Item C30 c.3o
County f � .�� ��� BOARD OF COUNTY COMMISSIONERS
Mayor David Rice,District 4
f` Mayor Pro Tem Craig Cates,District 1
The Florida Keys Michelle Coldiron,District 2
Vacant,District 3
--' Holly Merrill Raschein,District 5
County Commission Meeting
February 16, 2022
Agenda Item Number: C.30
Agenda Item Summary #10252
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 KCI Technologies, Inc. for a period of four (4) years with an option to
renew for one (1) additional year. KCI Technologies, 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 KCI Technologies, Inc. for
on-call professional engineering services.
DOCUMENTATION:
C31 10252 KCI Technologies, Inc. Agreement for On Call Engineering Professional Services 2-16-
2022 REV
FINANCIAL IMPACT:
Effective Date: N/A
Expiration Date: N/A
Packet Pg. 1049
c.3o
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, COI to be provided by revised agenda deadline.
Additional Details: N/A
N/A
REVIEWED BY:
Judith Clarke Completed 02/01/2022 3:38 PM
Christine Limbert Completed 02/01/2022 3:47 PM
Purchasing Completed 02/01/2022 3:50 PM
Budget and Finance Completed 02/01/2022 4:01 PM
Maria Slavik Completed 02/01/2022 4:24 PM
Liz Yongue Completed 02/01/2022 4:51 PM
Board of County Commissioners Pending 02/16/2022 9:00 AM
Packet Pg. 1050
C.30.a
AGREEMENT FOR
ON CALL PROFESSIONAL ENGINEERING SERVICES
This Agreement ("Agreement") made and entered into this 16th_day of February,
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
N
N
KCI Technologies, Inc. a foreign corporation of the State of Delware, authorized to
do busiess in the State of Florida, whose address is 5835 Blue Lagoon Drive, Suite 303,
Miami, FL 33126 its successors and assigns, hereinafter referred to as "CONSULTANT" OR y
"CONTRACTOR",
WITNESSETH:
WHEREAS, COUNTY desires to employ the professional engineering services of
CONSULTANT for various County Projects located in Monroe County, Florida; and
c
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.
287.055 (herein after referred to as "Project"; and
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 E
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
WHEREAS, 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; and —c
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; LO
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:
1 Rev. 2/3/2022
Packet Pg. 1051
C.30.a
FORM OF AGREEMENT
ARTICLE 1
1.1 REPRESENTATIONS AND WARRANTIES
By executing this Agreement, CONSULTANT makes the following express representations
and warranties to the COUNTY:
1.1.1 The CONSULTANT shall maintain all necessary licenses, permits or other W
authorizations necessary to act as CONSULTANT for the Project (and individual
Task Order) until the CONSULTANT'S duties hereunder have been fully satisfied;
cv
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.
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 N
this Contract will be adequate and sufficient to accomplish the purposes of the
Project, therefore, eliminating any additional construction cost due to missing or P
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 0
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
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.
0
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 LO
affecting employment under this agreement or with the provision of services or
goods under this agreement.
0
2 Rev. 2/3/2022
Packet Pg. 1052
C.30.a
ARTICLE II
SCOPE OF BASIC SERVICES
2.1 SCOPE OF WORK
The CONSULTANT will perform for the COUNTY services as described in individual Task
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.
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 2
constitutes the COUNTY's written authorization to CONSULTANT to proceed with the
0
services described in the Task Order.
The terms and conditions of this Agreement shall apply to each Task Order, except to the 2
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. 0.
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
0
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 o
1100 Simonton Street, Room 2-216
Key West, Florida 33040
0
And: Mr. Roman Gastesi, Jr.
Monroe County Administrator
1100 Simonton Street, Room 2-205 LO
Key West, Florida 33040
For the Consultant: a
0
3 Rev. 2/3/2022
Packet Pg. 1053
C.30.a
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 c
rates or fees negotiated at the time when services are required, but only if approved >
by the COUNTY before commencement.
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.
cv
ARTICLE IV
COUNTY'S RESPONSIBILITIES
4.1 The COUNTY shall provide full information regarding requirements for the Project
(and individual Task Order) including physical location of work, county maintained c
roads, maps.
0
4.2 The COUNTY shall designate a representative to act on the COUNTY's behalf with CL
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.
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 (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 E
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 —c
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.
cv
LO
4.7 Any information that may be of assistance to the CONSULTANT that the COUNTY "'
has immediate access to will be provided as requested.
4 Rev. 2/3/2022
Packet Pg. 1054
C.30.a
ARTICLE V
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 c
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 n,
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
harmless and shall indemnify it from all losses occurring thereby and shall further
defend any claim or action on the County's behalf.
c
5.3 The extent of liability is in no way limited to, reduced, or lessened by the insurance N
requirements contained elsewhere within this agreement.
0
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:
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 E
(COUNTY)Agency's sovereign immunity." 2
ARTICLE VI
PERSONNEL
0
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:
LO
NAME FUNCTION
5 Rev. 2/3/2022
Packet Pg. 1055
C.30.a
c
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 c
0
replaced the CONSULTANT shall notify the COUNTY of the change immediately, but this >
does not require a formal amendment to the Agreement.
ARTICLE VII `✓
COMPENSATION AND TERM
N
N
CD
7.1 PAYMENT SUM
7.1.1 The COUNTY shall pay the CONSULTANT in current funds for the CONSULTANT'S y
performance of this Agreement based on rates negotiated and agreed upon and
shown in Attachment A.
7.2 PAYMENTS
c
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 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 0
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 E
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.
7.3 REIMBURSABLE EXPENSES
7.3.1 Reimbursable expenses include expenses incurred by the CONSULTANT in the —c
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, FloridaLO
Statutes;
b. Cost of reproducing maps or drawings or other materials used in performing the
scope of services;
c. Postage and handling of reports;
6 Rev. 2/3/2022
Packet Pg. 1056
C.30.a
7.4 BUDGET
7.4.1 The CONSULTANT may not be entitled to receive, and the COUNTY is not
0
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
0
affirmative act of the COUNTY's Board of County Commissioners.
7.4.2 The COUNTY's performance and obligation to pay under this Agreement is
0.
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.
7.5 TERM OF AGREEMENT `V
cv
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. y
ARTICLE VIII
INSURANCE
8.1 The CONSULTANT shall obtain insurance as specified and maintain the required N
insurance at all times that this Agreement is in effect. In the event the completion of
c
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.
v;
B. Employers Liability Insurance with limits of $1,000,000 per Accident, $1,000,000
Disease, policy limits, $1,000,000 Disease each employee.
0
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)
LO
combined single limit and One Million Dollars ($1,000,000.00) annual aggregate.
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;
7 Rev. 2/3/2022
Packet Pg. 1057
C.30.a
Broad Form Property Damage and with One Million Dollars ($1,000,000) per
occurrence and annual aggregate.
c
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 for which
0
claims may be reported must extend for a minimum of 48 months following the
termination or expiration of this contract.
0
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 y
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 N
Paragraphs C and D.
c
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
for increased limits of insurance for subconsultants.
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.
c
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
submit updated financial statements from the fund upon request from the
COU NTY.
ARTICLE IX y
MISCELLANEOUS
0
0
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 LO
Agreement.
9.2 OWNERSHIP OF THE PROJECT DOCUMENTS
8 Rev. 2/3/2022
Packet Pg. 1058
C.30.a
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
0
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 W
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.
9.5 TERMINATION
0
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 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 E
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, LO
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. 1059
C.30.a
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
submitted a false certification under Section 287.135(5), Florida Statutes or has
0
been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in
a boycott of Israel, the County shall have the option of(1) terminating the Agreement
after it has given the Consultant written notice and an opportunity to demonstrate the
agency's determination of false certification was in error pursuant to Section
287.135(5)(a), Florida Statutes, or(2) maintaining the Agreement if the conditions of
Section 287.135(4), Florida Statutes, are met.
cv
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 9
287.135(4), Florida Statutes, are met.
0
9.6 CONTRACT DOCUMENTS
This contract consists of the Request for Proposals, any addenda, the Form of
Agreement (Articles I-IX), the CONSULTANT'S response to the RFQ, the
documents referred to in the Form of Agreement as a part of this Agreement, and
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
0
A person or affiliate who has been placed on the convicted vendor list following a o
conviction for public entity crime may not submit a bid on contracts to provide any 2
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 o
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 LO
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 o
no determination, based on an audit, that it or any subconsultant has committed an
10 Rev. 2/3/2022
Packet Pg. 1060
C.30.a
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
0
subconsultant is formally charged with an act defined as a "public entity
crime" or has been placed on the convicted vendor list.
0
9.8 MAINTENANCE OF RECORDS AND RIGHT TO AUDIT RECORDS
CONSULTANT shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted
accounting principles consistently applied. Records shall be retained for a period of
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 y
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 9
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. CL
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
payments, miscellaneous allocations, special charges, verifying information and
amounts through interviews and written confirmations with employees,
LO
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.,
11 Rev. 2/3/2022
Packet Pg. 1061
C.30.a
running form the date the monies were paid to CONSULTANT. The right to audit
provisions survives the termination of expiration of this Agreement.
0
9.9 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES
0
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
0
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 16th 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 usual and customary procedures required by the circuit court
of Monroe County.
9.10 SEVERABILITY y
0
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 9
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 ATTORNEYS 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.
9.12 BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall bind and
inure to the benefit of the COUNTY and CONSULTANT and their respective legal o
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 LO
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 o
for, seek, and obtain federal and state funds to further the purpose of this
12 Rev. 2/3/2022
Packet Pg. 1062
C.30.a
Agreement. Any conditions imposed as a result of funding that effect the scope of
work or individual project will be provided to each party.
0
9.15 ADJUDICATION OF DISPUTES OR DISAGREEMENTS
0
COUNTY and CONSULTANT agree that all disputes and disagreements shall be
attempted to be resolved by meet and confer sessions between representatives of
0
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
concerning termination or cancellation.
N
9.16 COOPERATION
cv
In the event any administrative or legal proceeding is instituted against either party
relating to the formation, execution, performance, or breach of this Agreement, y
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 9
Agreement.
0
9.17 NONDISCRIMINATION
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 0
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 LO
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 o
Agreement.
13 Rev. 2/3/2022
Packet Pg. 1063
C.30.a
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
0
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 y
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 contractor, state that all qualified applicants will receive consideration for c
employment without regard to race, color, religion, sex, sexual orientation, gender identity,
or national origin.
0
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. E
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
of September 24, 1965, and shall post copies of the notice in conspicuous places available
to employees and applicants for employment. .2
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.
cv
LO
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. 1064
C.30.a
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
and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by
0
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
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.
cv
9.19 CODE OF ETHICS
cv
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 9
relationship; and disclosure or use of certain information.
0
9.20 NO SOLICITATION/PAYMENT
The CONSULTANT and COUNTY warrant that, in respect to itself, it has neither 0)
employed nor retained any company or person, other than a bona fide employee
working solely for it, to solicit or secure this Agreement and that it has not paid or
agreed to pay any person, company, corporation, individual, or firm, other than a
bona fide employee working solely for it, any fee, commission, percentage, gift, or
other consideration contingent upon or resulting from the award or making of this
Agreement. For the breach or violation of the provision, the CONSULTANT agrees
that the COUNTY shall have the right to terminate this Agreement without liability
and, at its discretion, to offset from monies owed, or otherwise recover, the full
amount of such fee, commission, percentage, gift, or consideration. If federally
funded by FHWA, FAR 52.203-5 Covenant Against Contingent Fees applies to this
Agreement.
9.21 PUBLIC ACCESS.
v;
0
Public Records Compliance. Consultant must comply with Florida public records o
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 LO
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 o
and costs associated with that proceeding. This provision shall survive any
termination or expiration of the contract.
15 Rev. 2/3/2022
Packet Pg. 1065
C.30.a
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 o
Consultant is required to:
(1) Keep and maintain public records that would be required by the County to
perform the service.
(2) Upon receipt from the County's custodian of records, provide the County
0
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 N
the contractor does not transfer the records to the County. N
(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. CL
(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.
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
within a reasonable time may be subject to penalties under section119.10, Florida
Statutes.
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
otherwise provided by law. o
0
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 LO
CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT
PHONE# 305-292-3470 BRADLEY-BRIAN(a,MONROECOUNTY-
FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH
Street, SUITE 408, KEY WEST, FL 33040.
16 Rev. 2/3/2022
Packet Pg. 1066
C.30.a
9.22 NON-WAIVER OF IMMUNITY
Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of
0
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
0
immunity to the extent of liability coverage, nor shall any contract entered into by the
COUNTY be required to contain any provision for waiver.
0
9.23 PRIVILEGES AND IMMUNITIES
All of the privileges and immunities from liability, exemptions from laws, ordinances,
and rules and pensions and relief, disability, workers' compensation, and other
benefits which apply to the activity of officers, agents, or employees of any public
agents or employees of the COUNTY, when performing their respective functions
under this Agreement within the territorial limits of the COUNTY shall apply to the
same degree and extent to the performance of such functions and duties of such
officers, agents, volunteers, or employees outside the territorial limits of the
COU NTY.
0
9.24 LEGAL OBLIGATIONS AND RESPONSIBILITIES
0
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
in this Agreement. o
0
9.26 ATTESTATIONS AND TRUTH IN NEGOTIATION
0
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 LO
as the execution of a truth in negotiation certificate stating that wage rates and other `V
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, o
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. 1067
C.30.a
9.27 NO PERSONAL LIABILITY
0
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
0
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.
0
9.28 EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
shall be regarded as an original, all of which taken together shall constitute one and
the same instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart.
9.29 E-Verify System y
0
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 9
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 0.
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
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
$2,000 awarded by non-Federal entities must comply with the Davis-Bacon Act (40 0
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 LO
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. o
When required by Federal program legislation, which includes emergency
Management Preparedness Grant Program, Homeland Security Grant Program,
18 Rev. 2/3/2022
Packet Pg. 1068
C.30.a
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
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.
0
(2) Subcontracts. The contractor or subcontractor 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
subcontractors to include these clauses in any lower tier subcontracts. The
prime contractor shall be responsible for the compliance by any subcontractor .2
or lower tier subcontractor with all of these contract clauses.
0
(3) Breach. A breach of the contract clauses above may be grounds for CL
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.
0
0
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
Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. §3702 of the Act, each o
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 LO
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. o
(1) Overtime requirements. No contractor or subcontractor contracting for any
19 Rev. 2/3/2022
Packet Pg. 1069
C.30.a
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.
0
(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
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 y
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 9
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).
0
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
the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit o
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. 7401-7671a.) and the Federal Water Pollution Control
Act (33 U.S.C. 1251-1387). Contractor agrees to comply with all applicable LO
standards, orders or regulations issued pursuant to the Clean Air Act, as `V
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- o
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
20 Rev. 2/3/2022
Packet Pg. 1070
C.30.a
$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
FEMA/Federal Agency and the appropriate EPA Regional Office.
0
9.30.5 Debarment and Suspension (Executive Orders 12549 and 126891—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
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" N
and the Department of Homeland Security's regulations at 2 C.F.R. Part 3000 N
(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
www.sam.qov. 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, 9
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 CL
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.
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.
0
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
Congress in connection with obtaining any Federal contract, grant or any other o
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.) LO
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 o
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. 1071
C.30.a
satisfactory level of competition, where the purchase price of the item exceeds
$10,000 or the value of the quantity acquired during the preceding fiscal year
exceeded $10,000; procuring solid waste management services in a manner that
maximizes energy and resource recovery; and establishing an affirmative
procurement program for procurement of recovered materials identified in the EPA
guidelines. In the performance of this contract, the Contractor shall make maximum
use of products containing recovered materials that are EPA-designated items
0
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:// .ea. ov/s /co rehensiverocure ent-
ielie-c -pro ra .
The Contractor also agrees to comply with all other applicable requirements of y
Section 6002 of the Solid Waste Disposal Act.
9.30.8 Prohibition on certain telecommunications and video surveillance services or equipment as
0
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
(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 CL
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 o
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 government of a covered
foreign country. o
0
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
the purchase, acquisition, or use of goods, products, or materials produced in the is
United States (including but not limited to iron, aluminum, steel, cement, and other
manufactured products). These requirements of this section must be included in allLO
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. 1072
C.30.a
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:
0
9.30.10 Americans with Disabilities Act of 1990, as amended (ADA) — 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.
9.30.11 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 cv
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
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 N
perform contracts. The COUNTY and the CONTRACTOR and
subcontractors shall not discriminate on the basis of race, color, national c
CL
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 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;
(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
LO
of the Department of Commerce.
(6) Requiring the Prime contractor, if subcontractor are to be let, to take the
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. 1073
C.30.a
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.
0
9.30.13 Energy Efficiency- CONTRACTOR will comply with the Energy Policy and
0
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
FEMA Requirements:
cv
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, y
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 9
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. CL
9.30.15 DHS Seal, Logo and Flags: Contractor shall not use the Department of
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
acknowledgement that FEMA financial assistance may be used to fund all or a portion of
the contract. The contractor will comply will all applicable Federal Law, regulations,
executive orders, FEMA policies, procedures, and directives o
0
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. IfLO
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) o
Requirements.
If funded by FDEM, the CONSULTANT is bound by any terms and conditions of
24 Rev. 2/3/2022
Packet Pg. 1074
C.30.a
the Federally-funded subaward and Grant Agreement between County and the
Florida Division of Emergency Management (Division).
0
The CONSULTANT shall hold the Division and 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.
0
0
[The remainder of this page intentionally left blank.]
cv
cv
CD
cv
cv
0
0
0
0
0
CL
0
0
0
0
0
v;
0
0
0
cv
LO
cv
0
25 Rev. 2/3/2022
Packet Pg. 1075
C.30.a
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.
0
(SEAL) BOARD OF COUNTY COMMISSIONERS
Attest: KEVIN MADOK, Clerk OF MONROE COUNTY, FLORIDA
0
By: By: III
As Deputy Clerk Mayor/Chairman
cv
cv
CD
cv
cv
(Seal) KCI TECHNOLOGIES, INC.
Attest:
0
BY: By:
0
Title: Title: N
0
0
CL
END OF AGREEMENT
0
0
0
0
0
0
v;
0
0
0
cv
LO
cv
Cn
0
26 Rev. 2/3/2022
Packet Pg. 1076
C.30.a
ATTACHMENT A
CONSULTANT RATES o
0
0
0
0
cv
cv
CD
cv
to
cv
CL
0
0
0
0
0
0
0
0
0
0
v;
0
0
0
0
cv
Lo
cv
0
u
27 Rev. 2/3/2022
Packet Pg. 1077