4,000,000 j7 4,000,000POLICY EC LOC $JJT OTHER: $ A AUTOMOBILE LIABILITY 10-12-2021 COMBINED SINGLE LIMIT 2,000,000 Ea accident $ ANY AUTO X 090005808439105 9/19/2021 9/19/2022 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N 21WECAR9651 9/19/2021 9/19/2022 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,UUU If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Professional Liabili LHJ D735274 02 10/27/2020 10/27/2021 7 er Claim/Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) At least thirty(30)days'written notice prior to the modification or cancellation of any insurance policy required under this Agreement Except 10 Day Notice of Cancellation for Non Payment of Premium. Monroe County BOCC is an additional insured in respect of General and Automobile Liability. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County BOCC THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street,Suite 2-216 Key West,FL 33040 AUTHORIZED REPRESENTATIVE W)a&*V_V ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD