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Item O6 0.6 County f � .�� ",�, 1 BOARD OF COUNTY COMMISSIONERS Mayor Craig Cates,District 1 Mayor Pro Tem Holly Merrill Raschein,District 5 The Florida Keys Michelle Lincoln,District 2 James K.Scholl,District 3 David Rice,District 4 County Commission Meeting March 22, 2023 Agenda Item Number: 0.6 Agenda Item Summary #11793 BULK ITEM: Yes DEPARTMENT: Sustainability TIME APPROXIMATE: STAFF CONTACT: Rhonda Haag (305)453-8774 Not Applicable AGENDA ITEM WORDING: Approval to enter into a $50,000 Task Order 43 to develop a resilience and adaptation plan for Pigeon Key with WSP USA Environment & Infrastructure Solutions, Inc. (formerly Wood) under the Category C on-call Resilience and Environmental Engineering Services contract, funded by Department of Economic Opportunity Grant P0467. ITEM BACKGROUND: This item is to approve entering into a $50,000 Task Order 43 to the contract with WSP USA Environment & Infrastructure Solutions, Inc. (formerly Wood) for on-call professional engineering services for Category C resilience and environmental services to provide a Pigeon Key resilience and adaptation plan. The work is funded by grant P0467 from the Department of Economic Opportunity. Pigeon Key is a five-acre island located in Monroe County. Under this task order, a resilience plan will be developed for Pigeon Key. The Consultant will: 1) create the Pigeon Key Adaptation and Resiliency Advisory Group and conduct Advisory Group meetings; 2) prepare a background report that summarizes existing resources and studies on vulnerability, adaptation, and resiliency in Monroe County; 3) collect and analyze data and prepare a vulnerability assessment report on the assets of Pigeon Key that describes the vulnerability of historic buildings and supporting infrastructure to sea level rise and coastal flooding and the consequences on people, structures, and the environment; and 4) prepare an Adaptation and Resiliency Report and Implementation Plan for Pigeon Key that identifies strategies, actions and projects to enhance the protection of the historic and environmental resources of Pigeon Key from the potential effects of natural disaster and changing environmental conditions. PREVIOUS RELEVANT BOCC ACTION: 08-18-21: Approval to advertise on call professional engineering services for the resilience and Packet Pg. 3831 0.6 canal restoration programs, including Category A - Canal Master Plan Program Planning Services, Category B -Canal Infrastructure Engineering Services for Projects and Category C - Resilience/ Environmental Engineering Services. 03-16-22: Approval to enter into negotiations in rank order with one or more of the respondents for on-call professional engineering services for the Category C - Resilience and Environmental Engineering Services. 05/18/22: Approval to enter into a $0 contract with Wood Environment& Infrastructure Solutions, Inc. for on-call professional engineering services for the Category C - Resilience and Environmental Engineering Services. 11/15/22: Approval to enter into a $0 Amendment No. 1 to the contract with Wood Environment& Infrastructure Solutions, Inc. for on-call professional engineering services for the Category C - Resilience and Environmental Engineering Services for a name change to WSP USA Environment & Infrastructure Inc.; retroactive to September 26, 2022. 11/15/22: Approval to enter into a$200,000 Task Order 41 to the contract with WSP USA Environment& Infrastructure Solutions, Inc. (formerly Wood)under the Category C on-call Resilience and Environmental Engineering Services contract for the Harry Harris park resilient redesign funded 50%by DEP Grant 22FRP64 and 50%by budgeted funds. 02/15/23: Approval of revenue grant P0467 to create a Pigeon Key Resilience and Adaption Plan for $50,000 from the Florida Department of Economic Opportunity (DEO) Community Planning Technical Assistance program. [SUBMITTED 03/15/23: Approval to enter into a $150,000 Task Order 42 to the contract with WSP USA Environment& Infrastructure Solutions, Inc. (formerly Wood)under the Category C on-call Resilience and Environmental Engineering Services contract to develop a Natural Resources Adaptation Plan, funded 50%by DEP Grant 22FRP67 and 50%by budgeted funds.] CONTRACT/AGREEMENT CHANGES: Task Order 43 STAFF RECOMMENDATION: Approval. DOCUMENTATION: Task Order 43 for Pigeon Key Resilience Plan COI WSP catagory C signed exp 115 12023 - approved COI 05_18_2022 Agreement Category C FINANCIAL IMPACT: Effective Date: Upon execution Expiration Date: June 30, 2023 Value of Task Order 43: $50,000 Packet Pg. 3832 0.6 Total Cost to County: $0 Current Year Portion: $50,000 Total Dollar Value of Contract: $400,000. Budgeted: Grant funded Source of Funds: $50,000 DEO grant P0467 CPI: Yes Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: TBD Revenue Producing: No If yes, amount: Grant: No County Match: Insurance Required: Yes. Additional Details: 03/15/23 001-06000 GRANTS $50,000.00 03/15/23 001-05008 SUSTAINABIL,ITY $0.00 Total: $50,000.00 REVIEWED BY: Rhonda Haag Completed 03/03/2023 12:34 PM Cynthia Hall Completed 03/07/2023 12:46 PM Purchasing Completed 03/07/2023 1:11 PM Budget and Finance Completed 03/07/2023 1:52 PM Brian Bradley Completed 03/07/2023 2:33 PM Lindsey Ballard Completed 03/07/2023 2:42 PM Board of County Commissioners Pending 03/22/2023 9:00 AM Packet Pg. 3833 0.6.a TASK ORDER #03 FOR CATEGORY C ON-CALL PROFESSIONAL ENGINEERING SERVICES FOR ENVIRONMENTAL ENGINEERING SERVICES BETWEEN MONROE COUNTY AND WSP USA ENVIRONMENT & INFRASTRUCTURE INC. FOR PIGEON KEY ADAPTATION PLAN IN MONROE COUNTY, FLORIDA This Task Order #3 is entered into on this 22nd day of March 2023, in accordance with g' the Continuing Contract for On-Call Professional Environmental Engineering Services made and entered on the 18th day of May 2022, Amendment No.1 dated November 15tn 2022, between Monroe County, hereinafter referred to as the "County" and WSP USA Environment & Infrastructure, Inc. hereinafter referred to as "Consultant' where design services are allowed if construction costs do not exceed $4,000,000. All terms and conditions of the referenced Contract for On-Call Professional Engineering Services apply to the Task Order unless the Task Order modifies an Article of the Agreement of which will be specifically referenced in this Task Order and the modification shall be precisely described. 0 WITNESSETH c, WHEREAS, Pigeon Key is a five-acre island located in Monroe County and susceptible & sea level rise and storm surge; W WHEREAS, the County submitted a grant request for funding to the Florida Department 9 of Economic Opportunity (DEO) for the Community Planning Technical Assistance 0 (CPTA) Grant Program. WHEREAS, the project will develop an Adaptation Plan that includes (1) creating the Pigeon Key Adaptation and Resiliency Advisory Group and conducting Advisory Group meetings; (2) preparing a background report that summarizes existing resources and studies on vulnerability, adaptation, and resiliency in Monroe County; (3) collect and analyze data and prepare a vulnerability assessment report on the assets of Pigeon Key that describes the vulnerability of historic buildings and supporting infrastructure to sea level rise and coastal flooding and the consequences on people, structures and the environment; and (4) prepare an Adaptation and Resiliency Report and Implementation Plan for Pigeon Key that identifies strategies, actions, and projects to enhance the protection of the historic and environmental resources of Pigeon Key from the potential effects of natural disaster and changing environmental conditions; and WHEREAS, the budget is $50,000 with 100% funds being provided by the DEO CPTA Grant#P0467 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: c� Packet Pg. 3834 0.6.a ARTICLE 1.1 TERMS OF AGREEMENT: This Task Order is effective on February 15, 2023 and shall expire on June 30, 2023. c� ARTICLE II SCOPE OF BASIC SERVICES, PARAGRAPH 2.1.1 IS AMENDED AS FOLLOWS: Task 1: Pigeon Key Advisory Group Meetings and Background/Existing Conditions Report Create a Pigeon Key Adaptation and Resiliency Advisory Group that includes g' stakeholders related to the long-term sustainability and success of Pigeon Key. The Consultant shall host a minimum of at least three Advisory Group meetings throughout the project to gather input regarding the project. The Consultant shall prepare a written narrative summary of the input received at the Advisory Group meeting. 0 -119 U) The Consultant shall prepare and submit electronically a Monroe County Background Summary and Existing Conditions Report that describes the past and current vulnerability, adaptation, and resiliency policies of Monroe County and examines the implications of these policies for Pigeon Key. It will also look at the following: (1) shoreline characteristics; (2) structural conditions; (3) elevations; and (4) any other information deemed appropriate by The Consultant to develop adaptation actions. 0 Task 2: Pigeon Key Vulnerability Assessment Report U Prepare and submit electronically a Pigeon Key Vulnerability Assessment Report that W includes the following: (1) a summary list of all assets (e.g., buildings, infrastructure, environment, and people) on Pigeon Key; (2) a risk, exposure, and sensitivity analysis of the potential sea level rise and flood risk of the buildings, infrastructure, environment, and people on Pigeon Key; (3) a determination of the type and location of adaptation and resiliency strategies appropriate for Pigeon Key to address the vulnerability of buildings, infrastructure, environment, and people; and (4) any other information deemed appropriate by the Consultant. Task 3: Pigeon Key Adaptation and Resiliency Report and Implementation Plan Prepare and submit electronically a Pigeon Key Adaptation and Resiliency Report and Implementation Plan that includes the following: (1) a summary of Advisory Group input; (2) a summary of existing Monroe County plans and studies related to vulnerability, adaptation, and resiliency; (3) a summary of the vulnerability assessment and asset inventory; (4) a prioritized list of adaptation and resiliency strategies and projects and potential funding sources for each project;(5) a plan that identifies the roles and expectations for local government, community organizations(s) and community member(s) responsible for the implementation of the strategies and projects; (6) an -ldc U) Implementation Plan timeline to encompass a schedule of activities, actions, and actors M for each strategy; and (7) any other information deemed appropriate by the Consultant. c� Packet Pg. 3835 0.6.a Article VII, Paragraph 7.1.1 is amended to include the following: The Consultant shall be paid Fifty Thousand and Zero Dollars and Zero cents ($50,000.00) on a lump sum basis for the services described above. TASK DESCRIPTION TOTAL DUE DATE Task 1 Advisory Group Meetings and Background/Existing Conditions Report $25,000.00 03/31/2023 Task 2 Vulnerability Assessment Report $10,000.00 05/31/2023 Task 3 Adaptation Plan $15,000.00 06/14/2023 P TOTAL LUMP SUM $50,000.00 M COVID-19 Notwithstanding anything mentioned in this proposal, the attached documents or any 0 -119 terms or conditions applicable to WSP's work, if WSP's work is delayed, disrupted, suspended, or otherwise impacted as a direct or indirect result of COVID-19 (coronavirus), including, but not limited to, by (1) disruptions to material and/or equipment supply; (2) illness of WSP's or Subcontractors' workforce and/or unavailability of labor; (3) government quarantines, closures, or other mandates, restrictions, and/or U directives; (4) WSP's or Subcontractors' restrictions and/or directives; and/or (5) fulfillment of WSP's or Subcontractors' contractual or legal health and safety obligations associated with COVID-19; then, WSP shall be entitled to a reasonable adjustment to the schedule and duration to account for such delays, disruptions, suspensions, and impacts. To the extent the causes identified herein result in an increase in the price of labor, U materials, or equipment used in the performance of these services, WSP may be entitled to a mutually-agreed-upon equitable adjustment to the price for such increases, provided 0 WSP presents documentation of such increases (including the original prices). CL FINANCIAL CONSEQUENCES A. Financial consequences of$50 a business day up to a maximum amount of$500 shall be imposed in each of the following circumstances: 1. Consultant submits a deliverable to the County more than ten (10) business days after the deliverable due date. Financial consequences begin to accrue on the eleventh business day following the deliverable due date and continue until LM the deliverable is received by the County or the maximum amount of financial consequence accrues, whichever occurs first. 0 2. Consultant is given a notice of insufficiency and fails to submit to County a corrected deliverable within the timeframe provided in Section 11 of this Scope of Work. Financial consequences begin to accrue on the business day following the deadline under Section 11 of this Scope of Work and continue until the corrected deliverable is received by the County or the maximum financial consequence accrues, whichever occurs first. c� Packet Pg. 3836 0.6.a B. Imposition of the above-described financial consequences shall in no manner affect the County's right to impose or implement other provisions in this Agreement including the right to terminate this Agreement. C. Any late fees or deliverables rejected by DEO and not reimbursed to the County by DEO shall be deducted from payments due to the Consultant. 0 Consultant shall comply with the requirements of grant agreement#P0467, attached hereto. 0 -119 U) U 0 U U CL c� 0 CL L_ 0 U) c� Packet Pg. 3837 0.6.a IN WITNESS WHEREOF, each party caused the Task Order #3 to be executed by its duly authorized representative. CONSULTANT: WITNESS: WSP USA Environment & Infrastructure Inc. 03/02/2023 03/02/2023 Signature Date Signature Date Assistant Vice President, Civil Engineer- FL Civil Team Lead Title 0 (SEAL) U 0 0 BOARD OF COUNTY COMMISSIONERS ATTEST: KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA U By: by: Mayor/Chairman 0, As Deputy Clerk Date: 0 CL - 0 M Approved as to form and legal sufficiency: Monroe County Attorney's Office 3-7-2023 c� Packet Pg. 3838 CL CL 0 -ldc U) CL u 0 u w u 0 a i2 CL CL L- 0 0 -ldc U) 4i E Packet Pg. 3839 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 ibit 0.6.a Agreement#P0467 COMMUNITY PLANNING TECHNICAL ASSISTANCE GRANT AGREEMENT STATE OF FLORIDA CL DEPARTMENT OF ECONOMIC OPPORTUNITY c� THIS GRANT AGREEMENT ("Agreement") is made and entered into by and between the State of Florida, Department of Economic Opportunity ("DEO"), and Monroe County, Florida ("Grantee"). DEO and Grantee are sometimes referred to herein individually as a "Party" and collectively as "the Parties." WHEREAS, DEO has the authority to enter into this Agreement and distribute State of Florida funds ("Award Funds") in the amount and manner set forth in this Agreement and in the following g' CL Attachments incorporated herein as an integral part of this Agreement: M Attachment 1: Scope of Work Attachment 1-A: Invoice: Grantee's Subcontractor(s) (Contractual Services) o -119 Attachment 1-B: Invoice: Grantee's Employee(s) U) M Attachment 1-C: Invoice: Combination of Grantee's Subcontractor(s) and Grantee's Employee(s) Attachment 1-D: Grant Agreement Final Closeout Form Attachment 1-E: SERA Access Authorization Form (form provided after execution of this U agreement) 0 Attachment 2 and Exhibit 1 to Attachment 2: Audit Requirements Attachment 3: Audit Compliance Certification U WHEREAS, the Agreement and its aforementioned Attachments are hereinafter collectively referred to as the "Agreement", and if any inconsistencies or conflict between the language of this Agreement and its Attachments arise,then the language of the Attachments shall control, but only to the extent of the conflict or inconsistency; 0- WHEREAS, Grantee hereby represents and warrants that Grantee's signatory to this Agreement CL has authority to bind Grantee to this Agreement as of the Effective Date and that Grantee, through its undersigned duly-authorized representative in his or her official capacity, has the authority to request, accept, and expend Award Funds for Grantee's purposes in accordance with the terms and conditions of this Agreement; NOW THEREFORE,for and in consideration of the covenants and obligations set forth herein and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound hereby agree to perform the duties described herein in this CL Agreement as follows: A. AGREEMENT PERIOD This Agreement is effective as of July 1, 2022 (the "Effective Date") and shall continue until the earlier to occur of(a) June 30, 2023 (the "Expiration Date") or(b) the date on which either Party terminates this Agreement (the "Termination Date"). The period of time between the Effective ; Date and the Expiration Date or Termination Date is the "Agreement Period." B. FUNDING Page 1 of 39 Rev.5/19/21 Packet Pg. 3840 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A1 8531 CD59F5 0.6.a Agreement#P0467 This Agreement is a cost reimbursement Agreement. DEC)shall pay Grantee up to Fifty Thousand Dollars and Zero Cents ($50,000.00) in consideration for Grantee's performance under this Agreement. DEO, in its sole and absolute discretion, may provide Grantee an advance of Award CL Funds under this Agreement. Travel expenses are authorized under this Agreement.Grantee shall submit bills for such travel expenses and shall be reimbursed only in accordance with Section (s.) 112.061, Florida Statutes (F.S.), and the Invoice Submittal Procedures delineated in Attachment 1, Scope of Work. DEO shall not pay Grantee's costs related to this Agreement incurred outside of the Agreement Period. In conformity with s. 287.0582, F.S., the State of Florida and DEO's performance and obligation to pay any Award Funds under this Agreement is contingent upon an annual appropriation by the Legislature. DEC)shall have final unchallengeable authority as to both the availability of funds and what constitutes an "annual appropriation" of funds. Grantee shall g' not expend Award Funds for the purpose of lobbying the Legislature,the judicial branch,or a state agency. Grantee shall not expend Award Funds to pay any costs incurred in connection with any defense against any claim or appeal of the State of Florida or any agency or instrumentality thereof (including DEO); or to pay any costs incurred in connection with the prosecution of any 0 claim or appeal against the State of Florida or any agency or instrumentality thereof (including DEO),which Grantee instituted or in which Grantee has joined as a claimant. Grantee shall either (i) maintain Award Funds in a separate bank account, or (ii) expressly designate in Grantee's LO business records and accounting system that the Award Funds originated from this Agreement. Grantee shall not commingle Award Funds with any other funds. DEC) may refuse to reimburse t3 Grantee for purchases made with commingled funds. Grantee's costs must be in compliance with all laws, rules, and regulations applicable to expenditures of State funds, including the Reference Guide for State Expenditures t3 (ht ferenceGuideforStateExpe nditures,pdf). C. ELECTRONIC FUNDS TRANSFER U Within 30 calendar days of the date the last Party has signed this Agreement, Grantee shall enroll in Electronic Funds Transfer (EFT) from the State's Chief Financial Officer. A copy of the Authorization form can be found on the vendor instruction page at: https:!/www.myfloridacfo.com/Division/AAZVendorsldefault.htm. Any questions should be directed to the Direct Deposit Section of the Division of Accounting and Auditing at (850) 413- 5517. Once enrolled, invoice payments shall be made by EFT. D. RENEGOTIATION OR MODIFICATION 0 0 The Parties agree to renegotiate this Agreement if federal and/or state revisions of any applicable laws or regulations make changes to this Agreement necessary. In addition to changes L- necessitated by law, DEC) may at any time, with written notice to Grantee, make changes within , the general scope and purpose of this Agreement, at DEO's sole and absolute discretion. Such changes may include modifications of the requirements, changes to processing procedures, or other changes as decided by DEO. Grantee shall be responsible for any due diligence necessary to determine the impact of each aforementioned modification or change.Any modification of this Agreement Grantee requests must be in writing and duly signed and dated by all Parties in order to be valid and enforceable. E.AUDIT REQUIREMENTS AND COMPLIANCE Page 2 of 39 Rev.5/19/21 Packet Pg. 3841 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 1. Section 215.971, Florida Statutes ("F.S."). Grantee shall comply with all applicable provisions of s. 215.971, F.S., and Attachment 2 and Exhibit 1 to Attachment 2: Audit Requirements. Grantee shall perform the deliverables and tasks set forth in Attachment 1, Scope of Work. Grantee may only expend Award Funds for allowable costs resulting from obligations incurred during the Agreement Period. Grantee shall refund to DEO any: (1) balance of unobligated Award Funds which have been advanced or paid to Grantee;or(2)Award Funds paid in excess of the amount to which Grantee is entitled under the terms and conditions of this Agreement and Attachments hereto, upon expiration or termination of this Agreement. 2. Audit Compliance. Grantee understands and shall comply with the requirements of s. 20.055(5), F.S. Grantee agrees to reimburse the State for the reasonable costs of investigation the Inspector General or other authorized State official incurs for investigations of Grantee's compliance with the terms of this or any other agreement between the Grantee and the State which results in the suspension or debarment of Grantee. Grantee shall not be responsible for any costs of investigations that do not result in Grantee's suspension or debarment. 0 -119 U) F. RECORDS AND INFORMATION RELEASE CL LO 1. Records Compliance. DEO is subject to the provisions of chapter 119, F.S., relating to public records. Any document Grantee submits to DEO under this Agreement may constitute public t3 records under the Florida Statutes.Grantee shall cooperate with DEO regarding DEO's efforts to comply with the requirements of chapter 119, F.S. Grantee shall respond to requests to inspect or copy such records in accordance with chapter 119, F.S.for records made or received t3 by Grantee in connection with this Agreement. Grantee shall immediately notify DEO of the receipt and content of any request by sending an e-mail to PRReguest deo.myflorida.com LU within one business day after receipt of such request. Grantee shall indemnify, defend, and hold DEO harmless from any violation of Florida's public records laws wherein DEC's disclosure or nondisclosure of any public record was predicated upon any act or omission of 0 Grantee. As applicable, Grantee shall comply with s. 501.171, F.S. DEO may terminate this Agreement if Grantee fails to comply with Florida's public records laws. Grantee shall allow public access to all records made or received by Grantee in connection with this Agreement, unless the records are exempt from s. 24(a) of Article I of the State Constitution or s. 119.07(1), F.S. 2. Identification of Records. Grantee shall clearly and conspicuously mark all records submitted to DEO if such records are confidential and exempt from public disclosure. Grantee's failure to clearly mark each record and identify the legal basis for each exemption from the 0 requirements of chapter 119, F.S., prior to delivery of the record to DEO serves as Grantee's g' waiver of a claim of exemption. Grantee shall 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 as long as those records are confidential and exempt pursuant to Florida law. If DEO's claim of exemption asserted in response to Grantee's assertion of confidentiality is challenged in any court of law, Grantee shall defend, assume, and be responsible for all fees, costs, and expenses in connection with such challenge. 3. Keeping and Providing Records. DEO and the State have an absolute right to view, inspect, or make or request copies of any records arising out of or related to this Agreement. Grantee has an absolute duty to keep and maintain all records arising out of or related to this Agreement. DEO may request copies of any records made or received in connection with this Page 3 of 39 Rev.5/19/21 Packet Pg. 3842 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A1 8531 CD59F5 0.6.a Agreement#P0467 Agreement, or arising out of Grantees use of Award Funds, and Grantee shall provide DEO with copies of any records within 10 business days after DEO's request at no cost to DEO. Grantee shall maintain all books, records, and documents in accordance with generally accepted accounting procedures and practices which sufficiently and properly reflect all expenditures of Award Funds. For avoidance of doubt, Grantee's duties to keep and provide records to DEO includes all records generated in connection with or as a result of this Agreement. Upon expiration or termination of this Agreement, Grantee shall transfer, at no cost, to DEO all public records in possession of Grantee or keep and maintain public records required by DEO to perform the service. If Grantee keeps and maintains public records upon completion of this Agreement, Grantee shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to DEO, upon request from DEC's custodian of records, in a format that is compatible with the information technology systems of DEO. 4. Audit Rights. Representatives of the State of Florida, DEO, the State Chief Financial Officer, 0 the State Auditor General, the Florida Office of Program Policy Analysis and Government Accountability or representatives of the federal government and their duly authorized representatives shall have access to any of Grantee's books, documents, papers, and records, LO including electronic storage media, as they may relate to this Agreement,for the purposes of conducting audits or examinations or making excerpts or transcriptions. t3 0 S. Single Audit Compliance Certification. Annually within 60 calendar days of the close of Grantee's fiscal year, Grantee shall electronically submit a completed Audit Compliance t3 Certification (a version of this certification is attached hereto as Attachment 3 to Audit deo.myflorida.com. Grantee's timely submittal of one completed Audit Compliance W Certification for each applicable fiscal year will fulfill this requirement for all agreements between DEO and Grantee. t? 6. Ensure Compliance. Grantee shall ensure that any entity which is paid from, or for which C Grantee's expenditures will be reimbursed by, Award Funds, is aware of and will comply with CL the aforementioned audit and record keeping requirements. 2 7. Contact Custodian of Public Records for Questions. IF THE GRANTEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE GRANTEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS by telephone at (850) 245-7140, via e-mail at P PRReguest@deo.myflorida.com, or by mail at Department of Economic Opportunity, Public Records Coordinator, 107 East Madison Street, Caldwell Building, Tallahassee, Florida 32399-4128. G.TERMINATION AND FORCE MAJEURE 1. Termination due to Lack of Funds: In the event funds to finance this Agreement become unavailable or if federal or state funds upon which this Agreement is dependent are withdrawn or redirected, DEO may terminate this Agreement upon no less than 24 hour written notice to Grantee. DEO shall be the final authority as to the availability of funds and Page 4 of 39 Rev.5/19/21 Packet Pg. 3843 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 will not reallocate funds earmarked for this Agreement to another program thus causing"lack of funds." In the event of termination of this Agreement under this provision,Grantee will be paid for any work satisfactorily completed prior to notification of termination. The lack of funds shall not constitute DEO's default under this Agreement. 2) 2. Termination for Cause: DEO may terminate the Agreement if Grantee fails to: (1) deliver the services within the time specified in the Agreement or any extension; (2) maintain adequate progress, thus endangering performance of the Agreement; (3) honor any term of the Agreement;or(4)abide by any statutory, regulatory,or licensing requirement. The rights and remedies of DEO in this clause are in addition to any other rights and remedies provided by law or under the Agreement. Grantee shall not be entitled to recover any cancellation charges CL or lost profits. 3. Termination for Convenience: DEO, by written notice to Grantee, may terminate this Agreement in whole or in part when DEO determines in DEO's sole and absolute discretion 0 -119 that it is in DEO's interest to do so. Grantee shall not provide any deliverable pursuant to Attachment 1: Scope of Work after it receives the notice of termination, except as DEO CL otherwise specifically instructs Grantee in writing. Grantee shall not be entitled to recover LO any cancellation charges or lost profits. t3 4. Grantee's Responsibilities Upon Termination: If DEO issues a Notice of Termination to Grantee, except as DEO otherwise specifies in that Notice, Grantee shall: (1) Stop work under this Agreement on the date and to the extent specified in the notice; (2) complete t3 performance of such part of the work DEO does not terminate; (3)take such action as may be necessary, or as DEO may specify, to protect and preserve any property which is in the W possession of Grantee and in which DEO has or may acquire an interest; and (4) upon the effective date of termination, Grantee shall transfer, assign, and make available to DEO all 9 property and materials belonging to DEO pursuant to the terms of this Agreement and all 0 Attachments hereto. Grantee shall not receive additional compensation for Grantee's services in connection with such transfers or assignments. CL c� 5. Force Majeure and Notice of Delay from Force Majeure. Neither Party shall be liable to the other for any delay or failure to perform under this Agreement if such delay or failure is neither the fault nor the negligence of the Party or its employees or agents and the delay is due directly to acts of God, wars, acts of public enemies, strikes,fires,floods, or other similar cause wholly beyond the Party's control, or for any of the foregoing that affects subcontractors or suppliers if no alternate source of supply is available. However,in the event o of delay from the foregoing causes, the Party shall take all reasonable measures to mitigate any and all resulting delay or disruption in the Party's performance obligation under this Agreement. If the delay is excusable under this FORCE MAJEURE AND NOTICE OF DELAY FROM FORCE MAJEURE section,the delay will not result in any additional charge or cost under the Agreement to either Party. In the case of any delay Grantee believes is excusable under this FORCE MAJEURE AND NOTICE OF DELAY FROM FORCE MAJEURE section, Grantee shall notify DEO in writing of the delay or potential delay and describe the cause of the delay either: (1) within 10 calendar days after the cause that creates or will create the delay first arose, if Grantee could reasonably foresee that a delay could occur as a result; or (2) within five calendar days after the date Grantee first had reason to believe that a delay could result, if the delay is not reasonably foreseeable. THE FOREGOING SHALL CONSTITUTE GRANTEE'S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in strict accordance Page 5 of 39 Rev.5/19/21 Packet Pg. 3844 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 with this FORCE MAJEURE AND NOTICE OF DELAY FROM FORCE MAJEURE section is a condition precedent to such remedy. DEO, in its sole discretion, will determine if the delay is excusable under this FORCE MAJEURE AND NOTICE OF DELAY FROM FORCE MAJEURE section and will notify Grantee of its decision in writing. No claim for damages, other than for an extension of time,shall be asserted against DEC. Grantee shall not be entitled to an increase in the Agreement price or payment of any kind from DEO for direct, indirect, consequential, impact,or other costs,expenses or damages, including but not limited to costs of acceleration or inefficiency arising because of delay, disruption, interference,or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this FORCE MAJEURE AND NOTICE OF DELAY FROM FORCE MAJEURE 0 section, after the causes have ceased to exist, Grantee shall perform at no increased cost, unless DEO determines, in its sole discretion,that the delay will significantly impair the value of the Agreement to DEO or the State, in which case, DEO may terminate the Agreement in whole or in part. 0 H. BUSINESS WITH PUBLIC ENTITIES U) CL Grantee is aware of and understands the provisions of s. 287.133(2)(a), F.S., and s. 287.134(2)(a), F.S. As required by s. 287.135(5), F.S., Grantee certifies that it is not: (1) listed on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725, F.S.; (2)engaged in a boycott t3 of Israel; (3) listed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized 0 Companies with Activities in the Iran Petroleum Energy Sector List,created pursuantto s. 215.473, F.S.; or(4) engaged in business operations in Cuba or Syria. DEO may immediately terminate this Agreement if Grantee submits a false certification as to the above, or if Grantee is placed on the Scrutinized Companies that Boycott Israel List, engages in a boycott of Israel, is placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has engaged in business operations in Cuba or Syria. 9 a I. CONTINUING DISCLOSURE OF LEGAL PROCEEDINGS. (Notopplicoble) a i2 CL J. ADVERTISING AND SPONSORSHIP DISCLOSURE 2 1. Limitations on Advertising of Agreement. DEO does not endorse any Grantee, commodity, or service. Unless authorized under the scope of work, subject to chapter 119, F.S., Grantee shall not publicly disseminate any information concerning this Agreement without prior written approval from DEO, including, but not limited to mentioning this Agreement in a press release or other promotional material, identifying DEO or the State as a reference, or otherwise linking Grantee's name and either a description of the Agreement or the name of P CL DEO or the State in any material published, either in print or electronically,to any entity that L- is not a Party to this Agreement, except potential or actual employees, agents, representatives,or subcontractors with the professional skills necessary to perform the work services required by the Agreement. 2. Disclosure of Sponsorship. As required by s. 286.25, F.S., if Grantee is a nongovernmental organization which sponsors a program financed wholly or in part by state funds, including any funds obtained through this Agreement, it shall, in publicizing, advertising, or describing the sponsorship of the program, state: "Sponsored by (Grantee's name) and the State of Florida, Department of Economic Opportunity." If the sponsorship reference is in written material, the words "State of Florida, Department of Economic Opportunity" shall appear in the same size letters or type as the name of the organization. Page 6 of 39 Rev.5/19/21 Packet Pg. 3845 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 K. INVOICES AND PAYMENTS CL 1. Grantee will provide invoices in accordance with the requirements of the State of Florida Reference Guide for State Expenditures (httsa//www®rnyfloriacfo®corn/Division/AA/ anuals/documents/ eferenceGuief orStatexpenitures®pf), with detail sufficient for a proper pre-audit and post-audit thereof. Grantee shall comply with the Invoice Submittal and Payment provisions of Section 10 of Attachment 1, Scope of Work, and with the following requirements: 0 0 2M a. Invoices must be legible and must clearly reflect the goods/services that were provided CL in accordance with the terms of the Agreement for the invoice period. Payment does not , become due under the Agreement until the invoiced deliverable(s) and any required report(s) are approved and accepted by DEO. 0 -119 b. Invoices must contain the Grantee's name, address, federal employer identification number or other applicable Grantee identification number, the Agreement number, the CL Grantee's invoice number, an invoice date,the dates of service,the deliverable number, a description of the deliverable, a statement that the deliverable has been completed, and the amount being requested. DEO or the State may require any additional U information from Grantee that DEO or the State deems necessary to process an invoice. 0 c. Invoices must be submitted in accordance with the time requirements specified in the U Scope of Work. �s 2. At DEO's or the State's option, Grantee may be required to invoice electronically pursuant to guidelines of the Department of Management ement Services.p g 3. Payment shall be made in accordance with s. 215.422, F.S., Rule 691-24, F.A.C., and s. 287.0585, F.S., which govern time limits for payment of invoices. Section 215.422, F.S., provides that agencies have five (5)working days to inspect and approve goods and services unless the Scope of Work specifies otherwise. DEO has twenty (20) days to deliver a request for payment (voucher) to the Department of Financial Services. The twenty (20) days are measured from the latter of the date the invoice is received or the goods or services are received, inspected and approved. The Scope of Work may specify conditions for retainage. Invoices returned to a Grantee due to preparation errors will result in a delay of payment. Invoice payment requirements do not start until a properly completed invoice is provided to DEO. DEO is responsible for all payments under the Agreement. 4. Section 55.03(1), F.S., identifies the process applicable to the determination of the rate of L_ interest payable on judgments and decrees, and pursuant to s. 215.422(3)(b), F.S., this same , process applies to the determination of the rate of interest applicable to late payments to vendors for goods and services purchased by the State and for contracts which do not specify a rate of interest. The applicable rate of interest is published at: U) M https://www,mYfloridacfo,com/Division/AA/LocalGovernments/Current.htm S. Grantee shall submit the final invoice for payment to DEO no later than 60 days after the Agreement ends or is terminated. If Grantee fails to do so, DEO, in its sole discretion, may Page 7 of 39 Rev.5/19/21 Packet Pg. 3846 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 refuse to honor any requests submitted after this time period and may consider Grantee to have forfeited any and all rights to payment under this Agreement. CL L. RETURN OR RECOUPMENT OF FUNDS c� 2 1. Recoupment. Notwithstanding anything in this Agreement to the contrary, DEO has an absolute right to recoup Award Funds. DEO may refuse to reimburse Grantee for any cost if DEO determines that such cost was not incurred in compliance with the terms of this Agreement. DEO may demand a return of Award Funds if DEO terminates this Agreement. The application of financial consequences as set forth in the Scope of Work is cumulative to any of DEO's rights to recoup Award Funds. Notwithstanding anything in this Agreement toCL g' the contrary, in no event shall the application of any financial consequences or recoupment of Award Funds exceed the amount of Award Funds, plus interest. 2. Overpayments. If Grantee's (a) noncompliance with this Agreement or any applicable 0 federal, state, or local law, rule, regulation or ordinance, or (b) Grantee's performance or nonperformance of any term or condition of this Agreement results in (i) an unlawful use of Award Funds; (ii)a use of Award Funds that doesn't comply with the terms of this Agreement; LO or(iii) a use which constitutes a receipt of Award Funds to which Grantee is not entitled (each such event an "Overpayment"), then Grantee shall return such Overpayment of Award Funds U to DEO. 0 3. Discovery of Overpayments. Grantee shall refund any Overpayment of Award Funds to DEO t3 within 30 days of Grantee's discovery of an Overpayment, or receipt of notification from DEO that and Overpayment has occurred. DEO is the final authority as to what may constitute an W Overpayment of Award Funds. Refunds should be sent to DEO's Agreement Manager and made payable to the "Department of Economic Opportunity". Should repayment not be made in a timely manner, DEO may charge interest at the lawful rate of interest on the 0 outstanding balance beginning 30 days after the date of notification or discovery. a i2 CL 4. Right of Set-Off. DEO and the State shall have all of its common law, equitable and statutory rights of set-off, including,without limitation,the State's option to withhold for the purposes of set-off any moneys due to Grantee underthis Agreement up to any amounts due and owing to DEO with respect to this Agreement, any other contract with any State department or agency, including any contract for a term commencing prior to the term of this Agreement, plus any amounts due and owing to the State for any other reason. The State shall exercise its set-off rights in accordance with normal State practices including, in cases of set-off 0 pursuant to an audit, the finalization of such audits by the State or its representatives. CL L_ 0 M. INSURANCE Unless Grantee is a state agency or subdivision as defined in s. 768.28(2), F.S., Grantee shall provide and maintain at all times during this Agreement adequate commercial general liability insurance coverage. A self-insurance program established and operating under the laws of the State of Florida may provide such coverage. Grantee, at all times during the Agreement, at Grantee's sole expense, shall provide commercial insurance of such a type and with such terms and limits as may be reasonably associated with this Agreement, which, as a minimum, shall be: workers' compensation and employer's liability Page 8 of 39 Rev.5/19/21 Packet Pg. 3847 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 insurance in accordance with chapter 440, F.S., with minimum employer's liability limits of $100,000 per accident, $100,000 per person, and $500,000 policy aggregate. Such policy shall cover all employees engaged in any Agreement work. CL c� Grantee shall maintain insurance coverage of such types and with such terms and limits as may be reasonably associated with this Agreement, as required by law, and as otherwise necessary and prudent for the Grantee's performance of its operations in the regular course of business. The limits of coverage under each policy maintained by Grantee shall not be interpreted as limiting Grantee's liability and obligations under this Agreement. All insurance policies shall be through insurers licensed and authorized to write policies in Florida, and such policies shall cover all employees engaged in any Agreement work. Grantee shall maintain any other insurance CL required in the Scope of Work. Upon request, Grantee shall produce evidence of insurance to DEC. DEO shall not pay for any costs of any insurance or policy deductible, and payment of any o -119 insurance costs shall be Grantee's sole responsibility. Providing and maintaining adequate insurance coverage is a material obligation of Grantee,and failure to maintain such coverage may CL void the Agreement, at DEO's sole and absolute discretion, after DEO's review of Grantee's insurance coverage when Grantee is unable to comply with DEO's requests concerning additional , appropriate and necessary insurance coverage. Upon execution of this Agreement, Grantee shall t3 rovide DEO written verification of the existence and amount for each t e of applicable p Yp0 insurance coverage.Within 30 calendar days of the effective date of the Agreement,Grantee shall furnish DEO proof of applicable insurance coverage by standard ACORD form certificates of t3 insurance. In the event that an insurer cancels any applicable coverage for any reason, Grantee shall immediately notify DEO of such cancellation and shall obtain adequate replacement W coverage conforming to the requirements herein and provide proof of such replacement coverage within 15 business days after the cancellation of coverage. Copies of new insurance certificates must be provided to DEO's Agreement Manager with each insurance renewal. 0 C N. CONFIDENTIALITY AND SAFEGUARDING INFORMATION CL c� Each Party may have access to confidential information made available by the other. The provisions of the Florida Public Records Act, Chapter 119, F.S., and other applicable state and federal laws will govern disclosure of any confidential information received by the State of Florida. Grantee must implement procedures to ensure the appropriate protection and confidentiality of all data,files, and records involved with this Agreement. CL Except as necessary to fulfill the terms of this Agreement and with the permission of DEC, Grantee L- shall not divulge to third parties any confidential information obtained by Grantee or its agents, , distributors, resellers, subcontractors, officers, or employees in the course of performing Agreement work, including, but not limited to, security procedures, business operations information, or commercial proprietary information in the possession of the State or DEC. U) Grantee shall not use or disclose any information concerning a recipient of services under this Agreement for any purpose in conformity with state and federal law or regulations except upon written consent of the recipient, or Recipients' responsible parent or guardian when authorized by law, if applicable. Page 9 of 39 Rev.5/19/21 Packet Pg. 3848 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 When Grantee has access to DEO's network and/or applications, in order to fulfill Grantee's obligations under this Agreement, Grantee shall abide by all applicable DEO Information Technology Security procedures and policies. Grantee (including its employees, subcontractors, CL agents, or any other individuals to whom Grantee exposes confidential information obtained under this Agreement), shall not store,or allow to be stored, any confidential information on any portable storage media (e.g., laptops, thumb drives, hard drives, etc.) or peripheral device with the capacity to hold information. Failure to strictly comply with this provision shall constitute a breach of Agreement. Grantee shall immediately notify DEO in writing when Grantee, its employees, agents, or representatives become aware of an inadvertent disclosure of DEO's unsecured confidential g' CL information in violation of the terms of this Agreement. Grantee shall report to DEO any Security Incidents of which it becomes aware, including incidents sub-contractors or agents reported to Grantee. For purposes of this Agreement, "Security Incident" means the attempted or successful unauthorized access,use,disclosure,modification,or destruction of DEO information in Grantee's 0 possession or electronic interference with DEO operations; provided, however, that random attempts at access shall not be considered a security incident. Grantee shall make a report to DEO not more than seven business days after Grantee learns of such use or disclosure. Grantee's LO report shall identify,to the extent known: (i)the nature of the unauthorized use or disclosure, (ii) the confidential information used or disclosed, (iii) who made the unauthorized use or received t3 the unauthorized disclosure, (iv) what Grantee has done or shall do to mitigate any detrimental 0 effect of the unauthorized use or disclosure, and (v)what corrective action Grantee has taken or shall take to prevent future similar unauthorized use or disclosure. Grantee shall provide such t3 other information, including a written report, as DEO's Information Security Manager requests. LU In the event of a breach of security concerning confidential personal information involved with this Agreement, Grantee shall comply with s. 501.171, F.S., as applicable. When notification to affected persons is required under this section of the statute, Grantee shall provide that 0 notification, but only after receipt of DEO's written approval of the contents of the notice. Defined statutorily, and for purposes of this Agreement, "breach of security" or"breach" means the unauthorized access of data in electronic form containing personal data. Good faith acquisition of personal information by an employee or agent of Grantee is not a breach, provided the information is not used for a purpose unrelated to Grantee's obligations under this Agreement or is not subject to further unauthorized use. O. PATENTS, COPYRIGHTS,AND ROYALTIES 0 0 1. All legal title and every right, interest, claim or demand of any kind, in and to any patent, trademark or copyright, or application for the same, or any other intellectual property right L_ to, the work developed or produced under or in connection with this Agreement, is the , exclusive property of DEO to be granted to and vested in the Florida Department of State for the use and benefit of the state; and no person, firm or corporation shall be entitled to use the same without the written consent of the Florida Department of State. Any contribution by Grantee or its employees, agents or contractors to the creation of such works shall be considered works made for hire by Grantee for DEO and, upon creation, shall be owned exclusively by DEO. To the extent that any such works may not be considered works made for hire for DEO under applicable law, Grantee agrees, upon creation of such works, to automatically assign to DEO ownership, including copyright interests and any other Page 10 of 39 Rev.5/19/21 Packet Pg. 3849 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 intellectual property rights therein, without the necessity of any further consideration. 2. If any discovery or invention arises or is developed in the course or as a result of work or CL services performed with funds from this Agreement, Grantee shall refer the discovery or invention to DEO who will refer it to the Department of State to determine whether patent protection will be sought in the name of the State of Florida. 3. Where activities supported by this Agreement produce original writings, sound recordings, pictorial reproductions, drawings or other graphic representations and works of any similar nature, DEO has the right to use, duplicate, and disclose such materials in whole or in part, in any manner, for any purpose whatsoever and to allow others acting on behalf of DEO to do CL so. Grantee shall give DEO written notice when any books, manuals, films, websites, web elements, electronic information, or other copyrightable materials are produced. 4. Notwithstanding any other provisions herein, in accordance with s. 1004.23, F.S., a State 0 -119 University is authorized in its own name to perform all things necessary to secure letters of patent, copyrights, and trademarks on any works it produces. Within 30 calendar days of CL same, the president of a State University shall report to the Department of State any such LO university's action taken to secure or exploit such trademarks, copyrights, or patents in accordance with s. 1004.23(6), F.S. t3 0 P. INFORMATION TECHNOLOGY RESOURCE t3 Grantee shall obtain prior written approval from the appropriate DEO authority before purchasing �y any Information Technology Resource (ITR) or conducting any activity that will impact DEO's W electronic information technology equipment or software in any way. ITR includes computer hardware,software, networks,devices,connections,applications,and data. Grantee shall contact 9 the DEO Agreement Manager listed herein in writing for the contact information of the 0 appropriate DEO authority for any such ITR purchase approval. CL Q. NONEXPENDABLE PROPERTY c� 2 1. For the requirements of this Nonexpendable Property section of the Agreement, "nonexpendable property" is the same as"property" as defined in s. 273.02, F.S., (equipment, fixtures, and other tangible personal property of a non-consumable and nonexpendable nature). 0 0 2. All nonexpendable property, purchased under this Agreement, shall be listed on the property CL records of Grantee. Grantee shall inventory annually and maintain accounting records for all L_ nonexpendable property purchased and submit an inventory report to DEO with the final , expenditure report. The records shall include, at a minimum, the following information: property tag identification number, description of the item(s), physical location, name, make or manufacturer, year, and/or model, manufacturer's serial number(s), date of acquisition, and the current condition of the item. U) 3. At no time shall Grantee dispose of nonexpendable property purchased under this Agreement without the written permission of and in accordance with instructions from DEO. c� Page 11 of 39 Rev.5/19/21 Packet Pg. 3850 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 4. Immediately upon discovery, Grantee shall notify DEO, in writing, of any property loss with the date and reason(s)for the loss. CL S. Grantee shall be responsible for the correct use of all nonexpendable property Grantee purchases or DEO furnishes under this Agreement. 6. A formal Agreement amendment is required prior to the purchase of any item of nonexpendable property not specifically listed in Attachment 1, Scope of Work. 7. Upon the Expiration Date of this Agreement,Grantee is authorized to retain ownership of any nonexpendable property purchased under this Agreement; however, Grantee hereby grants CL to DEO a right of first refusal in all such property prior to disposition of any such property during its depreciable life, in accordance with the depreciation schedule in use by Grantee. Grantee shall provide written notice of any such planned disposition and await DEO's response prior to disposing of the property. "Disposition" as used herein, shall include, but is 0 not limited to, Grantee no longer using the nonexpendable property for the uses authorized herein; the sale, exchange, transfer, trade-in, or disposal of any such nonexpendable CL property. DEO, in its sole discretion, may require Grantee to refund to DEO the fair market LO value of the nonexpendable property at the time of disposition rather than taking possession of the nonexpendable property. t3 0 R. REQUIREMENTS APPLICABLE TO THE PURCHASE OF OR IMPROVEMENTS TO REAL PROPERTY(Not applicable) S. CONSTRUCTION AND INTERPRETATION W The title of and the section and paragraph headings in this Agreement are for convenience of 9 reference only and shall not govern or affect the interpretation of any of the terms or provisions 0 of this Agreement. The term "this Agreement" means this Agreement together with all attachments and exhibits hereto, as the same may from time to time be amended, modified, CL supplemented,or restated in accordance with the terms hereof. The use in this Agreement of the term "including" and other words of similar import mean "including, without limitation" and where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit, or restrict in any manner the construction of the general statement to which it relates. The word "or" is not exclusive and the words "herein," "hereof," "hereunder," and other words of similar import refer to this Agreement, including any Exhibits and Attachments, and not to any particular section, subsection, paragraph, subparagraph, or clause contained in this Agreement. As appropriate, the use herein of terms CL importing the singular shall also include the plural,and vice versa. The reference to an agreement, L_ instrument, or other document means such agreement, instrument, or other document as , amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and the reference to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. All references to "$" shall mean United States dollars. The term "Grantee" includes any person or entity which has been duly authorized to and has the actual authority to act or perform on Grantee's behalf. The term "DEO" includes the State of Florida and any successor office, department, or agency of DEO, and any person or entity which has been duly authorized to and has the actual authority to act or perform on DEO's behalf. The recitals of this Agreement are incorporated herein by reference and shall apply to the terms and provisions of this Agreement Page 12 of 39 Rev.5/19/21 Packet Pg. 3851 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 and the Parties. Time is of the essence with respect to the performance of all obligations under this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement, and each Party has read and understands this Agreement. In the event an ambiguity CL or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. T. CONFLICT OF INTEREST This Agreement is subject to chapter 112, F.S. Grantee shall disclose the name of any officer, director, employee, or other agent who is also an employee of the State. Grantee shall also CL disclose the name of any State employee who owns,directly or indirectly,more than a 5%interest in Grantee or its affiliates. U. GRANTEE AS INDEPENDENT CONTRACTOR 0 -119 U) M Grantee is at all times acting and performing as an independent contractor. DEO has no ability to CL exercise any control or direction over the methods by which Grantee may perform its work and functions,except as provided herein. Nothing in this Agreement may be understood to constitute a partnership or joint venture between the Parties. U 0 V. EMPLOYMENT ELIGIBILITY VERIFICATION—E-VERIFY t3 1. Section 448.095, F.S., requires the following: �y a. Every public employer, contractor, and subcontractor shall register with and use the E- �- M Verify system to verify the work authorization status of all newly hired employees.A public 9 employer, contractor, or subcontractor may not enter into a contract unless each party to 0 the contract registers with and uses the E-Verify system. b. A private employer shall, after making an offer of employment which has been accepted by a person,verify such person's employment eligibility.A private employer is not required to verify the employment eligibility of a continuing employee hired before January 1, 2021. However, if a person is a contract employee retained by a private employer, the private employer must verify the employee's employment eligibility upon the renewal or extension of his or her contract. 0 2. E-Verify is an Internet-based system that allows an employer, using information reported on P an employee's Form 1-9, Employment Eligibility Verification,to determine the eligibility of all CL L_ new employees hired to work in the United States.There is no charge to employers to use E- 0 Verify. The Department of Homeland Security's E-Verify system can be found at: https:!lwww.e-verify.govl. 3. If Grantee does not use E-Verify, Grantee shall enroll in the E-Verify system prior to hiring any new employee or retaining any contract employee after the effective date of this Agreement. c� Page 13 of 39 Rev.5/19/21 Packet Pg. 3852 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 W. NOTIFICATIONS OF INSTANCES OF FRAUD Upon discovery, Grantee shall report all known or suspected instances of Grantee, or Grantee's CL agents, contractors or employees, operational fraud or criminal activities to DEO's Agreement Manager in writing within 24 chronological hours. X. NON-DISCRIMINATION Grantee shall not discriminate unlawfully against any individual employed in the performance of this Agreement because of race, religion, color, sex, physical handicap unrelated to such person's 0 ability to engage in this work, national origin, ancestry, or age. Grantee shall provide a harassment-free workplace, with any allegation of harassment to be given priority attention and , action. Y.ASSIGNMENTS AND SUBCONTRACTS -119 U) 1. Grantee shall not assign, subcontract, or otherwise transfer its rights, duties, or obligations M under this Agreement, by operation of law or otherwise,without the prior written consent of CL DEO,which consent may be withheld in DEO's sole and absolute discretion. DEO is at all times entitled to assign or transfer its rights,duties, or obligations under this Agreement to another cj governmental entity in the State of Florida. Any attempted assignment of this Agreement or any of the rights hereunder by Grantee in violation of this provision shall be void ab initio. 2. Grantee agrees to be responsible for all work performed and all expenses incurred in fulfilling L) the obligations of this Agreement. If in the scope of work or in a separate writing DEO permits Grantee to subcontract all or part of the work contemplated under this Agreement, including entering into subcontracts with vendors for services, it is understood by Grantee that all such cj subcontract arrangements shall be evidenced by a written document containing all provisions C necessary to ensure subcontractor's compliance with applicable state and federal law, and that Grantee remains fully responsible for all work performed and all expenses incurred in CL fulfilling the obligations of this Agreement.Grantee further agrees that DEO shall not be liable to the subcontractor for any expenses or liabilities incurred under the subcontract and Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. Grantee, at its expense, will defend DEO against such claims. 3. Grantee agrees that all Grantee employees,subcontractors,or agents performing work under the Agreement shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of technical certification or _ other proof of qualification. All Grantee employees, subcontractors, or agents performing CL work under the Agreement must comply with all DEO security and administrative 0 requirements identified herein. DEO may conduct, and Grantee shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by Grantee. DEO may refuse access to, or require replacement of, any of Grantee's employees, subcontractors, or agents for cause, including, but not limited to, technical or training -ldc U) qualifications, quality of work, change in security status, or non-compliance with DEO's M security or administrative requirements identified herein. Such refusal shall not relieve Grantee of its obligation to perform all work in compliance with the Agreement. DEO may reject and bar from any facility for cause any of Grantee's employees, subcontractors, or c� agents. Page 14 of 39 Rev.5/19/21 Packet Pg. 3853 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 4. Grantee agrees that the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Agreement to another governmental agency in the State of Florida, upon giving prior written notice to Grantee. In the event the State of Florida approves transfer of Grantee's obligations, Grantee remains responsible for all work performed and all expenses incurred in connection with the Agreement. In addition, this Agreement shall bind the successors, assigns, and legal representatives of Grantee and of any legal entity that succeeds to the obligations of the State of Florida. S. Grantee agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO in accordance with s. 287.0585, F.S., unless otherwise stated in the Agreement between Grantee and subcontractor. Grantee's failure to g' pay its subcontractors within seven (7) working days will result in a penalty charged against Grantee and paid to the subcontractor in the amount of one-half of one percent of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15)percent 0 of the outstanding balance due. CL 6. Grantee shall provide a monthly Minority and Service-Disabled Veteran Business Enterprise LO Report for each invoice period summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors/material suppliers for that period, and t3 project to date. The report shall include the names, addresses and dollar amount of each 0 certified and non-certified Minority Business Enterprise and Service-Disabled Veteran Enterprise participant and a copy must be forwarded to DEO's Agreement Manager. The t3 Office of Supplier Diversity at (850) 487-0915 will assist in furnishing names of qualified �y minorities. DEO's Minority Coordinator at (850) 245-7471 will assist with questions and W answers. t3 7. DEO shall retain the right to reject any of Grantee's or subcontractor's employees whose 0 qualifications or performance, in DEO's judgment, are insufficient. CL Z. ENTIRE AGREEMENT;SEVERABILITY; CONFLICTS; COUNTERPARTS. This Agreement, and the attachments and exhibits hereto, embody the entire agreement of the Parties with respect to the subject matter hereof. There are no provisions, terms, conditions, or obligations other than those contained in this Agreement; and this Agreement supersedes all previous communications, representations, or agreements, either verbal or written, between the Parties. If a court of competent jurisdiction voids or holds unenforceable any provision of this 0 Agreement, then that provision shall be enforced only to the extent that it is not in violation of CL law or is not otherwise unenforceable,and all other provisions shall remain in full force and effect. L_ If any inconsistencies or conflict between the language of this Agreement and its Attachments arise,then the language of the attachments shall control, but only to the extent of the conflict or inconsistency.This Agreement may be executed in counterparts,each of which shall be an original and all of which shall constitute but one and the same instruments. U) AA. WAIVER;GOVERNING LAW;ATTORNEYS' FEES, DISPUTE RESOLUTION 1. Waiver. No waiver by DEO of any of provision herein shall be effective unless explicitly set forth in writing and signed by DEO. No waiver by DEO may be construed as a waiver of any failure, breach, or default not expressly identified by such written waiver, whether of a Page 15 of 39 Rev.5/19/21 Packet Pg. 3854 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 similar or different character, and whether occurring before or after that waiver. No failure by DEO to exercise, or delay in exercising, any right, remedy, power or privilege under this Agreement may be construed as a waiver thereof, nor shall any single or partial exercise of CL any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights and remedies set forth herein are cumulative and not exclusive. 2. Governing Law. The laws of the State of Florida shall govern the construction,enforcement, and interpretation of this Agreement, regardless of and without reference to whether any applicable conflicts of laws principles may point to the application of the laws of another jurisdiction. The Parties expressly consent to exclusive jurisdiction and venue in any state CL court located in Leon County, Florida, and waive any defense of forum non conveniens, lack of personal jurisdiction,or like defense. IN ANY LEGAL OR EQUITABLE ACTION BETWEEN THE PARTIES, THE PARTIES HEREBY EXPRESSLY WAIVE TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW. 0 -119 U) 3. Attorneys'Fees,Expenses. Except as set forth otherwise herein,each of the Parties shall pay its own attorneys' fees and costs in connection with the execution and delivery of this Agreement and the transactions contemplated hereby. t3 4. Dispute Resolution. DEO shall decide disputes concerning the performance of the 0 Agreement, and DEO shall serve written notice of same to Grantee. DEO's decision shall be final and conclusive unless within 21 calendar days from the date of receipt, Grantee submits t3 a petition for an administrative hearing to DEC's Agency Clerk. DEO's final order on the �y petition shall be final, subject to any right of Grantee to judicial review pursuant to s. 120.68, W F.S. Exhaustion of administrative remedies is an absolute condition precedent to Grantee's ability to pursue any other form of dispute resolution; provided however, that the Parties may employ the alternative dispute resolution procedures outlined in chapter 120, F.S. 0 C BB. INDENTIFICATION CL c� 1. If Grantee is a state agency or subdivision, as defined in s. 768.28(2), F.S., pursuant to s. 768.28(19), F.S., neither Party indemnifies nor insures or assumes any liability for the other Party for the other Party's negligence. 2. Grantee shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless the State and DEO, and 0 their officers, agents,and employees,from suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to personal injury and CL damage to real or personal tangible property alleged to be caused in whole or in part by 0 Grantee, its agents, employees, partners, or subcontractors; provided, however, that Grantee shall not indemnify,defend,and hold harmless the State and DEO,and their officers, agents, and employees for that portion of any loss or damages the negligent act or omission of DEO or the State proximately caused. U) 3. Further, Grantee shall fully indemnify, defend, and hold harmless the State and DEO from any suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right; provided, however, that the foregoing obligation shall not apply to DEO's misuse or modification of Grantee's products or DEO's operation or Page 16 of 39 Rev.5/19/21 Packet Pg. 3855 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 use of Grantee's products in a manner not contemplated by this Agreement. If any product is the subject of an infringement suit, or in Grantee's opinion is likely to become the subject of such a suit, Grantee may,at Grantee's sole expense,procure for DEO the right to continue using the product or to modify it to become non-infringing. If Grantee is not reasonably able to modify or otherwise secure for DEO the right to continue using the product, Grantee shall remove the product and refund DEO the amounts paid in excess of a reasonable fee, as determined by DEO in its sole and absolute discretion, for past use. DEO shall not be liable for any royalties. 4. Grantee's obligations under the two immediately preceding paragraphs above,with respect 0 to any legal action are contingent upon the State or DEO giving Grantee(1)written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at Grantee's sole expense,and (3)assistance in defending the action at Grantee's sole expense. Grantee shall not be liable for any cost, expense, or compromise incurred or made by the State or DEO in any legal action without Grantee's prior written consent,which shall not be unreasonably withheld. -119 U) M S. The State and DEO may, in addition to other remedies available to them at law or equity and CL upon notice to Grantee, retain such monies from amounts due Grantee as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them. The State may set off any liability or other obligation of Grantee or its affiliates to the State U against any payments due Grantee under any Agreement with the State. 0 CC. CONTACT INFORMATION FOR GRANTEE AND DEO U Grantee's Agreement Manager: �- t3 Rhonda Haag, Chief Resiliency Officer 102050 Overseas Highway a Key Largo, Florida 33037 L Telephone: 305-453-8774 Facsimile: (305)453-8774 Haag:abonda@monroecounty-fl.gov — DEO's Agreement Manager: Cristin Beshears o 0 Department of Economic Opportunity CL 107 East Madison Street, MSC 160 0 Tallahassee, FL 32399-4120 Telephone: (850) 717-8486 Facsimile: (850) 717-8522 Email: Cristin,Beshears( deo,myflerida.cem U) DD. NOTICES The Parties' respective contact information is set forth in the immediately preceding paragraph and may be subject to change at the Parties' discretion. If the contact information changes, the Party making such change will notify the other Party in writing. Where the term "written notice" Page 17 of 39 Rev.5/19/21 Packet Pg. 3856 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 O.6.a Agreement#P0467 is used to specify a notice requirement herein, said notice shall be deemed to have been given (i) when personally delivered; (ii) when transmitted via email with proof of delivery; (iii) the next business day following the day on which the same has been delivered prepaid to a recognized CL overnight delivery service;or(iv)the day on which the same is sent by certified or registered mail, postage prepaid, with return receipt. U) [Rest of page left intentionally blank;Attachments to follow after signature page] 0 0 2M 0 -119 U) M t3 0 t3 M t3 a c� 0 0 P 0 U) M c� Page 18 of 39 Rev.5/19/21 Packet Pg. 3857 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 IN WITNESS THEREOF, and in consideration of the mutual covenants set forth above and in the attachments hereto,the Parties,through their duly-authorized representatives, sign this Agreement and represent and warrant that they understand the Agreement and Attachments'terms and conditions as of CL the Effective Date. c� 2) DEPARTMENT OF ECONOMIC OPPORTUNITY MONROE COUNTY, FLORIDA 0 By ByCL g' Signature Signature Benjamin M. Melnick Craig Cates Deputy Secretary of Title Division of Community Development Title Mayor 0 U) Date Date CL t3 0 t3 Approved as to form and legal sufficiency,subject Approved as to form and legal sufficiency: only to full and proper execution bythe Parties. Monroe County Attorney's Office 2-7-2023 ra t3 OFFICE OF GENERAL COUNSEL , DEPARTMENT OF ECONOMIC OPPORTUNITY 0 By: CL c� Approved Date: U) 0 0 P CL L_ 0 U) c� Page 19 of 39 Rev.5/19/21 Packet Pg. 3858 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 Attachment 1 SCOPE OF WORK CL c� 1. GRANT AUTHORITY. This Community Planning Technical Assistance grant is provided pursuant to Section(s.) 163.3168, Florida Statutes(F,S,j, and Specific Appropriation 2285, Chapter 2021-156, Laws of Florida, to provide direct and/or indirect technical assistance to help Florida communities find creative solutions to fostering vibrant, healthy communities, while protecting the functions of important State resources and facilities. 0 2M 2. PROJECT DESCRIPTION: Pigeon Key is a five-acre island located in Monroe County. Monroe County CL Board of County Commissioners("Grantee")shall:(1)create the Pigeon Key Adaptation and Resiliency Advisory Group and conduct Advisory Group meetings; (2) prepare a background report that summarizes existing resources and studies on vulnerability, adaptation, and resiliency in Monroe County; (3) collect and analyze data and prepare a vulnerability assessment report on the assets of 119 U) Pigeon Key that describes the vulnerability of historic buildings and supporting infrastructure to sea M CL level rise and coastal flooding and the consequences on people, structures,and the environment;and (4) prepare an Adaptation and Resiliency Report and Implementation Plan for Pigeon Key that identifies strategies, actions and projects to enhance the protection of the historic and environmental L resources of Pigeon Key from the potential effects of natural disaster and changing environmental 0 conditions. t3 3. GRANTEE'S RESPONSIBILITIES: Grantee shall timely perform the Deliverables and Tasks described in this section and in Section 5 below, and in doing so, Grantee shall comply with all the terms and ra conditions of this Agreement. All deliverables and tasks under this Agreement must be completed U on or before the end of the agreement period in Section A. of this Agreement, unless extended by a an amendment to this Agreement signed by both parties. CL A. Deliverable 1. Pigeon Key Adaptation and Resiliency Advisory Group and Meeting; Guiding Principles; Monroe County Background Summary Report; Pigeon Key Existing Conditions Report;Subcontract or Notice. U) Grantee shall: 1. Create a Pigeon Key Adaptation and Resiliency Advisory Group that includes stakeholders P related to the long-term sustainability and success of Pigeon Key. The following stakeholders shall be invited to be members of the Advisory Group: (1) representatives from Monroe County; (2) Pigeon Key Foundation Board and staff; (3) local utilities and Florida Department of Transportation; (4) any other person(s) deemed appropriate by the Grantee. Grantee shall host a minimum of at least three (3) Advisory Group meetings throughout the Project to gather input regarding the Project. At least one (1) of the Advisory Group meetings shall -ldc U) occur as part of Deliverable 1, and Grantee shall prepare a written narrative summary of the M input received at the Advisory Group meeting. 2. The Advisory Group shall prepare a set of guiding principles to inform the creation of each set of goals and priorities within the adaptation and resiliency planning effort of the Project. Page 20 of 39 Rev.5/19/21 Packet Pg. 3859 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 3. Grantee shall prepare a Monroe County Background Summary Report ('Background Summary Report")that describes the past and current vulnerability, adaptation, and resiliency policies of Monroe County and examines implications of these policies for Pigeon Key. The Background Summary Report shall include a list of all necessary considerations to support the protection of the historic, built and natural resources on Pigeon Key, and it shall summarize the impact of these considerations on the future adaptation and resiliency work on Pigeon Key. The Background Summary Report may include any other information deemed appropriate by the Grantee. 0 4. Grantee shall prepare a Pigeon Key Existing Conditions Report ("Existing Conditions Report") that includes site-specific data of Pigeon Key, including the following: (1) shoreline characteristics; (2) structural conditions; (3) elevations; and (4) any other information deemed appropriate by the Grantee to develop adaptation actions. 0 -119 5. If the Grantee enters into a subcontract or an amendment to an existing subcontract for work to be performed under the Agreement that has not previously been provided to DEO, CL provide a copy of the subcontract or amendment to DEO or notify DEO in writing by email or other document that no such subcontract or amendment was entered into as of the Deliverable Due Date for this Deliverable 1. 0 B. Deliverable 2. Pigeon Key Vulnerability Assessment Report; Advisory Group Meeting; U Subcontract or Notice. Grantee shall: 1. Conduct an Advisory Group meeting to gather input regarding the Pigeon Key Vulnerability Assessment Report. Grantee shall prepare a written narrative summary of the input received CL at the Advisory Group meeting. 2 2. Prepare a Pigeon Key Vulnerability Assessment Report that includes the following: (1) a summary list of all assets (e.g., buildings, infrastructure, environment and people) on Pigeon Key; (2) a risk, exposure and sensitivity analysis of the potential sea level rise and flood risk of the buildings, infrastructure, environment and people on Pigeon Key; (3) a determination of the type and location of adaptation and resiliency strategies appropriate for Pigeon Key to address the vulnerability of buildings, infrastructure, environment and people; and (4) any E other information deemed appropriate by the Grantee. 0 3. If the Grantee enters into a subcontractor an amendment to an existing subcontract for work to be performed under this Agreement that has not previously been provided to DEC, provide a copy of the subcontract or amendment to DEO or notify DEO in writing by email or -ldc U) other document that no such subcontract or amendment was entered into as of the M Deliverable Due Date for this Deliverable 2. c� C. Deliverable 3. Pigeon Key Adaptation and Resiliency Report and Implementation Plan;Advisory Group Meeting;Subcontract or Notice. Page 21 of 39 Rev.5/19/21 Packet Pg. 3860 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 Grantee shall: CL 2. Conduct an Advisory Group meeting to gather input regarding the Pigeon Key Adaptation and Resiliency Report and Implementation Plan. Grantee shall prepare a written narrative summary of the input received at the Advisory Group meeting. 3. Prepare a Pigeon Key Adaptation and Resiliency Report and Implementation Plan that includes the following: (1) a summary of Advisory Group input; (2) a summary of existing 0 Monroe County plans and studies related to vulnerability , adaptation and resiliency; (3) a CL summary of the vulnerability assessment and asset inventory; (4) a prioritized list of adaptation and resiliency strategies and projects and potential funding sources for each project; (5)a plan that identifies the roles and expectations for local government,community organizations(s) and community member(s) responsible for implementation of the strategies 0 and projects; (6) an Implementation Plan timeline to encompass a schedule of activities, actions and actors for each strategy; and (7) any other information deemed appropriate by CL the Grantee. 4. If the Grantee enters into a subcontract or an amendment to an existing subcontract for work to be performed under this Agreement that has not previously been provided to DEC, provide 0 a copy of the subcontract or amendment to DEO in writing by email or other document that no such subcontract or amendment was entered into as of the Deliverable Due Date for this U Deliverable 3. t3 4. DEO RESPONSIBILITIES: DEO shall receive and review the Deliverables and, upon DEC's acceptance 0 of the Deliverables and receipt of Grantee's pertinent invoices in compliance with the invoice procedures of Section K of this Agreement and of Section 10 of this Scope of Work, DEO shall process payment to Grantee in accordance with the terms and conditions of this Agreement. S. DELIVERABLES: The specific deliverables,tasks, minimum levels of service, due dates, and payment amounts are set forth in the following table: Deliverables and Tasks Minimum Level of Service Payment Amount Financial Not to Exceed Consequences CL Deliverable 1. Advisory Completion of Deliverable 1 as $25,000 As provided in Group and Meeting; evidenced by submission of all Section 12 of + Guiding Principles; of the following: this Scope of Monroe County Work, below. Background Summary 1. List of Advisory Group Report; Pigeon Key Members. Existing Conditions ; Report;Subcontract or 2. Written narrative summary Notice. of input from Advisory Group meeting. Page 22 of 39 Rev.5/19/21 Packet Pg. 3861 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 Grantee shall, in 3. Set of Guiding Principles as accordance with Section required by Section 3.A.2 of 3.A. of this Scope of Work: this Scope of Work. CL (1) create an Advisory Group and list of Advisory 4. Monroe County Background Group members; (2) Summary Report. conduct an Advisory Group meeting and 5. Pigeon Key Existing prepare a summary of Conditions Report. input received at the Advisory Group meeting; 6. Copy of a subcontract or CL (3) prepare a set of amendment to a guiding principles; (3) subcontract entered into prepare a Monroe County by the Grantee, if any, or Background Summary an email or other 0 Report; (4) prepare a document notifying DEO U) Pigeon Key Existing that no such subcontract CL Conditions Report; and (5) or amendment was provide a copy of a entered into as of the subcontract, amendment Deliverable Due Date for U to a subcontract, or notice this Deliverable 1. 0 of subcontract or amendment Grantee shall submit copies of t3 all required documentation Deliverable due date: identified above on paper or LU March 31, 2023 electronically in MS Word or PDF format. If maps are required,they shall be provided 0 on a compact disc in PDF format with ArcGIS 10.3.1 compatible CL shapefiles if they are available. Deliverable 2. Pigeon Key Completion of Deliverable 2 as $10,000 As provided in Vulnerability Assessment evidenced by submission of all Section 12 of Report;Advisory Group of the following: this Scope of Meeting;Subcontract or Work, below. Notice. 0 1. Written narrative summary CL Grantee shall, in of input from Advisory Group L- accordance with Section meeting. , 3.13. of this Scope of Work: (1) conduct an Advisory 2. Pigeon Key Vulnerability Group meeting and Assessment Report. prepare a written narrative summary of 3. Copy of a subcontract or input received at the amendment to a meeting; (2) prepare a subcontract entered into Pigeon Key Vulnerability by the Grantee, if any, or Assessment Report; and I an email or other Page 23 of 39 Rev.5/19/21 Packet Pg. 3862 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 (3) provide a copy of a document notifying DEO subcontract, amendment that no such subcontract to a subcontract, or notice or amendment was CL of subcontract or entered into as of the c� amendment Deliverable Due Date for this Deliverable 2. Deliverable due date: May 31, 2023 Grantee shall submit copies of all required documentation identified above on paper or electronically in MS Word or CL PDF format. If maps are required,they shall be provided on a compact disc in PDF format with ArcGIS compatible 0 shapefiles if they are available. CL Deliverable 3. Pigeon Key Completion of Deliverable 3 as $15,000 As provided in Adaptation and Resiliency evidenced by submission of all Section 12 of Report and of the following: this Scope of t3 Implementation Plan; Work, below. Advisory Group Meeting; 1. Written narrative summary Subcontract or Notice. of input from Advisory Group meeting. Grantee shall, in accordance with Section 2. Pigeon Key Adaptation and 3.C. of this Scope of Work: Resiliency Report and (1) conduct an Advisory Implementation Plan. Group meeting and prepare a written 3. Copy of a subcontract or CL narrative summary of amendment to a input received at the subcontract entered into meeting; (2) prepare a by the Grantee, if any, or Pigeon Key Adaptation an email or other and Resiliency Report and document notifying DEO Implementation Plan; and that no such subcontract (3) provide a copy of a or amendment was subcontract, amendment entered into as of the CL to a subcontract, or notice Deliverable Due Date for of subcontract or this Deliverable 3. amendment Grantee shall submit copies of all required documentation identified above on paper or Deliverable due date: electronically in MS Word or June 14, 2023 PDF format. If maps are required,they shall be provided on a compact disc in PDF format Page 24 of 39 Rev.5/19/21 Packet Pg. 3863 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 with ArcGIS compatible shapefiles if they are available. CL Total Amount Not to Exceed $50,000.00 c� 2) 6. SUBCONTRACTS. In accordance with Section Y., Assignments and Subcontracts, of this Agreement and subject to the terms and conditions in sections Y.I. through 7 of this Agreement, this paragraph constitutes DEO's written approval for Grantee to subcontract for any of the deliverables and/or tasks identified in the Scope of Work for this Agreement. A copy of any executed subcontract(s) or CL amendment to any existing subcontract(s) shall be provided to DEO's Agreement Manager when submitting reimbursement request documents for payment. Grantee shall be solely liable for all work performed and all expenses incurred as a result of any such subcontract. Any subcontracts between the Grantee and a subcontractor for work performed under this Agreement shall identify the hourly 0 rate of pay to be charged by the subcontractor and shall require all invoices from the subcontractor to the Grantee to identify the hourly rate of pay, actual hours worked on the grant project, and any CL expenses incurred by the subcontractor in performing such work. 7. DELIVERABLE DUE DATE. The "deliverable due date" is the date the deliverable must be received by t3 DEO b 11:59 m. on that date. For extensions of deliverable due dates see Section 15 of this Scope Y p0 of Work. t3 8. BUSINESS DAY;COMPUTATION OF TIME. For the purpose of this Agreement, a "business day" is any �y daythat is not a Saturday, Sunda or a state or federal legal holiday. In computing an time period W Y, Y, g Y• p g Y provided in this Agreement,the date from which the time period runs is not counted. The last day of the time period ends at 11:59 p.m. on that day. 9. COST SHIFTING. The deliverable amounts specified within the Deliverables section above are established based on the Parties' estimation of sufficient delivery of services fulfilling grant purposes under the Agreement in order to designate payment points during the Agreement Period; however, this is not intended to restrict DEO's ability to approve and reimburse allowable costs, incurred by Grantee in providing the deliverables herein. Prior written approval from DEC's Agreement Manager is required for changes to the above Deliverable amounts that do not exceed ten(10) percent of each deliverable total funding amount. Changes that exceed ten (10) percent of each deliverable total funding amount will require a formal written amendment, as described in Section D., Renegotiation or Modification, of this Agreement. Regardless, in no event shall DEO reimburse costs of more than 0 the total amount of this Agreement. CL - 0 10. INVOICE SUBMITTAL AND PAYMENT. , A. DEO agrees to reimburse the Grantee for costs under this Agreement in accordance with Section K,Invoices and Payments,of this Agreement in the amount(s) identified per deliverable in Section 5 of this Scope of Work, above.The deliverable amount specified does not establish the value of the deliverable. Pursuant to s. 215.971(1), F.S. Grantee will be reimbursed for allowable costs ; incurred during the Agreement Period by Grantee in carrying out the Project. c� B. Subject to the terms and conditions of this Agreement, an itemized invoice and all documentation necessary to support the payment request for each deliverable shall be submitted into DEC's Page 25 of 39 Rev.5/19/21 Packet Pg. 3864 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 Subrecipient Management Reporting Application (SERA). SERA Access Authorization Form will be provided after the execution of this Agreement. Invoices are not required to be submitted through the Ariba Supplier Network described in Section K.2. of this Agreement. Invoices shall be submitted in the format shown on Attachments 1-A, 1-B, and 1-C hereto, electronic copies of which shall be provided by DEO to the Grantee. Grantee shall use Attachment 1-A if work for the deliverable is completed entirely by a subcontractor, Attachment 1-B if work for the deliverable is completed entirely by Grantee's employee(s),and Attachment 1-C if work for the deliverable is completed both by a subcontractor and by Grantee's employee(s). 0 C. Grantee shall provide one (1) itemized invoice for each deliverable submitted during the CL applicable period of time. The invoice shall include, at a minimum,the following: 1. Grantee's name and address; 2. Grantee's federal employer identification number, 2 3. the Agreement number; -119 4. Grantee's invoice number; 5. an invoice date; CL 6. the dates of service; 7. the deliverable number; 8. a description of the deliverable; 9. a statement that the deliverable has been completed; and o 10. the amount being requested. t3 D. Grantee shall submit a final invoice no later than 60 days after this Agreement ends or is terminated as provided in Section K.5. of this Agreement. t3 E. Documentation that must accompany each itemized invoice: The following documents shall be submitted with the itemized invoice: 0- 1. For Work Performed by a Subcontractor: a. A cover letter signed by the Grantee's Agreement Manager certifying that the 2 payments claimed for the deliverables were specifically for the project, as described _ in this Scope of Work; b. Copies of paid invoices submitted to Grantee by the Subcontractor that show the hourly rate of pay charged for the work performed,the actual hours expended on the work performed, and any expenses incurred by the subcontractor in performing said o work; and CL c. Proof of payment of invoices submitted to Grantee by the Subcontractor for work L- 4— performed pursuant to this Agreement (e.g., cancelled checks, bank statement showing deduction). 2. For Work Performed by Grantee's Employees: U) a. A cover letter signed by the Grantee's Agreement Manager certifying that the M payments claimed for the deliverables were specifically for the project, as described in this Scope of Work. E b. Identification of Grantee's employees who performed work under this Agreement and,for each such employee: Page 26 of 39 Rev.5/19/21 Packet Pg. 3865 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 i. The percentage of the employee's time devoted to work under this Agreement or the number of total hours each employee devoted to work under this Agreement. CL ii. Payroll register or similar documentation that shows the employee's gross salary,fringe benefits,other deductions, and net pay. If the employee is paid hourly, a document reflecting the hours worked times the rate of pay is acceptable. c. Invoices or receipts for other direct costs. d. Usage log for in-house charges (e.g., postage, copies, etc.)that shows the number of units times the rate charged. The rate must be reasonable. F. Payment shall be provided to Grantee in accordance with Section K., Invoices and Payments, of , this Agreement. 0 11. SUBMITTAL, REVIEW AND ACCEPTANCE OF DELIVERABLES; NOTICE; OPPORTUNITY TO CURE. -119 U) Grantee shall submit all deliverables to DEO's Agreement Manager or upload the deliverable documents into DEO's SERA system for review. DEO will review all work submitted for payment under the deliverables and will determine in DEO's sole and absolute discretion whether the deliverables are sufficient to satisfy the requirements in this Scope of Work. Within 15 business days after receipt U of a deliverable, DEO shall provide written notice to Grantee by electronic mail of DEO's determination that the deliverable is sufficient and is accepted or that the deliverable is not sufficient to satisfy the requirements in the Scope of Work and how the Grantee can address the insufficiency. If DEO t3 determines that a deliverable is not sufficient under this Agreement, Grantee shall have 10 business days from the date of receipt of notice from DEO to correct the insufficiency, and during this 10 business day period,the financial consequences specified in Section 12 of this Scope of Work will not be assessed. DEO may extend this timeframe in writing (which may be by electronic mail) if Grantee is actively working with DEO to resolve the insufficiency; provided, however, that any extension of 0 time under this section will not extend the Agreement Period in Section A. of this Agreement and CL provided further that, notwithstanding the timeframes in this section, all deliverables and tasks must be completed on or before the end of the Agreement Period in Section A of this Agreement. An extension of time under this section does not require an amendment to this Agreement. Payment for a deliverable shall not be due until DEO notifies the Grantee's Agreement Manager in writing that the deliverable or corrected deliverable is sufficient under the Scope of Work and is accepted by DEO. 12. FINANCIAL CONSEQUENCES. 0 CL A. Financial consequences of$50 a business day up to a maximum amount of$500 shall be imposed in each of the following circumstances: 0 1. Grantee submits a deliverable to DEO more than ten (10) business days after the deliverable due date. Financial consequences begin to accrue on the eleventh business day following the deliverable due date and continue until the deliverable is received by -ldc U) DEO or the maximum amount of financial consequence accrues, whichever occurs first. M 2. Grantee is given a notice of insufficiency and fails to submit to DEO a corrected deliverable within the timeframe provided in Section 11 of this Scope of Work. Financial consequences begin to accrue on the business day following the deadline under Section Page 27 of 39 Rev.5/19/21 Packet Pg. 3866 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 11 of this Scope of Work and continue until the corrected deliverable is received by DEO or the maximum financial consequence accrues,whichever occurs first. B. Imposition of the above described financial consequences shall in no manner affect DEO's right c� to impose or implement other provisions in this Agreement including the right to terminate this Agreement. 13. PRELIMINARY DRAFT DELIVERABLES; DEO REVIEW AND COMMENT. Preliminary draft deliverables of proposed or adopted comprehensive plan amendments are required to be provided to DEO for comment prior to the deliverable due date as provided in Section 3. of this Scope of Work. Unless other preliminary draft deliverables are required to be submitted to DEO under Section 3 of this Scope CL of Work, above, Grantee is encouraged, but not required, to submit preliminary drafts of all substantive written deliverables (e.g., master plans,studies, reports)to DEO for review and comment no later than ten (10) business days before the deliverable due date. If DEO provides comments, Grantee is urged to address them in the deliverable submitted to DEO for payment. If submission of 0 a preliminary draft deliverable for DEO review and comment is required under Section 3 or Section 5 of this Scope of Work, above, DEO shall provide comments to the Grantee no later than four business CL days before the deliverable due date and the deliverable must address DEO's comments. t3 14. LIMITED COMPLIANCE REVIEW;NO DUPLICATION OF WRITTEN MATERIAL. Proposed comprehensive plan amendments that are deliverables under the Scope of Work must be "in compliance" as defined in s. 163.3184(1)(b), F.S., and will be evaluated for compliance as part of DEO's review and determination of whether the deliverable is sufficient to satisfy the requirements in the Scope of 0 Work. DEO's compliance determination will be a limited determination without input from the C reviewing agencies identified in s. 163.3184(1)(c), F.S. A limited compliance determination for the purpose of this Agreement is not binding on DEO in a subsequent review under section 163.3184, F.S. Further, a limited compliance determination under this Agreement does not preclude review and 0 comment by reviewing agencies and does not preclude a challenge to the adopted plan amendment by DEO based on comments by DEO or other reviewing agencies. Documents submitted to DEO for CL payment under this Agreement may not copy or duplicate reports or other written material prepared prior to the Agreement Period in Section A.,Agreement Period, of this Agreement or prepared by or on behalf of someone other than the Grantee for a purpose other than the specific grant project identified in this Scope of Work. At the option of the Grantee,copies of such relevant documents may be appended to documents submitted to DEO for payment. 0 15. EXTENSIONS OF TIME OF DELIVERABLE DUE DATES. Notwithstanding Section D., Renegotiation or _ Modification, of this Agreement, DEO's Agreement Manager, in DEO's sole discretion, may authorize 0 extensions of deliverable due dates without a written modification of this Agreement. Extensions shall be requested by Grantee's Agreement Manager (not Grantee's consultant or subcontractor) in accordance with the following: A. Requests for extension of one or more deliverable due dates shall be submitted by Grantee's Agreement Manager in writing (which may be by electronic mail) to DEO's Agreement Manager ; no later than one (1) business day before the deliverable due date (or the earliest of multiple due dates for which the extension is requested); Page 28 of 39 Rev.5/19/21 Packet Pg. 3867 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 B. A request for an extension of time received by DEO's Agreement Manager on or after the deliverable due date to which the extension applies will not be granted; CL C. If requested by DEO's Agreement Manager, Grantee's Agreement Manager must explain the reason for the requested extension; and D. DEC's Agreement Manager shall approve or deny a request for extension of a deliverable due date by electronic mail to Grantee's Agreement Manager within two (2) business days after receipt of the request. Only written approvals of extensions shall be effective. 0 0 2M CL This authority and procedure do not apply to an extension of the Agreement Period defined in Section A., Agreement Period, of this Agreement. 16. ADVERTISING AND INFORMATION RELEASE. Notwithstanding Section J., Advertising and o -119 Sponsorship Disclosure, and Section F., Records and Information Release, of this Agreement, Grantee is authorized to disclose to the public on its website or by other means that it has been CL awarded a Community Planning Technical Assistance Grant from DEO for the work described in this Scope of Work. t3 17. NOTIFICATION OF INSTANCES OF FRAUD. Instances of Grantee's operational fraud or criminal o activities shall be reported to DEO's Agreement Manager in writing within twenty-four (24) chronological hours. L) 18. GRANTEE'S RESPONSIBILITIES UPON TERMINATION. If DEO issues a Notice of Termination to M Grantee, except as otherwise specified by DEO in that notice,the Grantee shall: c? a A. Stop work under this Agreement on the date and to the extent specified in the notice; CL B. Complete performance of such part of the work as shall not have been terminated by DEO; c� C. Take such action as may be necessary, or as DEO may specify, to protect and preserve any property which is in the possession of Grantee and in which DEO has or may acquire an interest; and D. Upon the effective date of termination of this Agreement,Grantee shall transfer,assign,and make p g g � available to the DEO all property and materials belonging to DEO. No extra compensation will be P paid to Grantee for its services in connection with such transfer or assignment. CL L_ 0 19. CONFLICTS BETWEEN SCOPE OF WORK AND REMAINDER OF AGREEMENT. In the event of a conflict between the provisions of this Scope of Work and other provisions of this Agreement,the provisions of this Scope of Work shall govern. U) -Remainder of Page Intentionally Left Blank— M c� Page 29 of 39 Rev.5/19/21 Packet Pg. 3868 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 Attachment 1-A—Invoice: Grantee's Subcontractor(s) (Contractual Services) INVOICE 2 GRANTEE'S NAME: INVOICE NO.: FEIN: INVOICE DATE: Agreement No.: 0 0 CL TO: FOR: Florida Department of Economic Opportunity [Grantee name] Division of Community Development [Grantee address] Attn.: Cristin Beshears [Grantee phone number] 0 107 East Madison Street U) Caldwell Building, MSC 160 CL Tallahassee, FL 32399 t3 0 DESCRIPTION AMOUNT t3 Dates of Service: �s Deliverable Completed: [copy description of the deliverable from Scope of Work, Section 3] a CL c� Category expenditures: Contractual Services $_ 0 0 P CL - 0 TOTAL $_ U) c� Page 30 of 39 Rev.5/19/21 Packet Pg. 3869 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 Attachment 1-6—Invoice:Grantee's Employee(s) CL INVOICE GRANTEE'S NAME: INVOICE NO.: FEIN: INVOICE DATE: Agreement No.: 0 0 CL TO: FOR: Florida Department of Economic Opportunity [Grantee name] Division of Community Development [Grantee address] Attn.: Cristin Beshears [Grantee phone number] o 107 East Madison Street Caldwell Building, MSC 160 CL Tallahassee, FL 32399 t3 0 DESCRIPTION AMOUNT t3 Dates of Service: Deliverable Completed: [copy description of the deliverable from Scope of Work, Section 3] L? a CL c� Category expenditures: Salaries Fringe Benefits $_ Travel $_ Postage $_ P [other direct costs: identify them] $_ 0 TOTAL $_ c� Page 31 of 39 Rev.5/19/21 Packet Pg. 3870 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 Attachment 1-C—Invoice: Combination of Grantee's Subcontractor(s) and Grantee's Employee(s) INVOICE CL c� GRANTEE'S NAME: INVOICE NO.: FEIN: INVOICE DATE: Agreement No.: 0 0 TO: FOR: CL Florida Department of Economic Opportunity [Grantee name] Division of Community Development [Grantee address] Attn.: Cristin Beshears [Grantee phone number] 107 East Madison Street o Caldwell Building, MSC 160 Tallahassee, FL 32399 DESCRIPTION AMOUNT U 0 Dates of Service: U Deliverable Completed: [copy description of the deliverable from Scope of Work, Section 3] w t3 a Category expenditures: a CL Contractual Services $_ Salaries Fringe Benefits $_ Travel $_ Postage $_ [other direct costs: identify them] $_ 0 0 P 0 TOTAL $_ U) c� Page 32 of 39 Rev.5/19/21 Packet Pg. 3871 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 Attachment 1-1)—Grant Agreement Final Closeout Form (. Ron DeSantis Meredith Ivey i(Vrl .1 !� V . .",i NG �EVil k i Aft Y as FLORIDAF LORIDA�DEPARTMENT�' ECONOMIC OPPORTUNITY tlgg3 GRANT AGREEMENT FINAL CLOSEOUT FORM FLAIR Contract ID: 0 Recipient Name: Contract Amount M Vendor ID: Deobligated Funds CL Contract End Date: Final Contract Amount Section A:Financial Reconciliation 1.Total Recipient Funds Received from DEO 0 U) 2.Total Recipient Expenditures M 3.Balance of Unexpended Program Income from Section B In 4.If negative,this amount must be refunded to the Department If positive,this amount is to be remitted to the Recipient. 8 Section B:Statement of Recipient Income There was no recipient income earned under this contract. 0 The following recipient income was earned under this contract. d2 a.+ Description of Recipient Income, t3 Source Amount Expended Balance a M Total Program Income $0.00 $0.00 $0.00 U C Section C:Property Inventory Certification to No tangible property was purchased in the contract period. C 90 All non-expendable and non-consumable tangible property having a useful life of more than one year and acquired at a cost of$1,000 or more per unit with grant funds are listed below. I do hereby certify that the property inventory described CL below is complete and correct.Notification will be sent immediately to the Department of Economic Opportunity if any 0) changes occur to this inventory.I will not destroy,sell,or otherwise dispose of this property without written permission of U the Department qp Description of Prooperty Inventory U) Description and Serial Quantity Acquisitions Condition Location Number Cost Date 0 0 Section D:Recipient Certification P CL By signing below,I certify,that the above representations for Financial Reconciliation,Recipient Income,and Property Inventory are true and accurate. 4- Name: Signature: Title: Date Signed: Section E:DEO Internal Review and Approval U) By signing below,I certify,that the above representations for Financial Reconciliation,Recipient Income,and Property Inventory are M true and accurate. Name: Signature: E U Page 33 of 39 Rev.5/19/21 Packet Pg. 3872 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 O.6.a Agreement#P0467 Attachment 1-E—Subrecipient Enterprise Resource Application (SERA) Form c� Attachment 1-E will be provided after execution of this Agreement 0 0 0 -119 U) U 0 U U c� 0 0 U) c� Page 34 of 39 Rev.5/19/21 Packet Pg. 3873 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 Attachment 2 AUDIT REQUIREMENTS c� The administration of resources awarded by DEO to the recipient (herein otherwise referred to as"Grantee") may be subject to audits and/or monitoring by DEO as described in this Attachment 2. MONITORING. In addition to reviews of audits conducted in accordance with 2 CFR 200,Subpart F-Audit Requirements, and section 215.97, Florida Statutes (F.S.), as revised (see AUDITS below), monitoring procedures may include, but not be limited to, on-site visits by DEO staff, limited scope audits as defined CL by 2 CFR §200.425, or other procedures. By entering into this agreement,the recipient agrees to comply + and cooperate with any monitoring procedures or processes deemed appropriate by DEC. In the event the DEO determines that a limited scope audit of the recipient is appropriate,the recipient agrees to comply with any additional instructions provided by DEO staff to the recipient regarding such audit.The recipient -119 U) further agrees to comply and cooperate with anyinspections, reviews, investigations, or audits deemed M necessary by the Chief Financial Officer (CFO)or Auditor General. CL AUDITS. PART I: FEDERALLY FUNDED. This part is applicable if the recipient is a state or local government or a t3 nonprofit organization as defined in 2 CFR §200.90, §200.64, and §200.70. 0 1. A recipient that expends $750,000 or more in federal awards in its fiscal year must have a single M or program-specific audit conducted in accordance with the provisions of 2 CFR 200, Subpart F - U Audit Requirements. EXHIBIT 1 to this form lists the federal resources awarded through DEO by this agreement. In determining the federal awards expended in its fiscal year, the recipient shall consider all sources of federal awards, including federal resources received from DEC. The U determination of amounts of federal awards expended should be in accordance with the guidelines established in 2 CFR§§200.502-503. An audit of the recipient conducted by the Auditor 0 General in accordance with the provisions of 2 CFR §200.514 will meet the requirements of this Part. CL c� 2. For the audit requirements addressed in Part I, paragraph 1, the recipient shall fulfill the requirements relative to auditee responsibilities as provided in 2 CFR§§200.508-512. 3. A recipient that expends less than $750,000 in federal awards in its fiscal year is not required to have an audit conducted in accordance with the provisions of 2 CFR 200, Subpart F - Audit Requirements. If the recipient expends less than $750,000 in federal awards in its fiscal year and 0 elects to have an audit conducted in accordance with the provisions of 2 CFR 200, Subpart F - Audit Requirements, the cost of the audit must be paid from non-federal resources (i.e.,the cost CL L_ of such an audit must be paid from recipient resources obtained from other than federal entities). 0 PART II: STATE FUNDED. This part is applicable if the recipient is a nonstate entity as defined by Section 215.97(2), Florida Statutes. 1. In the event that the recipient expends a total amount of state financial assistance equal to or in excess of$750,000 in any fiscal year of such recipient (for fiscal years ending June 30, 2017, and thereafter), the recipient must have a state single or project-specific audit for such fiscal year in accordance with s. 215.97, F.S.; Rule Chapter 691-5, F.A.C., State Financial Assistance; and Chapters 10.550(local governmental entities)and 10.650(nonprofit and for-profit organizations), Rules of the Auditor General. EXHIBIT 1 to this form lists the state financial assistance awarded Page 35 of 39 Rev.5/19/21 Packet Pg. 3874 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 through DEO by this agreement. In determining the state financial assistance expended in its fiscal year,the recipient shall consider all sources of state financial assistance, including state financial assistance received from DEO, other state agencies, and other nonstate entities. State financial CL assistance does not include federal direct or pass-through awards and resources received by a nonstate entity for federal program matching requirements. 2 For the audit requirements addressed in Part II, paragraph 1, the recipient shall ensure that the audit complies with the requirements of section 215.97(8), F.S. This includes submission of a financial reporting package as defined by section 215.97(2), F.S., and Chapters 10.550 (local governmental entities) and 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General. 2M CL 3. If the recipient expends less than $750,000 in state financial assistance in its fiscal year(for fiscal years ending June 30,2017,and thereafter), an audit conducted in accordance with the provisions of s. 215.97, F.S., is not required. If the recipient expends less than $750,000 in state financial assistance in its fiscal year and elects to have an audit conducted in accordance with the provisions 0 of s. 215.97, F.S.,the cost of the audit must be paid from the nonstate entity's resources (i.e., the cost of such an audit must be paid from the recipient's resources obtained from other than state CL entities). PART III: OTHER AUDIT REQUIREMENTS. U (NOTE: This part would be used to specify any additional audit requirements imposed by the State 0 awarding entity that are solely a matter of that State awarding entity's policy(i.e., the audit is not required by Federal or State laws and is not in conflict with other Federal or State audit requirements). Pursuant to t3 Section 215.97(8), Florida Statutes, State agencies may conduct or arrange for audits of state financial �y assistance that are in addition to audits conducted in accordance with Section 215.97, Florida Statutes. In W such an event, the State awarding agency must arrange for funding the full cost of such additional audits.) 9 INSERT ADDITIONAL AUDIT REQUIREMENTS, IF APPLICABLE, OTHERWISE TYPE "N/A": N/A 0 PART IV: REPORT SUBMISSION. L Copies of reporting packages for audits conducted in accordance with 2 CFR 200,Subpart F- Audit Requirements, and required by Part I of this form shall be submitted, when required by 2 CFR §200.512, by or on behalf of the recipient directly to the Federal Audit Clearinghouse (FAC) as provided in 2 CFR§200.36 and §200.512. The FAC's website provides a data entry system and required forms for submitting the single audit reporting package. Updates to the location of the FAC and data entry system may be found at the OMB website. P CL 2 Copies of financial reporting packages required by Part II of this form shall be submitted by or on L_ behalf of the recipient directly to each of the following: DEO at each of the following addresses: Electronic copies(preferred): or Paper (hard copy): Audit@deo.myflorida.com Department Economic Opportunity ; MSC#75, Caldwell Building 107 East Madison Street Tallahassee, FL 32399-4126 Page 36 of 39 Rev.5/19/21 Packet Pg. 3875 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 The Auditor General's Office at the following address:Auditor General Local Government Audits/342 Claude Pepper Building, Room 401 111 West Madison Street Tallahassee, Florida 32399-1450 The Auditor General's website (https://flauditor.gov/) provides instructions for filing an electronic copy of a financial reporting package. 3. Copies of reports or the management letter required by Part III of this form shall be submitted by 0 or on behalf of the recipient directly to: Electronic copies(preferred): or Paper(hard copy): Auditdeo,myflorida,com Department Economic Opportunity MSC#75, Caldwell Building 107 East Madison Street -119 U) Tallahassee, FL. 32399-4126 M CL 4 Any reports,management letters,or other information required to be submitted DEO pursuant to this agreement shall be submitted timely in accordance with 2 CFR§200.512,section 215.97, F.S., U and Chapters 10.550 (local governmental entities) and 10.650 (nonprofit and for-profit 0 organizations), Rules of the Auditor General, as applicable. 5. Recipients, when submitting financial reporting packages to DEO for audits done in accordance with 2 CFR 200, Subpart F-Audit Requirements, or Chapters 10.550 (local governmental entities) and 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, should indicate the date that the reporting package was delivered to the recipient in correspondence accompanying the reporting package. a PART V: RECORD RETENTION. The recipient shall retain sufficient records demonstrating its compliance CL with the terms of this Agreement for a period of five (5)years from the date the audit report is issued, or five (5) state fiscal years after all reporting requirements are satisfied and final payments have been received,whichever period is longer, and shall allow DEO, or its designee, CFO, or Auditor General access to such records upon request. The recipient shall ensure that audit working papers are made available to DEO, or its designee,CFO, or Auditor General upon request for a period of five (5) years from the date the audit report is issued, unless extended in writing by DEC. In addition, if any litigation, claim, negotiation, audit, or other action involving the records has been started prior to the expiration of the controlling 0 period as identified above,the records shall be retained until completion of the action and resolution of _ all issues which arise from it, or until the end of the controlling period as identified above, whichever is longer. 0 -Remainder of Page Intentionally Left Blank- U) c� Page 37 of 39 Rev.5/19/21 Packet Pg. 3876 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 EXHIBIT 1 to Attachment 2 FEDERAL RESOURCES AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: c� N/A COMPLIANCE REQUIREMENTS APPLICABLE TO THE FEDERAL RESOURCES AWARDED PURSUANT TO THIS AGREEMENT ARE AS FOLLOWS: 0 N/A STATE RESOURCES AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: 0 -119 U) MATCHING RESOURCES FOR FEDERAL PROGRAMS: N/A U SUBJECT TO SECTION 215.97, FLORIDA STATUTES: 0 State Project: DEPARTMENT OF ECONOMIC OPPORTUNITY — CSFA 40.024 — GROWTH U MANAGEMENT IMPLEMENTATION - $50,000 COMPLIANCE REQUIREMENTS APPLICABLE TO STATE RESOURCES AWARDED PURSUANT TO t� THIS AGREEMENT ARE AS FOLLOWS: 0 • ACTIVITIES ARE LIMITED TO THOSE IN THE SCOPE OF WORK. c� NOTE: Title 2 C.F.R. § 200.331, as revised, and Section 215.97(5), Florida Statutes, require that the information about Federal Programs and State Projects included in Exhibit 1 be provided to the recipient. 0 0 -Remainder of Page Intentionally Left Blank- U) c� Page 38 of 39 Rev.5/19/21 Packet Pg. 3877 DocuSign Envelope ID:9921093F-B9AC-4E9C-8D92-A18531CD59F5 0.6.a Agreement#P0467 ATTACHMENT 3 Audit Compliance Certification CL c� Grantee Name: FEIN: Grantee's Fiscal Year: Contact Person Name and Phone Number: Contact Person Email Address: 2M CL 1. Did Grantee expend state financial assistance, during its fiscal year,that it received under any agreement (e.g., agreement, grant, memorandum of agreement, memorandum of understanding, economic incentive award agreement, etc.) between Grantee and the Department of Economic Opportunity(DEO)? Yes No -119 U) If the above answer is yes, also answer the following before proceeding to item 2: CL Did Grantee expend $750,000 or more of state financial assistance (from DEO and all other sources of state financial assistance combined)during its fiscal year? Yes No 0 If yes, Grantee certifies that it will timely comply with all applicable state single or project-specific audit requirements of section 215.97, Florida Statutes, and the applicable rules of the Department of U Financial Services and the Auditor General. 2. Did Grantee expend federal awards, during its fiscal year that it received under any agreement (e.g., U t3 agreement, grant, memorandum of agreement, memorandum of understanding, economic incentive a award agreement, etc.) between Grantee and DEO? Yes No If the above answer is yes, also answer the following before proceeding to execution of this certification: CL c� Did Grantee expend$750,000 or more in federal awards(from DEO and all other sources of federal awards combined) during its fiscal year?_ Yes No If yes, Grantee certifies that it will timely comply with all applicable single or program-specific audit requirements of 2 C.F.R. part 200, subpart F, as revised. 0 P By signing below, I certify, on behalf of Grantee, that the above representations for items 1 and 2 are CL L_ true and correct. 0 Signature of Authorized Representative Date U) Printed Name of Authorized Representative Title of Authorized Representative Approved as to form and legal sufficiency: Monroe County Attorney's Office 2-7-2023 Page 39 of 39 Rev.5/19/21 Packet Pg. 3878 E!2M ACCORD CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI: CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE! BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. _ IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement of this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT e� NAME: Arthur J. Gallagher Risk Management Services, Inc. PHONE FAx a 300 Madison Avenue, 28th Floor A/C No Ext: 212-994-7100 A/C,No:212-994-7047 O E-MAIL 0) New York NY 10017 ADDRESS: 0 INSURER(S)AFFORDING COVERAGE NAIC# CL a License#:BR-724491 INSURERA:Zurich American Insurance Company 16535 INSURED WSPGLOB-01 INSURER B: Liberty Insurance Corporation 42404 WSP USA Environment& Infrastructure Inc. 1075 Big Shanty Rd. Suite 100 INSURERC: Kennesaw, GA 30144 INSURER : O INSURER E: (n INSURER F: COVERAGES CERTIFICATE NUMBER:280389227 REVISION NUMBER: CL THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOI INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI: CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERM f) EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD O A X COMMERCIAL GENERAL LIABILITY Y GLO 9835819-09 9/21/2022 5/1/2023 EACH OCCURRENCE $3,500,000 DAMAGE TO RENTED ' CLAIMS-MADE OCCUR PREMISES Ea occurrence $100,000 ) MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $3,500,000 LU GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $7,500,000 X POLICY D JEC LOC PRODUCTS-COMP/OP AGG $3,500,000 t) OTHER: $ a B AUTOMOBILE LIABILITY Y AS7-621-094060-032 9/21/2022 5/1/2023 COMBINED SINGLE LIMIT $5,000,000 — Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ I) AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ 0 UMBRELLALIAB OCCUR EACH OCCURRENCE $ CL CL EXCESS LAB CLAIMS-MADE AGGREGATE $ a DED RETENTION$ $ t% B WORKERS COMPENSATION WA7-62D-094060-012 9/21/2022 5/1/2023 X PER OTH- N B AND EMPLOYERS'LIABILITY Y/N WA7-62D-094060-982 9/21/2022 5/1/2023 STATUTE ER N B ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ WA7-62D-095609-072 9/21/2022 5/1/2023 E.L.EACH ACCIDENT $2,000,000 B OFFICE R/M EMBER EXCLUDED? N N/A WC7-621-094060-912 9/21/2022 5/1/2023 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $2,000,000 LO If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $2,000,000 CL X DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) �9 THIRTY(30)DAYS NOTICE OF CANCELLATION uy RE: Project Description: Category C Resilience and Environmental Engineering Services, Project Number:600837.County is included as Additional Insured U with respect to the General Liability and Automobile Liability policies as required by written agreement, pursuant to and subject to the policy's terms,definition Conditions and exclusions. APPROVED BY RISK MANAGEMEI it _ i BY DATE 10/27/2021 U WAIVER N/A YES CL CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED II ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County BOCC PO Box 100085-FX Duluth GA 30096 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Packet Pg. 3879 FDA�TE 0.6.b ACORD® CERTIFICATE OF LIABILITY INSURANCE 10/26/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI: CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE! BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. _ IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement of this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: AJG Service Team ArthurJ. Gallagher Risk Management Services, Inc PHONE Ext: 212-981-2485 Fvc,No:212-994-7074 300 Madison Avenue O 28th Floor ADDE-MRESS: GGB.WSPUS.CertRequests@ajg.com New York NY 10017 INSURER(S)AFFORDING COVERAGE NAIC# CL INSURERA: QBE Specialty Insurance Company 11515 INSURED WSPGLOB-01 INSURER B WSP USA Environment and Infrastructure Inc. f/k/a Wood Environment& Infrastructure Solutions INSURERC: 1075 Big Shanty Rd. Suite 100 INSURER : O Kennesaw GA 30144 INSURER : ggy INSURER F: COVERAGES CERTIFICATE NUMBER:1283195556 REVISION NUMBER: CL THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOI INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI: CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERM f) EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD O COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED ' CLAIMS-MADE OCCUR PREMISES Ea occurrence $ ) MED EXP(Any one person) $ PERSONAL&ADV INJURY $ LU GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ POLICY JE� LOC PRODUCTS-COMP/OP AGG $ t) OTHER: $ a MBI AUTOMOBILE LIABILITY CONED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ L) AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ CL CL EXCESS LAB CLAIMS-MADE AGGREGATE $ a DED RETENTION$ $ t% WORKERS COMPENSATION PER OTH- N AND EMPLOYERS'LIABILITY Y/N STATUTE ER N ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICE R/M EMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ LO If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability QPL0022630 11/1/2022 10/31/2023 Per Claim $1,000,000 CL CLAIMS-MADE Aggregate $3,000,000 0) DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) �9 THIRTY(30)DAYS NOTICE OF CANCELLATION uy RE: Project Description: Category C Resilience and Environmental Engineering Services, Project Number:600837. U APPROVED BY RISK MANAGEME� u }.r O BY.. L59 DATE 10/27/2.02.2. WAIVER N/A YES LO CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED II ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County BOCC PO Box 100085-FX Duluth GA 30096 AUTHORIZED REPRESENTATIVE @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Packet Pg. 3880 E!2M ACCORD CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI: CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE! BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. _ IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement of this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT e� NAME: Arthur J. Gallagher Risk Management Services, Inc. PHONE FAx a 300 Madison Avenue, 28th Floor A/C No Ext: 212-994-7100 A/C,No:212-994-7047 O E-MAIL 0) New York NY 10017 ADDRESS: 0 INSURER(S)AFFORDING COVERAGE NAIC# CL a INSURERA: Steadfast Insurance Company 26387 yw, INSURED WSPGLOB-01 INSURER B WSP USA Environment& Infrastructure Inc. 1075 Big Shanty Rd. Suite 100 INSURERC: Kennesaw, GA 30144 INSURER : O INSURER E: (n INSURER F: COVERAGES CERTIFICATE NUMBER:304001797 REVISION NUMBER: CL THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOI INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI: CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERM f) EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD O COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED ' CLAIMS-MADE OCCUR PREMISES Ea occurrence $ ) MED EXP(Any one person) $ PERSONAL&ADV INJURY $ LU GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ POLICY JE� LOC PRODUCTS-COMP/OP AGG $ t) OTHER: $ a MBI AUTOMOBILE LIABILITY CONED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ f) AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ CL CL EXCESS LAB CLAIMS-MADE AGGREGATE $ a DED RETENTION$ $ t% WORKERS COMPENSATION PER OTH- N AND EMPLOYERS'LIABILITY Y/N STATUTE ER N ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICE R/M EMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ LO If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Pollution Liability CPL484627900 9/21/2022 11/1/2022 Per Claim/Aggregate $5,000,000 CL CLAIMS MADE 0) DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) �9 THIRTY(30)DAYS NOTICE OF CANCELLATION uy RE: Project Description: Category C Resilience and Environmental Engineering Services, Project Number:600837. APPROVED BY RISK MANAGEMEW U r it% DATE Y 10/27/2022 WAIVER N/A YES_ CL CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED II ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County BOCC PO Box 100085-FX Duluth GA 30096 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Packet Pg. 3881 0.6.b Gallagher Insurance Risk Management Consulting Octca'd it 12, 2022 0 0 P To VVIf'ticaim It May Concern: CIL W II1 puirchased Wood E mAircanirn n't& Ilinfira tiructu ire Solutions, Inc. can pt irra'd it 21, 2022. As Ir airt of the acquisition, Wood EmAircanirn n't& linfirastiructuire Solutions, Inc. irn irg d Into W IF1 L.J A E mAircanirn n't& Ilnfira tiructuir , Inc. � U) M Enclosed is a ceirtificate d irnoin tinting cca irag .: IFliro-fessionall cowairages that wire cuirr nt now, but wiii expire Nmernbeir 1, 2022 and will! Ibe it n w d at that nitres U 0 If their theire wire any questions cair concerns, plea contact Gallagher Immediately. U igaird , 6 r U Ked Soirnirneir 5 Aire Assistant Vice Fliresident U Gallagher 0 Enclosure CL c:: i iridg t Montague, W III, ridget.Mcanta ue(d. s ecorn N T- LO CL x P U) U 0 ca LO 0 Packet P f . 3882 9 If ff 1 ff f ff ff 1 U GV�S COURTS coy O.6.0 Kevin Madok, CPA Clerk of the Circuit Court& Comptroller— Monroe Count Florida o p Y, E cOVN p� W DATE: June 2, 2022 TO: Rhonda Haag Chief Resilience Officer 0 Lindsey Ballard Aide to the County Adniiiiistrator E 8 M FROM: Liz Yongue, Deputy Clerk a) 0 SUBJECT: Mav 18th BOCC Meeting -119 U) Attached are copies of the following items,which have been accepted into the record: Q2 Contract with Tetra Tech, Inc. for On-Call Professional Engineering SeaIlices for U the Canal Restoration Program for the Category B - Canal Infrastructure Engineering Sea�lces. Q3 Contract with Wood Environment&Infrastructure Solutions, Inc. for On-call Professional Engineering Sea11ices for the Category C - Resilience and Environmental Engineering Seances. W w Should you have any questions please feel free to contact me at (305) 292-3550. L? t3 0 t3 c� cN 00 i LO cc: Cotuit_y Attorney Filiance a� File E c� KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plan 305-294-4641 305-289-6027 305-852-7145 305- Packet Pg. 3883 0.6.c AGREEMENT FOR ON CALL PROFESSIONAL ENGINEERING SERVICES FOR CATEGORY C RESILIENCE AND ENVIRONMENTAL ENGINEERING SERVICES BETWEEN MONROE COUNTY BOARD OF COUNTY COMMISSIONERS AND WOOD ENVIRONMENT & INFRASTRUCTURE SOLUTIONS, INC. This Agreement ("Agreement") made and entered into this 18th day of May 0 2022 by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Suite 205, Key West, Florida, 33040, its successors and assigns hereinafter referred to as "COUNTY," through the Monroe County Board of County Commissioners (`BOCC") and Wood Environment& Infrastructure Solutions, Inc. ("CONSULTANT"), whose address is 16250 NW 59th Ave., Suite 206, Miami Lakes FL 33014 its successors and assigns, 0 hereinafter referred to as "CONSULTANT". � WITNESSETH: WHEREAS, COUNTY desires to employ the professional engineering services of CONSULTANT for Category C Resilience and Environmental engineering services and related services it% located in Monroe County, Florida and a� WHEREAS, CONSULTANT has agreed to provide professional services for miscellaneous U projects in which construction costs do not exceed $4,000,000.00, or study activity if the fee for professional services for each individual study under the contract does not exceed$500,000, or for work of a specified nature as outlined in the contract required by the agency, and WHEREAS,the professional services required by this Contract will be for services in the form of a continuing contract, commencing the effective date of this agreement and ending four years thereafter, U with options for the County to renew for one additional 1 year period, and 0 a� WHEREAS, specific services will be performed pursuant to individual task orders issued by the U 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 E Task Orders, and; WHEREAS, execution of a Task Order by the COUNTY and the CONSULTANT constitutes the N COUNTY's written authorization to CONSULTANT to proceed with the services described in the Task Order, and; 00 i WHEREAS, the terms and conditions of this Agreement shall apply to each Task Order, except 4i 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 E modification shall be precisely described, and; 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- Packet Pg. 3884 0.6.c ARTICLE I 1.1 REPRESENTATIONS AND WARRANTIES a� 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 authorizations necessary to act as CONSULTANT for the Project until the CONSULTANT'S duties hereunder have been fully satisfied; 0 1.1.2 The CONSULTANT has become familiar with the potential Project sites and the local conditions under which the Work is to be completed. 1.1.3 In providing services under this Contract, the CONSULTANT shall perform its services in a 0 manner consistent with that degree of care and skill ordinarily exercised by members of the � same profession currently practicing under similar circumstances at the same time and in the same or similar locality.Upon notice to the CONSULTANT and by mutual agreement between the parties, the CONSULTANT will, without additional compensation, correct those services not meeting such a standard is 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. 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 0 now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and U regulations shall constitute a material breach of this agreement and shall entitle the Board to it% terminate this contract immediately upon delivery of written notice of termination to the CONSULTANT. U 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. c� 00 i 1.1.7 The CONSULTANT shall not discriminate against any person on the basis of race, creed, Ti color,national origin, sex, age, or any other characteristic or aspect which is not job related, in Q 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. c� ARTICLE II SCOPE OF BASIC SERVICES 2.1 SCOPE OF WORK -2- Packet Pg. 3885 0.6.c 2.1 The CONSULTANT will perform for the COUNTY services as described in individual Task Orders in accordance with the requirements outlined in the Agreement and the specific Task Order. CONSULTANT shall provide the following Category C Resilience and Environmental Engineering and related services at the request of the County: A. Comprehensive Resilience planning and infrastructure engineering services including but not limited to preparing grants, performing studies, climate change modeling, u engineering studies, engineering design services for resilience construction projects, including design, surveying, drafting, preparing specifications and solicitation/contract documents, studies, hydraulic and hydrologic modeling, geotechnical investigations, permitting, assisting with review of contractor proposals or bids, comprehensive project management services, and construction engineering and inspection services. B. Homeowner/resident outreach services. Individual homeowner outreach is an important task under the County's resilience program, to provide homeowner notification of the project, engage the homeowners, obtain approvals for access to residential lots for resilience projects and/or temporary construction purposes and for long term placement � of equipment, and hosting neighborhood meetings to educate and engage what can be done to provide resilience at the individual level. C. Construction engineering and inspection (CEI) services are an important task. Full or part time CEI services shall be provided by qualified and approved personnel. U 0 D. Environmental Services. Provide comprehensive environmental engineering services including but not limited to preparing grants, performing studies, U engineering studies, engineering design services, surveying, drafting, geotechnical investigations for land and water based projects, environmental assessments, sediment and water quality studies, sampling analysis and monitoring, t permit preparation, preparing construction plans, specifications and solicitation / 0 contract documents, assisting with review of Consultant proposals or bids, comprehensive U project management services and construction engineering and inspection services,water it% quality sampling and monitoring; benthic surveys and associated database; assess damage after a disaster such as a hurricane, ship grounding, or oil spill; assess changes as a result of climate change; assess improvements as a result of improved stormwater and wastewater treatment projects, or other water quality improvement projects; identifying data gaps or future needs; Geographic Information System mapping and geodatabase development; groundwater monitoring; vegetative surveys such as those used to obtain baseline data for identifying areas vulnerable to sea level rise, or for identifying areas that N should be preserved to offset vulnerable ecological communities; GIS inventories and Q database of County properties that may be used but not limited to ecological restoration Ni 00 or adaptability projects, including identification of hurricane debris staging and areas Vi consisting of transitional and upland habitat that may transition to coastal habitats as sea Q level rises; land use code review for consistency with adaptive management goals; Phase I and II Environmental Site Assessments; remedial action plans; water quality studies; permitting for environmental projects; 2.2 CONSULTANT shall perform and carry out in a professional and proper manner certain duties as described in the Task Orders to be issued. CONSULTANT shall provide the scope of services in the -3- Packet Pg. 3886 0.6.c task orders for the COUNTY. CONSULTANT warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these Agreement documents. The CONSULTANT shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. CONSULTANT shall provide services using the following standards, as a minimum requirement: A. The CONSULTANT shall maintain adequate staffing levels to provide the services 0- required under the Agreement resulting from the RFQ process. B. The personnel shall not be employees of or have any contractual relationship with the 2 COUNTY. To the extent that CONSULTANT uses subcontractors or independent U) contractors, this Agreement specifically requires that subcontractors and independent contractors shall not be an employee of or have any contractual relationship with COUNTY. C. All personnel engaged in performing services under this Agreement shall be fully qualified, and, if required, to be authorized or permitted under State and local law to perform such services. 2.2 CORRECTION OF ERRORS,OMISSIONS,DEFICIENCIES 0 -119 The CONSULTANT shall, without additional compensation, promptly correct any errors, omissions, deficiencies, or conflicts in the work product of the CONSULTANT or its sub-consultants, or both. 2.3 NOTICE REQUIREMENT U All written correspondence to the COUNTY shall be dated and signed by an authorized representative 0 of the CONSULTANT. Any notice required or permitted under this agreement shall be in writing and 2 hand delivered or mailed, postage pre-paid, to the COUNTY by certified mail, return receipt requested, is to the following: w Ms. Rhonda Haag Director of Sustainability and Projects Monroe County 0 102050 Overseas Highway, Room 246 U Key Largo, FL 33037 0 And: Mr. Roman Gastesi,Jr. U Monroe County Administrator 1100 Simonton Street, Room 2-205 Key West, Florida 33040 For the Consultant: cN Mr. Greg Corning Q Florida Civil Design Team Lead 00 It- Wood Environmental and Infrastructure Solutions, Inc. L01 16250 NW 591h Ave., Suite 206 Miami Lakes FL 33014 c� 2.4 TERM. This Agreement shall commence as of the Effective Date and shall run for a term of four(4) years, unless otherwise terminated in accordance with the provisions of this Agreement. At the election of the COUNTY, this Agreement may be extended for one (1) additional year. -4- Packet Pg. 3887 0.6.c ARTICLE III ADDITIONAL SERVICES 3.1 Additional services are services not included in the Scope of Basic Services. Should the COUNTY require additional services they shall be paid for by the COUNTY at rates or fees u 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 0 proposal to perform the requested services. Only after receiving an amendment to the Agreement and a notice to proceed from the COUNTY, shall the CONSULTANT proceed with the Additional Services. ARTICLE IV COUNTY'S RESPONSIBILITIES 4.1 The COUNTY shall provide full information regarding requirements for the Project including physical location of work, county maintained roads, maps. U 0 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 U pertaining to documents submitted by the CONSULTANT in order to avoid unreasonable delay in the orderly and sequential progress of the CONSULTANT'S services. W 4.3 Prompt written notice shall be given by the COUNTY and its representative to the a CONSULTANT if they become aware of any fault or defect in the Project or non- 0 conformance with the Agreement Documents. Written notice shall be deemed to have been U duly served if sent pursuant to paragraph 2.3. 0 4.4 The COUNTY shall furnish the required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONSULTANT'S services and work of the contractors. a� 4.5 The COUNTY's review of any documents prepared by the CONSULTANT or its sub-consultants shall be solely for the purpose of determining whether such documents are N generally consistent with the COUNTY's criteria, as, and if, modified. No review of such documents shall relieve the CONSULTANT of responsibility for the accuracy, adequacy, 0� fitness, suitability or coordination of its work product. U11 Q 4i 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 -5- Packet Pg. 3888 0.6.c INDEMNIFICATION AND HOLD HARMLESS 5.1 The CONSULTANT covenants and agrees to indemnify and hold harmless COUNTY/Monroe County and Monroe County Board of County Commissioners, its officers and employees from liabilities, damages, losses and costs, including but not limited to, reasonable attorneys' fees, to the extent caused by the negligence,recklessness, or intentional wrongful conduct of the CONSULTANT, subcontractor(s) and other persons employed or utilized by the CONSULTANT in the performance of the contract. 5.2 In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONSULTANT'S failure to purchase or maintain the required insurance, the CONSULTANT shall indemnify COUNTY from any and all increased expenses resulting from such delays. Should any claims be asserted against COUNTY by virtue of any deficiencies 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 claims or action on the COUNTY'S behalf. -119 5.3 The extent of liability is in no way limited to, reduced or lessened by the insurance CU requirements contained elsewhere within the Agreement. 0- 5.4 This indemnification shall survive the expiration or early termination of the Agreement. U ARTICLE VI 0 PERSONNEL U 6.1 PERSONNEL The CONSULTANT shall assign only qualified personnel to perform any service concerning the project. 0 At the time of execution of this Agreement,the parties anticipate that the following named individuals is will perform those functions as indicated: it CU NAME FUNCTION U Greg Corning Florida Civil Design Team Lead-Project Manager Ricardo Fraxedas Chief Engineer Christine Mehle Water& Infrastructure Service Line Lead d N N N 00 So long as the individuals named above remain actively employed or retained by the CONSULTANT, V- they shall perform the functions indicated next to their names. If they are replaced the CONSULTANT �� shall notify the COUNTY of the change immediately. c� 6.2 FLORIDA STATUTES SECTION 448.095: E-VERIFY As required by Section 448.095, the CONSULTANT shall register and use the federal e-Verify system to ensure the work status of all employees hired on or after 1/1/2021. By entering into this Agreement, -6- Packet Pg. 3889 0.6.c the CONSULTANT confirms that it will comply with Section 448.095, and will register and use the e- Verify system, and that if the CONSULTANT enters into any agreements with subcontractors, the CONSULTANT will ensure that the subcontractor provides an affidavit to the CONSULTANT stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. This Agreement is terminable by the COUNTY in accordance with the terms of F.S. 448.095 for violation of the statute and these provisions. 0- a� c� ARTICLE VII COMPENSATION 7.1 PAYMENT SUM 0 7.1.1 The COUNTY shall pay the CONSULTANT in current funds for the CONSULTANT'S performance of this Agreement based on rates negotiated and agreed upon and shown in Attachment A. 7.2 PAYMENTS 0 -119 U) 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, Section218.70,Florida Statutes. U (A) If the CONSULTANT'S duties, obligations and responsibilities are materially it changed by amendment to this Agreement after execution of this Agreement, compensation due to the CONSULTANT shall be equitably adjusted, either upward or downward; (B) As a condition precedent for any payment due under this Agreement, the CONSULTANT shall submit monthly, unless otherwise agreed in writing by the 9 COUNTY, a proper invoice to COUNTY requesting payment for services properly 0 rendered and reimbursable expenses due hereunder. The CONSULTANT'S invoice U shall describe with reasonable particularity the service rendered. The it% 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. U 7.3 REIMBURSABLE EXPENSES u 7.3.1 Reimbursable expenses include expenses incurred by the CONSULTANT in the interest of the project: N c� 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 Ti extent and in the amounts authorized by Section 112.061,Florida Statutes; Q b. C o s t of reproducing maps or drawings or other materials used in performing the scope E of services; and c. Postage and handling of reports. 7.4 BUDGET -7- Packet Pg. 3890 0.6.c 7.4.1 The CONSULTANT may not be entitled to receive, and the COUNTY is not obligated to pay, any fees or expenses in excess of the amount budgeted for this contract in each fiscal year (October 1 - September 30) by COUNTY's Board of County Commissioners. The budgeted amount may only be modified by an 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 contingent upon an annual appropriation by the Board of County Commissioners and the approval of u the Board members at the time of contract initiation and its duration. a� ARTICLE VIII INSURANCE 0 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 0 purchase or maintain the required insurance, the CONSULTANT shall indemnify the 0 COUNTY from any and all increased expenses resulting from such delay. U) 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 U sixty (60) days' notice to the COUNTY prior to any cancellation of said coverage. Said it 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 9 to Florida Statute 440. 0 O B. Employers Liability Insurance with limits of $1 000 000 per Accident, $1,000,000 U Y Disease,policy limits, $1,000,000 Disease each employee. 0 a� C. Comprehensive business automobile and vehicle liability insurance covering claims for U 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 E vehicles, with One Million Dollars ($1,000,000.00) combined single limit and One Million Dollars ($1,000,000.00)annual aggregate. N N D. Commercial general liability, including Personal Injury Liability, covering claims for Ni injuries to members of the public or damage to property of others arising out of any �i covered act or omission of the CONSULTANT or any of its employees, agents or � subcontractors or sub-consultants, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement with One Million Dollars ($1,000,000) per occurrence and annual aggregate. An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the -8- Packet Pg. 3891 0.6.c effective date of this contract. In addition, the period for which claims may be reported must extend for a minimum of 48 months following the termination or expiration of this contract. E. Professional liability insurance of One Million Dollars ($1,000,000.00)per occurrence and S Two Million Dollars ($2,000,000.00) 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 u Statutes. a� 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. 0 G. CONSULTANT shall require its sub-consultants 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 sub-consultants. 0 -119 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. W L If the CONSULTANT participates in a self-insurance fund, a Certificate of Insurance will U be required. In addition, the CONSULTANT may be required to submit updated financial 0 statements from the fund upon request from the COUNTY. U ARTICLE IX MISCELLANEOUS 9.1 SECTION HEADINGS O Section headings have been inserted in this Agreement as a matter of convenience of reference only, is and it is agreed that such section headings are not a part of this Agreement and will not be used in the it interpretation of any provision of this Agreement. U 9.2 OWNERSHIP OF THE PROJECT DOCUMENTS 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. In the event that COUNTY makes use of said documents on a project or projects not covered under this Contract, c� without CONSULTANT'S express written consent, such use shall be at the sole discretion,liability, and risk of the COUNTY." 0� i LO 9.3 SUCCESSORS AND ASSIGNS The CONSULTANT shall not assign or subcontract its obligations under this agreement, except in �E 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 -9- Packet Pg. 3892 0.6.c itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other parry. 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 parry. 9.5 TERMINATION A. In the event that the CONSULTANT shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after five (5) days written notification to the �e CONSULTANT. 0 B. Either of the parties hereto may cancel this Agreement without cause by giving the other parry sixty (60) days written notice of its intention to do so. 9.6 CONTRACT DOCUMENTS 0 -119 U) This contract consists of the Request for Qualifications, any addenda, the Agreement (Articles I-IX), the CONSULTANT'S response to the RFQ, the documents referred to in the Agreement as a part of this Agreement, including Attachment A Consultant Rates, and modifications made after execution by 3: written amendment. In the event of any conflict between any of the Contract documents, the one U imposing the greater burden on the CONSULTANT will control. it 9.7 PUBLIC ENTITIES CRIMES U A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or t public work, may not submit bids on leases of real property to public entity, may not be awarded or 0 perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public U entity, and may not transact business with any public entity in excess of the threshold amount provided it% 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. U 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 E result in termination of this Agreement and recovery of all monies paid hereto and may result in debarment from COUNTY's competitive procurement activities. c�a c� In addition to the foregoing, CONSULTANT further represents that there has been no determination, based on an audit,that it or any sub-consultant has committed an act defined by Section 287.133, Florida �i Statutes, as a "public entity crime" and that it has not been formally charged with committing an act Q defined as a "public entity crime" regardless of the amount of money involved or whether CONUSULTANT has been placed on the convicted vendor list. c� CONSULTANT will promptly notify the COUNTY if it or any subcontractor or sub-consultant is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. -10- Packet Pg. 3893 0.6.c 9.8 MAINTENANCE OF RECORDS CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of seven years from the termination of this agreement or for a S period of three years from the submission of the final expenditure report as per 2 CFR §200.333, whichever is greater.Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes u during the term of the Agreement and for seven years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement,or were wrongfully retained by the CONTRACTOR, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 9.9 GOVERNING LAW,VENUE a� This Agreement shall be governed by and construed in accordance with the laws of the State of c -119 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 Sixteenth 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 U conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil 0 Procedure and usual and customary procedures required by the circuit court of Monroe County. cu 9.10 SEVERABILITY & w 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 sC 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 U be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the c remaining terms, covenants, conditions and provisions of this Agreement would prevent the 2 accomplishment of the original intent of this Agreement. The COUNTY and CONSULTANT agree U 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. E a� 9.11 ATTORNEY'S FEES AND COSTS CN cN The COUNTY and CONSULTANT agree that in the event any cause of action or administrative Ni proceeding is initiated or defended by any parry relative to the enforcement or interpretation of this 00 Agreement,the prevailing parry shall be entitled to reasonable attorney's fees, court costs,investigative, Ul)� 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 representatives, successors, and assigns. -ll- Packet Pg. 3894 0.6.c 9.13 AUTHORITY Each parry 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. c� 9.14 CLAIMS FOR FEDERAL OR STATE AID CONSULTANT and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each parry prior to submission. 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 each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be 0 discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not U) resolved to the satisfaction of the parties,then any parry shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This provision does not negate or waive the provisions of paragraph 9.5 concerning termination or cancellation. U 9.16 COOPERATION 0 In the event any administrative or legal proceeding is instituted against either parry relating to the U formation, execution,performance, or breach of this Agreement, COUNTY and CONSULTANT agree to participate,to the extent required by the other parry, in all proceedings,hearings,processes,meetings, W 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 parry to this Agreement shall be a required to enter into any arbitration proceedings related to this Agreement. O U 9.17 NONDISCRIMINATION it' 0 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 parry, effective the date of the court order. CONSULTANT 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: N c� 1) Title VII of the Civil Rights Act of 1964 (PL 88-352), which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment 0� of 1972, as amended (20 USC §§ 1681-1683, and 1685-1686), which prohibits discrimination on the L01 basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC § 794), which Q 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 E and Treatment Act of 1972 (PL 92-255), as amended,relating to nondiscrimination on the basis of drug abuse; 6)The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation < Act of 1970 (PL 91 616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, §§ 523 and 527 (42 USC §§ 690dd-3 and 290ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the -12- Packet Pg. 3895 0.6.c Civil Rights Act of 1968 (42 USC §§ 3601 et seq.), as amended, relating to nondiscrimination in the sale,rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC §§ 12101), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, 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 0- apply to the parties to, or the subject matter of, this Agreement. 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 11,¶C, agrees as follows: (a)The CONSULTANT will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Consultant will take affirmative action to ensure that applicants are employed, and that employees are a 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, M upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of 0- pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. it% (b) The CONSULTANT will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. U (c) The CONSULTANT will not discharge or in any other manner discriminate against any a 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. t This provision shall not apply to instances in which an employee, who has access to the compensation 0 information of other employees or applicants as a part of such employee's essential job functions, U discloses the compensation of such other employees or applicants to individuals who do not otherwise it% have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the CONSULTANT's legal duty to furnish information. U (d) The CONSULTANT will send to each labor union or representative of workers with which u it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the Consultant's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (e)The CONSULTANT will comply with all provisions of Executive Order 11246 of September00 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. It-i (f) The CONSULTANT will furnish all information and reports required by Executive Order Q 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. (g) 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 CONSULTANT may be declared ineligible for further -13- Packet Pg. 3896 0.6.c 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 rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (g) The CONSULTANT will include the portion of the sentence immediately preceding sub- paragraph (a) and the provisions of paragraphs (a) through (g) in every subcontract or purchase order 0- unless exempted by rules,regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subconsultant or vendor. The CONSULTANT will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for non-compliance; provided, however, that in the event a Consultant becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction C by the administering agency the Consultant may request the United States to enter into such litigation to protect the interests of the United States. 9.18 COVENANT OF NO INTEREST CONSULTANT and COUNTY covenant that neither presently has any interest, and shall not acquire -11 c any interest,which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 9.19 CODE OF ETHICS COUNTY agrees that officers and employees of the COUNTY recognize and will be required to 0 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 U with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. U 9.20 NO SOLICITATION/PAYMENT The CONSULTANT and COUNTY warrant that, in respect to itself, it has neither employed nor U retained any company or person, other than a bona fide employee working solely for it, to solicit or 0 secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, 2 individual, or firm, other than a bona fide employee working solely for it, any fee, commission, U 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 E 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. c� 00 i 9.21 PUBLIC RECORDS COMPLIANCE. LO 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 -14- Packet Pg. 3897 0.6.c 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. a� Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Consultant is required to: (1) Keep and maintain public records that would be required by the County to 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 c 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, 0- the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt 3: from public records disclosure requirements. If the Consultant keeps and maintains public records upon I completion of the contract, the Consultant shall meet all applicable requirements for retaining public it% 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. U (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 t the records to be inspected or copied within a reasonable time. 0 If the Contractor does not comply with the County's request for records, the County shall enforce the UU public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records U request within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. 0 Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records 0 unless or otherwise provided in this provision or as otherwise provided by law. d N N N 00 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION ;I OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470, BRADLEY-BRIAN(a,MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEYS OFFICE, 1111 12th STREET, SUITE 408, KEY WEST, FL 33040. -15- Packet Pg. 3898 0.6.c 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 S 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 a� 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. a� 9.24 LEGAL OBLIGATIONS AND RESPONSIBILITIES c -119 U) 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. U Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of 0 the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida 2 constitution, state statute, and case law. U 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 a to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or 0 program contemplated hereunder, and the CONSULTANT and the COUNTY agree that neither the U CONSULTANT nor the COUNTY or any agent, officer, or employee of either shall have the authority it to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or 2 entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or cu U superior to the community in general or for the purposes contemplated in this Agreement. a� 9.26 ATTESTATIONS AND TRUTH IN NEGOTIATION CONSULTANT agrees to execute such documents as COUNTY may reasonably require, including a N Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. Signature of this Agreement by CONSULTANT shall act as the execution of a truth in negotiation 0� certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to ,i the Agreement are accurate, complete, and current at the time of contracting. The original contract price Q 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 E other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. 9.27 NO PERSONAL LIABILITY -16- Packet Pg. 3899 0.6.c 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. S 9.28 EXECUTION IN COUNTERPARTS 0- This Agreement may be executed in any number of counterparts, each of which shall be regarded as u 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. 9.39 PURSUANT TO SECTION 5 5 8.003 5, FLORIDA STATUTES, AN INDIVIDUAL EMPLOYEE OR AGENT OF CONSULTANT MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE. U) Section 32. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder,the CONSULTANT is an independent contractor and not an employee of the Board of County Commissioners. No statement contained in this agreement shall be is construed so as to find the CONSULTANT or any of his/her employees, Consultants, servants or agents it to be employees of the Board of County Commissioners for Monroe County. As an independent Consultant the CONSULTANT shall provide independent, professional judgment and comply with all federal, state, and local statutes, ordinances, rules and regulations applicable to the services to be provided. w Section 33. COMPLETENESS OF WORK. The CONSULTANT shall be responsible for the completeness and accuracy of its work, plan, is supporting data,and other documents prepared or compiled under its obligation for this project,and shall it correct at its expense all significant errors or omissions therein which may be disclosed. The cost of the work necessary to correct those errors attributable to the CONSULTANT and any damage incurred by the COUNTY as a result of additional costs caused by such errors shall be chargeable to the CONSULTANT. This provision shall not apply to any maps, official records, contracts, or other data 0 that may be provided by the COUNTY or other public or semi-public agencies. The CONSULTANT agrees that no charges or claims for damages shall be made by it for any delays or hindrances attributable to the COUNTY during the progress of any portion of the services specified in this contract. Such delays or hindrances, if any, shall be compensated for by the COUNTY by an 0� extension of time for a reasonable period for the CONSULTANT to complete the work schedule. Such ,i an agreement shall be made between the parties. Q Section 34. FEDERAL REQUIRED CONTRACT PROVISIONS E c� The CONSULTANT and its subcontractors must follow the provisions, as applicable, as set forth in 2 C.F.R. §200.326 Contract Provisions and 2 C.F.R., Appendix II to Part 200, as amended, including but not limited to: -17- Packet Pg. 3900 0.6.c 34.1 Clean Air Act (42 U.S.C. §§7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. §§1251-1387) as amended. Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (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 and the Regional Office of the Environmental Protection Agency(EPA). The Clean Air Act(42 U.S.C. §§7401- 7671q.) and the Federal Water Pollution Control Act(33 U.S.C. §§1251-1387), as amended, applies to 0- Contracts and subgrants of amounts in excess of$150,000. a� 34.2 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 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 a Labor. In addition, contractors must be required to pay wages not less than once a week. If applicable, � the COUNTY must place a copy of the current prevailing wage determination issued by the Department cu of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon 0- the acceptance of the wage determination. The COUNTY must report all suspected or reported violations 3: to the Federal awarding agency. When required by Federal program legislation, which includes I emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit it% 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 agreementcu programs, including the Public Assistance Program), the contractors must also comply with the U 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 t subrecipient is prohibited from inducing, by any means, any person employed in the construction, 0 completion, or repair of public work, to give up any part of the compensation to which he or she is U otherwise entitled. The COUNTY must report all suspected or reported violations to the Federal it% awarding agency. a. The Consultant shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this U contract. u b. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. 00 C. Breach. A breach of the contract clauses above may be grounds for termination of the IV-i contract, and for debarment as a Consultant and subcontractor as provided in 29 C.F.R. § 5.12. Q 34.3. 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 contractor must compute the wages of every mechanic and laborer on the basis of a standard work week of forty (40) hours. Work in excess of the standard work -18- Packet Pg. 3901 0.6.c week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of forty (40) hours in the work week. The requirements of 40 U.S.C. §3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, 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 H: intelligence. a� 34.5 Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of"funding agreement" under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. 34.6 Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR -119 c 180.220)must not be made to parties listed on the government wide exclusions in the System for Award CU Management(SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive 0- Orders 12549(3 CFR part 1986 Comp.,p. 189)and 12689(3 CFR part 1989 Comp.,p. 23 5),"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 it% than Executive Order 12549. a� CU 34.7 Byrd Anti-Lobbying Amendment(31 U.S.C. §1352). Consultants that apply or bid for an award U 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 CU attempting to influence an officer or employee of any agency, a member of Congress, officer or t employee of Congress, or an employee of a member of Congress in connection with obtaining any 0 Federal contract, grant or any other award covered by 31 U.S.C. §1352. Each tier must also disclose any U lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such it% disclosures are forwarded from tier to tier up to the non-Federal award. a� CU 34.8 Compliance with Procurement of Recovered Materials as set forth in 2 CFR § 200.322. U CONSULTANT must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designed in guidelines of the Environmental Protection Agency (EPA at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of N the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste Ni 00 management services in a manner that maximizes energy and resource recovery; and establishing an It-i affirmative procurement program for procurement of recovered materials identified in the EPA Q guidelines. (1) In the performance of this contract, the Consultant shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired; (i) Competitively within a timeframe providing for compliance with the contract performance schedule; (ii) U Meeting contract performance requirements; or (iii) At a reasonable price. (2) Information about this requirement, along with the list of EPA-designated items, is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline- cpg-program. -19- Packet Pg. 3902 0.6.c 34.9 Prohibition on certain telecommunications and video surveillance services or equipment as set forth in 2 CFR § 200.216. Recipients and subrecipients and their contractors and subcontractors may not obligate or expend any federal funds to (1)Procure or obtain; (2) Extend or renew a contract to procure or obtain; or (3) Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or 0- essential component of any system,or as critical technology as part of any system.As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (i) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and C telecommunications equipment produced by Hytera Communications Corporation,Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). i (ii) Telecommunications or video surveillance services provided by such entities or using such equipment. (iii) Telecommunications or video surveillance equipment or services produced or provided by -119 c an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or M the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or 0- controlled by, or otherwise connected to, the government of a covered foreign country. U 34.10 Domestic preference for procurements as set forth in 2 CFR §200.322 The COUNTY and it% CONSULTANT should, to the great extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). These requirements of this U section must be included in all subawards including contracts and purchase orders for work or products under federal award. For purposes of this section: (1)"Produced in the United States" means, for iron and steel products, that all manufacturing processes, t from the initial melting stage through the application of coatings, occurred in the United States. (2) 0 "Manufactured products" means items and construction materials composed in whole or in part of non- U ferrous metals such as aluminum;plastics and polymer-based products such as polyvinyl chloride pipe; it% aggregates such as concrete; glass, including optical fiber; and lumber. a� OTHER FEDERAL AND FEMA REQUIREMENTS (if applicable) U 34.11 Americans with Disabilities Act of 1990 (ADA), as amended. The CONSULTANT will comply with all the requirements as imposed by the ADA, the regulations of the Federal government issued thereunder, and the assurance by the CONSULTANT pursuant thereto. N c� 34.12 Disadvantaged Business Enterprise (DBE) Policy and Obligation. It is the policy of the00 COUNTY that DBE's, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to It-i participate in the performance of contracts financed in whole or in part with COUNTY funds under this Q Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The COUNTY and its CONSULTANT agree to ensure that DBE's have the opportunity to participate in the performance of this Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with 2 C.F.R. §200.321 (as set forth below), applicable federal and state laws and regulations to ensure that the DBE's have the opportunity to compete for and perform contracts. The COUNTY and the CONSULTANT and subcontractors shall not discriminate on the basis of race,color,national origin or sex in the award and performance of contracts,entered pursuant -20- Packet Pg. 3903 0.6.c to this Agreement. 34.13 2 C.F.R. §200.321 - CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN'S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS: a. If the CONSULTANT,with the funds authorized by this Agreement, seeks to subcontract goods or services, then, in accordance with 2 C.F.R. §200.321, the CONSULTANT shall take the 0- 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: i. Placing qualified small and minority businesses and women's business enterprises on solicitation lists; ii. Assuring that small and minority businesses, and women's business enterprises a are solicited whenever they are potential sources; iii. Dividing total requirements, when economically feasible, into smaller tasks or 0- quantities to permit maximum participation by small and minority businesses, and women's business enterprises; a� iv. Establishing delivery schedules,where the requirement permits,which encourage a participation by small and minority businesses, and women's business enterprises; -119 V. Using the services and assistance, as appropriate, of such organizations as the cu Small Business Administration and the Minority Business Development Agency of the Department of 0- Commerce. vi. Requiring the Prime Consultant, if subcontractors are to be let, to take the affirmative steps listed in paragraph(i)through vi) of this section. it% 0 34.14 E-Verify. The Consultant shall utilize the U.S. Department of Homeland Security's E-Verifycu system to verify the employment eligibility of all new employees hired by the Consultant during the U term of the Contract and shall expressly require any subcontractors performing work or providing a services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E- cu Verify system to verify the employment eligibility of all new employees hired by the subcontractor t during the Contract term. 0 34.15 Access to Records. Contractor/Consultant and their successors, transferees, assignees, and c,U 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 cu records, accounts, documents, information, facilities, and staff. Contractors/Consultants must: (1) U Cooperate with any compliance review or complaint investigation conducted by DHS; (2) Give DHS access to and the right to examine and copy records, accounts, and other documents and sources of information related to the grant and permit access to facilities, personnel, and other individuals and information as may be necessary, as required by DHS regulations and other applicable laws or program guidance; and (3) Submit timely, complete, and accurate reports to the appropriate DHS officials and N maintain appropriate backup documentation to support the reports. Ni 00 - i 34.16 DHS Seal, Logo, and Flags. Consultant shall not use the Department of Homeland Security Q seal(s),logos,crests,or reproduction of flags or likeness of DHS agency officials without specific FEMA approval. c� 34.17 Changes to Contract. The Consultant understands and agrees that any cost resulting from a change or modification, change order, or constructive change of the agreement must be within the scope of any Federal grant or cooperative agreement that may fund this Project and be reasonable for the completion of the Project. Any contract change or modification, change order or constructive change -21- Packet Pg. 3904 0.6.c must be approved in writing by both the County and Consultant. 34.18 Compliance with Federal Law, Regulations, and Executive Orders. This is an acknowledgement that FEMA financial assistance will be used to fund the contract only.The Consultant will comply will all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. 34.19 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, Consultant, or any other party pertaining to any matter resulting from the contract. 0 34.20 Program Fraud and False or Fraudulent Statements or Related Acts. The Consultant acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Consultant's actions pertaining to this contract. 34.21 (In the event of FDEM funding) The Consultant is bound by the terms and conditions of the Federally-Funded Subaward and Grant Agreement between County and the Florida Division of c -119 Emergency Management (Division) found at the following link on the Monroe County web page: https://www.monroecounty-fl.gov/fdemgrantagreement 34.22 (In the event of FDEM funding) 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 U Agreement, to the extent allowed and required by law. it IN WITNESS WHEREOF,each party has caused this Agreement to be executed by its duly authorized U representative on the day and year first above written. BOARD OF COUNTY COMMISSIONERS 1 23 evin Madok, Clerk OF MONROE COUNTY,FLORIDA t? p�qq® hf V By: As DeOgy CleiV May airman Pr�ouwTr N I a+ Date: rJ � l (Z flZ2 U (Seal) WOOD ENVIRONMENTAL& INFRASTRUCTURE SOLUTIONS, INC. Attest: CN C00 -; Title: Florida Civil Design Team Lead Title: Florida Operation Office Manager_=Vice Preslds nt .' Approved as to form and legal sufficiency: C� r Monroe County Attorney's Office END OF AGREEMENT -22- r Packet Pg. 3905 0.6.c ATTACHMENTA CONSULTANT RATES I. Personnel CL A. Professional (Engineer,Geologist, Scientist and Project Management) Staff I $78.00/hour Staff 11 $85.00/hour Staff III $95.00/hour Senior I $120.00/hour Senior 11/ Project Manager $155.00/hour Associate $171.00/hour CL Principal $213.00/hour B. Technical Services(Engineering and Science) o Technician I $50.00/hour CL Technician 11 $61.00/hour Senior Technician I $66.00/hour Senior Technician 11 $77.00/hour U Technical Writer/Document Production $ 86.00/hour 0 CADD/Draftsperson (includes PC/CAD) I $72.00/hour CADD/Draftsperson (includes PC/CAD) 11 $111.00/hour U Admin I $44.00/hour Admin 11 $57.00/hour U C. Surveying Services 0 U Field Surveyor I $47.00/hour Field Surveyor 11 $52.00/hour Survey Technician I $73.00/hour Survey Technician 11 $79.00/hour Survey Chief $83.00/hour D. Contract Labor N From time to time, Wood retains outside Professional and Technical labor on a temporary basis to meet peak N00 workload demands. Such contract labor will be charged at 10% markup. LO II. Subcontract Subcontract services will be invoiced at a cost multiplied by 1.15. E c� 23 Packet Pg. 3906 0.6.c ,�"��� p�' 'm Request for Qualifications for On Call Professional Engineering Services for the ✓ ��ld7M1 ti Canal Restoration and Resilience Programs Itk 1 � Category C. Resilience Services/Environmental Services CL RFQ for On Call Professional Engineering Services � r SECTION THREE: RESPONSE FORMS RESPONSE FORM r � J 0 — RESPOND TO; MONROE COUNTY BOARD OF COUNTY COMMISSIONERS c/o PURCHASING DEPARTMENT CL GATO BUILDING,ROOM 1-213 1100 SIMONTON STREET KEY WEST,FLORIDA 33040 u X I acknowledge receipt of Addenda No. (s) 1 0 -119 U) I have included: M 1 a r X . The Submission Response Form X . Lobbying and Conflict of Interest Clause — x . Non-Collusion Affidavit x . Drug Free Workplace Form U X. Respondent's Insurance and Indemnification Statement it i X. Insurance Agent's Statement �y r X• Vendor Certification Regarding Scrutinized Companies n U X In addition, I have included a current copy of the following professional and occupational licenses: �y State of Florida Department of State No.F00000004389;sunbiz.org Division of Corporations;Sunbiz 2021 Foreign Profit Corporation Amended Annual Report,DBPR Re ist No.5392 and Qualifier State of Florida Board of Professional �. Engineers,Christine A.Mehle,No.PE68038);Local Business Tax Receipt,Miami-Dade County,State of Florida (� (Check mark items above,as a reminder that they are included.) U a Mailing Address. 16250 N.W.59th Avenue.Suite#206 Telephone: (305)826-5588 0 U Miami Lakes,FL Fax: (305)826-1799 0 33014 Date: 11/30/21 Signed. <a ;k� ;. Fitness. ra U u a.+ Christine Mehle,PE,CFM,ENV SP (Name) Principal-in-Charge/Water and Infrastructure Service Line Lead CN (Title) CN CN 00 u9 I E -4p- c5 . Packet Pg. 3907 0.6.c � p�' 'm' Request for Qualifications for On Call Professional Engineering Services for the ✓ i/4r1 iild7M� L Itk Canal Restoration and Resilience Programs 1 Category C. Resilience Services/Environmental Services wood 'r U) 0 1 r � J November 30,2021 M Monroe County Purchasing Department Gato Building,Room 1-213 1 1100 Simonton Street s Key West,F'L 33040 u Subject., Signature Authority for Monroe County Submittal,On Call Professional Engineering Services for the Canal 0 -119 Restoration and Resilience Programs rgy M 1 You requested documentation of signature authority within Woad Environment&Infrastructure Solutions,Inc.for the subject r services listed above.In response,I provide the below table of generic delegated contractual authorities for your reference. These authorities apply to Federal,State,or Local Government entities. Please be advised that Christine Mehle,PE,CFM,ENV SP,Water and Infrastructure Service Line(Lead,has Service Line Lead L) authority to sign on behalf of Wood Environment&(infrastructure Solutions,Ilnc. �i tm r As an officer of Wood Environment&Infrastructure Solutions,Inc.,I can verify that the limits outlined in the table below are n valid for your use: f) �9 Terms&Conditions of Contract do not Terms&Conditions of Contract do comply with CPP mandatory terms. comply with CPP mandatory terms,. _.._............................................ Managerial Level Reimbursable Lump Sum or other Reimbursable Lump Sum or other contracts high-risk contracts contracts high-ris'Ic contracts a Service Line Lead None None SS00,000 $250,000 C3 Operations Manager Nome None $1,000,000 $500,000 i!' 0 �9 Region Manager None None $5,000,000 $2,000,000 Group Manager None None $15,000,000 $5,000,000 ...... _. _ ...,.... Operational President None None $25,000,000 $10,000,000 dl $30, 00,0 $505CEO , , $50,000,000 Please do not hesitate to contact me at(678)230-6159 or david.goersbeICWwoodplc.com should you have any questions. N COI Regards, 00 1 David B. GoersheI Digitliy signed by David B.Goershel r7ate: n11.11:i14 45zb;"12:17-On'00' �j 1 David B.Goershel,PG,PMP Q President-East US Operations E 'woad'is a trading name for Jahn wood Group PLC arid it-,subsidiaries wood. Packet Pg. 3908 0.6.c ,�"��� p�' 'm Request for Qualifications for On Call Professional Engineering Services for the ✓ ��ld7M1 ti Canal Restoration and Resilience Programs Itk 1 Category C. Resilience Services/Environmental Services RFQ for On Call Professional Engineering Services cs i � r LOBBYING AND CONFLICT OF INTEREST CLAUSE Uy — SWORN STATEMENT UiNDER ORDINANCE NO.010-1990 i MONROE COUNTY, FLORIDA � r 0 J ETHICS CLAUSE 1 r u " Wood Environment&Infrastructure Solutions,Inc. — (Company) 0 -119 U) warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former i County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or CLr employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the LO 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, f� percentage,gift,or consideration paid to the former County officer or employee". 0i r (Signature) f) �9 Date: 11/30/21 t3 ' STATE OF Florida L t3 COUNTY OF: Hillsborough it' 0 Subscribed and sworn to(or affirmed)before me on November 30,2021 Christine McWe (date)by (name of affiank). Ha/She is personally t3 known to me or has produced rK rssonna0ly known to rre as des E identification. (type of identification) �9 CN t'J w� rme� NOTAPY PUBLIC C. f4 rsw sm���a„r�z CNI r00 My commission expires: M vch 20 L'023 V_ I LO E _41- c5 . Packet Pg. 3909 0.6.c ,�"��� p�' 'm Request for Qualifications for On Call Professional Engineering Services for the ✓ i�ld7M1 ti Canal Restoration and Resilience Programs Itk 1 � Category C. Resilience Services/Environmental Services RFQ for On Call rofessionaI Engineenngi Servaees � r NON-COLLUSION AFFIDAVIT to I, Christine Mehle, PE,CFMr ENV SP of the city of Tampa according to law on my oath,and under penalty of perjury,depose and say that: 1 'I. lam a 'r � J 0 of the form of W2od Environment&Infrastructure Soluti2ns,Inc. 0 — the bidder making the Proposal for the project described in the Request for Qualifications for: + i On Call Professional EngingeringSpwices fortesanal g � R�ar1�tra and R", � liea� Programs r and that I executed the said proposal with f ull authority to do so: . the prices in this bid'have been arrived at independently without collusion,consultation, 0 -119 communication or agreement for the purpose of restricting competition,as to any matter to reiating to such prices with any other Kidder or with any competitor; M i unless otherwise required by Gave,, the prices which have been quoted in this bad have CLr not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to Paid opening„ directly or indirectly, to any other budder or to any competitor;and U ~ no attempt has been made or will be made by the bidder to induce any other person, it i partnership or corporation to submit, or not to submit,e bid for the piurpose of restricting competition; � the statements contained in this affidavit are trine and correct,and made with full knowledge that Monroe County relies upon the truth of the statements contained o this U affidavit in awarding contracts for said project. �y cw 1Mo,M1; pq y fly (Signature of Despondent) (Date) STATE OF, Eiorida 0 U COUNTY OF: Hills mugh it, PERSONALLY APPEARED BEFORE ME,the undersigned authority, ori,��rv. hit-�1sa dr who, after first being sworn by me, (name of individual signing) affixed has/her signature in the U space provided above on this :ia:E day of Noye rw bl' r 20 21 E NOTARY PUBLIC s,, � rrn cv „'.�"�'9nmdin�re1PMM�W' Iv41nWX�CMei1 e°a My Commission Expires: lydreuldrt, 0,u.02 Cad 00 E .a'2— • Packet Pg. 3910 0.6.c ,�"��� p�' 'm Request for Qualifications for On Call Professional Engineering Services for the ✓ ��ld7M1 ti Canal Restoration and Resilience Programs Itk 1 Category C. Resilience Services/Environmental Services CL RFQ for On Call Professional Engineering Services cs i � r DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: Wood Environment&Infrastructure Solutions,Inc. (flame of Business) i r 1. Publishes a statement notifying employees that the unlawful manufacture,distribution,dispensing, 0 J 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. CL 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of cni maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee r assistance programs, and the penalties that may be imposed upon employees for drug abuse u violations. 0 -119 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection(1). i CL r 4. In the statement specified in subsection(1), notifies 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 U contenders to, any violation of Chapter 893 (Florida Statutes)or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days 0 i after such conviction. 0 n 5. Imposes a sanction on or require the satisfactory participation in a drug abuse assistance or to rehabilitation program if such is available in the employee's community, or any employee who is so �y convicted. 6. Makes a good faith effort to continue to maintain a drug-free workplace through implementation of this section. t3 As the person authorized to sign the statement, I certify that this firm complies fully with the above 0 requirements. U 0 �9 Respondent's Signature U 1113 O 21 *" Date s NOTARY PUBLIC r r cN r� E cN My Commission Expires: March 20,2023 C00 I LO 4i E -43- c5 . Packet Pg. 3911 0.6.c � p�' 'm Request for Qualifications for On Call Professional Engineering Services for the ✓ ttld7M1 r Itk Canal Restoration and Resilience Programs 1 Category C. Resilience Services/Environmental Services CL RFQ for On GnIli Professional Engineering Services c5 i � r Respondent's Insurance and Indernnificat on Stat mete In5urance Reauireeruent Reauirt d Limits 1 Worker's Compensation Statutory Limits � J 0 — Empdoyer's Liability $1,0100,000/$1,000,000/$1„Dt:p0„000 EL General Liability $1,000,000 Combined ingle Limit cn 1 Vehicle Liability $1,000,000 Combined Single Limit per u Occurrenoed$1,000,0100Aggregate 10 — 0 Pfofes ional Liability $1,000,000 per occurrence 119 e19 $2,000,000 aggregate CCL 1 a r IDEC'u NIFICATiON AND HOLD HARMI-CSS FOR CONSULTANTS AND SUBCONSULTANTS U The CONSULTANT covenants and agrees to indernnify and hoald harmless CCrLl�NTl"lMonroe County and Monroe,Cou,dnty Board of County Commissinners, its officers and employees from luahlitiez damages,losses 0 i and casts including but not dirnited to, reasonable attorneys' fees, to the extent caLfsed by the negli nce, �r recklessness or 'intentlonalt wror Put ronruluct of they CONSULTANT', subcontractor(s) arid other persons employed or uWized by the CONSULTANT in the performance of the contract f) In the event that the completion of the project(it)include the work of others) is delayed or susrx-mcled as a � result of the 4 ONSULTANT"s failuare to purchase or rnaintain the rvrluired insurarc , the CONSULTAW W shall Indemnify the County frorn any and all increased expenses resr.aatdng frown such delay, Should any claims be asserted against the COUNTY by virtue of any derrdeny oramhgudty in the plards and specifications � provided,by the CONSULTANT,the CONSULTANT agrees and warrants that CONSULTANT;hall hold the � County harmless and shall indemnify It trorn all losses occurring thereby and shall further defend any clam � or action our the County s behalf. 0 U The first ten dollars($10 01D)of rerrpuneraticn paid to the.CONSULTANT us rAnsideratlon for the indernnlficatton provided;for above it The extent of liability is iin oo way lirmited to, reduced, or lessened by the insurance requlreimerdts contained elsewhere within this agreement. Thus indemniflcatlon shall survive the explration or earher termination of the Agreement. � E RES'F"O!21 DENT"5 STATEMENT, � L39 1 understand the insurance that will be mandatory if awarded the Qontract and will comply in full with alu the rerequirementscNN f ��td fo CN Wood Fnwonnnent .hifra;tructure Solu Irtion�,Inc r Respondent Signature T-I Bradley J. Knight, Vice. President Legal LO .,4t4a_ c� . Packet Pg. 3912 0.6.c ,�"��� p�' 'm Request for Qualifications for On Call Professional Engineering Services for the ✓ l�ld7M1 ti °ea Canal Restoration and Resilience Programs Itk 1 Category C. Resilience Services/Environmental Services CL 0i yrENDC)It.C°l:1tI'II+'1[ATION REGARDING SC:IRUTINIZED('C)PwII ANIES]AST � r Project mscription(s):„tin Call Professional Engineering Services for the Canal Restoration and Resilience Programs Respondent Vendor Name: Wood Environment&,Infrastructure Sof!u„tions Inc,,,,,,,,,,,,,,,,,,,,,,,,,, ti undor:hI IN 91 164177 i..,.....1..,., r Vendor's Authoriyu d Reprewcmaative Name and fitic: Christine Mehle PE CFM ENV SIP,,Ptanctpel!-in-Charge/Water and 0 J m... Infrastructure Service Line Lead 0 — Ad dru:.ss:16 SCD.-N.Ut.,9--th...Aye.tltt.e-Smite 41fa ...... ..... .2) CL City: Mdargri Lakes............................ State:,F prcla................................................................. Zip: ....................... I cn dalrnne Nanarbcr° .575)86 ................................................... s f,marl Address: chrrstine_mehlef .w.00dpaJc„coin as u E — Sce:tion 287.135,Florida Statutes prohibits a company from bidding on,surbruitling a proposal for,or:entering 0 into or renewing a contract for goods or scrvic;cs of any amount if,at the lime of Qontrau:l,'ing or renewal,the U) company is on the Scrutini'reul Companies that Boycott Ismael 1,ist,created pursuant to Section 215.4725, � 1 Florida Statutes„ OF is engaged in a Boycott of Israel. Scetion 287.135,, Florida Statutes,also prohibits ar s CL company froma bideling on,subrnittnag a proposal for,or entering into or renewing a contract for goods or: � services of Sl,000,000 or more,that are on either the Scrutinized d Companies avith Activities in Sudan List or �the SCrutinizced C"trmpanics with Activities in the Iran I'etroleuraa Energy Sector Lists which were created Pursuant to s.215. 73,I'alcrrieda Statutes,or as engaged in business operations in Cuba or Syria- U �i Iris laic person authorized to sign eaaa'behalf o f�l�csporadenl.I ha:relay certifyY9ud the company identified above �r in the Section entitled"Ruspondcnt Vcndc:rr Name"is not listed oil the Scrutinized Companies that I1a:rycott qs h Israel Dist or engagccd in a boycott,of Israel and for prxrleets ol'S1,,(1tMC).000 or more is not 6stwd oil either the Scruutamacd Companiez with AQtivitiez in Sudan 1.,ist.the Scrutimrecd Companies with activities in tlae Iran. Petroleum Energy Sector Ust,or engaged in business'operations in Cuba or Syria. � I understand than pursuant,to Scetion 287.135,Florida Statutes,the submission of a false certification may sulliect company to civil penalties,attorney°s fees,ancdx'or casts.1 further understand that any contract with the County may be terminated,at the option of the County„ if the cornpany is found to have submitted Na false � ccrtifucation or has been Placed on the Scrutinized Companies that Boycott Israel,I,ist or engaged in ar boycott � of Israel or placed on die Scrutinized Companies with Activities in Sudan List or the Scrutinizeud.Companies 0 with Activities in the Irian Petroleum Energy Sector:List or been cngageud na business operations in Cuba or C3 Styria. 0 ('crtificud I3y Chriistine--M..hh-,..P.L--CF.M,.. .V.SP --------- --------- --------- --------- ,who is authorized to sign on behalf of the above referenced company. Authorized Si,gnaature ..... � print Name Christine Mehl¢ PE CFM ENV SP qp l itic. Princil7,al-irt77Charge/,Water and cm Note.'The List are available at the following Department ofNianagenwrit Services Site: CN CD cat bite.1/auwvu.dins.raauRaariudaa.ccrn�businsws oncrations/state purchrsm&'14"vaaelor formationu`eonvictcd suspsm 00 ded discriminatory complaints v°cracdor lists T—I LO CD 46 .®. . t • • ® .• .•- . Packet Pg. 3913 0.6.c ,�"��� p�' 'm Request for Qualifications for On Call Professional Engineering Services for the ✓ ��ld7M1 ti Canal Restoration and Resilience Programs Itk 1 Category C. Resilience Services/Environmental Services CL 0i � r State of Florida Danartment of State r � J 0 2M — CL I certify from the records of this office that.WOOD ENVIRONMENT & cn 1 INFRASTRUCTURE SOLUTIONS, INC. is a Nevada corporation authorized to 'r transact business in the State of Florida, qualified on August 3, 2000. u 0 The document number of this corporation is F00000004389. 119 e19 I further certify that said corporation has paid all fees due this office through 'r December 31, 2021,that its most recent annual report/uniform business report was filed on January 4, 2021, and that its status is active. t3 I further certify that said corporation has not filed a Certificate of Withdrawal. it i �y r n t3 Given under my hand and the Great Sea!of Me State of Florida C5 at Tallahassee,the CapiAd,fliis Me Fou►th day of January,2021 0 L) m•4 0 L) Tracking Number:2150785084CU To authenticate this certificate,visit the Following site,enter this number,and then N followthe instructions displayed. Q I https://services.sunbiz.org/Filings/CortificatoOfStatus/Cortif cateAuthentication 00 LO E c5 wood. Packet Pg. 3914 0.6.c DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 04/11/2022 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 have ADDITIONAL INSURED provisions or be endorsed. If 9= M SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT AOn Risk Services southwest, Inc. NAME: PHONE Houston TX Office (A/CC.No.Ext): (866) 283-7122 A/�No.): (800) 363-0105 5555 San Felipe E-MAIL U) Suite 1500 ADDRESS: Houston TX 77056 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURERA: AIG Specialty Insurance company 26883 3WGUSA Holdings, Inc. INSURERB: American International Group UK Ltd AA1120187 and its Subsidiaries and Affiliates 17325 Katy Freeway INSURER C: Zurich American Ins co 16535 Houston TX 77084 USA -INSURER D: AGE American Insurance company 22667 CL INSURER E: AGE Fire Underwriters Insurance co. 120702 CV I INSURER F: COVERAGES CERTIFICATE NUMBER: 570092633467 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 0 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. Limits shown are as requested INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MMIDDIYYYYI mm YYYY LIMITS C X COMMERCIAL GENERAL LIABILITY GLo484608501 07 01 2021 07 01 2022 EACH OCCURRENCE $1,000,000 CLAIMS-MADE ]OCCUR DAMAGE TO RENTED $500 000 APPROVED BY RISK MANAGEMENT PREMISES Ea occurrence MED EXP(Any one person) $5,DOD a Sk m 21 PERSONAL&ADV INJURY $5,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: DATE ' '������0 GENERAL AGGREGATE $2,000,000 POLICY �X PRO ❑LOC WAVER NPA—YER— PRODUCTS-COMP/OP AGG $5,000,000 JECT OTHER: D AUTOMOBILE LIABILITY ISA H2555047A 07/01/2021 07/01/2022 COMBINED SINGLE LIMIT $2,000,000 U Ea accident X ANYAUTO BODILY INJURY(Per person) UJI OWNED SCHEDULED BODILY INJURY(Per accident) AUTOS ONLY AUTOS HIREDAUTOS NON-OWNED PROPERTY DAMAGE ONLY AUTOS ONLY Peraccident a UMBRELLA LIAB OCCUR EACH OCCURRENCE 0 EXCESS LIAB CLAIMS-MADE AGGREGATE U it DED I RETENTION D WORKERS COMPENSATION AND WLRc67807674 07/01/2021 07/01/2022 X I PER STATUTE I OTH EMPLOYERS'LIABILITY Y/N Work comp- AOS ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 ' E OFFICER/MEMBEREXCLUDED' N N/A SCFc67807716 07/01/2021 07/01/2022 (0 (Mandatory in NH) Work comp- WI E.L.DISEASE-EA EMPLOYEE $1,000,000 U D ESCdescribe under DESC E.L.DISEASE-POLICY LIMIT $1,DOD,DDO RIPTION OF OPERATIONS below a B Archit&Eng Prof PSDEF2100726 07/01/2021 07/01/2022 Aggreagate Limit $2,000,000 claims Made- Prof. Liab. Any one claim $1,000,000=_ SIR applies per policy ter s & condi ions DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) se SEE ATTACHED ADDENDUM FOR ADDITIONAL NAMED INSURED WOOD COMPANIES. RE: Project Description: category C Resilience and Environmental Engineering Services, Project Number: 600837. county is included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. Should General Liability policy be cancelled CD CD before the expiration date thereof, the policy provisions of each policy will govern how notice of cancellation may be N delivered to certificate holders in accordance with the policy provisions of policy. LO I I CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE '-+ POLICY PROVISIONS. Monroe county BOCC PO BOX 100085 - FX AUTHORIZED REPRESENTATIVE Duluth GA 30096 USA 9 s JL ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks ofACORD Packet Pg. 3915 AGENCY CUSTOMER ID: 570000021966 U•6.0 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk services southwest, Inc. ]wGUSA Holdings, Inc. POLICY NUMBER See Certificate Number: 570092633467 CARRIER I NAIC CODE (� See Certificate Number: 570092633467 EFFECTIVE DATE: CIL ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance U) INSURER(S)AFFORDING COVERAGE NAIC# INSURER O INSURER CIL L59 INSURER r t% INSURER O ADDITIONAL POLICIES If a policy below does not include limit information,refer to the corresponding policy on the ACORD -119 certificate form for policy limits. M POLICY POLICY INSR ADDL SUBR POLICY NUMBER EFFECTIVE EXPIRATION LIMITS LTR TYPE OF LNSURANCE INSD WVD DATE DATE (MM/DD/YYYY) (MM/DD/YYYY) a OTHER L) O L59 A Env contr Poll CPL12456119 07/01/2021 07/01/2022 Aggregate $5,000,000 claims Made- Poll. Liab. Limit SIR applies per policy to ms & Condit ons L) Per Loss $5,000,000 Limit U a L) O L59 L) E L59 tY CN CD CN 00 I D9 CD U ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD Packet Pg. 3916 AGENCY CUSTOMER ID: 570000021966 U•6.0 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk services southwest, Inc. JWGUSA Holdings, Inc. POLICY NUMBER See Certificate Number: 570092633467 CARRIER I NAIC CODE See Certificate Number: 570092633467 EFFECTIVE DATECIL ADDITIONAL REMARKS U THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional Named Insured JWGUSA Holdings, Inc. Wood Group USA, Inc. wood Environment & Infrastructure solutions, Inc. AMEC Construction Management, Inc. O AMEC E&E, P.C. AMEC Engineering and Consulting of Michigan, Inc. 29 Amec Foster Wheeler Energia, S.L.U. CIL Amec Foster wheeler Industrial Power Company, Inc. Amec Foster wheeler Kamtech, Inc. Amec Foster Wheeler Martinez, Inc. Amec Foster wheeler North America Corp Amec Foster Wheeler Power Systems, Inc. Amec Foster wheeler USA Corporation O Amec Foster Wheeler Ventures, Inc. -119 AMEC North Carolina, Inc. BMA Solutions, Inc. C E C Controls Company, Inc. CIL Cape Software, Inc. Foster wheeler Intercontinental Corporation Ingenious, Inc. John wood Group PLC John wood Group, Inc. Kelchner, Inc. it' MACTEC Engineering and Consulting, P.C. O MACTEC Engineering & Geology, P.C. MASA Ventures, Inc. Mustang International , Inc. U Rider Hunt International USA, Inc. RWG (Repair & overhauls) USA, Inc. Swaggart Brothers, Inc. Wood Design, LLC wood Group Alaska, LLC Wood Group Asset Integrity Solutions t,3 Wood Group PSN, Inc. wood Group UK, Ltd wood Massachusetts, Inc. Wood Programs, Inc. U O U E CN cN CD cN 00 I CD LO c5 ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD Packet Pg. 3917