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Item J05
J.5 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 April 19, 2023 Agenda Item Number: J.5 Agenda Item Summary #11950 BULK ITEM: Yes DEPARTMENT: Planning/Environmental Resources TIME APPROXIMATE: STAFF CONTACT: Brittany Burtner(305) 289-2805 n/a AGENDA ITEM WORDING: Approval of a Contract with Adventure Environmental, Inc., for the Removal, Refloating and/or Demolition and Disposal of Derelict Vessels, Floating Structures, and Marine Debris. ITEM BACKGROUND: At its March 22, 2023,public meeting, the Monroe County Board of County Commissioners ("BOCC", "Monroe County", or the "County") approved the selection of nine (9)marine contractors, including ACT Environmental & Infrastructure, Inc., Adventure Environmental, Inc., Arnold's Auto& Marine Repair, Inc., ASAP, Inc., Coffin Marine Services, Inc., DRC Emergency Services, Hutchings and Sons, Inc., Kearns Construction Company, and Key West Harbor Services, Inc., to perform Removal, Refloating and/or Demolition and Disposal of Derelict Vessels, Floating Structures, and Marine Debris in Monroe County. Subsequently, the BOCC's professional staff have prepared contracts for these selected marine contractors. The attached contract with Adventure Environmental, Inc.,provides for a three-year term beginning July 1, 2023, with the option to renew for one additional two-year term. There is currently $95,937 budgeted in State Boating Improvement Funds (BIF")for FY'2023 for derelict vessel/debris removals. PREVIOUS RELEVANT BOCC ACTION: June 2018 - Approval of selection of seven firms for derelict vessel removal work, including Arnold's Auto& Marine Repair, Inc., Adventure Environmental, Inc., Coffin Marine Services, Inc., Lower Keys Marine Towing & Salvage, Inc., American Underwater Contractors, Inc., Coral Construction Company, and Underwater Engineering Services, Inc. August 2018 - Approval of Contract with Adventure Environmental, Inc. June 2021 - Approval of two-year extension of contract with Adventure Environmental, Inc. for derelict vessel removal work. March 2023 - Approval of selection of nine (9)Marine Contractors, including ACT Environmental & Infrastructure, Inc., Adventure Environmental, Inc., Arnold's Auto & Marine Repair, Inc., ASAP, Inc., Coffin Marine Services, Inc., DRC Emergency Services, Hutchings and Sons, Inc., Kearns Construction Company, and Key West Harbor Services, Inc. Packet Pg. 2054 J.5 CONTRACT/AGREEMENT CHANGES: new contract STAFF RECOMMENDATION: Approval. DOCUMENTATION: Auto Policy exp 6-11-23 risk GL MEL pollution cert exp 8-15-23 risk Workers Comp exp 1-1-24 risk Contract FINANCIAL IMPACT: Effective Date: July 1, 2023 Expiration Date: June 30, 2026 Total Dollar Value of Contract: n/a Total Cost to County: Current Year Portion: Budgeted: Yes Source of Funds: State BIF 157-62520-530310 CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: If yes, amount: Grant: County Match: Insurance Required: Yes Additional Details: 07/01/23 157-62520 BOATING IMPROVEMENT $0.00 Account 530310 REVIEWED BY: Michael Roberts Completed 03/30/2023 1:12 PM Emily Schemper Completed 04/03/2023 9:55 AM Peter Morris Completed 04/04/2023 1:42 PM Purchasing Completed 04/04/2023 1:57 PM Budget and Finance Completed 04/04/2023 2:17 PM Brian Bradley Completed 04/04/2023 3:53 PM Lindsey Ballard Completed 04/04/2023 3:55 PM Packet Pg. 2055 J.5 Board of County Commissioners Pending 04/19/2023 9:00 AM Packet Pg. 2056 WWWRaW 0=112022 Policy number. 03515746 A4P If3tC t°!®IiT Underwritten by: 41-Progressive Express Insurance Co. M >sl( NAIC Number. 10193 0 WAIVER WA Certificate of Insurance cereftsts Fielder Irw rigid ._ Avant > Add1kinal Insured Monroe county BOCC Adventure Environmental Inc Butler BuWay Deets 0 Insurance Compliance 160 GeMla Ave 61B7 Blue Lagoon#420 PO Born 100085-FX Tavernier,FL 33070 Miami, FL 33120 Deluth,GA 30ON a 0 This doairrerd certifies that insurance policies Identified below have been Issued by the designated Insurer to the insured named above for the pertod(s)Indicated.This certificate is Issued for Information purposes only.it confers no rights upon the certificate holder and does not change,alter,modify,or extend the coverages afforded by the policies Isted below.The oomages afforded by the policies listed below are subject to all the terra,exclusions,limitations,endorsements,and condillona of these policies.Liability coverage may not apply to all scheduled vehicles. Policy Effective Date: Policy Expiration Date: U -119 06/11/2022 06111 @023 I cN Bodily Injury Property Damage-Combined Single Limits $1.000.000 peroocumance CL Hired Auto Liability $1,000,000 per occurrence Employer Non-Owned Auto Liability $1,000,000 peroccurrenoe 0 CL E Packet Pg. 2057 J.5.a Description of Location/Vehlcles/Specialhems Scheduled autos only 2014 Chevrolet SlI verado C2500 VIN 1GCICVCG7EF187484 Comprehensive$1,000 Deductible/Collision$1,000 Deductible 2015 Chevrolet Silverado C2500 VIN 1GC2CUEG1 FZ541060 Comprehensive$1,000 Deductible/Collision$1,000 Deductible 2017 Chevrolet Silveredo C2500 VIN 1GCIKUEGOHF207993 Comprehensive$1,000 Deductible/Collision$1,000 Deductible 2018 Chevrolet 2500 HD VIN IGCIKUEGXJF13499 Comprehensive$1,000 DeducdblelCollision$1,000 Deductible 2019 Chevrolet K2500 VIN 1GCIKTEYOKF112991 Comprehensive$1,000 Deductible/Collision$1,000 Deductible 2002 KIN T80 VIN 1 NKDLT9X12JB04497 Comprehensive$1,000 Deductible/Collision$1,000 Deductible 2014 PTRB 388 VIN 1NPWX4EX5ED225224 Comprehensive$1,000 DedudlblerAllsion$1,000 Deductible 2006 INTL 740 VIN 1HTWCAAN16J370901 Comprehensive$1,000 DedudibieCAlision$1,000 Deductible E 2009 Chevrolet Silverado C3500 VIN 1GBJC74KNE105490 Comprehensive$1,000 DeductiblelCdlision$1,000 Deductible 2019 Chevrolet Suburban C1500 VIN IGNSKJKJSKR282447 Comprehensive$1,000 DeductiblWColllslon$1,000 Deductible 2020 Chevrolet SlIverado C2500 VIN 1GC4YPEYTLF105567 Comprehensive$1,000 DeductiblelCdllsion$1,000 Deductible 2020 Chevrolet Sllverado C2500 VIN 1GC4YPEYOLF154498 Comprehensive$1,000 Dsdudible/Collision$1,000 Deductible 0 a 0 Certificate number 1522ME746 > c� 0 U A I c14 , , CL x 2 0 CL Posse be advised that additional Insureds and lose payees vAll be notified in the event of a mid-term cancellation. E c� fr. i f , Form 5241(M18) Packet Pg. 2058 ADVEN-1 J.5.1b ,4c'oRo CERTIFICATE OF LIABILITY INSURANCE DATE( 12i2oi2o22 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 y this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 504-486-5411 CONTACT Accessible Marine Insurance Accessible Marine Insurance PHONE 504-486-5411 FAX 504-482-1475 1145 Allen Toussaint Blvd (A/C,No,Ext): (A/C,No): f) New Orleans,LA 70124 ADDRESS:gall ami-ins.com Eric S.Green INSURERS AFFORDING COVERAGE NAIC# INSURERA:Capitol Specialty Ins. Company INSURED INSURER B:Great American Ins.Company 22136 Adventure Environmental Inc. Greg Tolpin INSURER C:StarNet Insurance Company 40045 160 Georgia Avenue Tavernier,FL 33070 INSURER D INSURER E: (� INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIO[ 4- 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 EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE DDL UBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MM/DD/YYYY 9= A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,1 L_ CLAIMS-MADE Xrl OCCUR EV20190209-05 01/09/2023 01/09/2024 DAMAGE TO RENTED 50 5 X X PREMISES Ea occurrence $ 9= MED EXP(Any oneperson) $ 5,1 PERSONAL&ADV INJURY $ 2,000,1 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,1 POLICY� JECT El LOC PRODUCTS-COMP/OPAGG $ 2,000,1 > OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident $ ANY OWNED AUTO SCHEDULED BODILY INJURY Per person) $ AUTOS ONLY AUTOS 2 BODILY INJURY Per accident $ HIRED NON-OWNED �""—""°"" PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY °°"""� Per accident $ WAW $ 0 UMBRELLA LIAB OCCUR EACH OCCURRENCE $ L) EXCESS LAB CLAIMS-MADE AGGREGATE $ -ldc 8dc DED RETENTION$ $ °s„„I WORKERS COMPENSATION PER OTH- ANDEMPLOYERS'LIABILITY S Y/NTATUTE ER CJ ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ LO OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under 00 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ CL C M.E.L. X BOUM-A-22-2110 08/15/2022 08/15/2023 M.E.L. 1,000,1 xW B Hull/P&I Liability OMH841008-11 10/12/2022 10/12/2023 P&1 Limit 1,000,1 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) O Certificate holder shown as additional insured with waiver of subrogation in their favor as required by written contract as respects insured's �- operations. O State of FL CGC: 1506411 CL State of FL CUC: 1223905 LU CERTIFICATE HOLDER CANCELLATION MONRO05 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED II Monroe County BOCC ACCORDANCE WITH THE POLICY PROVISIONS. Marine Resources Office 2798 Overseas Hwy,#420 AUTHORIZED REPRESENTATIVE Marathon, FL 33050 ACORD 25(2016103) ©199888--2001155 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Packet Pg. 2059 NOTEPAD Adventure Environmental Inc. ADVEN-1 PA J.5.b INSURED'S NAME OP ID: GB Date 12/20/2022 Contractors Pollution Liability: Insurer: Rockhill Insurance Company Policy#: EV20190209-04 Policy Period: 01/09/22 - 01/09/2023 Claims Made Aggregate Limit: 2,000,000 Each Contractors Pollution Condition Limit: 2,000,000 Blanket Additional Insured/ Waiver of Subrogation Professional Liability: Insurer: Rockhill Insurance Company Policy#: EV20190209-04 U) Policy Period: 01/09/22 - 01/09/2023 Aggregate Limit: 2,000,000 Each Professional Services Incident Limit: 2,000,000 Commercial General Liability Conditions: Deductible Liability Endorsement Exclusion - Testing or Consulting Errors and Omissions 0 Total Pollution Exclusion Endorsement Additional Insured - Owners, Lessees or Contractors - Scheduled Person or Organization Exclusion-Violation of Statutes that Govern Emails, Fax, Phone Calls or Other Methods of Sending Exclusion - Punitive or Exemplary Damages 0 Amended Waiver of Subrogation Exclusion - Engineers, Architects or Surveyors > Exclusion - Exterior Insulation and Finish Systems w Exclusion - Professional Services Primary/Non-Contributory Coverage-Blanket - When req. by written contract Additional Insured - Managers or Lessors of Premises Toxic Drywall Exclusion Separation of Insureds y Independent and/or Subcontractor Restriction Contractors Pollution Liability (Claims-Made) Conditions: Additional Insured - Owners, Lessees or Contractors (Broad Wording) Amended Waiver of Subrogation Toxic Drywall Exclusion Professional Liability Conditions: U War or Terrorism Exclusion Additional Insured - Owners, Lessees or Contractors I cN LO 00 CL X c5 0 Hull & Machinery / Protection & Indemnity: Terms and Conditions applicable to All Sections: 0 Severability CL Terms and Conditions applicable to Hull: A. I. Coastwise and Inland Hull Clauses Deliberage Damage (Pollution Hazard) Engines & Machinery - ACV / Limited Perils Only No Lay Up Warranty No Release to Tower Warranty Seaworthiness Clause Total Loss Hull Premium Earned Clause Vessel Stability O Additional Insured as respects P&I Packet Pg. 2060 NOTEPAD Adventure Environmental Inc. ADVEN-1 PA J.5.b INSURED'S NAME OP ID: GB Date 12/20/2022 Terms and Conditions applicable to P&I: SP-38 Form Collision Clause including Tow & Extended Tower's Liability Collision Liability - P&I Extension Diving & Swimming Exclusion Food & Beverage Exclusion Health Hazard Exclusion Liability Limitation No Release to Tower Warranty P&I Crew Exclusion: Notwithstanding anything contained in the Protection and Indemnity Clauses herein to the contrary, it is understood and agreed that this Company shall not be liable for any loss, expense U) or claim to employees of the Assured, members of the crew, contractors or subcontractors Punitive/Exemplary Damages Exclusion Special Operations Exclusion Contractor's Equipment: Policy No. : IMP 5305782-06 > Policy Period: 01/26/2022 to 01/26/2023 - Owned Equipment $75,000 0 - Leased/Rented Equipment any one item limit $200,000 - Leased/Rented Equipment all items limit $400,000 Inland Marine Coverage Part Declarations Page Commercial Inland Marine Conditions Contractor's Equipment Declarations Scheduled Form Contractor's Equipment Scheduled Coverage Form 0 Contractor's Equipment Equipment Leased or Rented From Others Coverage Florida Changes - Warranties Florida Changes - Loss Payment w Crane Exclusion Endorsement Contractor's Equipment Existing Fire Exclusion Blanket Loss Payable Endorsement Marijuana Exclusion M.E.L. -Maritime Employers Liability Coverage Form cy -Transportation, Wages, Maintenance & Cure -Notice of Cancellation: 30 days (except 10 days of nonpayment of premium) -Death on the High Seas Clause -In Rem Liability U -Blanket Waiver of Subrogation I This certificate of insurance neither affirmatively nor negatively alters, C1 amends, or extends the coverage afforded by Policy(ies) issued by the LO Insurer(s) listed on this certificate. 00 CL X U 0 0 CL E U Packet Pg. 2061 Da CERTIFICATE OF LIABILITY INSURANCE 1212 J.5.c Producer: Plymouth Insurance Agency This Certificate is issued as a matter of information only and confers no 2739 U.S. Highway 19 N. rights upon the Certificate Holder. This Certificate does not amend,extend Holiday, FL 34691 or alter the coverage afforded by the policies below. (727) 938-5562 Insurers Affording Coverage NAIL# Insured: South East Personnel Leasing, Inc. &Subsidiaries Insurer A: Lion Insurance Company 11075 2739 U.S. Highway 19 N. InsurerB: Holiday, FL 34691 Insurer C: Insurer D: > 0 Insurer E: Coverages 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 ,8� with respect to which this certificate may be issued or may pertain,the insurance afforded by the policies described herein is subject to all the terms,exclusions,and conditions of such policies. Aggregate limits shown may have been reduced by paid claims. " INSR ADDL Policy Effective Policy Expiration Limits LTR INSRD Type of Insurance Policy Number Date(MM/DD/YY) Date(MM/DD/YY) GENERAL LIABILITY Each Occurrence Commercial General Liability Damage to rented premises(EA Claims Made Occur occurrence) Med Exp Personal Adv Injury General aggregate limit applies per: 0 General Aggregate Policy ❑Project ❑ LOC , Products-Comp/Op Agg AUTOMOBILE LIABILITY Combined Single Limit (EA Accident) 0- Any Auto Bodily Injury > All Owned Autos a (Per Person) Scheduled Autos Bodily Injury Hired Autos Non-Owned Autos (Per Accident) Property Damage 1 21 , 2 2 a, (Per Accident) EXCESS/UMBRELLA LIABILITY WAMM KtkXy"—, Each Occurrence Occur ❑Claims Made Aggregate Deductible A Workers Compensation and X I WC Statu- OTH- 0 Employers'Liability WC 71949 01/01/2023 01/01/2024 tory Limits ER f) Any proprietor/partner/executive officer/member E.L.Each Accident $1,000,000 ldc fdc excluded? NO E.L.Disease-Ea Employee $1,000,000 I If Yes,describe under special provisions below. N E.L.Disease-Policy Limits $1,000,000 a Other Lion Insurance Company is A.M. Best Company rated A(Excellent). AMB# 12616 CL Descriptions of Operations/Locations/Vehicles/Exclusions added by Endorsement/Special Provisions: Client ID: 80-65-323 0 Coverage only applies to active employee(s)of South East Personnel Leasing,Inc.&Subsidiaries that are leased to the following"Client Company": CL Adventure Environmental,Inc. E Coverage only applies to injuries incurred by South East Personnel Leasing,Inc.&Subsidiaries active employee(s) ,while working in: FL. f) Coverage does not apply to statutory employee(s)or independent contractor(s)of the Client Company or any other entity. A list of the active employee(s)leased to the Client Company can be obtained by emailing a request to certificates@Iioninsurancecornpany.corn Project Name: INCLUDES USL&H.GREGORY J.TOLPIN,LICENSE NUMBERS CGC1506411&CUC1223905 AS QUALIFIER.ISSUE 06-27-17(RK).REISSUE 01-22-18(SS).REISSUE 07- 09-18(BP). REISSUE 12-20-22(PH) , E U Be in Date:3 15 2010 CERTIFICATE HOLDER CANCELLATION MONROE COUNTY BOARD OF COUNTY COMMISIONERS Should any of the above described policies be cancelled before the expiration date thereof,the issuing insurer will endeavor to mail 30 days written notice to the certificate holder named to the left,but failure to ATTN:MARINE RESOURCES OFFICE do so shall impose no obligation or liability of any kind upon the insurer,its agents or representatives. 2798 OVERSEAS HIGHWAY#420 MARATHON, FL 33030 Packet Pg. 2062 J.5.d MONROE COUNTY CONTRACT FOR REMOVAL, REFLOATING AND/OR DEMOLITION AND DISPOSAL OF DERELICT VESSELS, FLOATING STRUCTURES AND MARINE DEBRIS This Contract is made and entered into this day of by the MONROE COUNTY BOARD OF COUNTY COMMISSIONERS ("COUNTY"), a political subdivision of the State of Florida, whose address is the Marathon Government Center, 2798 Overseas Highway, Marathon, Florida, 33050, and ADVENTURE ENVIRONMENTAL, INC. ("CONTRACTOR"), whose address is 160 GEORGIA AVE., TAVERNIER, FL 33070. Article 1.1.0 Representations and Warranties and Term of Contract By executing this Contract, CONTRACTOR makes the following express representations and warranties to the COUNTY: 1.1.1 The CONTRACTOR shall maintain all necessary licenses,permits, or other authorizations necessary to act as CONTRACTOR for the COUNTY until the CONTRACTOR'S duties hereunder have been fully satisfied. ,0 1.1.2 The CONTRACTOR shall prepare all documentation required by this Contract in such a manner that they will be accurate, coordinated, and adequate for use in verifying work a completed and associated costs and shall be in conformity and comply with all applicable 0 law, codes, and regulations. The CONTRACTOR warrants that the documents prepared w as part of this Contract will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information. 1.1.3 The CONTRACTOR assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. c� 1.1.4 The CONTRACTOR's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of Tasks expressly assigned by the U COUNTY. In providing all services pursuant to this Contract, the CONTRACTOR shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any 0 violation of said statutes, ordinances, rules and regulations shall constitute a material U breach of this Contract and shall entitle the COUNTY to terminate this contract immediately upon delivery of written notice of termination to the CONTRACTOR. E c� 1.1.5 At all times and for all purposes under this Contract the CONTRACTOR is an independent contractor and not an employee of the COUNTY. No statement contained in this Contract shall be construed so as to find the CONTRACTOR or any of his/her employees, subcontractors, servants, or agents to be employees of the COUNTY. As an independent contractor the CONTRACTOR shall provide independent,professional Packet Pg. 2063 J.5.d judgment and comply with all federal, state, and local statutes, ordinances, rules and regulations applicable to the services to be provided. 1.1.6 The CONTRACTOR shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring,promoting, terminating, or any other area affecting employment under this Contract or with the provision of services or goods under this _ Contract. 0 1.1.7 The effective date of this Contract shall be the last day on which this Contract is signed by both of the parties. 1.1.8 Term of Contract. This Contract shall commence on July 1, 2023, and terminate on June 30, 2026, unless terminated earlier under the terms of this Contract. The COUNTY and CONTRACTOR shall have the option to renew this Contract for one additional 2- year term under the same terms and conditions as this Contract, exercisable by mutual agreement upon written notice given at least thirty (30) days prior to the end of the initial term. 0 The services to be rendered by the CONTRACTOR for each individual Task Order shall be commenced upon written notice from the COUNTY and the work shall be completed in accordance with the schedule mutually agreed to by the COUNTY and a CONTRACTOR, unless modified in a signed document, by the mutual consent of the 0 COUNTY and CONTRACTOR. Subsequent services shall be performed in accordance w with schedules of performance which shall be mutually agreed to by COUNTY and CONTRACTOR. At no time shall the CONTRACTOR commence work without written authority from the COUNTY. Article 2.0 Scope of Services. The CONTRACTOR shall do,perform, and carry out in a professional and proper manner the Scope of Services described below. c� SCOPE OF SERVICES 0 U Duties consist of retrieval, removal, refloating and/or demolition and disposal of derelict vessels floating structures and marine debris. Duties may also include (1) Removal and disposal of non- derelict vessels, as applicable, and (2) To cover, remove and/or dismantle off-premises marine 0 signs from vessels or floating structures, and, or to remove and dispose of, or relocate and store U off-premises marine signs, or vessels or floating structures with off-premises marine signs, as applicable. This includes proper reclamation and disposal of associated hazardous waste and E cooperation with law enforcement where needed to properly preserve evidence using photographs and other methods of preservation as directed by law enforcement. The project will be made up of individual jobs authorized by task order consisting of retrieval, removal, demolition and disposal of a vessel(s), floating structure(s) or marine debris located on the land or in the waters of Monroe County, or adjacent thereto, as requested by the COUNTY. The CONTRACTOR will be responsible for supervision of each job from beginning to end including the scheduling, labor, monitoring,providing necessary equipment and reporting progress to the Packet Pg. 2064 J.5.d County designee in the Marine Resources Office. When a vessel, off-premises marine sign, derelict vessel, floating structure or marine debris is identified, the COUNTY will contact CONTRACTOR(s) in the applicable geographic area and provide the details of the job; details shall include, but not be limited to the location of the job, the nature of the debris, the size of the vessel or floating structure, whether the vessel or floating structure is constructed of wood, fiberglass, concrete, metal, and whether any hazardous materials are known to be aboard. The CONTRACTOR will then contact the COUNTY in writing with a price for the cost of the job, and the time in which the CONTRACTOR is able to 0 respond, a description of the job and the time needed to complete the job. The COUNTY will promptly choose a CONTRACTOR and assign the particular job. In the event of a tie on the low quote, the County may, (1)not accept the quotes received and issue another Invitation for Quotes, or(2) communicate with the respective quote-responding contractors to see if any would a� allow a tying contractor to be awarded the job. At no time will any CONTRACTOR be authorized to undertake a job without the express authorization of the COUNTY, in the form of a Task Order. In the event of an emergency job, such as a fuel leak or hazard to navigation, the CONTRACTOR will provide a quote via e-mail as soon as possible, and the COUNTY may choose a CONTRACTOR the same day as the pricing request in order to expedite the job. 0 The CONTRACTOR will provide all necessary and adequate equipment to complete the task including vessels, vehicles,personnel and protective equipment. The CONTRACTOR will provide all materials needed to accomplish the assigned job, including necessary equipment for a proper handling of hazardous materials and will strictly adhere to all precautionary and safety 0 requirements. CONTRACTOR shall be responsible for the job site at all times during the work. a� CONTRACTOR is required to have active licenses required to fulfill the requirements of each particular job. The CONTRACTOR is required to be familiar with, and shall be responsible for, complying with all federal, state, and local laws, ordinances, rules, and regulations that in any manner affect the work and the marine environment. CONTRACTOR agrees to immediately abide by the orders to stand down or stop work if advised to do so by any county, state or federal agency. If required to stand down by any state or federal agency the CONTRACTOR shall notify the U COUNTY as soon as possible. It is the CONTRACTOR's responsibility to ensure that he removes the correct vessel, floating structure, or marine debris. 0 Prior to any work on the vessel, floating structure or marine debris, the CONTRACTOR shall U take representative photographs including the exterior(capturing any unique or identifying features such as registration numbers or name) and interior(if applicable) at the initial site. E Representative photographs shall be taken during the removal and again at the dump site prior to demolition. The CONTRACTOR shall not be required to take interior photos of the vessel if, in < the best judgment of the CONTRACTOR, it is not safe to do so. Photographs should be properly dated, indicate the name of the person taking the photographs, and a complete set of the photographs shall be provided to the COUNTY with invoicing. Photographs are considered to be an integral part of the work. Packet Pg. 2065 J.5.d CONTRACTOR shall remain responsible for supervision of all employees and shall ensure compliance with all applicable safety procedures. Any drinking of alcoholic beverages before or during the job is strictly prohibited. Violation of safety procedures, federal, state, and local laws, ordinances, rules, and regulations, or drinking of alcoholic beverages before or during the job will constitute cause for immediate termination of the contract. 2.1 Correction of Errors, Omissions, Deficiencies. The CONTRACTOR shall, without additional compensation,promptly correct any errors, omissions, deficiencies, or conflicts in the work product of the CONTRACTOR. 0 2.2 Notice Requirement. All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONTRACTOR. Any notice required or permitted under this Contract shall be in writing and hand delivered or mailed,postage pre-paid, to the a� COUNTY by certified mail, return receipt requested, to the following: To the COUNTY: Monroe County Board of County Commissioners Marine Resources Office Attn: Senior Administrator- Marine Resources 2798 Overseas Highway, Suite 410 0 Marathon, FL 33050 For the CONTRACTOR: Gregory Tolpin, Vice President a Adventure Environmental, Inc. 0 160 Georgia Ave. Tavernier, FL 33070 w However, if COUNTY requests a price quotation(s) from the CONTRACTOR the request and response thereto may be accomplished by electronic mail ("e-mail"). Selection of the CONTRACTOR by the COUNTY and the terms of the individual job may be accomplished by e-mail notification with a Task Order (1) authorizing the work to be completed, and(22,)signed by the COUNTY prior to the commencement of the work. c� Furthermore, a Notice of Termination may be accomplished by e-mail, but shall be immediately formalized in writing by the party seeking to terminate and sent to the other party by certified U mail, return receipt requested. Article 3.0 County's Responsibilities 0 U 3.1 The COUNTY shall provide full information regarding requirements for the fulfillment of authorized Task Order(s) issued to the CONTRACTOR, with the understanding that the site E conditions to which such information pertain or relate may be subject to change. 3.2 The COUNTY shall designate a representative to act on its behalf with respect to said issued Task Order(s). 3.3 Approve a schedule for the completion of individual Task Order(s) mutually-agreeable to both the CONTRACTOR and the COUNTY. Packet Pg. 2066 J.5.d 3.4 Prompt written notice shall be given by the COUNTY and its representative to the CONTRACTOR if they become aware of any fault or defect in the work performed or non- conformance with this Contract. Written notice shall be deemed to have been duly served if sent pursuant to Paragraph 2.3. 3.5 The COUNTY's review of any documents prepared by the CONTRACTOR shall be solely for the purpose of determining whether such documents are generally consistent with the COUNTY's criteria, as, and if, modified. No review of such documents shall relieve the CONTRACTOR of responsibility for the accuracy, adequacy, fitness, suitability, or coordination of its work product. Article 4.0 Authorization of Work Assignments, Subcontractors 4.1 All assignments of work shall be authorized in a signed Task Order in accordance with the COUNTY'S policy prior to any work being conducted by the CONTRACTOR. 4.2 Additional authorizations may contain additional instructions or provisions specific to the authorized work for the purpose of clarifying certain aspects of the work to be undertaken. Such 0 supplemental instruction or provisions shall not be construed as a modification of this Contract. Authorizations shall be dated, numbered and clearly relate to the specific job assignment so that they can easily be related to the specific assignment. Where available, the authorization shall a refer to the name of the vessel, and its location. 0 4.3 The CONTRACTOR shall not assign, or transfer any rights under or interest in (including, but not without limitations, moneys that may become due or moneys that are due) this Contract without the written consent of the County, except to the extent that any assignment, subletting, or transfer is mandated by law or the effect of this limitation may be restricted by law. < Unless specifically stated to the contrary in any written consent to any assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Contract. CONTRACTOR may subcontract a particular Task Order or portion of a Task Order only with the specific written consent of the COUNTY'S representative. If subcontractors are approved it is the responsibility of CONTRACTOR to inform the subcontractors that they must U carry the same amount of insurance as the CONTRACTOR. The CONTRACTOR shall provide the COUNTY with proof of coverage before allowing a Subcontractor to do any work on the job. 0 Article 5.0 Indemnification and Hold Harmless U 5.1 The CONTRACTOR covenants and agrees to hold harmless the COUNTY/Monroe E County and Monroe County Board of County Commissioners, and its officers and employees, from liabilities, damages, losses, and costs, including but not limited to, all fines, suits, claims, < demands, actions, costs, obligations, and attorney's fees, or liability of any kind(1) arising out of, related to, or in connection with the negligence, recklessness, or intentional wrongful conduct of the CONTRACTOR, subcontractor(s), and other persons employed or utilized by the CONTRACTOR in the performance of the CONTRACT, or(2) arising out of, related to, or in connection with the willful non-performance of the CONTRACTOR. The CONTRACTOR shall Packet Pg. 2067 J.5.d be solely responsible and answerable for any and all accidents or injuries to persons or property arising out of its performance of the Contract, including those of any subcontractors. 5.2 The first ten dollars ($10.00) of remuneration paid to the CONTRACTOR is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this Contract. Should any claims be asserted against the COUNTY by virtue of any deficiency or ambiguity in the plans and specifications provided by the CONTRACTOR, the CONTRACTOR agrees and warrants that he/she shall hold the COUNTY harmless and shall indemnify him/her from all losses 0 occurring thereby and shall further defend any claim or action on the COUNTY's behalf. 5.3 In the event completion of the work assigned (to include the work of others) is delayed or suspended as a result of the CONTRACTOR's failure to purchase or maintain the required insurance, the CONTRACTOR shall indemnify the COUNTY from any and all increased expenses resulting from such delays. Should any claims be asserted against the COUNTY by virtue of any deficiencies or ambiguity in the plans and specifications provided by the COUNTY or CONTRACTOR, the CONTRACTOR agrees and warrants that the CONTRACTOR 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. 0 5.4 The CONTRACTOR agrees that no charges or claims for damages shall be made by it for any delays or hindrances attributable to the COUNTY, for whatever cause, during the a progress of any portion of the services specified in this Contract. The CONTRACTOR agrees 2= that it shall not be entitled to damages for delay a� 5.5 The CONTRACTOR shall be responsible for the completeness and accuracy of its work, plan, supporting data, and other documents prepared or compiled under its obligation for this project, and shall 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 CONTRACTOR and any damage incurred by the COUNTY as a result of additional costs caused by such errors shall be chargeable to the CONTRACTOR. 5.6 The extent of liability is in no way limited to, reduced, or lessened by the insurance U requirements contained elsewhere in this Contract. 5.7 This indemnification shall survive the expiration or early termination of the Contract. 0 U Article 6.0 Compensation E 6.1 Payments. The compensation available to the CONTRACTOR under this Contract shall be determined by the COUNTY on the basis of price quotations received from approved < CONTRACTORS and the necessities of the individual job(s). The CONTRACTOR is responsible for evaluating the request for removal and responding in writing with a quotation for the job, a description of the job, the amount of time by which the CONTRACTOR can begin the particular job, and the time necessary to complete that particular job. Packet Pg. 2068 J.5.d 6.2 For its assumption and performances of the duties, obligations, and responsibilities set forth herein, the CONTRACTOR shall be paid in accordance with assigned Tasks and completion of Tasks, based on submitted invoices. All invoices must meet Natural Resources Conservation Service ("NRCS") standards and requirements. (A)If the CONTRACTOR's duties, obligations, and responsibilities are materially changed by amendment to this Contract after execution of this Contract, compensation due to the CONTRACTOR shall be equitably adjusted, either upward or downward; 0 (B) As a condition precedent for any payment due under this Contract, the CONTRACTOR shall timely submit proper invoices for services and work properly rendered and reimbursable expenses due hereunder. The CONTRACTOR's invoice shall describe with reasonable particularity the service rendered. The CONTRACTOR's invoice shall be accompanied by such documentation or data in support of expenses for which payment is sought at which the COUNTY may require. 6.3 It shall be the CONTRACTOR's responsibility to pay any and all disposal fees at a transfer station(s) or other licensed disposal facility or recycling center. In addition to the foregoing invoice requirements, the CONTRACTOR is required to provide the COUNTY with a 0 disposal receipt along with any invoice(s) for associated or otherwise related specified work. 6.4 The billing rates of the CONTRACTOR for a particular job shall be determined and a mutually agreed upon in writing, by and between the CONTRACTOR and the COUNTY, in a 0 written Task Order prior to COUNTY authorization for the CONTRACTOR to commence the w work. 6.5 Payment Sum. The COUNTY shall pay the CONTRACTOR in current funds for the CONTRACTOR's performance of such work. 6.6 Local Government Prompt Payment Act. Payment will be made according to the Local Government Prompt Payment Act. Any request for payment must be in a form satisfactory to the Monroe County Office of the Clerk of Court and Comptroller(hereinafter referred to as "County Clerk". Acceptability to the County Clerk is based on generally accepted accounting U principles and such laws, rules, and regulations as may govern the County Clerk's disbursal of funds. The request must describe in detail the services performed, the payment amount requested, and supporting documentation, including copies of receipts from the transfer station. 0 U 6.7 Reimbursable Expenses. Expenses potentially reimbursable by/from non-County federal and/or state government agencies, incurred by the CONTRACTOR in the interest of the E work include the following expenses: (A)Reimbursable expenses including transportation (excluding airfare), lodging, meals and incidentals are included in hourly rates shown approved by the COUNTY and CONTRACTOR for each discretely identified position. Packet Pg. 2069 J.5.d (B)Cost of reproducing maps or drawings or other materials used in performing the scope of services. (C)Postage and handling of reports. (D)All other expenses are non-reimbursable. 6.8 Budget. The CONTRACTOR 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 0 fiscal year(October 1 - September 30)by the 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. The COUNTY's performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Board of County Commissioners and the a� approval of the Board members at the time of Contract initiation, and its duration, and its duration and approval of NRCS and receipt of funds by NRCS. Article 7.1.0 Insurance 7.1.1 The CONTRACTOR shall obtain insurance as specified and maintain the required 0 insurance at all times that this Contract is in effect. In the event the completion of authorized work is delayed or suspended as a result of the CONTRACTOR's failure to purchase or maintain the required insurance, the CONTRACTOR shall indemnify the COUNTY from any and all 9= increased expenses resulting from such delay. 0 7.1.2 Failure to maintain coverage shall be considered a valid reason for the COUNTY to terminate this Contract. 7.1.3 The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this Contract. 7.1.4 Delays in the commencement of work, resulting from the failure of the CONTRACTOR to provide satisfactory evidence of the insurance required under this Contract, shall not extend deadlines specified in this Contract, and any penalties and failure to perform assessments shall be U imposed as if the work commenced on the specified date and time. 7.1.5 The acceptance and/or approval of the CONTRACTOR'S insurance shall not be 0 construed as relieving the CONTRACTOR from any liability or obligation assumed under this contract or imposed by law. E 7.1.6 The Monroe County Board of County Commissioners shall be named as Additional Insured on the CONTRACTOR's Commercial General Liability and Business Automobile < Liability insurance policies issued to satisfy this Contract's requirements, except for Workers' Compensation. Packet Pg. 2070 J.5.d 7.1.7 All insurance policies must specify that they are not subject to cancellation, non-renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. 7.2.0 General Liability Insurance 7.2.1 As a pre-requisite of the work governed, or other goods supplied under this Contract (including the pre-staging of personnel and material), the CONTRACTOR shall obtain, at his/her own expense, insurance as specified in the attached schedules, which are made part of this 0 Contract. The CONTRACTOR shall require all subcontractors to obtain insurance consistent with the attached schedules. 7.2.2 The CONTRACTOR will not be permitted to commence work governed by this Contract (including pre-staging of personnel and material)until satisfactory evidence of the insurance required by this Contract has been furnished to the COUNTY as specified herein, and where applicable the CONTRACTOR shall provide proof of insurance for all approved subcontractors. 7.2.3 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 ,0 process within the State of Florida. The coverage shall contain an endorsement providing sixty (60) days' notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the 9= COUNTY. 0 7.2.4 Prior to the commencement of work governed by this Contract, the CONTRACTOR shall obtain and maintain General Liability insurance. Coverage shall be continuously maintained and include, at a minimum: (A)Premises Operations (B)Bodily Injury Liability (C)Expanded Definition of Property Damage The minimum limits acceptable shall be: U c� • $300,000 Combined Single Limit(CSL) 0 If split limits are provided, the minimum limits acceptable shall be: (A)$200,000 per Person E (B)$300,000 per Occurrence (C)$200,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this Contract. In addition, the period for which claims may be reported should extend for a minimum of twelve months (12)following the acceptance of work by the County. Packet Pg. 2071 J.5.d The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. The CONTRACTOR shall maintain the insurance required by this Contract throughout the entire term of the Contract and any extensions specified in the attached schedules. Failure to comply with these provisions may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. 0 The CONTRACTOR shall provide, to the COUNTY, as satisfactory evidence of the required insurance, either: • Certificate of Insurance or • A certified copy of the actual insurance policy. The CONTRACTOR may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance,providing details on the CONTRACTOR'S Excess Insurance Program. 0 If the CONTRACTOR participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the CONTRACTOR may be required to submit updated financial a statements from the fund upon request from the County. .= 7.3.0 Vehicle Liability Insurance Requirements 7.3.1 Recognizing that the work governed by this Contract requires the use of vehicles, the CONTRACTOR,prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for: c� • Owned, Non-Owned, and Hired Vehicles U The minimum limits acceptable shall be: • $300,000 Combined Single Limit(CSL) 0 If split limits are provided, the minimum limits acceptable shall be: c� (A)$200,000 per Person (B)$300,000 per Occurrence (C)$200,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. Packet Pg. 2072 J.5.d 7.4.0 Workers' Compensation Insurance Requirements 7.4.1 Prior to commencement of work governed by this contract, the CONTRACTOR shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes. 7.4.2 In addition, the CONTRACTOR shall obtain Employers' Liability Insurance with limits of not less than: 0 (A)$100,000 Bodily Injury by Accident (B)$500,000 Bodily Injury by Disease,policy limits �+ (C)$100,000 Bodily Injury by Disease, each employee (D)Employer's Liability- Statutory limits 7.4.3 Coverage shall be maintained throughout the entire term of the contract. 7.4.4 Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. 0 7.4.5 If the CONTRACTOR has been approved by the Florida's Department of Labor as an authorized self-insurer, the COUNTY shall recognize and honor the CONTRACTOR'S status. The CONTRACTOR may be required to submit a Letter of Authorization issued by the a Department of Labor and a Certificate of Insurance,providing details on the CONTRACTOR'S 0 Excess Insurance Program. a� 7.4.6 If the CONTRACTOR participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the CONTRACTOR may be required to submit updated financial statements from the fund upon request from the County. 7.5.0 Jones Act or Watercraft Coverage is Required c� 7.5.1 Recognizing that the work governed by this Agreement involves Maritime Operations, the CONTRACTOR's Workers' Compensation Insurance Policy shall include coverage for U claims subject to the Federal Jones Act(46 U.S.C.A. subsection 688) and the United States Longshoremen and Harbor Workers (USL&H) Act(33 USC sections 901-950)with limits not less than $1 million. Watercraft coverage shall also be included with limits not less than $1 0 million. c, • Pollution Liability Coverage with minimum limits of$1,000,000. E c� The COUNTY shall be named as an additional insured with respect to the CONTRACTOR's liabilities hereunder. 7.5.2 The CONTRACTOR shall require its subcontractors to be adequately insured at least to the limits prescribed above, and to any increased limits of the CONTRACTOR if so required by Packet Pg. 2073 J.5.d the COUNTY during the term of this Contract. The COUNTY will not pay for increased limits of insurance for subcontractors. 7.5.3 The CONTRACTOR 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. Article 8. Termination. In the event that the CONTRACTOR shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after five 0 days written notification to the CONTRACTOR. 8.1 Either of the parties hereto may cancel this Agreement without cause by giving the other party thirty (30) days written notice of its intention to do so. a� 8.2 Termination for Cause and Remedies: In the event of breach of any contract terms, the COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate this agreement for cause with CONTRACTOR should CONTRACTOR fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the COUNTY shall provide CONTRACTOR with five (5) calendar days' 0 notice and provide the CONTRACTOR with an opportunity to cure the breach that has occurred. If the breach is not cured,the Agreement will be terminated for cause. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the a CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract; however, the COUNTY reserves the right w to assert and seek an offset for damages caused by the breach. The maximum amount due to CONTRACTOR shall not in any event exceed $140,000.00. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False < Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. 8.3 Termination for Convenience: The COUNTY may terminate this Agreement for convenience, at any time, upon 30 days' notice to CONTRACTOR. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the U CONTRACTOR under this agreement prior to termination, unless the cost of completion to the cu COUNTY exceeds the funds remaining in the contract. The maximum amount due to CONTRACTOR shall not exceed $140,000.00 0 U 8.4 For Contracts of any amount, if the County determines that the Contractor/Consultant has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the E Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of(1)terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or(2)maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. Packet Pg. 2074 J.5.d 8.5 For Contracts of $1,000,000 or more, if the County determines that the Contractor/Consultant submitted a false certification under Section 287.135(5), Florida Statutes, or if the Contractor/Consultant has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 0 Article 9. Maintenance of Records and Right to Audit. CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Contract in ? accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of 7-years from the termination of this Contract or for a period of 5 years from the date of submission of the final expenditure report in accordance with 2 CFR §200.333, whichever is greater. Each party to this Contract or its authorized representatives shall have reasonable and timely access to such records of each other party to this Contract for public records purposes during the term of the Contract and for four years following the termination of this Contract. If an auditor employed by the COUNTY or County Clerk determines that monies paid to CONTRACTOR pursuant to this Contractor were spent for purposes not authorized by 0 this Contractor, 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. C 0 Right to Audit Availability ofRecords. The records of the parties to this Agreement relating to the Project, a� which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); backcharge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by COUNTY or the County Clerk to substantiate charges related to this agreement, and all other agreements, sources of information and matters that may in 0 U COUNTY's or the County Clerk's reasonable judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any contract document(all foregoing hereinafter referred to as "Records") shall be open to inspection and subject to audit and/or reproduction by COUNTY's representative and/or agents or the County Clerk. COUNTY or is County Clerk may also conduct verifications such as, but not limited to, counting employees at the job site witnessing the distribution of payroll, verifying payroll computations, overhead E J � g py � y gpy p � E computations, observing vendor and supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmations with employees, Subcontractors, suppliers, and contractors representatives. All records shall be kept for ten (10) years after Final Completion of the Project. The County Clerk possesses the independent authority to conduct an audit of Records, assets, and activities relating to this Project. If any auditor employed by the Monroe County or County Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, the CONTRACTOR shall repay the monies together with interest calculated Packet Pg. 2075 J.5.d pursuant to Section 55.03, F.S., running form the date the monies were paid to CONTRACTOR. The right to audit provisions survives the termination of expiration of this Agreement. Article 10. Public Access and Public Records Compliance. CONTRACTOR must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of Article I of the Florida Constitution. The COUNTY and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, records,papers, letters, or other"public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and CONTRACTOR in conjunction with and in connection with this Contract and related to Contract performance. The W COUNTY shall have the right to unilaterally cancel this Contract upon violation of this provision T by the CONTRACTOR. Failure of the CONTRACTOR to abide by the terms of this provision shall be deemed a material breach of this Contract and the COUNTY may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the Contract. The CONTRACTOR is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and 0 conditions of this contract, the CONTRACTOR is required to: (1) Keep and maintain public records that would be required by the COUNTY to perform the service. 0 (2) Upon receipt from the COUNTY's custodian of records,provide the COUNTY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Contract term and following completion of the Contract if the CONTRACTOR does not transfer the records to the COUNTY. (4) Upon completion of the Contract, transfer, at no cost, to the COUNTY all public records in possession of the CONTRACTOR or keep and maintain public records that would be U required by the COUNTY to perform the service. If the CONTRACTOR transfers all public records to the COUNTY upon completion of the contract, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from 0 public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the Contract, the CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the COUNTY, upon request from the COUNTY's custodian of records, in a format that is compatible with the information technology systems of the COUNTY. (5) A request to inspect or copy public records relating to a COUNTY Contract must be made directly to the COUNTY, but if the COUNTY does not possess the requested records, the COUNTY shall immediately notify the CONTRACTOR of the request, and the CONTRACTOR must provide the records to the COUNTY or allow the records to be inspected or copied within a reasonable time. Packet Pg. 2076 J.5.d If the CONTRACTOR does not comply with the COUNTY's request for records, the COUNTY shall enforce the public records Contract provisions in accordance with the Contract, notwithstanding the COUNTY's option and right to unilaterally cancel this Contract upon violation of this provision by the CONTRACTOR. A CONTRACTOR who fails to provide the public records to the COUNTY or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. 0 The CONTRACTOR shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470 BRADLEY-BRIAN(u,MONROECOUNTY-FL.GOV, 0 MONROE COUNTY ATTORNEY'S OFFICE ItII 12TH Street, SUITE 408, KEY WEST, FL 33040. u E Article 11.1.0 Miscellaneous 11.1.1 Successors and Assigns. The CONTRACTOR shall not assign or subcontract its obligations under this Contract, except in writing and with the prior written approval of the COUNTY and consistent with the Contract, which approval shall be subject to such conditions and provisions as the COUNTY 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 Contract. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. U c� 11.1.2 No Third-Party Beneficiaries. Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 0 11.1.3 Public Entities Crimes/Convicted Vendor. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed Packet Pg. 2077 J.5.d on the convicted vendor list. By signing this Contract, CONTRACTOR represents that the execution of this Contract will not violate the Public Entity Crimes Act(Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Contract and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONTRACTOR further represents that there has been no determination, based on an audit, that it or any subcontractor has committed an act W defined by Section 287.133, Florida Statutes, as a"public entity crime" and that it has not T been formally charged with committing an act defined as a"public entity crime" regardless of the amount of money involved or whether CONTRACTOR has been placed on the convicted vendor list. CONTRACTOR will promptly notify the COUNTY if it or any subcontractor or subconsultant is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. " 0 11.1.4 Claims for Federal Aid. CONTRACTOR 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 Contract. Any conditions imposed as a result of funding that effect this a Project/Scope of Work will be provided to each party. 0 11.1.5 Non-Discrimination. CONTRACTOR and COUNTY agree that there will be no 0- discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement > automatically terminates without any further action on the part of any party, effective the date of the court order. CONTRACTOR and COUNTY agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352)which prohibits discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, U and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 0 6101- 6107)which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and E Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and < 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s.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 s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Packet Pg. 2078 J.5.d Code, Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties hereto, or the subject matter of, this Agreement. During the performance of this Agreement, the CONTRACTOR, 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 41 C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of 0 Labor). See 2 C.F.R.Part 200, Appendix H, ¶ C, agrees as follows: 1) The CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or a� national origin. The CONTRACTOR will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, 4- including apprenticeship. The CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. a 0 2) The CONTRACTOR will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. 3) The CONTRACTOR will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or U applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal 0 complaint or charge, in furtherance of an investigation, proceeding, hearing, or action p g � g � p g� g> including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. E c� 4) The CONTRACTOR will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representative of the CONTRACTOR's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. Packet Pg. 2079 J.5.d 5) The CONTRACTOR will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 6) The CONTRACTOR will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books,records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 0 7) In the event of the CONTRACTOR's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules,regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the CONTRACTOR a� may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 0 The CONTRACTOR will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1)through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 a of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The CONTRACTOR will take such action with respect to any w 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 contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency,the CONTRACTOR may request the United < States to enter into such litigation to protect the interests of the United States. 11.1.6 Code of Ethics. COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not U limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 0 11.1.7 No Solicitation/Payment. The CONTRACTOR and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide E employee working solely for it, to solicit or secure this Contract and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona < fide employee working solely for it, any fee, commission,percentage, gift, or other consideration contingent upon or resulting from the award or making of this Contract. For the breach or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Contract without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, Packet Pg. 2080 J.5.d commission,percentage, gift, or consideration. 11.1.8 Employees Subject to County Ordinance Nos. 010-1990 and 020-1990. The CONTRACTOR warrants that it has not employed, retained or otherwise had act on its behalf any former COUNTY officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any COUNTY officer or employee in violation of Section 3 of Ordinance No. 020-1990. For breach or violation of this provision the COUNTY may, in its discretion, terminate this Contract without liability and may also, in its discretion, deduct from the Contract or purchase price, or otherwise recover the full 0 amount of any fee, commission,percentage, gift, or consideration paid to the former COUNTY officer or employee. 11.2.0 Covenant of No Interest. CONTRACTOR and COUNTY covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Contract, and that only interest of each is to perform and receive benefits as recited in this Contract. REQUIREMENT TO USE E-VERIFY 0 In accordance with F.S. 448.095, the CONTRACTOR and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the CONTRACTOR during the term of the Contract and shall expressly require any subcontractors performing work or providing services 0 pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E- Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The CONTRACTOR shall comply with and be subject to the provisions of F.S. 448.095 11.2.1 Federal Contract Requirements. The CONTRACTOR and its subcontractors must follow the provisions as set forth in Appendix 11 to Part 200, as amended, including but not limited to: U 11.2.2 Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60 all contracts that meet the definition of"federally assisted construction contract" in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b). 0 11.2.3 Davis-Bacon Act, as Amended (40 U.S.C. 3141-3148). When required by Federal u program legislation, 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 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 Packet Pg. 2081 J.5.d determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The COUNTY must report all suspected or reported violations to the Federal awarding agency. The CONTRACTOR(s) must also comply with the Copeland "Anti-Kickback" Act(40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). As required by the Act, each contractor or subrecipient is prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The COUNTY must report all suspected or reported violations to the Federal awarding W agency. A When required by Federal program legislation, which includes emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program and Transit Security Grant Program (it does not apply to other FEMA grant and 2 cooperative agreement programs, including the Public Assistance Program), the contractors, in contracts for construction or repair work above $2,000 in situations where the Davis-Bacon also applies, must also comply with the Copeland"Anti-Kickback"Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, ,0 "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). As required by the Act, each contractor or subrecipient is prohibited from inducing, by any means, any person a employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The COUNTY must report all suspected or reported violations to the Federal awarding agency. (1) CONTRACTOR. The contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be ,> applicable, which are incorporated by reference into this contract. (2) Subcontracts. The CONTRACTOR or subcontractor shall insert in any subcontracts the clause above and such other clauses as the FEMA may by appropriate instructions require, and also a clause requiring the 0 subcontractors to include these clauses in any lower tier subcontracts. The U prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. 0 (3) Breach. A breach of the Contract clauses above may be grounds U for termination of the Contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12. Additionally, in accordance with the regulation, each contractor and subcontractor must furnish each week a statement with respect to the wages paid each of its employees engaged in work covered by the Copeland Anti-Kickback Act and the Davis Bacon Act during the preceding weekly payroll period. The report shall be delivered by the CONTRACTOR or subcontractor, within seven days after the regular payment date of the payroll period, to a representative of a Federal or State agency in charge at the site of the building or work. Packet Pg. 2082 J.5.d 11.2.4 Contract Work Hours and Safety Standards Act(40 U.S.C. 3701-3708). Where applicable, 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 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or ? dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. Compliance with the Contract Work Hours and Safety Standards Act. (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess 0 of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any 0 violation of the clause set forth in paragraph 29 C.F.R. § 5.5(b)(1)the CONTRACTOR and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such CONTRACTOR and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph 29 C.F.R. § 5.5 (b)(1), in the sum of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of U the overtime wages required by the clause set forth in paragraph29 C.F.R. § 5.5 (b)(1). (3) Withholding for unpaid wages and liquidated damages. The Federal agency shall upon its own action or upon written request of an authorized representative of the 0 Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime E contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime < contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph29 C.F.R. § 5.5 (b)(2). (4) Subcontracts. The contractor or subcontractor shall insert in any Packet Pg. 2083 J.5.d subcontracts the clauses set forth in paragraph 29 C.F.R. § 5.5 (b)(1)through(4) and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs 29 C.F.R. § 5.5 (1)through (4). 11.2.5 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, W or research work under that"funding agreement,"the recipient or subrecipient must comply with T 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. 11.2.6 Clean Air Act(42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act(33 U.S.C. 1251-1387, as Amended). CONTRACTOR agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended (42 U.S.C. §§7401-7671q) and the Federal Water Pollution Control Act, as ,0 amended (33 U.S.C. §§1251-1387) and will report violations to FEMA/Federal Agency and the appropriate Regional Office of the Environmental Protection Agency (EPA). The Clean Air Act(42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act(33 U.S.C. 1251-1387), as amended applies to Contracts and subgrants of amounts in excess 0 of$150,000. The CONTRACTOR agrees to include these requirements in each w subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA/Federal agency. The contractor agrees to report each violation to the COUNTY and understands and agrees that the COUNTY will, in turn, report each violation as required to assure notification to FEMA/Federal Agency and the appropriate EPA Regional Office. 11.2.7 Debarment and Suspension (Executive Orders 12549 and 12689). A contract award under a"covered transaction" (see 2 CFR 180.220) must not be made to parties listed on the government-wide exclusions in the System for Award Management(SAM), in accordance with U the OMB guidelines at 2 CFR Part 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp.,p. 189) and 12689 (3 CFR part 1989 Comp.,p. 235), "Debarment and Suspension" and the Department of Homeland Security's regulations at 2 C.F.R. Part 3000 (Nonprocurement 0 Debarment and suspension) SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. SAM exclusions can be E accessed at www.sam. ov. CONTRACTOR is required to verify that none of the CONTRACTOR's principals (defined at 2 C.F.R. §180.935) or its affiliates (defined at 2 C.F.R. §180.905) are excluded (defined at 2 C.F.R. §180.940) or disqualified (defined at 2 C.F.R. §180.935). The CONTRACTOR must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. This certification is a material representation of fact relied upon by the COUNTY. If it is later determined that the CONTRACTOR did not comply with 2 Packet Pg. 2084 J.5.d C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the COUNTY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. Bidders or Proposers agree to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The Bidder or Proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 11.2.8 Byrd Anti-Lobbying Amendment(31 U.S.C. 1352). Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above W that it will not and has not used Federal appropriated funds to pay any person or organization for T influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s)to the awarding agency. If award exceeds $100,000, the attached certification must be signed and submitted by the CONTRACTOR to the COUNTY. 0 11.2.9 Compliance with Procurement of recovered materials as set forth in 2 CFR § 200.323. CONTRACTOR must comply with section 6002 of the Solid Waste Disposal Act, as amended, by the Resource Conservation and Recovery Act. The requirements of Section 6002 0 include procuring only items designated 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 the quantity acquired during the preceding fiscal year exceeded $10,000;procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. In the performance of this Contract, the CONTRACTOR shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired- 1. Competitively within a timeframe providing for compliance with the contract performance U schedule; 2. Meeting contract performance requirements; or 3. At a reasonable price. 0 Information about this requirement, along with the list of EPA-designated items, is available at EPA's Comprehensive Procurement Guidelines web site, u https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. E The CONTRACTOR also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. < 11.2.10 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 Packet Pg. 2085 J.5.d contract)to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (i) For the purpose of public safety, security of government facilities,physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology 0 E Company (or any subsidiary or affiliate of such entities). (ii) Telecommunications or video surveillance services provided by such entities or using such equipment. (iii) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. 11.2.11 Domestic preference for procurements as set forth in 2 CFR§200.322. The 0 COUNTY and CONTRACTOR should, to the greatest 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 a products). These requirements of this section must be included in all subawards including 0 contracts and purchase orders for work or products under federal award. For purposes of this w section: (1) "Produced in the United States"means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. (2) "Manufactured products"means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. U 11.3.0 Other Federal Requirements. 11.3.1 Americans with Disabilities Act of 1990 (ADA). The CONTRACTOR will comply 0 with all the requirements as imposed by the ADA, the regulations of the Federal government U issued thereunder, and the assurance by the CONTRACTOR pursuant thereto. 11.3.2 Disadvantaged Business Enterprise (DBE) Policy and Obligation. It is the policy of the COUNTY that DBE's, as defined in 49 C.F.R. Part 26, as amended, shall have the < opportunity to participate in the performance of contracts financed in whole or in part with COUNTY funds under this Contract. The DBE requirements of applicable federal and state laws and regulations apply to this Contract. The COUNTY and its CONTRACTOR agree to ensure that DBE's have the opportunity to participate in the performance of this Contract. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with Packet Pg. 2086 J.5.d 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 CONTRACTOR and subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Contract. 11.3.3 The CONTRACTOR shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the CONTRACTOR during the term of the Contract and shall expressly require any subcontractors or subconsultants performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor or subconsultant during the Contract term. 11.3.4 NRCS Regulations. NRCS administers the EWP program through the following authorities: • Section 216, Public Law 81-516 (33 U.S.C. Section 701b); • Section 403 of Title IV of the Agricultural Credit Act of 1978, Public Law 95-334; and • Section 382, Title III, of the 1996 Farm Bill Public Law 104-127; and > • Codified rules for administration of the EWP program are set forth in 7 CFR 624. 0 11.3.5 Access to Records: Contractor/Consultant and their successors, transferees, assignees, and subcontractors acknowledge and agree to comply with applicable provisions governing the 0 Department of Homeland Security (DHS) and the Federal Emergency Management Agency's a (FEMA) access to records, accounts, documents, information, facilities, and staff. Contractors/Consultants must 1. cooperate with any compliance review or complaint W investigation conducted by DHS 2. Give DHS access to and the right to examine and copy records, accounts, and other documents and sources of information related to the grant and permit access to facilities,personnel, and other individuals and information as may be necessary, as required by DHS regulations and other applicable laws or program guidance. 3. Submit timely, complete, and accurate reports to the appropriate DHS officials and maintain appropriate backup documentation to support the reports. c� 11.3.6 DHS Seal, Logo and Flags: CONTRACTOR shall not use the Department of Homeland 0 Security seal(s), logos, crests, or reproduction of flags or likeness of DHS agency officials U without specific FEMA approval. 11.3.7 Changes to Contract: The CONTRACTOR understands and agrees that any cost 0 U resulting from a change or modification, change order, or constructive change of the agreement must be within the scope of any Federal grant or cooperative agreement that may fund this Project and be reasonable for the completion of the Project. Any contract change or modification, change order or constructive change must be approved in writing by both the COUNTY and CONTRACTOR. 11.3.8 Compliance with Federal Law, Regulations, and Executive Orders. This is an acknowledgement that FEMA financial assistance may be used to fund all or a portion of the Contract. The CONTRACTOR will comply will all applicable federal law, regulations, executive orders, FEMA policies,procedures, and directives. Packet Pg. 2087 J.5.d 11.3.9 No Obligation by Federal Government. The Federal Government is not a parry to this Contract and is not subject to any obligations or liabilities to the COUNTY/non-Federal entity, CONTRACTOR, or any other party pertaining to any matter resulting from the Contract. 11.3.10 Program Fraud and False or Fraudulent Statements or Related Acts. The CONTRACTOR acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the CONTRACTOR's actions pertaining to this Contract. 0 11.3.11 The CONTRACTOR is bound by any terms and conditions of the Federally-Funded Subaward and Grant Agreement between COUNTY and the Florida Division of Emergency Management. 11.3.12 Uncontrollable Circumstance. Any delay or failure of either Parry to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Parry's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c)war, invasion, 0 hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) a action by any governmental authority prohibiting work in the geographic area of the 0 Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial inability to w perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by CONTRACTOR under this Section. CONTRACTOR shall give COUNTY written notice within 7 days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the < anticipated duration of such Uncontrollable Circumstance. CONTRACTOR shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The COUNTY will not pay additional cost as a result of an Uncontrollable Circumstance. The CONTRACTOR may only seek a no cost Change Order for such reasonable time as the Owners Representative U may determine. 11.3.13 The CONTRACTOR shall hold the Division and COUNTY harmless against all claims 0 of whatever nature arising out of the CONTRACTOR's performance of work under this U Agreement, to the extent allowed and required by law. E Article 12. Non-Waiver of Immunity. Notwithstanding the provisions of Section 768.28, Florida Statutes, the participation of the CONTRACTOR and the COUNTY in this Contract and < the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. Packet Pg. 2088 J.5.d Article 13. Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Contract 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. Article 14. Legal Obligations and Responsibilities -Non-Delegation of Constitutional or Statutory Duties. This Contract is not intended to, nor shall it be construed as, relieving any W participating entity from any obligation or responsibility imposed upon the entity by law except T to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Contract is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida Constitution, state statute, and case law. Article 15. No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in 0 his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Contract or be subject to any personal liability or accountability by reason of the execution of this Contract. � Article 16. Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Contract to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the CONTRACTOR and the COUNTY agree that neither the CONTRACTOR nor the COUNTY or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Contract separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Contract. 0 Article 17. Governing Law,Venue, Interpretation, Costs and Fees. This Contract shall be U governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Contract, 0 COUNTY and CONTRACTOR agree that venue shall lie in the 161h Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This Contract shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Contract shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Article 18. Attorney's Fees and Costs. The COUNTY and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award Packet Pg. 2089 J.5.d against the non-prevailing parry, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Article 19. Adjudication of Disputes or Disagreements. The COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Contract or by Florida law. This provision does not negate or waive the preceding provisions of this Contract concerning termination or cancellation. a� Article 20. Cooperation. In the event any administrative or legal proceeding is instituted against T either party relating to the formation, execution,performance, or breach of this Contract, COUNTY and CONTRACTOR agree to participate, to the extent required by the other party, in a� all proceedings, hearings,processes, meetings, and other activities related to the substance of this Contract or provision of the services under this Contract. COUNTY and CONTRACTOR specifically agree that no parry to this Contract shall be required to enter into any arbitration proceedings related to this Contract. Article 21. Severability. If any term, covenant, condition or provision of this Contract(or the 0 application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Contract, shall not be affected thereby; and each remaining term, covenant, a condition and provision of this Contract shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Contract would prevent the accomplishment of the original intent of this Contract. The COUNTY and CONTRACTOR agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. Article 22. Authority. Each party represents and warrants to the other that the execution, delivery and performance of this Contract have been duly authorized by all necessary County and corporate action, as required by law. U Article 23. Binding Effect. The terms, covenants, conditions, and provisions of this Contract shall bind and inure to the benefit of the COUNTY and CONTRACTOR and subcontractors and their respective legal representatives, successors, and assigns 0 Article 24. Attestations and Truth in Negotiation. CONTRACTOR agrees to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an E Ethics Statement, and a Drug-Free Workplace Statement. Signature of this Contract by CONTRACTOR shall act as the execution of a truth in negotiation certificate stating that wage < rates and other factual unit costs supporting the compensation pursuant to the Contract are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage Packet Pg. 2090 rates and other factual unit costs. All Such adjustments must be made within one year IbIlowing the end of the Contract. Article 25. Section Headings. Section headings have been inserted in this Contract as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Contract and will not be used in the interpretation of any provision of this Contract. Article 26. Execution in Counterparts. This Contract may be executed in any number of counterparts, each of which shall be regarded as an original. all of which taken together shall 0 constitute one and the same instrument and any of the parties hereto may execute this Contract E by signing any such counterpart. 2A In Witness Whereof, the parties have executed this contract as indicated below. (SEAL) 0 KEVIN MADOK.CLERK BOARD OF COUNTY COMMISSIONFRS OF MONROE COUNTY, FLORIDA E 0 Deputy Clerk Cram Cates, Mayo .5 W WITNESSES By: Print ame: Prin amg -TD I 2. a C2.X Title: P-0-6 S. Ic Print Namc: i e'— MONROE COUNTY ATTORNEY AP VED S T0,FGRM1 0 L) Date: U S]-ATI s 0 11 L 1 /d COUNTY011, 0 L) Subscribed and sworn to(or affirmed)before me, by means of dphysical presence or 0 online notarization, on -21(s C( -C- 1 (date)1 E by )me of afflant). HelShe is personally known to me or has produced (type of i entification) as identification. 71?Cu - J MTARY PUBLIC My Commission Expires: Fe ;2Ci KELLY J CAACIE 010tAry pUblk-$Me of Florida My Comm,9*r"Feb 19,2027 Bwdrd through Nittonal NdarY Ann. Packet Pg. 2091