Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Item C27
C.27 County f � .�� ��� BOARD OF COUNTY COMMISSIONERS Mayor David Rice,District 4 Mayor Pro Tem Craig Cates,District 1 The Florida Keys ' Y � �F' Michelle Coldiron,District 2 Vacant,District 3 --' Holly Merrill Raschein,District 5 County Commission Meeting February 16, 2022 Agenda Item Number: C.27 Agenda Item Summary #10249 BULK ITEM: Yes DEPARTMENT: Engineering/Roads TIME APPROXIMATE: STAFF CONTACT: Judith Clarke (305) 295-4329 N/A AGENDA ITEM WORDING: Approval to enter into an Agreement for On Call Professional Engineering Services with CSA Central, Inc. for a period of four (4) years with an option to renew for one (1) additional year. CSA Central, Inc. was one of the top six (6) ranked respondents to the solicitation. ITEM BACKGROUND: The County requires miscellaneous engineering services for various county projects on an on-going basis. The current seven continuing services contracts have expired. The County received 20 responses to the Request for Qualifications on November 18, 2021. The selection committee met on December 16, 2021, at a publicly noticed meeting and ranked the respondents. PREVIOUS RELEVANT BOCC ACTION: The BOCC approved negotiations with the six (6) highest ranked respondents at the January 21, 2022 meeting. CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval to enter into contract with CSA Central, Inc. for on- call professional engineering services. DOCUMENTATION: CSA Central Inc. Agreement for On Call Engineering Professional Services 2-16-2022_CSA FINANCIAL IMPACT: Effective Date: N/A Expiration Date: N/A Packet Pg.981 C.27 Total Dollar Value of Contract: N/A Total Cost to County: N/A Current Year Portion: N/A Budgeted: N/A Source of Funds: N/A CPI: N/A Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: No If yes, amount: Grant: N/A County Match: N/A Insurance Required: Yes, COIs to be provided by revised agenda deadline. Additional Details: N/A N/A REVIEWED BY: Judith Clarke Completed 02/01/2022 3:36 PM Christine Limbert Completed 02/01/2022 3:59 PM Purchasing Completed 02/01/2022 4:01 PM Budget and Finance Completed 02/01/2022 4:01 PM Maria Slavik Completed 02/01/2022 4:25 PM Liz Yongue Completed 02/01/2022 4:59 PM Board of County Commissioners Pending 02/16/2022 9:00 AM Packet Pg.982 AGREEMENT FOR ON CALL PROFESSIONAL ENGINEERING SERVICES This Agreement ("Agreement") made and entered into this 16th_day of February, c 2022 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 "COUNTY," through the Monroe County Board of County Commissioners ("BOCC"), AND CSA Central, Inc. a foreign corporation of the State of Ohio, authorized to do business in the State of Florida, whose address is 8200 NW 41st Street, Suite 318, Doral, FL 3316 its successors and assigns, hereinafter referred to as "CONSULTANT" OR "CONTRACTOR", WITNESSETH: `V cv WHEREAS, COUNTY desires to employ the professional engineering services of CONSULTANT for various County Projects located in Monroe County, Florida; and WHEREAS, CONSULTANT has agreed to enter into a continuing contract to provide Professional services for miscellaneous COUNTY projects in which construction costs do not exceed $4,000,000.00, and for study activity if the fee for professional services for each individual study under the contract does not exceed $500,000.00 in accordance with F.S. N 287.055 (herein after referred to as "Project"; and c WHEREAS, The professional services required by this Contract will be for services in the form of a continuing contract, commencing on February 16, 2022 (the "effective date" of this agreement) and ending four years thereafter, with options for the County to renew for one additional 1 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 specific scope of work, time schedule, charges and payment conditions, and additional terms and conditions that are applicable to such Task Orders; and c WHEREAS, Execution of a Task Order by the COUNTY or County Administrator and the CONSULTANT constitutes the COUNTY's written authorization to CONSULTANT to E proceed with the services described in the Task Order; and 2 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; NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONSULTANT agree as follows: FORM OF AGREEMENT 1 Rev.2/3/2022 Packet Pg.983 ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES By executing this Agreement, CONSULTANT makes the following express representations c and warranties to the COUNTY: 1.1.1 The CONSULTANT shall maintain all necessary licenses, permits or other authorizations necessary to act as CONSULTANT for the Project (and individual Task Order) until the CONSULTANT'S duties hereunder have been fully satisfied; 1.1.2 The CONSULTANT has become or will become familiar with the Project site for the individual Task Order and the local conditions under which the Work is to be completed. W U 1.1.3 The CONSULTANT shall prepare all documents required by this Agreement including, but not limited to, all contract plans and specifications, in such a manner that they 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 Contract will be adequate and sufficient to accomplish the purposes of the Project, therefore, eliminating any additional construction cost due to missing or 2 incorrect design elements in the contract documents; 1.1.4 The CONSULTANT assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 1.1.5 The CONSULTANT'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project (and individual Task Order). In providing all services pursuant to this agreement, the CONSULTANT shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the _ Board to 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 E 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. ARTICLE II 2 Rev.2/3/2022 Packet Pg.984 SCOPE OF BASIC SERVICES 2.1 SCOPE OF WORK The CONSULTANT will perform for the COUNTY services as described in individual Task c Orders in accordance with the requirements outlined in thls Agreement and the specific Task Order. The work performed under this Agreement will be in accordance with the provisions of F.S. 287.055 for Continuing Contracts. 0 Specific services will be performed pursuant to individual task orders issued by the COUNTY and agreed to by the CONSULTANT. Task Orders will contain specific scope of work, time schedule, charges and payment conditions, and additional terms and conditions that are applicable to such Task Orders. Execution of a Task Order by the COUNTY or County Administrator and the CONSULTANT constitutes the COUNTY's written authorization to CONSULTANT to proceed with the services described in the Task Order. cv 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 2 and the modification shall be precisely described. 2.2 CORRECTION OF ERRORS, OMISSIONS, DEFICIENCIES c 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: Ms. Judith Clarke, P.E. Director of Engineering Services Monroe County 1100 Simonton Street, Room 2-216 2 Key West, Florida 33040 And: Mr. Roman Gastesi, Jr. Monroe County Administrator 1100 Simonton Street, Room 2-205 Key West, Florida 33040 For the Consultant: Roberto Leon, PE 8200 NW 41st Street, Suite 318 Doral, FL 33166 ARTICLE III 3 Rev.2/3/2022 Packet Pg.985 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. 0 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 W COUNTY'S RESPONSIBILITIES Ul N N 4.1 The COUNTY shall provide full information regarding requirements for the Project (and individual Task Order) including physical location of work, county maintained roads, maps. y 4.2 The COUNTY shall designate a representative to act on the COUNTY's behalf with respect to the Project (and individual Task Order). The COUNTY or its representative shall render decisions in a timely manner pertaining to documents submitted by the CONSULTANT in order to avoid unreasonable delay in the orderly and sequential progress of the CONSULTANT'S services. 0 4.3 Prompt written notice shall be given by the COUNTY and its representative to the 0. CONSULTANT if they become aware of any fault or defect in the Project (and individual Task Order) or non-conformance with the Agreement Documents. Written notice shall be deemed to have been duly served if sent pursuant to paragraph 2.3. 4.4 The COUNTY shall furnish the required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONSULTANT'S services and work of the contractors. 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 consistent with the COUNTY's criteria, as, and if, modified. No review of such documents shall relieve the CONSULTANT of responsibility for the accuracy, adequacy, fitness, suitability or coordination of its work product. 4.6 The COUNTY shall provide copies of necessary documents required to complete the work. 4.7 Any information that may be of assistance to the CONSULTANT that the COUNTY has immediate access to will be provided as requested. ARTICLE V 4 Rev.2/3/2022 Packet Pg.986 INDEMNIFICATION AND HOLD HARMLESS 5.1 The CONSULTANT covenants and agrees to indemnify and hold harmless COUNTY/Monroe County and Monroe County Board of County Commissioners, its officers and employees from liabilities, damages, losses and costs, including but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of the CONSULTANT, subcontractor(s) and other persons employed or utilized by the CONSULTANT in the performance of the contract. 5.2 In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of the CONSULTANT's failure to purchase or > maintain the required insurance, the CONSULTANT shall indemnify the County from any and all increased expenses resulting from such delay. Should any claims be asserted against the County by virtue of any deficiency or ambiguity caused by the �- CONSULTANT'S negligence, recklessness or intentional wrongful conduct the CONSULTANT agrees and warrants that the CONSULTANT shall hold the County i harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the County's behalf. n, 5.3 The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. 5.4 This indemnification shall survive the expiration or earlier termination of the contract. 5.5 FDOT Funded Project will require the following language to be included in each Task Order: N To the fullest extent permitted by law, the CONSUL TANT shall indemnify and hold harmless the Agency (COUNTY), the State of Florida, Department of Transportation, 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 CONSULANT and persons employed or utilized by the CONSUL TANT 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 State of Florida and the — (COUNTY)Agency's sovereign immunity." I- 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 5 Rev.2/3/2022 Packet Pg.987 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, but this does not require a formal amendment to the Agreement. 0 ARTICLE VII COMPENSATION AND TERM 7.1 PAYMENT SUM 7.1.1 The COUNTY shall pay the CONSULTANT in current funds for the CONSULTANT'S '✓ performance of this Agreement based on rates negotiated and agreed upon and shown in Attachment A. i cv cv 7.2 PAYMENTS `V 7.2.1 For its assumption and performances of the duties, obligations and responsibilities y set forth herein, the CONSULTANT shall be paid monthly. Payment will be made pursuant to the Local Government Prompt Payment Act 218.70, Florida Statutes. (A) If the CONSULTANT'S duties, obligations and responsibilities are materially changed by amendment to this Agreement after execution of this Agreement, compensation due to the CONSULTANT shall be equitably adjusted, either upward or downward; (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 COUNTY requesting payment for services properly rendered and reimbursable expenses due hereunder. The CONSULTANT'S invoice shall describe with reasonable particularity the service rendered. The CONSULTANT'S invoice shall be accompanied by such documentation or data in support of expenses for which payment is sought at the COUNTY may require. 0 0 7.3 REIMBURSABLE EXPENSES 7.3.1 Reimbursable expenses include expenses incurred by the CONSULTANT in the interest of the project: a. Expenses of transportation submitted by CONSULTANT, in writing, and living expenses in connection with travel authorized by the COUNTY, in writing, but only to the extent and in the amounts authorized by Section 112.061, Florida Statutes; b. Cost of reproducing maps or drawings or other materials used in performing the ca scope of services; c. Postage and handling of reports; 7.4 BUDGET 6 Rev.2/3/2022 Packet Pg.988 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 COUNTY's Board of — County Commissioners. The budgeted amount may only be modified by an ca affirmative act of the COUNTY's Board of County Commissioners. 0 7.4.2 The COUNTY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. c 7.5 TERM OF AGREEMENT 7.5.1 This continuing contract shall commence on February 16, 2022 (the "effective date" of this agreement) and end four (4) years thereafter, with options for the County to renew for one additional 1 year period. ARTICLE VIII INSURANCE 8.1 The CONSULTANT shall obtain insurance as specified and maintain the required y insurance at all times that this Agreement is in effect. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONSULTANT'S failure to purchase or maintain the required insurance, the CONSULTANT shall indemnify the COUNTY from any and all increased expenses resulting from such delay. 8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better, that is licensed to 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 thirty (30) days notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. 8.3 CONSULTANT shall obtain and maintain the following policies: 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 One Million Dollars ($1,000,000.00) combined single limit and One Million Dollars ($1,000,000.00) annual aggregate. ca 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, E agents or subcontractors or subconsultants, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; 7 Rev.2/3/2022 Packet Pg.989 Broad Form Property Damage and with One Million Dollars ($1,000,000) per occurrence and annual aggregate. 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 ca on or after the effective date of this contract. In addition, the period for which claims may be reported must extend for a minimum of 48 months following the termination or expiration of this contract. E. Professional Liability insurance of $1,000,000 per occurrence and $2,000,000 annual aggregate. If coverage is provided on a claims made basis, an extended claims reporting period of four (4) years will be required. Recognizing that the work governed by this contract involves the furnishing of advice or services of a professional nature, the CONSULTANT shall purchase and maintain, throughout the life of the contract, Professional Liability Insurance which will respond to damages resulting from any claim arising out of the performance of professional services or any error or omission of the CONSULTANT arising out of work governed by this contract. F. G. COUNTY shall be named as an additional insured with respect to CONSULTANT'S liabilities hereunder in insurance coverages identified in Paragraphs C and D. H. CONSULTANT shall require its subconsultants to be adequately insured at least to the limits prescribed above, and to any increased limits of CONSULTANT if so required by COUNTY during the term of this Agreement. COUNTY will not pay N for increased limits of insurance for subconsultants. c I. 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. J. If the CONSULTANT participates in a self-insurance fund, a Certificate of — Insurance will be required. In addition, the CONSULTANT may be required to ca submit updated financial statements from the fund upon request from the COUNTY. 0 ARTICLE IX CD MISCELLANEOUS 9.1 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 9.2 OWNERSHIP OF THE PROJECT DOCUMENTS 8 Rev.2/3/2022 Packet Pg.990 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 c 0 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. i 9.4 NO THIRD PARTY BENEFICIARIES cv Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 9.5 TERMINATION 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. N B. Either of the parties hereto may cancel this Agreement without cause by giving the other party thirty (30) 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 CONSULTANT should 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 CONSULTANT with five (5) calendar days' notice and provide the CONSULTANT with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the COUNTY terminates this agreement with the CONSULTANT, COUNTY shall pay CONSULTANT the sum due the CONSULTANT under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract; however, the COUNTY reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to 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 30 days' notice to CONSULTANT. If the COUNTY terminates this agreement with the CONSULTANT, COUNTY shall pay CONSULTANT the sum due the CONSULTANT under this agreement prior to 9 Rev.2/3/2022 Packet Pg.991 termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract. The maximum amount due to CONSULTANT shall not exceed the spending cap in this Agreement. E. For Contracts of any amount, if the County determines that the Consultant has ca submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of(1) terminating the Agreement after it has given the Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of c Section 287.135(4), Florida Statutes, are met. F. For Contracts of$1,000,000 or more, if the County determines that the Consultant submitted a false certification under Section 287.135(5), Florida Statutes, or if the Consultant has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, the County shall have the option of(1) terminating the Agreement after it has given the Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 9.6 CONTRACT DOCUMENTS c This contract consists of the Request for Proposals, any addenda, the Form of N Agreement (Articles I-IX), the CONSULTANT'S response to the RFQ, the documents referred to in the Form of Agreement as a part of this Agreement, and attachment A, and modifications made after execution by written amendment. In the event of any conflict between any of the Contract documents, the one imposing the greater burden on the CONSULTANT will control. 9.7 PUBLIC ENTITIES CRIMES A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONSULTANT represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONSULTANT further represents that there has been no determination, based on an audit, that it or any subconsultant has committed an 10 Rev.2/3/2022 Packet Pg.992 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 CONUSULTANT has been placed on the convicted vendor list. — 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. 9.8 MAINTENANCE OF RECORDS AND RIGHT TO AUDIT RECORDS 0 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 and if applicable in accordance with 2 C.F.R. § 200.333. 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 five years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONSULTANT pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONSULTANT, the CONSULTANT shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 76 Right to Audit Availability of Records. The records of the parties to this Agreement relating to a Construction Project (Project), which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); backcharge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by 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 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 County's representative and/or agents or the County Clerk. 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 76 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 of the Project. 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 Monroe County or County Clerk determines that monies paid to 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 55.03, F.S., I Rev.2/3/2022 Packet Pg.993 running form the date the monies were paid to CONSULTANT. The right to audit provisions survives the termination of 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 that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and CONSULTANT agree that venue shall lie in the 161h Judicial Circuit, Monroe County, W 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 usual and customary procedures required by the circuit court of Monroe County. 9.10 SEVERABILITY i cv If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONSULTANT agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 9.11 ATTORNEY'S FEES AND COSTS The COUNTY and CONSULTANT agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. 0 9.12 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and E inure to the benefit of the COUNTY and CONSULTANT and their respective legal 2 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 CONSULTANT and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this 12 Rev.2/3/2022 Packet Pg.994 Agreement. Any conditions imposed as a result of funding that effect the scope of work or individual project will be provided to each party. 9.15 ADJUDICATION OF DISPUTES OR DISAGREEMENTS — COUNTY and CONSULTANT agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. 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 Agreement is not subject to arbitration. This provision does not negate or waive the provisions of paragraph 9.5 c concerning termination or cancellation. 9.16 COOPERATION In the event any administrative or legal proceeding is instituted against either party W relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONSULTANT agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONSULTANT specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 9.17 NONDISCRIMINATION The parties agree that there will be no discrimination against any person, and it is N 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, S 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, E Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to 2 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), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 13 Rev.2/3/2022 Packet Pg.995 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, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at — 41C.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: c 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 contractor 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 contractor 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. cv 2) The CONSULTANT will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, 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 contractor'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 contractor's commitments under section 202 of Executive Order 11246 E of September 24, 1965, and shall post copies of the notice in conspicuous places available 2 to employees and applicants for employment. 5) The CONSULTANT will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 6) The CONSULTANT will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, 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. 14 Rev.2/3/2022 Packet Pg.996 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 in accordance with procedures authorized in — Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed ca 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. 9.18 COVENANT OF NO INTEREST CONSULTANT and COUNTY covenant that neither presently has any interest, and c 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 W U 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. 9.20 NO SOLICITATION/PAYMENT The CONSULTANT and COUNTY warrant that, in respect to itself, it has neither N employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or S 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. If federally funded by FHWA, FAR 52.203-5 Covenant Against Contingent Fees applies to this Agreement. 0 9.21 PUBLIC ACCESS. 0) Public Records Compliance. Consultant must comply with Florida public records 2 laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Consultant shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Consultant in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Consultant. Failure of the Consultant to abide by the terms of this provision shall be deemed a material breach of this contract 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. 15 Rev.2/3/2022 Packet Pg.997 The Consultant is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Consultant is required to: — (1) Keep and maintain public records that would be required by the County to U 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 Consultant or keep and maintain public records that would be required by the County to perform the service. If the Consultant transfers all public records to the County upon completion of the contract, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon completion of the contract, the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Consultant of the request, and the Consultant must provide the records to the County or allow the records to be inspected or copied within a reasonable time. 0. If the Consultant 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 Consultant. A Consultant who fails to — provide the public records to the County or pursuant to a valid public records request ca within a reasonable time may be subject to penalties under section119.10, Florida Statutes. 0 The Consultant shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as E otherwise provided by law. 2 IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470 BRADLEY-BRIAN(a,MONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12Tx E Street, SUITE 408, KEY WEST, FL 33040. 16 Rev.2/3/2022 Packet Pg.998 9.22 NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONSULTANT and the COUNTY in this Agreement and the acquisition of any — commercial liability insurance coverage, self-insurance coverage, or local ca 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. 9.23 PRIVILEGES AND IMMUNITIES 0 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. cv 9.24 LEGAL OBLIGATIONS AND RESPONSIBILITIES Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. 9.25 NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or — benefit of any service or program contemplated hereunder, and the CONSULTANT and the COUNTY agree that neither the CONSULTANT nor the COUNTY or any agent, officer, or employee of either shall 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 E in this Agreement. 2 9.26 ATTESTATIONS AND TRUTH IN NEGOTIATION CONSULTANT agrees to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug- Free Workplace Statement. Signature of this Agreement by CONSULTANT shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. 17 Rev.2/3/2022 Packet Pg.999 9.27 NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or — agreement of any member, officer, agent or employee of Monroe County in his or ca 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. 9.28 EXECUTION IN COUNTERPARTS 0 This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 9.29 E-Verify System i cv Beginning January 1, 2021, in accordance with F.S. 448.095, the Contractor and any subcontractor 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 Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant . to the Contract to likewise utilize the U.S. Department of Homeland Security's E- Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of F.S. 448.095 CL 9.30 FEDERAL CONTRACT REQUIREMENTS. The Consultant and its subconsultants must follow the provisions as set forth in 2 C.F.R. §200.326-Contract provisions and Appendix II to Part 200, as amended, including but not limited to: — 9.30.1 Davis-Bacon Act, as amended (40 U.S.C. §§3141-3148). When required by Federal program legislation, which includes emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program and Transit Security Grant Program, all prime construction contracts in excess of E $2,000 awarded by non-Federal entities must comply with the Davis-Bacon Act (40 2 U.S.C. §§3141-3144, and §§3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. If applicable, the COUNTY must place a 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, 18 Rev.2/3/2022 Packet Pg. 1000 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 contractors, in contracts for construction or repair work — above $2,000 in situations where the Davis-Bacon also applies, must also comply ca with the Copeland "Anti-Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). As required by the Act, each contractor or subrecipient is prohibited from inducing, by any means, any 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. (1) Contractor. The contractor 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 (2) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as the FEMA may by n, appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. (3) 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. N 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. 9.30.2 Contract Work Hours and Safety 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 0) Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. §3702 of the Act, each 2 contractor must compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. Compliance with the Contract Work Hours and Safety Standards Act. (1) Overtime requirements. No contractor or subcontractor contracting for any 19 Rev.2/3/2022 Packet Pg. 1001 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 ca 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 29 C.F.R. § 5.5(b)(1) 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 c 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 29 C.F.R. § 5.5 (b)(1), 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 paragraph29 C.F.R. § 5.5 (b)(1). (3) Withholding for unpaid wages 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 paragraph29 C.F.R. § 5.5 (b)(2). (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph 29 C.F.R. § 5.5 (b)(1) through (4) and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs 29 C.F.R. § 5.5 (1) through (4). 9.30.3 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 E the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit 2 Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. 9.30.4 Clean Air Act (42 U.S.C. 7401-7671 q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387). Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, 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- 7671 q.) 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 20 Rev.2/3/2022 Packet Pg. 1002 $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 contractor 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 ca FEMA/Federal Agency and the appropriate EPA Regional Office. 0 9.30.5 Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award under a "covered transaction" (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR Part c 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 at cV� www.sam.gov. Contractor is required to verify that none of the contractor'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 contractor 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 contractor 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. CL 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. 9.30.6 Byrd Anti-Lobbying Amendment (31 U.S.C. � 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of E Congress in connection with obtaining any Federal contract, grant or any other 2 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 $100,00, the attached certification must be signed and submitted by the contractor to the COUNTY.) 9.30.7 Compliance with Procurement of recovered materials as set forth in 2 CFR 200.323. CONTRACTOR 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 designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a 21 Rev.2/3/2022 Packet Pg. 1003 satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative — procurement program for procurement of recovered materials identified in the EPA ca guidelines. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired- 1. Competitively within a timeframe providing for compliance with the contract performance schedule; 2. Meeting contract performance requirements; or 3. At a reasonable price. Information about this requirement, along with the list of EPA-designated items, is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensiveprocurement- guideline-cpg-program. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. cv 9.30.8 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 government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (ii) Telecommunications or video surveillance services provided by such entities or using such equipment. (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 W an entity owned or controlled by, or otherwise connected to, the government of a covered Z5 foreign country. 2 9.30.9 Domestic preference for procurements as set forth in 2 CFR �200.322 The COUNTY and CONTRACTOR should, to the great extent practicable, provide a preference for 76 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 22 Rev.2/3/2022 Packet Pg. 1004 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. Other Federal Requirements: 9.30.10 Americans with Disabilities Act of 1990, as amended (ADA) — The CONSULTANT c 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. 9.30.11 Disadvantaged Business Enterprise (DBE) Policy and Obligation - It is the > c 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 CONTRACTOR i 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 y regulations to ensure that the DBE's have the opportunity to compete for and perform contracts. The COUNTY and the CONTRACTOR and subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Agreement. c 2 C.F.R. � 200.321 CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN'S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS a. If the CONTRACTOR, with the funds authorized by this Agreement, seeks to subcontract goods or services, then, in accordance with 2 C.F.R. §200.321, the CONTRACTOR 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; 0 (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; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. (6) Requiring the Prime contractor, if subcontractor are to be let, to take the ca affirmative steps listed in paragraph (1) through (5) of this section. 9.30.12 The Contractor shall utilize the U.S. Department of Homeland Security's E- Verify system to verify the employment eligibility of all new employees hired by the CONSULTANT during the term of the Contract and shall expressly require any 23 Rev.2/3/2022 Packet Pg. 1005 subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. — 9.30.13 Energy Efficiency- CONTRACTOR will comply with the Energy Policy and Conservation Act (P.L. 94-163; 42 U.S.C. 6201-6422) and with all mandatory standards and policies relating to energy efficiency and the provisions of the state Energy Conservation Plan adopted pursuant 0 FEMA Requirements: 9.30.14 Access to Records: Contractor/Consultant and their successors, transferees, assignees, and subcontractors 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. 9.30.15 DHS Seal, Logo and Flags: Contractor shall not use the Department of N Homeland Security seal(s), logos, crests, or reproduction of flags or likeness of DHS agency officials without specific FEMA pre-approval. The Contractor shall include this provision in any subcontracts. 9.30.16 Changes to Contract: The Contractor 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 — change or modification, change order or constructive change must be approved in writing by both the COUNTY and Contractor. 9.30.17 Compliance with Federal Law, Regulations, and Executive Orders. This is an 0 acknowledgement that FEMA financial assistance may be used to fund all or a portion of 0) the contract. The contractor will comply will all applicable Federal Law, regulations, E executive orders, FEMA policies, procedures, and directives 2 9.30.18 No Obligation by Federal Government. The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the COUNTY/non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. 9.30.19 Program Fraud and False or Fraudulent Statements or Related Acts. If applicable, the contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor's actions pertaining to this contract. 9.30.20 Florida Department of Emergency Managrement (FDEM or Division) Requirements. If funded by FDEM, the CONSULTANT is bound by any terms and conditions of 24 Rev.2/3/2022 Packet Pg. 1006 the Federally-funded subaward and Grant Agreement between County and the Florida Division of Emergency Management (Division). The CONSULTANT shall hold the Division and COUNTY harmless against all — claims of whatever nature arising out of the CONSULTANT's performance of ca work under this Agreement, to the extent allowed and required by law. 0 [The remainder of this page intentionally left blank.] c 2 cv i cv CD cv cv c 0 CL 25 Rev.2/3/2022 Packet Pg. 1007 IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. (SEAL) BOARD OF COUNTYCOMMISSIONERS Attest: KEVIN MADOK, Clerk OF MONROE COUNTY, FLORIDA 0 y, y. As Deputy ClerkMayor/Chairman > 2 (Seal) CSA CENTRAL, IINC. f Attest: °' N N N BY _ y.��, / r� N Title: Senior VP Title: Senior VP cn AGREEMENTEND OF c 0 CL 26 Rev.2/3/2022 Packet Pg. 1008 ATTACHM ENT A CONSULTANT RATES 0 c c cv i cv CD cv co cv CL c 0 27 Rev.2/3/2022 Packet Pg. 1009 CSAGROUP � E S T . 1 9 5 6 Attachment A—Consultant Rates CSA Central, Inc.: Classifications Hourly Rate ENGINEERS &ARCHITECTS Principal In Charge $225.00 76 Principal Engineer/Architect $175.00 Project Manager $150.00 Senior Engineer/Architect/Environmental $140.00 Engineer/Architect/ Environmental $120.00 Junior En ineer/Architect/Environmental/Grant Writer $90.00 Construction Manager/Senior Field Inspector $110.00 Field Inspector $65.00 Junior Field Inspector $60.00 Senior Technician (CADD) $65.00 Technician (CADD) $50.00 y Administrative Clerk $35.00 SURVEYORS Professional Surveyor Mapper $110.00 Survey Technician $70.00 2 Man Survey Crew $85.00 3 Man Survey Crew $110.00 v GIS Senior GIS Analyst $100.00 CL GIS Analyst $75.00 GIS Technician/CADD Technician $60.00 Rates may be adjusted annually CJ 0 CJ CJ Packet Pg. 1010 -'� CSAGROU-01 C.27•B ,d►coRo CERTIFICATE OF LIABILITY INSURANCE E '202022 AE(MM,°D/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THI: CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIEI BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZES — REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. CJ 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 oi this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Jennifer Neidle . NAME: American Global LLC PHONE FAX 390 North Broadway (A/C,No,Ext):(516)231-4262 (A/C,No): 3rd Floor ADDRIEss:jennifer.neidle@americanglobal.com Jericho, NY 11753 INSURERS AFFORDING COVERAGE NAIC# INSURERA:Valley Forge Insurance Company 20508 t8 INSURED INSURERB:TIIe Continental Insurance Company 35289 CSA Central,Inc. INSURERC:Continental Casualty Company 20443 8200 NW 41st Street,Suite 305 INSURER D Doral, FL 33166 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: cv THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOI tV INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI: tV 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. r INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS CV LTR INSD WVD MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,1 CLAIMS-MADE Firl OCCUR 7015302355 7/21/2021 7/21/2022 DAMAGE TO RENTED 300,1 ' PREMISES Ea occurrence $ 2.1 APPROVED BY RISC MANAGEMENT MED EXP An one person) $ 5,1 ) $Y� _. "y. _ PERSONAL&ADV INJURY $ 1'000'I GEN'L AGGREGATE LIMIT APPLIES PER: DATE��g�2. � GENERAL AGGREGATE $ 1,000,1 POLICY JECT LOC WAVER NlA_YES_ PRODUCTS-COMP/OPAGG $ 1,OO - 'N OTHER: $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1�000�1 O Ea accident $ L- ANY AUTO 7015302369 7/21/2021 7/21/2022 BODILY INJURY Perperson) $ CL OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ PROPERTY DAMAGE X HIRED X NON-OWNED Per accident $ AUTOS ONLY AUTOS ONLY $ B X UCD MBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000" EXCESS LIAB CLAIMS-MADE 7015302372 7/21/2021 7/21/2022 AGGREGATE $ 10'000'� DED X RETENTION$ 10,000 $ B WORKERS COMPENSATION X AND EMPLOYERS'LIABILITY STATUTE ER Y/N 7015302341 7/21/2021 7/21/2022 1,000,1 ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ L- OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,1 O If yes,describe under 1,000,1 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Professional Liab. AEH591941325 7/21/2021 7/21/2022 Occ$5,000,000/Agg 10,000,1 CD DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Monroe County BOCC is included as Additional Insured in accordance with the policy provisions of the General Liability Policy fJ CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI Monroe Count BOCC THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED It Y ACCORDANCE WITH THE POLICY PROVISIONS. U The Gato Building 1100 Simonton Street ¢- Room 2-213 AUTHORIZED REPRESENTATIVE Key West,FL 33040 ACORD 25(2016103) ©1988-2015 ACORD CORPORATION The ACORD name and logo are registered marks of ACORD Packet Pg. 1011