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01/10/2022 Agreement BOARD OF COUNTY COMMISSIONERS County of Monroe Mayor Craig Cates,District 1 ��'� Mayor Pro Tem Holly Merrill Raschein,District 5 The Florida Keys !�1 Michelle Lincoln,District 2 James K.Scholl,District 3 David Rice,District 4 MEMORANDUM DATE: 24 January 2023 TO: Clerk (Madok), Finance (Radloff) CC: Parks & Beaches (Allen) Kevin G.Wilson, P.E. FROM: Kevin G. Wilson 2023.01.24 07:36:56 -05'00' SUBJECT: Khardys' Contract Payments This summarizes the history of the consulting agreements with J. Kardys Strategies, LLC., provides an explanation of the events surrounding the creation of the 2022 consulting agreement. Action requested Payment of the invoices for January 2022 through September 2022. Conclusion Mr. Kardys was hired as a consultant and directed to start work in January 2022. Through a combination of staff errors, lack of experience, and incorrect assumptions, his contract was not finalized until September 2022. His selection was based on past service to the County and what was perceived as a directive by the Administrator to use Mr. Kardys as a consultant. The coincidence of Mr. Kardys being on the selection committee to pick the new Parks Director was not a factor in the decision to have him consult for the County, as he had on a previous occasion. Background and Chronology Mr. Kardys initially provided consulting services in 2019 in support of a master planning exercise for Rowell's Waterfront park. That initial effort was for less than $5,000 and was paid on an audit slip as was the norm at the time for small consulting efforts. Mr. Kardys provided a proposal and I authorized the effort. Mr. Kardys was selected based on his nationally recognized experience, the fact that he had recently retired from a position managing all of the Miami-Dade park system, and that he was a local Monroe County resident. When the County established a new Parks & Beaches department in 2021, Mr. Kardys served as the local resident member of the selection committee for the head of the new department at the request of the County Administrator. In mid-December 2021 Mr. Kardys submitted a proposal to the Administrator for regular consulting with the new Parks Director over the course of 2022. The Administrator recommended approval of the proposal to the Parks Director, a recommendation that the Parks Director took to be directive in nature. On 10 January 2022, the Parks Director added some additional scope to the proposal from Mr. Kardys with no change in the proposed consulting fee. Mr. Kardys' proposal was to provide for up to 32 hours of consulting per month for a fee of $4,180/month for 12 months. The Parks director provided an informal notice to proceed by e-mail on 10 January 2022. The Parks Director and his staff were not well versed in the small contract procedures but were very interested in bringing Mr. Kardys' expertise to bear. In late January, Mr. Kardys submitted his first monthly invoice, and a purchase order request was entered into the Workday system. The purchase order request was denied (presumably because it was not supported by a "small contract"). Legal was consulted and a sole source justification and draft contract was submitted for legal review. In late April 2022, the contract was sent to Kardys for execution and the executed copy was received from Kardys in early May. The Administrator signed it on 1 June 2022 and it was sent to the Clerk on that date. The delay in creating , reviewing, and executing the contract resulted from a myriad of problems among the County staff including a heavy workload in the attorney's office, inexperience in the Parks department, and a general lack of urgency on the staff's part. On / about 3 June 2022, OMB advised the Parks department that the form of the small contract and its invoicing should be a professional service contract. These discussions result in the Kardys' invoices from January through June to be held in the County staff without submission to Finance. In late July , OMB and County Attorney consider amending the small contract but eventually decide to rewrite the contract as a not to exceed professional services contract and Kardys provides a revised proposal with a virtually identical scope of work but with pricing on a per hour basis. The rate quoted was the same rate on which the original proposal was based. Also, in late July 2022, OMB notices that the initial contract was not recorded by the Clerk. It appears that the contract was sent to the Clerk but for some reason was not recorded. In August, County Attorney prepares a new professional services contract with the appropriate terms for such a contract. This is approved by the Administrator presumably in the belief that the earlier contract had been rescinded (which it appears was not the case). Th second contract was executed by the Administrator following the small contract procedure and the contract is sent to the Clerk for processing. Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS LESS THAN$50,000.00 Contract with: J. Kard s tra eties, LLC Contract# Effective Date: January 1�,202' Expiration Date: Decernb r 31,2022 Contract Purpose/Description: Agreementfor professional consultation services to support the strategic and tactical direction of the Monroe county Parks and Beaches Department. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: John Allen 7,86-8,47-3358 MC Parks,and Beaches, #11 (Name) (Ext.) (Department/Stop #) CONTRACT COSTS Total Dollar Value of Contract: $ Current Year Portion: $ must be less than$50,000 If multi ear agreement then 491920 requires BOCC approval unless the ;oidfl o,d,eo kd ,wrl,auw I� dess Own ")'50 I h9'0 Budgeted? Yes X❑ No ❑ Grant: $ County Match: $ Fund/Cost Center/Spend Categry: 147/20503/000038 ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e.g. maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES Q NO ❑ CONTRACT REVIEW Changes Date In Needed Reviewer Date In Digitally signed by John Allen Department Head Yes❑No X❑ John Allen Date 2022.09.27 13 40 40-04'00' County Attorney Yes❑No❑X Patricia Eables Daea202209277y153555-0400 9/27/2022 Digitally signed by Brian Bradley Risk Management Yes ElNo❑X Brian Bradley Date 2022.09.28 13 44 54-04'00' Digly eo Purchasing Yes❑No [� Julie C u n eo Dat'ea12022.092.14 32 20 by Julie Cu n04'00' Digituinn OMB Yes❑ ❑X No John Quinn Datea1ly 2022.09 28signedy14 59 John40-04'00' Comments: Revised BOCC 8/17/2022 Page 85 of 106 AGREEMENT FOR PROFESSIONAL CONSULTATION SERVICES TO SUPPORT THE STRATEGIC AND TACTICAL DIRECTION OF THE MONROE COUNTY PARKS AND BEACHES DEPARTMENT This Agreement ("Agreement") is made and entered into by and between MONROE COUNTY, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida, 33040, hereinafter referred to as "COUNTY," AND J. KARDYS STRATEGIES, LLC, a Florida Limited Liability Company., whose principal address is 3800 Hillcrest Drive, No. 901, Hollywood, Florida 33021, but whose address for the purpose of this Agreement is 108 71h Lane, Key Largo, Florida 33037, hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, the COUNTY is in need of a specialist to provide consultation services to support the strategic and tactical direction of the newly created Monroe County Parks and Beaches Department; and WHEREAS, County staff has researched various professionals experienced in this need and has determined the best option to meet the needs of the County's Parks and Beaches Department is to retain a local consultant with specific Keys experience; and WHEREAS, CONSULTANT has agreed to provide professional services, which shall include but not be limited to, providing an Existing Conditions Analysis, Recreational Opportunities Analysis and Implementation Strategies, and develop a scope for a master plan, which shall be accomplished in a three phased approach, and which services shall collectively be referred to as the "Project"; and WHEREAS, CONSULTANT shall do, perform, and carry out in a professional and proper manner the professional services described in Attachment"A",which is attached hereto and made a part of this Agreement.; 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 ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES By executing this Agreement, CONSULTANT makes the following express representations and warranties to the COUNTY: 1 1.1.1 The CONSULTANT shall maintain all necessary licenses, permits, or other authorizations necessary to act as CONSULTANT for the Project until the CONSULTANT'S duties hereunder have been fully satisfied. 1.1.2 The CONSULTANT has become familiar with the Project sites and the local conditions under which the work is to be completed. 1.1.3 The CONSULTANT shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in verifying work completed and shall be in conformity and comply with all applicable law, codes and regulations. The CONSULTANT warrants that the documents prepared as a part of this Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information. 1.1.4 Subject to the indemnification outlined in Article V, the CONSULTANT assumes full responsibility to the extent allowed by law with regards to its performance and those directly under its 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. 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 COUNTY 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 its 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. 1.1.8 The effective date of this Agreement shall be retroactive to January 1, 2022. The term of the Agreement shall be for a one (1) year period January 1, 2022, and terminating on December 31, 2022, unless otherwise terminated as provided herein. ARTICLE II SCOPE OF BASIC SERVICES 2.1 DEFINITION 2 CONSULTANT's Scope of Basic Services consist of those described in Attachment "A". The CONSULTANT shall commence work on the services provided for in this Agreement promptly upon his receipt of a written notice to proceed from the COUNTY. 2.2 NOTICE REQUIREMENT All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONSULTANT. Any written notices or correspondence required or permitted under this Agreement shall be in writing and sent by U.S. Mail, certified, return receipt requested, postage pre-paid, or by courier with proof of delivery. The place of giving Notice shall remain the same as set forth herein until changed in writing in the manner provided in this paragraph Notice is deemed received by CONSULTANT when hand delivered by national courier with proof of delivery or by U.S. Mail upon verified receipt or upon the date of refusal or non-acceptance of delivery. Notice shall be sent to the following: For the COUNTY: John Allen Director, Parks and Beaches Dept. 2798 Overseas Highway, Suite 400 Marathon, Florida 33050 And Roman Gastesi, Jr. Monroe County Administrator 1100 Simonton Street, Room 2-205 Key West, Florida 33040 And Monroe County Attorney's Office 1111 121h Street, Suite 408 Key West, Florida 33040 For the CONSULTANT: Jack Kardys, President J. Kardys Strategies, LLC 108 7ch Lane Key Largo, Florida 33037 2.3 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 subcontractors, or both. 3 ARTICLE III ADDITIONAL PRODUCTS AND SERVICES 3.1 Additional products and services are those products and services not included in the Scope of Basic Services. Should the COUNTY require additional products or services, the Additional Services shall be paid for by the COUNTY at the pricing/rates set forth in this Agreement, but only if approved by the COUNTY before commencement. 3.2 Additional Services may include, but are not limited to the following: A. Providing services of CONSULTANT for other than the previously listed scope of the Project provided as a part of Basic Services. B. Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted Consulting Services. C. Providing representation before public bodies in connection with the Project, upon approval by COUNTY. 3.3 If Additional Services are required, the COUNTY shall issue a letter requesting and describing the requested products and services to the CONSULTANT. The CONSULTANT shall respond with a fee proposal which shall include the additional term required to provide the requested products and/or 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. Any additional services must be funded and approved by the Board of County Commissioners. ARTICLE IV COUNTY'S RESPONSIBILITIES 4.1 The COUNTY shall provide complete and accurate information and cooperation regarding requirements for the Project including access to office accommodations, parks, beaches, facilities, equipment, county staff assistance and cooperation, and complete and accurate data. 4.2 The COUNTY shall designate a representative to act on the COUNTY's behalf with respect to the Project. The COUNTY or its representative shall render decisions in a timely manner pertaining to request for information 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 the CONSULTANT's representative if either become aware of any fault or defect in the Project or non- conformance with the Agreement Documents. Written notice shall be deemed to have been duly served if sent pursuant to Paragraph 2.2. 4 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. 4.5 The COUNTY's review of any information or documents prepared by the CONSULTANT or its subcontractors shall be solely for the purpose of determining whether such information or documents are generally consistent with the COUNTY's criteria, as, and if, modified. No review of such information or documents shall relieve the CONSULTANT of responsibility for the accuracy, adequacy, fitness, suitability, or coordination of its work product. 4.6 The COUNTY shall provide copies of necessary documents required to complete the work. 4.7 Any information that may be of assistance to the CONSULTANT, that the COUNTY has immediate access to, will be provided as requested. ARTICLE V INDEMNIFICATION, HOLD HARMLESS, AND DEFENSE 5.1 The CONSULTANT covenants and agrees to indemnify, hold harmless, and defend Monroe County (as Owner),its Commissioners, officers, employees, agents and servants from any and all claims for bodily injury, including death, personal injury, and property damage, including damage to property owned by Monroe County, and any other losses, damages, and expenses of any kind, including attorneys' fees, costs and expenses, which arise out of, in connection with, or by reason of services provided by the CONSULTANT or any of its Subcontractor(s) in any tier, occasioned by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT, or its Subcontractor(s) in any tier, their officers, employees, servants or agents. 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 in the plans and specifications provided by the CONSULTANT, the CONSULTANT agrees and warrants that 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. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. This indemnification shall survive the expiration or earlier termination of the Agreement. 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: 5 NAME FUNCTION Jack Kardys Consultant/ Project Executive Other personnel to be determined So long as the individuals named above remain actively employed or retained by the CONSULTANT, they shall perform the functions indicated next to their names. If they are replaced, the CONSULTANT shall notify the COUNTY of the change immediately. ARTICLE VII COMPENSATION, PAYMENTS, BUDGET, and TERM 7.1 COMPENSATION AND PAYMENTS 7.1.1 The COUNTY shall pay the CONSULTANT monthly in arrears in current funds for the CONSULTANT's performance of this Agreement based on the pricing/rates agreed upon and outlined in Attachment "A". CONSULTANT shall provide consulting services in an amount not to exceed thirty-two (32) hours per month, with a maximum monthly payment of Four Thousand One Hundred Sixty and 00/100 ($4,160.00) Dollars. 7.1.2 The compensation listed in Section 7.1.1 will be payable in monthly installments. The CONSULTANT will submit such invoices monthly for services provided during the preceding month. 7.1.3 Payment will be made according to the Florida Local Government Prompt Payment Act, Section 218.70, Florida Statutes. Each invoice will be submitted with supporting documentation in a form acceptable to the Clerk of Courts, based on generally accepted accounting principles, and such laws, rules and regulations as may govern the Clerk's disbursal of funds. The request must describe in detail the services performed and the payment amount requested. The Director of the Parks and Beaches Department shall review the request and note his approval on the request and forward such request to the Clerk for payment. 7.2 BUDGET AND REIMBURSABLE EXPENSES 7.2.1 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 set forth in this contract for the one (1) year term (January 1 through December 31, 2022) of this Agreement A Total Not to Exceed Budget Amount of Forty-nine Thousand Nine Hundred Twenty and 00/100 ($49,920.00) Dollars will apply to this Agreement. The budgeted contract amount may only be modified by an affirmative act of the COUNTY's Board of County Commissioners. 7.2.2 Rates shall be inclusive of all reimbursable expenses. There shall be no additional costs allowed for any expenses such as travel, mileage, meals, or lodging. 7.3 TERM OF AGREEMENT 6 The initial term of this Agreement is for a twelve (12) month period. This Agreement may not be extended or renewed for any additional term without approval of the Board of County Commissioners. Any renewal or extension of the term approved by the Board shall be upon mutual agreement of the parties and must be in writing and signed by both the COUNTY and CONSULTANT. ARTICLE VIII INSURANCE 8.1 The CONSULTANT shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the Project (to include the work of others) is delayed or suspended as a result of the CONSULTANT's failure to purchase or maintain the required insurance, the CONSULTANT shall indemnify the COUNTY from any and all increased expenses resulting from such delay. 8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty (60) days' notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. 8.3 CONSULTANT shall obtain and maintain the following policies: A. Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Florida Statutes, Chapter 440. B. Employers Liability Insurance with limits of$100,000 per Accident, $500,000 Disease, policy limits, $100,000 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 $250,000 per person, $500,000 per Occurrence, $100,000 Property Damage, or $300,000 combined single limit. D. Commercial General Liability Insurance, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of the CONSULTANT or any of its employees, agents or subcontractors or subconsultants, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement with $300,000 per Person, $300,000 per Occurrence, $200,000 Property Damage or $300,000 Combined Single Limit. An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported must extend for a minimum of forty-eight (48) months following the termination or expiration of this contract. 7 E. Professional Liability Insurance of $300,000 per occurrence and $500,000 annual aggregate. If the policy is a "claims made" policy, CONSULTANT shall maintain coverage or purchase a "tail" to cover claims made after completion of the project to cover the statutory time limits in Chapter 95 of the Florida Statutes. F. COUNTY shall be named as an additional insured with respect to CONSULTANT's liabilities hereunder in insurance coverages identified in Paragraphs C and D. G. CONSULTANT shall require its subcontractors 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 subcontractors. H. CONSULTANT shall provide to the COUNTY certificates of insurance or a copy of all insurance policies including those naming the COUNTY as an additional insured. The COUNTY reserves the right to require a certified copy of such policies upon request. I. If the CONSULTANT participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the CONSULTANT may be required to submit updated financial statements from the fund upon request from the COUNTY. ARTICLE IX MISCELLANEOUS 9.1 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience 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 SUCCESSORS AND ASSIGNS The CONSULTANT shall not assign or subcontract its obligations under this Agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and the CONSULTANT, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns, and legal representatives to the other and to the successors, assigns, and legal representatives of such other party. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the Board. 9.3 NO THIRD-PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 9.4 TERMINATION 8 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 fifteen (15) days' written notification to the CONSULTANT. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty (60) days' written notice of its intention to do so. C. Termination for Cause and Remedies: In the event of breach of any contract terms, the COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate this agreement for cause with 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 fifteen (15) calendar days' notice and provide the CONSUTANT 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 sixty (60) days' notice to CONSULTANT. If the COUNTY terminates this agreement with the CONSULTANT, COUNTY shall pay CONSULTANT the sum due the CONSULTANT under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract. The maximum amount due to CONSULTANT shall not exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. 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 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 Contractor/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. 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 9 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. 9.5 CONTRACT DOCUMENTS This contract consists of this Agreement, Attachments "A" (Scope of Work and Pricing) and "B" (County Forms), and any modifications made after execution by written amendment. In the event of any conflict between any of the Contract documents, the Form of the Agreement/this Agreement will control or alternatively the one imposing the greater burden on the CONSULTANT will control. 9.6 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, proposal, or reply on a contract to provide any goods or services to a public entity, may not submit a bid, proposal, or reply 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 a 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 subcontractor has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether CONSULTANT has been placed on the convicted vendor list. 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. 9.7 MAINTENANCE OF RECORDS / RIGHT TO AUDIT 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 (5)years from the final payment or termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the 10 Agreement and for five (5) years following the final payment or 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. RIGHT TO AUDIT Availability of Records. The records of the parties to this Agreement relating to the Project, which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc.); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); backcharge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by 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, Subcontractors, suppliers, and contractor's representatives. All records shall be kept for five (5) 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 Monroe County or County 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 Section 55.03, Fla. Stat., running from the date the monies were paid to CONSULTANT by the COUNTY. The right to audit provisions survive the termination of expiration of this Agreement. 9.8 GOVERNING LAW, VENUE, INTERPRETATION, AND MEDIATION 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, Florida, in the appropriate court or before the appropriate administrative body. This Agreement shall not be subject to arbitration. The COUNTY and CONSULTANT agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the 11 issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 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. 9.9 SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition, and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions, and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONSULTANT agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 9.10 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. 9.11 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONSULTANT and their respective legal representatives, successors, and assigns. 9.12 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. Each party agrees that it has had ample opportunity to submit this contract to legal counsel of its choice and enters into this Agreement freely, voluntarily, and with advice of counsel. 9.13 CLAIMS FOR FEDERAL OR STATE AID CONSULTANT and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement. Any conditions imposed as a result of funding that effect the Project will be provided to each party. 9.14 ADJUDICATION OF DISPUTES OR DISAGREEMENTS 12 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 9.4 concerning termination or cancellation. 9.15 COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONSULTANT agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONSULTANT specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 9.16 NONDISCRIMINATION / EQUAL EMPLOYMENT OPPORTUNITY CONSULTANT and COUNTY 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. CONSULTANT or COUNTY agrees 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 on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8)Title VI I I of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination 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. 9.17 COVENANT OF NO INTEREST 13 CONSULTANT and COUNTY covenant that neither presently has any interest, and shall not acquire any interest,which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 9.18 CODE OF ETHICS / DISCLOSURE AND CONFLICT OF INTEREST CONSULTANT represents that it, its directors, principals, and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this contract, as provided in Sec. 112.311, et. Seq., Florida Statutes. 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. In accordance with Section 5 (b), Monroe County Ordinance No. 010-1990, CONSULTANT warrants that it had not employed, retained or otherwise had act on its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 020-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee." 9.19 NO SOLICITATION/PAYMENT The CONSULTANT and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONSULTANT agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 9.20 COMPLIANCE WITH LAW AND LICENSE REQUIREMENTS In providing all services/goods pursuant to this Agreement, CONSULTANT shall abide by all laws of the Federal and State government, ordinances, rules, and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Compliance with all laws includes, but is not limited to, the immigration laws of the Federal and State government. 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 Agreement. CONSULTANT shall possess 14 proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. 9.21 PUBLIC ACCESS. Public Records Compliance. CONSULTANT must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and 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. 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. Sec. 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 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 CONSULTANT 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. 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 15 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. 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 NO. 305-292- 3470, BRADLEY-BRIAN(a,MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. 9.22 NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONSULTANT and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 9.23 PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 9.24 LEGAL OBLIGATIONS AND RESPONSIBILITIES Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be 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. 16 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. 9.26 ATTESTATIONS AND TRUTH IN NEGOTIATION CONSULTANT agrees to execute such documents as COUNTY may reasonably require, to include, but not limited to a Public Entity Crime Statement, an Ethics Statement, Non- Collusion Statement, and a Drug-Free Workplace Statement identified as"County Forms", attached hereto as Attachment "B" and made a part hereof. 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 fee and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one (1) year following the end of the Agreement. 9.27 NO PLEDGE OF CREDIT CONSULTANT shall not pledge the COUNTY's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. CONSULTANT further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. 9.28 TAXES COUNTY is exempt from payment of Florida State Sales and Use taxes. CONSULTANT shall not be exempted by virtue of the COUNTY's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is CONSULTANT authorized to use the COUNTY'S Tax Exemption Number in securing such materials. CONSULTANT shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this Agreement. 9.29 NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 9.30 MUTUAL REVIEW 17 This Agreement has been carefully reviewed by CONSULTANT and the COUNTY. Therefore, this Agreement is not to be construed against either party on the basis of authorship. 9.31 AGREEMENTS WITH SUBCONTRACTORS In the event that the CONSULTANT subcontracts any or all of the work in this project to any third party, the CONSULTANT specifically agrees to identify the County as an additional insured on all insurance policies required by the County. In addition, the CONSULTANT specifically agrees that all agreements or contracts of any nature with its subcontractors shall include the County as an additional insured. 9.32 AMENDMENTS No modification, amendment, or alteration in the terms or conditions contained in this Agreement shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by duly authorized representatives of COUNTY and CONSULTANT. 9.33 PRIOR AGREEMENTS This Agreement represents the final and complete understanding of the parties regarding the subject matter and supersedes all prior and contemporaneous negotiations and discussions regarding that subject matter. There is no commitment, agreement, or understanding concerning the subject matter of this Agreement that is not contained in this written Agreement. 9.34 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. 9.35 E-VERIFY SYSTEM Beginning January 1, 2021, in accordance with Fla. Stat., Sec. 448.095, the CONSULTANT 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 CONSULTANT 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 CONSULTANT shall comply with and be subject to the provisions of Fla. Stat., Sec. 448.095 9.36 UNCONTROLLABLE CIRCUMSTANCE Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond 18 such Party' control, without such Partys fauilt or negligence and that by its nature could not have been foreseen by such Party or, it it could have been foreseen,was unavoidable: (a) acts of God; ('b) flood, fire„ earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared or not)„ terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d)government order or law in the geographic area,of the Project; (e) actions, embargoes, or blockades in effect on or after the dlate of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Project;(each, a "Uncontrollable Circumstance"). CONSULTANT's financial inability to perform, changes in coast or availability of materials, components„ or services, market conditions, or supplier actions or contract disputes will not excuse performance by Consultant under this Section. CONSULTANT shall give County written notice within seven (7) days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. CONSULTANT shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement.. The COUNTY will not pay additional cost as a result of an, Uncontrollable Circumstance. The CONSULTANT may only seek a no cost extension for such reasonable time as the Owners Representative may determine. 9.37 ENTIRE AGREEMENT This writing embodies the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. Any amendment to this Agreement shall be in writing, approved by the parties,and signed by both parties before it becomes effective. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duty authorized representative on the day and year first above written. MOMRM MOM ATTOMEYSOFfICE Il ONROE COUNTY, FLORIDA �,pA,TD R } Digitally signed by Roman Gastesi By: Roman m a n G a S I e S I Date:2022.09.28 17:03:07-04'00' also ' County Administrator or Designee DATE: Date: Consultant°sWitness Signature: CONSULTANT; J. KARIDOY; STRATEOIE C y: Printed Na l Printed Name: kArV5 Title: cle n Gate: "f - Date: -END OF AGREEMENT 19 ATTACHMENT "A" Scope of Services / Pricing J. KARDYS STRATEGIES, LLC 20 J(S I IAIDY'S u»i» rSTRATEGIES ATTACHMENT "A" SCOPE OF WORK AND PRICING Consultant, J Kardys Strategies, LLC, shall provide the Professional Consulting Services described herein to provide support for the strategic and tactical direction of the newly created Monroe County Parks and Beaches Department. These services would be accomplished through a 3-phased approach to establish "where we are, where we want to be, and how to get there." The three phases are as follows: 1. Existing Conditions Analysis 2. Recreational Opportunities Analysis and Implementation Strategies 3. Develop scope for master plan These services include, but are not limited to: • Tour and inspect all existing Parks and Beaches properties and facilities with Department Director and provide recommendations on existing conditions and opportunities. • Review existing standards, organizational structure, systems, and processes and provide recommendations for programming, maintenance, and capital improvements. • Assist in the facilitation of strategic neighborhood meetings organized by staff and assist in the organization and interpretation of feedback and data • Work with Monroe GIS specialists to develop gap analysis and opportunities mapping. • Provide Comprehensive Plan opportunities analysis and recommend language revisions for consideration in County planning process. • Develop scope for future master plan. • Other related activities as requested by the County. PRICING Consultant / Project Executive $130.00 per hour rate Note: Hourly rate includes all travel related expenses such as mileage, lodging, meals, etc. This hourly rate will be held for the one-year period of this contract. 21 ATTACHMENT "B" County Forms 22 SWORN STATEMENT UNDER ORDINANCE NO. 01�0-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE L (Company) "...warrants that he/it has, not employed, retained or otherwise had act on: his/her behalf an,y former County officer or employee in violation, of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 9'10-1990, For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price,or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee." (Signatu Date: STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means of 0"'physical presence or 0 online notarization, on �Z-" (date)by L L (name of affiant). He/She is personally known to me or has produced F(- Dr, LJC (type of identification!),as identification. N AI �P6t L I�C-'L STEFANIE A,WHALEN A GG 242485 1c, MY COMMISSION My Commission Expires: EXPIRES.September 22,202, Bonded TW Notary Public UndB1101M E, (SEAL) 23 NO-N-COLLUSION AFFIDAVIT 1, ofthe city of�k L ��,��o according to law on ray oath, and under penalty of perjury, depose and say that. a. I arrw M of the firm of n i r e a . �../— .. the bidder making the Proposal for the ro)ect described in the ITeu nest for Proposals for With Bull authoruty to d and that I executed the said proposal o so; b. the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; C. unless otherwise required by law,the prices which have freers quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectlly, to any other bidder or to any competitor, and d. no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; e. the statements contained in this affidavit are true and correct, and wade with full knowledge that Monroe County reliies upon the truth of the statements contained in this affidavit in awarding contracts for said project. (Signatu el Date: STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed)before me, by means of p'hysical presence or 0 online notarization, on (date) by � � s (name of affiant). H�a/She is personally known to me or has produced n (type of identification)as identification, NOTARY PUBLIC MFAM A,WHALFN my coM'MISSIoN Nc 9485 Iw;fl'y Commission Expires $"' PIR S:September22a 2022 Bonded Thai 14e6rary Pa bfic UrWe 4 DRU,G-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 2817.087 hereby certifies that: (Name of Business) —5- 1. Publish a statement notifying, employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations, of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed' upon employees for,drug,abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In, the statement specified in subsection (1), notify the employees that, as a condition of working on the,commodities or contractual services that are under bid, the employee will abide by the,terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States,or any state, for a violation occun~ing in the workplace no later than five (5)days after such conviction. 5. Impose a sanction on, or require the satisfactory,participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section, As the person authorized to sign the statement, I th at hat this, complies fully with the above 'if''ha requirements., Sig 2 2- Date: 7-7 STATE OF: J., COUNTY OF: Subscribed and sworn to(or affirmed,)before me, by means of physical presence or 0 online notarization, on c (date) by Lµ (name of affiaint). He/She is personally known to me or has produced (type of identification) as identification. 4 4v"14=1- 4,A 6AL414,11,61- 1 NOTARY PUBLIC My Commission Expires: --40--e2-�-Cl Z (SEAL) hig! iggi,1 LEN 242485 wm� 7 0 2 [ A ICIA S'EFA IE W My COMMISS ON G IRESi.Spt,�Mb"22 2 2 ondXepd Thru Jqojary pubgc LdjjdeTvmjae, T�,u'I, d S7EFANIE A,WHALEN My COMMISSION#CG 242485 FXPIRES:Snp�ember 22,2022 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the Convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section,287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." I have read the above and state that neither -i )L�11(r ��Ak, (Respondent's name), nor any Affiliate has been, placed on the convicted vendor list within the last 36 months. (Signat6re) Date: STATEOF: COUNTY OF: Subscribed and sworn to or affirmed) before me, by means of, physical presence or 0 online notarization, on (date) by (name of affiant). He/She is personally known to me or has produced i s (type of identification) as identification. NNOTARY PUBLIC My Commission Expires: 2-c, (SEAL STEFANIEA,WHALEN ), My COMMISSION GG 242485 EXPIRES'September 22,2022 Votary Pub"k I 26 VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANILES,LISTS Proiect Description(s). cf-e5 51, r Z" /nv Rrspondent Vendor Name- Vendor FEIN: Vendor's Authorized Representative Name and Title., C,�� e - Address: c ';7 .. ................... L City:, State. —zip Phone Number: eD I Emaill Address: Section 287.135, Florida Statutes prohibits a company froin bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal,the company is on the Scrutinized Companies that Boycott Israel List,created pursuant to,Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on,submitting a proposal for,or entering into or renewing a contract for goods or services Of$1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which were created pursuant to s.215.473,Florida Statutes,or is engaged in business operations in Cuba or Syria., As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified above in the Section entitled"Respondent Vendor Name" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List,the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287,135,Florida,Statutes,the submission of a false certification may ,subject company to civil penalties, attorney's fees,and/or costs. I further understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the h-an petroleum Energy Sector List or been engaged in business operations in Cuba or Syria, Certified By: -J Artom qrA f";Idevs f -d 754 --------------- who is authorize to sign,on behalf of the above enced c r any. Authorized Signature:_ Print Name, Title: Note. The List are available at the following Department of Management Services,Site- W1 W!Lm)fm—v A-Ins'!n Y11—()Li A I q q m/b i,ss hies q4raficns/staid, vendor �nron-miu. Ists 27 MONROE COUNTY, FLORIDA REQUEST FOR WAIVER OF INSURANCE REQUIREMENTS It is requested!that the insurance requirements,as specified in the County's Schedule of Insurance Requirements, be waived or modified on the following contract. Contractor/Vendor; 111� Project or Service. prr 4e5e' ?—/I'-"° 'Aflw-wo Contractor/Vendor Address&Phone#: t0b -7 3303 ;1 General Scope of Work: t+e? Reason for Waiver or Modification: Policies Waiver or Modification will apply to: Lc . 4rA, Signature of Contractor/Vend Date---Approved Not Approved Risk Management Signature: Daite: County Administrator appeal: Approved: Not Approved: Date: Board of County Commissioners appeal: Approved: Not Approved:— Meeting Date: ...........— 28 DATE(MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE P• 05/19/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NORTHEAST AGENCIES INC/PHS NAME: 01210204 PHONE (866)467-8730 FAX (888)443-6112 (A/C,No,Ext): (A/C,No): The Hartford Business Service Center 3600 Wiseman Blvd E-MAIL San Antonio,TX 78251 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Hartford Underwriters Insurance Company 30104 J.Kardys Strategies,LLC INSURER B: 3800 HILLCREST DR APT 901 INSURER C: HOLLYWOOD FL 33021-7939 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD fMMIDDfYYYYI (MMIDD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED $1,000,000 PREMISES fEa occurrence X General Liability MED EXP(Any one person) $10,000 A X 01 SBU AJ9WVE 01/27/2022 01/27/2023 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,006,000 X JECT ❑LOC PRODUCTS-COMP/OP AGG $2,000,000 POLICY❑PRO OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $1,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) A ALL OWNED SCHEDULED 01 SBU AJ9WVE 01/27/2022 01/27/2023 BODILY INJURY(Per accident) AUTOS AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS I AUTOS (Per accident) 4X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $2,000,000 EXCESS LIAB CLAIMS- A MADE 01 SBU AJ9WVE 01/27/2022 01/27/2023 AGGREGATE $2,000,000 DED RETENTION$ 10,000 WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE I ER ANY YIN E.L.EACH ACCIDENT PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N/A E.L.DISEASE-EA EMPLOYEE (Mandatory in NH) If yes,describe under E.L.DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS below A Professional Liability 01 SBU AJ9WVE 01/27/2022 01/27/2023 Each Claim Limit $500,000 Aggregate Limit $500,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Those usual to the Insured's Operations.Certificate holder is an additional insured per the Business Liability Coverage Form SL3032 attached to this policy. CERTIFICATE HOLDER CANCELLATION Monroe County APPROVED BY RISK MANAGEMENT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 1100 SIMONTON ST BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED KEY WEST FL 33040 B - IN ACCORDANCE WITH THE POLICY PROVISIONS. BATE 5124/2022 AUTHORIZED REPRESENTATIVE WAVER NIA_YES®, ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD GOOSEHEAD INS AG LLC PRO9REMIKE® 1500 SOLANA BLVD 4500 AUTO WESTLAKE,TX 76262 NAIC Company Code: 24252 Policy Number: 934562601 Underwritten by: Progressive American Insurance Co Policyholder: JACK KARDYS Page 1 of 2 May 9,2022 GOOSEHEAD INS AG LLC 1-800-474-1377 Contact your agent for personalized service. Customer Service 1-800-876-5581 2 Verification of Insurance for 4 hours a day,7 days a week JACK KARDYS This verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein. Notwithstanding any requirement,term or condition of any contract or other document with respect to which this verification of insurance may be issued or may pertain,the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of the policies. Please accept this letter as verification of insurance for this policy. Policy and driver information ...................................................................................................................................................... Policy number: 934562601 ...................................................................................................................................................... Policy state: Florida ...................................................................................................................................................... Policy period: Jun 2, 2022 -Dec 2, 2022 ...................................................................................................................................................... There was no lapse in coverage during this policy period. ...................................................................................................................................................... Effective date: Jun 2, 2022 ...................................................................................................................................................... Drivers: JACK KARDYS Insured Driver DIANE KARDYS ...................................................................................................................................................... Address: 108 7TH LANE KEY LARGO, FL 33037 Vehicle information ...................................................................................................................................................... Vehicle: 2021 SUBARU FORESTER W/EYESIGHT ...................................................................................................................................................... Vehicle identification number: JF2SKARC9MH513830 ...................................................................................................................................................... Lienholder: CHASE AUTO FINANCE PO Box 901039 FT WORTH, TX 76101 Coverage information ...................................................................................................................................................... Liability To Others Bodily Injury Liability $250,000 each person/$500,000 each accident Property Damage Liability $100,000 each accident ...................................................................................................................................................... Personal Injury Protection/Deductible applies to $10,000 Deductible: $0 Named Insured/Spouse/Dependent Resident Relatives ...................................................................................................................................................... Comprehensive Actual Cash Value Deductible: $250 ...................................................................................................................................................... Collision Actual Cash Value Deductible: $500 Form Vol(07/13) Continued Policy Number: 934562601 Underwritten by: Progressive American Insurance Co Policyholder: JACK KARDYS Page 2 of 2 May 9,2022 Additional interest ...................................................................................................................................................... Monroe county 1100 Simonton St Key West, FL 33040 Form Vol(07/13) / I i KA,RDY'S STRREGIES 3800 Hille'rest Drive, #901' Hollywood, L 33�021Date: 4/29/2022 To: Monroe County 11OI Simonton Street, Key West, FL 33040 Attention., John Allen, Parks and Beaches Director From., J Kardys Strategies, LLC This, letter is to confirm that J Kardys Strategies, LLC is not required by stag: statute to carry workers compensation, insurance because 1' am the only employee of the company. Sincerely, Jack Kardy „ President J Kardys Strategies LLC