Item C21
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: December 16, 2009
Division: Emergency Services
Bulk Item: Yes ~ No
Department: Emergency Management
Staff Contact Person: Jose Tezanos 6325
AGENDA ITEM WORDING: Approval of a Modification to Agreement between Monroe County
Board of County Commissioners and Post, Buckley, Schuh & Jernigan, Inc., d/b/a PBS&J for review
and update of Public Works All Hazards Emergency Plan, to extend term of agreement by three months
to December 31, 2009, and authorization for the County Administrator to execute any other required
documentati on.
ITEM BACKGROUND: On December 17, 2008 the County entered into an Agreement with PBS&J
to provide professional services for review and update of Public Works All-Hazard Emergency Plan of
County, Government Agencies and Municipalities within Monroe County ("Project"). The Agreement
stated that the term ofthe agreement expired on September 30,2009. PBS&J delivered its report prior
to this deadline, however, Emergency Management requires a small extension of time in order to
process the invoices and complete other paperwork. The funding source for this project is an FDE<
grant. The period ofthe FDEM grant is July I, 2007 through April 30, 2010.
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PREVIOUS RELEVANT BOCC ACTION: Agreement between the County and the Contractor was
approved on December 17, 2008.
CONTRACT/AGREEMENT CHANGES: Extension oftennination date of agreement from
September 30,2009 to December 31,2009.
ST AFF RECOMMENDATIONS: It is appropriate to approve the Agreement perfonnance period.
TOTAL COST: 37,977.00 (no change)
BUDGETED: Yes -L No
COST TO COUNTY: NONE
SOURCE OF FUNDS: Grant
REVENUE PRODUCING: Yes _ NU..t X AMO~NT PER MONTH Year ~
APPROVED BY: County Alty ~ ~B/Purchasil1g Yes Risk ManagemenPko
DOCUMENTATION:
Included X
Not Required
DISPOSITION:
AGENDA ITEM #
Revised 8/06
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: PBS&J Contract #_
Effective Date: December 17,2008
Expiration Date: September 30,2009
Contract Purpose/Description:
Approval of modification to agreement between County and Post, Buckly, Schuh &
Jernigan, Inc. (PBS&J), for review and update of Public Works All-Hazard Emergency
Plan of County, Government Agencies and Municipalities, to extend contract
tennination date by 3 months, from September 30,2009 to December 31,2009.
Contract Manager: Jose Tezanos 305 289-6325
(Name) (Ext. ) (Department/Stop #)
for BOCC meeting on Dec. 16, 2009 Agenda Deadline: Dec. 1, 2009
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CONTRACT-COSTS
Total Dollar Value of Contract: $ 37,977.00
Budgeted? Yes[X] No 0 Account Codes:
Grant: $ 37,977.00
County Match: $ N/ A
Current Year Portion: $ 37,977.00
GE0820-13520-_-_-_
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ADDITIONAL COSTS
Estimated Ongoing Costs: $None/yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Changes
Date In NeededIT~' . ~'9-e er
Division Director };J - / - 0'1 Y esO No~. .- /-'/1-.,
Ri~Man~e~~~t \~~:~ YesD NO~~
O.M.B./Purcliasing \~YesO Nom l---~ JZI25
County Attorney \ili:riO'1 YesD Nog ~1. ktoJ-r
Comments:
Date Out
I ~ -/- O<j
n
MODIFICATION #1 TO AGREEMENT FOR PROFESSIONAL SERVICES FOR REVIEW AND UPDATE
OF PUBLIC WORKS ALL~HAZARD EMERGENCY PLAN OF COUNTY, GOVERNMENT AGENCIES
AND MUNICIPALITIES WITHIN MONROE COUNTY
This Agreement Modification is made and entered into by and between Monroe County, a political
subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida, 33040, its
successors and assigns, hereinafter referred to as "COUNTY," through the Monroe County Board of
County CommissionerS ("BOCC"), and Post, Buckley, Schuh & Jernigan, Inc., d/b/a PBS&J, a corporation
of the State of Florida, whose address is 5300 West Cypress Street Suite 200 Tampa, Florida 33607 its
successors and assigns, hereinafter referred to as "CONTRACTOR" or "CONSULTANT', to reinstate and
to modify the County Agreement, dated December 17, 2008, ("the agreement").
WHEREAS, the COUNTY and the CONTRACTOR have entered into the Agreement, pursuant to
which the COUNTY has employed the professional services of the CONTRACTOR; and
WHEREAS, the Agreement expired on September 30, 2009; and
WHEREAS, the COUNTY and the CONTRACTOR desire to reinstate the Agreement and
to modify the Agreement by extending it.
NOW, THEREFORE, in consideration of the mutual promises of the parties contained herein, the
parties agree as follows:
1 .
The Agreement is hereby reinstated as though it had not expired.
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2. ARTICLE II, Paragraph 2.1.2, Period of Agreement, is hereby amended to have an
expiration date for the Agreement of December 31, 2009. Final requests for
reimbursement should be submitted no later than thirty (30) days after the termination
date of the contract. Any requests received after January 31, 2010 may, in the discretion
of the COUNTY, not be reimbursed from this Agreement.
3. All provisions not in conflict with this Modification remain in full force and effect, and are
to be performed at the level specified in the Agreement.
4. All provisions of the Agreement being modified and any attachments thereto in conflict
with this Modification shall be and are hereby changed to conform with this Modification,
effective as of the date of the last execution of this Modification by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this document as of the dates set out
herein.
CONTRACTOR: Post, Buckley, Schuh & Jernigan, Inc., d/b/a PBS&J
BY:
NAME & TITLE;
DATE;
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
BY:
NAME & TITLE:
DATE:
AGREEMENT FOR PROFESSIONAL SERVICES FOR
REVIEW AND UPDATE OF PUBLIC WORKS ALL-HAZARD
EMERGENCY PLAN OF COUNTY, GOVERNMENT AGENCIES
AND MUNICIPALITIES WITHIN MONROE COUNTY
This Agreement ("Agreemenf') made and entered into this _day of ,
2008 by and between Monroe County, a political subdivision of the State of Florida, whose
address is 1100 Simonton Street, Key West, Florida, 33040, its successors and assigns,
hereinafter referred to as "COUNTY," through the Monroe County Board of County
Commissioners ("SOCC"),
AND
Post, Buckley, Schuh & Jernigan, Inc., d/b/a PBS&J, a corporation of the State of Florida,
whose address is 5300 West Cypress Street Suite 200 Tampa, Florida 33607 its successors
and assigns, hereinafter referred to as "CONTRACTOR" or "CONSULTANT",
WITNESSETH:
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WHEREAS, COUNTY desires to employ the professional services of CONTRACTOR for
the Review and Update of Puhlic Works All-Hazard Emergency Plan to ensure compliance with
Federal, State and local laws, rules and regulations and consistency amongst plans; and
WHEREAS, CONTRACTOR has agreed to provide professional services which shall
include review and update of Public Works all-hazard emergency plan of county, government
Agencies and municipalities within Monroe County, which services shall collectively be referred
to as the "Project";
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements stated herein, and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, COUNTY and CONTRACTOR agree as follows:
FORM OF AGREEMENT
ARTICLE 1
1.1 REPRESENTATIONS AND WARRANTIES
By executing this Agreement, CONTRACTOR makes the following express representations and
warranties to the COUNTY:
1.1.1 The CONTRACTOR is professionally qualified to act as the CONTRACTOR for the
Project and is licensed to provide the designated services by all public entities having
jurisdiction over the CONTRACTOR and the Project.
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1.1.2 The CONTRACTOR shall maintain all necessary licenses, permits or other
authorizations necessary to act as CONTRACTOR for the Project until the
CONTRACTOR'S duties hereunder have been fully satisfied.
1.1.3 The CONTRACTOR has become familiar with the Project sites and the local conditions
under which the Work is to be completed.
1.1.4 The CONTRACTOR shall prepare all documents required by this Agreement in such a
manner that they shall be accurate, coordinated and adequate for use in the subsequent
implementation phases and shall be in conformity and comply with all applicable laws,
codes and regulations. The CONTRACTOR represents that the documents prepared as
a part of this Agreement will be adequate and sufficient to accomplish the purposes of
the Project, therefore, eliminating any additional cost due to missing or incorrect
information.
1.1.5 The CONTRACTOR assumes full responsibility to the extent allowed by law with regards
to his performance and those directly under his employ.
1.1.6 The CONTRACTOR'S services shall be performed as expeditiously as is consistent with
professional skill and care and the orderly progress of the Project. The CONTRACTOR
shall submit, for the COUNTY'S and its representative's information, a schedule for the
performance of the CONTRACTOR'S services which may be adjusted as the Project
proceeds if approved by the COUNTY, and shall include allowances for periods of time
required for the COUNTY's review, and for approval of submission by authorities having
jurisdiction over the Project. Time limits established by this schedule and approved by
the COUNTY may not be exceeded by the CONTRACTOR except for delay caused by
events not within the control of the CONTRACTOR or foreseeable by him.
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1.1.7 CONTRACTOR is an independent contractor under this Agreement. Services provided
by CONTRACTOR shall be subject to the supervision of CONTRACTOR. In providing
the services, CONTRACTOR and its agents shall not be acting and shall not be deemed
as acting as officers, employees, or agents of the COUNTY, nor shall they accrue any of
the rights or benefits of a COUNTY employee.
[The balance of this page intentionally left blank.l
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ARTICLE II
SCOPE OF CONTRACTOR1S BASIC SERVICE
2.1 DEFINITION
2.1.1 CONTRACTOR'S Basic Services shall consist of review of the Public Works All-Hazard
Emergency Plan of Monroe County, City of Key West, City of Marathon, City of Layton, City of
Key Colony Beach, lslamorada Village of Islands to ensure compliance with Federal, State and
local laws, rules and regulations and consistency among the plans.
Plans may include, but not be limited to the County, municipal and other agency plans
as follows:
Monroe County Comprehensive Emergency Management Plan (CEM?)
Monroe County Emergency Management Hurricane Plan
Monroe County Emergency Management Terrorism Plan
Monroe County Emergency Management Continuity of Operations Plan (COOP)
Monroe County Debris Management Plan
The CONTRACTOR shall commence work on the services provided for in this
Agreement promptly upon his receipt of a written notice to proceed from the COUNTY. The
notice to proceed must contain a description of the services to be performed, and the time within
which services must be performed.
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Upon completion of the review, CONTRACTOR will report on any and all inconsistencies
among the plans and any noncompliance of any and all plans. CONTRACTOR shall also make
recommendations concerning the elimination of such inconsistencies and noncomplying
elements, This shall be furnished in a report, both in print and electronic format, to be delivered
to the Monroe County Public Works Department.
2.1.2 The Project must be completed no later than September June 30, 2009. Time is of the
essence in this regard due to Grant considerations.
2.1.3 The CONTRACTOR shall, without additional compensation, promptly correct any errors,
omissions, deficiencies, or conflicts in the work product of the CONTRACTOR or its
subconsultants, or both.
2.2 WRITTEN NOTICE
Any notices sent by the parties shall be deemed to have been duly served if delivered in
person to the individuals and addresses listed below, or if delivered or sent by first class
mail, certified, return receipt, or by courier with proof of delivery.
All written correspondence to the COUNTY shall be dated and signed by an authorized
representative of the CONTRACTOR. The correspondence shall be directed to:
Dent Pierce, Division Director
Monroe County Public Works Department
1100 Simonton Street, Suite 2-231
Key West, FL 33040
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AND:
Ms. Debbie Frederick
Deputy County Administrator
1100 Simonton Street, Room 2-205
Key West, Florida 33040
Notice to the CONTRACTOR shall be delivered to:
Bert Shipman
Senior Program Manaser
PBS&J
1616 East Mil1brook Road, Suite 310
RaleiRh. NC 27609
ARTICLE III
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ADDITIONAL SERVICE
3.1 The services described in this Article III are not included in Basic Services. They shall
be paid for by the COUNTY as an addition to the compensation paid for the Basic
Services but only if approved by the COUNTY before commencement, and are as
foHows:
A. Providing services of CONSULTANTs for other than the previoUSly listed consulting
scope of the Project provided as a part of Basic Services.
B. Providing any other services not otherwise included in this Agreement or not
customarily furnished in accordance with generally accepted consulting practice.
3.2 If Additional Services are required, such as those listed above, the COUNTY shall issue
a letter requesting and describing the requested services to the CONSULTANT. The
CONSULTANT shall respond with a fee proposal to perform the requested services.
Only after receiving an amendment to the Agreement and a notice to proceed from the
COUNTY, shall the CONSULTANT proceed with the Additional Services.
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ARTICLE IV
COUNTY'S RESPONSIBILITIES
4.1 The COUNTY shall provide full information regarding requirements for the Project
including objectives, schedule, constraints and criteria.
4.2 The COUNTY shall designate a representative to act on the CONTRACTOR's behalf
with respect to the Project. The COUNTY or its representative shall render decisions in
a timely manner pertaining to documents submitted by the CONTRACTOR in order to
avoid unreasonable delay in the orderly and sequential progress of the CONTRACTOR's
services.
4.3 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 Project or non-
conformance with the Agreement Documents. Written notice shall be deemed to have
been duly served if sent pursuant to paragraph 2.2.
4.4 The COUNTY shalf furnish the required information and services and shall render
approvals and decisions as expeditiously as necessary for the orderly progress of the
CONTRACTOR's services and work of the contractors.
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4.5 The COUNTY's review of any documents prepared by the CONTRACTOR or its
subconsultants shall be solely for the purpose of determining whether such documents
are generally consistent with the COUNTY's criteria, as, and if, modified. No review of
such documents shall relieve the CONTRACTOR of responsibility for the accuracy,
adequacy, fitness, suitability or coordination of its work product.
4.6 The COUNTY shall provide copies of necessary documents required to complete the
work.
4.7 Any information that may be of assistance to the CONTRACTOR that the COUNTY has
immediate access to will be provided as requested.
ARTICLE V
INDEMNIFICATION AND HOLD HARMLESS
CONTRACTOR shall indemnify and hold harmless and defend the County, its elected officials,
officers and employees, from liabilities, damages, losses, and costs, including, but not limited to,
reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or
intentionally wrongful conduct of CONTRACTOR and other persons employed or utilized by the
CONTRACTOR in the performance of the contract.
The first ten dollars ($10.00) of remuneration paid to the CONTRACTOR is consideration for
the indemnification provided for above.
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The extent of liability is in no way limited to, reduced, or lessened by the insurance
requirements contained elsewhere within this agreement.
This indemnification shall survive the expiration or earlier termination of the Agreement.
ARTICLE VI
PERSONNEL
The CONTRACTOR shall assign only qualified personnel to perform any service concerning the
project. At the time of execution of this Agreement, the parties anticipate that the following
named individuals will perform those functions as indicated:
NAME
FUNCTION
Harold Joyner
Planner
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So long as the individuals named above remain actively employed or retained by the
CONTRACTOR, they shall perform the functions indicated next to their names. If they are
replaced the CONTRACTOR shall notify the COUNTY of the change immediately.
ARTICLE VII
COMPENSATION
7.1 CONTRACT SUM
7.1.1 The COUNTY shall pay the CONTRACTOR in current funds for the CONTRACTOR's
performance of this Agreement as follows: $37,977.00.
7.2 PAYMENTS
7.2.1 For its assumption and performances of the duties, Obligations and responsibilities set
forth herein, the CONSULTANT shall be paid upon completion of the project. Payment
will be made within thirty days upon receipt of proper invoice.
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7.3 BU DGET
7.3.1 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 fiscal year
(October 1 - September 30) by COUNTY's Board of County Commissioners. The budgeted
amount may only be modified by an affirmative act of the COUNTY's Board of County
Commissioners.
7.3.2 The COUNTY's performance and obligation to pay under this Agreement is contingent
upon an annual appropriation by the Board of County Commissioners and the approval of the
Board members at the time of contract initiation and its duration.
ARTICLE VIII
INSURANCE
8.1
The CONTRACTOR shall obtain insurance as specified and maintain the required
insurance at aU times that this Agreement is in effect. Professional Liability Insurance
shall also be maintained as specified. In the event the completion of the project (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 delay.
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8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of
VI or better, that is licensed to business in the State of Florida and that has an agent for
service of process within the State of Florida. The coverage shall contain an
endorsement providing sixty (60) days notice to the COUNTY prior to any
cancellation of said coverage. Said coverage shall be written by an insurer acceptable to
the COUNTY and shall be in a form acceptable to the COUNTY.
8.3 CONTRACTOR shall obtain and maintain the following policies:
A. Workers' Compensation insurance as required by the State of Florida.
B. Vehicle liability insurance coverage shall include as a minimum, liability coverage for
owned, non-owned and hired vehicles. The minimum limits acceptable shall be:
$100,000 Combined Single Limit (CSL); if split limits are provided, the minimum
limits acceptable shall be: $50,000 per person, $100,000 per occurrence, $25,000
property damage
C. General liability coverage shall include as a minimum: premises operations, products
and completed operations, blanket contractual liability, personal injury liability and
expanded definition of property damage. The minimum limits acceptable shall be:
$300,000 Combined Single Limit (CSL); if split limits are provided, the minimum
limits acceptable shall be: $100,000 per person, $300,000 per occurrence, $50,000
property damage.
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D. COUNTY shall be named as an additional insured with respect to CONTRACTOR's
liabilities hereunder in insurance coverages identified in Paragraphs Band C.
E. 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, with the understanding that any information that CONTRACTOR considers
confidential or proprietary may be redacted from such copies.
ARTICLE IX
MISCELLANEOUS
9.1 SECTION HEADINGS
Section headings have been inserted in this Agreement as a matter of convenience for
reference only, and it is agreed that such section headings are not a part of this
Agreement and wiff not be used in the interpretation of any provision of this Agreement.
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9.2 OWNERSHIP OF THE PROJECT DOCUMENTS
The documents prepared by the CONTRACTOR for this Project belong to the COUNTY
and may be reproduced and copied without acknowledgement or permission of the
CONTRACTOR.
9.3 SUCCESSORS AND ASSIGNS
The CONTRACTOR shall not assign its right hereunder, except its right to payment, nor
shall it delegate any of its duties hereunder without the written consent of the COUNTY.
SUbject to the provisions of the immediately preceding sentence, each party hereto
binds itself, its successors, assigns and legal representatives to the other and to the
successors, assigns and legal representatives of such other party.
9.4 NO THIRD PARTY BENEFICIARIES
Nothing contained herein shall create any relationship, contractual or otherwise, with or
any rights in favor of, any third party.
9.5 TERMINATION
Either party hereto may terminate this Agreement upon giving seven (7) days written
notice to the other in the event that such other party substantially fails to perform its
material obligations set forth herein. The COUNTY may terminate this Agreement
without cause upon giving fifteen (15) days written notice to the CONSULTANT. If the
COUNTY utilizes this provision, the termination shall supersede any obligation under
paragraph 9.15. Termination expenses shall be paid and shall include all expenses until
date of termination and any additional services required in order to stop performance of
services, subject to audit for verification.
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9.6 CONTRACT DOCUMENTS
This contract consists of this Agreement, the CONTRACTOR's response to the RFP, the
documents referred to in the Agreement as a part of this Agreement, and attachments of
County Forms - Pages 27-32.
9.7 PUBLIC ENTITIES CRIMES STATEMENT
A person or affiliate who has been placed on the convicted vendor list following a
conviction for public entity crime may not submit a bid on contracts to provide any goods
or services to a public entity, may not submit a bid on a contract with a public entity for
the construction or repair of a public building or public work, may not submit bids on
leases of real property to public entity, may not be awarded or perform work as a
contractor, supplier, subcontractor, or consultant under a contract with any public entity,
and may not transact business with any public entity in excess of the threshold amount
provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of
36 months from the date of being placed on the convicted vendor list.
By signing this Agreement, CONTRACTOR represents that the execution of this
Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida
Statutes). Violation of this section shall result in termination of this Agreement and
recovery of all monies paid hereto, and'may result in debarment from COUNTY's
competitive procurement activities.
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In addition to the foregoing, CONTRACTOR further represents that there has been no
determination, based on an audit, that it or any subconsultant has committed an act
defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has
not been formally charged with committing an act defined as a "public entity crime"
regardless of the amount of money involved or whether 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.
9.8 MAINTENANCE OF RECORDS
CONTRACTOR shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted accounting
principles consistently applied. Each party to this Agreement or its authorized
representatives shall have reasonable and timely access to such records of each other
party to this Agreement for public records purposes during the term of the Agreement
and for four years following the termination of this Agreement. If an auditor employed by
the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this
Agreement were spent for purposes not authorized by this Agreement, 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.
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9.9 GOVERNING LAW, VENUE,INTERPRETATION, COSTS, AND FEES
This Agreement shall be governed by and construed in accordance with the laws of the
State .of Florida applicable to contracts made and to be performed entirely in the State.
In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, COUNTY and CONTRACTOR agree
that venue shall lie in Monroe County, Florida, in the appropriate court or before the
appropriate administrative body. The Parties waive their rights to a trial by jury. The
COUNTY and CONTRACTOR agree that, in the event of conflicting interpretations of the
terms or a term of this Agreement by or between any of the parties, the issue shall be
submitted to mediation prior to the institution of any other administrative or legal
proceeding.
9.10 SEVERABILITY
If any term, covenant, condition or provision of this Agreement (or the application thereof
to any circumstance or person) shall be declared invalid or unenforceable to any extent
by a court of competent jurisdiction, the remaining terms, covenants, conditions and
provisions of this Agreement, shall not be affected thereby; and each remaining term,
covenant, condition and provision of this Agreement shall be valid and shall be
enforceable to the fullest extent permitted by law unless the enforcement of the
remaining terms, covenants, conditions and provisions of this Agreement would prevent
the accomplishment o'f the original inter.lt of this Agreement. The COUNTY and
CONTRACTOR agree to reform the Agreement to replace any stricken provision with a
valid provision that comes as close as possible to the intent of the stricken provision.
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9.11 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 Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an
award against the non-prevailing party, and shall include attorney's fees, courts costs,
investigative, and out-of-pocket expenses in appellate proceedings. Mediation
proceedings initiated and conducted pursuant to this Agreement shall be in accordance
with the Florida Rules of Civil Procedure and usual and customary procedures required
by the circuit court of Monroe County.
9.12 BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall bind and inure
to the benefit of the COUNTY and CONTRACTOR and their respective legal
representatives, successors, and assigns.
9.13 AUTHORITY
Each party represents and warrants to the other that the execution, delivery and
performance of this Agreement have been duly authorized by all necessary County and
corporate action, as required by law.
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9.14 CLAIMS FOR FEDERAL OR STATE 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 AgreE!ment;
provided that all applications, requests, grant proposals, and funding solicitations shall
be approved by each party prior to submiSSion.
9.15 ADJUDICATION OF DISPUTES OR DISAGREEMENTS
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 Agreement or by Florida law.
9.16 COOPERATION
In the event any administrative or legal proceeding is instituted against either party
relating to the formation, execution, performance, or breach of this Agreement, COUNTY
and CONTRACTOR agree to participate, to the extent required by the other party, in all
proceedings, hearings, processes, meetings, and other activities related to the
substance of this Agreement or provision of the services under this Agreement.
COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall be
required to enter into any arbitration proceedings related to this Agreement.
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9.17 NONDISCRIMINATION
CONTRACTOR and COUNTY agree that there will be no discrimination against any
person, and it is expressly understood that upon a determination by a court of competent
jurisdiction that discrimination has occurred, this Agreement automatically terminates
without any further action on the part of any party, effective the date of the court order.
CONTRACTOR or COUNTY agrees to comply with all Federal and Florida statutes, and
all local ordinances, as applicable, relating to nondiscrimination. These include but are
not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits
discrimination on the basis of race, color or national origin; 2) Title IX of the Education
Amendment of 1972, as amended (20 USC 55. 1681-1683, and 1685-1686), which
prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of
1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of
handicaps; 4) The Age Discrimination Act of 1975, as amended (42 use ss. 6101-6107)
which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and
Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the
basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention,
Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health
Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended,
relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the
Civil Rights Act of 1968 (42 USC s. at 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. 1201 Note), as maybe amended from time to time, relating to
nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 13,
Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national
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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 to, or the subject matter of, this Agreement.
9.18 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 Agreement, and that only interest of each is to perform and
receive benefits as recited in this Agreement.
9.19 CODE OF ETHICS
COUNTY agrees that officers and employees of the COUNTY recognize and will be
required to comply with the standards of conduct for pUblic officers and employees as
delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation
or acceptance of gifts; doing business with one's agency; unauthorized compensation;
misuse of public position, conflicting employment or contractual relationship; and
disclosure or use of certain information.
9.20 NO SOLICITATION/PAYMENT
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The CONTRACTOR Clnd COUNTY warrant that, in respect to itself, it has neither
employed nor retained any company or person, other than a bona fide employee
working solely for it, to solicit or secure this Agreement and that it has not paid or agreed
to pay any person, company, corporation, individual, or firm, other than a bona fide
employee working solely for it, any fee. commission, percentage. gift, or other
consideration contingent upon or resulting from the award or making of this Agreement.
For the breach or violation of the provision, the CONTRACTOR agrees that the
COUNTY shall have the right to terminate this Agreement without liability and, at its
discretion, to offset from monies owed, or othelWise recover, the full amount of such fee,
commission, percentage, gift, or consideration.
9.21 PUBLIC ACCESS
The CONTRACTOR and COUNTY shall allow and permit reasonable access to, and
inspection of, all documents, papers, letters or other materials in its possession or under
its control subject to the provisions of Chapter 119, Florida Statutes, and made or
received by the CONTRACTOR and COUNTY in connection with this Agreement; and
the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of
this provision by CONTRACTOR.
9.22 NON~WAIVER OF IMMUNITY
Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the
CONTRACTOR and the COUNTY in this Agreement and the acquisition of any
commercial liability insurance coverage, self-insurance coverage, or local government
liability insurance pool coverage shall not be deemed a waiver of immunity to the extent
of liability coverage, nor shall any contract entered into by the COUNTY be required to
contain any provision for waiver.
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9.23 PRIVILEGES AND IMMUNITIES
All of the privileges and immunities from liability, exemptions from laws, ordinances, and
rules. and pensions and relief, disability, workers' compensation, and other benefits
which apply to the activity of officers, agents, or employees of any public agents or
employees of the COUNTY, when performing their respective functions under this
Agreement within the territorial limits of the COUNTY shall apply to the same degree and
extent to the performance of such functions and duties of such officers, agents,
volunteers, or employees outside the territorial limits of the COUNTY.
9.24 LEGAL OBLIGATIONS AND RESPONSIBILITIES
Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to,
nor shall it be construed as, relieving any participating entity from any obligation or
responsibility imposed upon the entity by law except to the extent of actual and timely
performance thereof by any participating entity, in which case the performance may be
offered in satisfaction of the obligation or responsibility. Further, this Agreement is not
intended to, nor shall it be construed as, authorizing the delegation of the constitutional
or statutory duties of the COUNTY, except to the extent permitted by the Florida
constitution, state statute, and case law.
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9.25 NON-RELIANCE BY NON-PARTIES
No person or entity shall be entitled to rely upon the terms, or any of them, of this
Agreement to enforce or attempt to enforce any third-party claim or entitlement to or
benefit of any service or program contemplated hereunder, and the 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 Agreement separate and apart, inferior to, or superior
to the community in general or for the purposes contemplated in this Agreement.
9.26 ATTESTATIONS AND TRUTH IN NEGOTIATION
CONTRACTOR agrees to execute such documents as COUNTY may reasonably
require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug-
Free Workplace Statement. Signature of this Agreement by 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 Agreement are accurate,
complete, and current at the time of contracting. The original contract price and any
additions thereto shall be adjusted to exclude any significant sums by which the agency
determines the contract price was increased due to inaccurate, incomplete, or
concurrent wage rates and other factual unit costs. All such adjustments must be made
within one year following the end of the Agreement
9.27 NO PERSONAL LIABILITY
No covenant or agreement contained herein shaH be deemed to be a covenant or
agreement of any member, officer, agent or employee of Monroe County in his or her
individual capacity, and no member, officer, agent or employee of Monroe County shall
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be liable personally on this Agreement or be subject to any personal liability or
accountability by reason of the execution of this Agreement.
9.28 EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be
regarded as an original, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing any
such counterpart.
IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly
authqrized representative on the day and year first above written.
(SEAL)
Attest: DANNY L. KOLHAGE, Clerk
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By: JhaL.J (J. ~
Deputy Clerk
~.e.. ';n~,~
.::
y:
Mayor/Chairman
"
Date: I;) -/7 -O&'
(Seal)
Attest: c;;r..fl
BY:~~a~Ynn Shimel
Title: No tar y
Date: November 25, 2008
CONTRACTOR: POST, BUCKLEY, SCHUH
& JERNIGAN, INC., d/b/a PBS&J
By:
Title:
DEBORAH LYNN SHIMEL
MY COMMISSION # DD 452060
EXPIRES: November 13, 2009
llonOOd TIW NOblY Public Und./Wrltors
END OF AGREEMENT
~
MONROE COUNTY ATTORNEY
(f;:;J/f.D.AfF/i/YfRM
! YN~A L. RAl:L
ASSISTrNT COU~TY ATTORNEY
Date 'Z- -(- Q
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