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HomeMy WebLinkAbout05/14/2025 Agreement Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Evergreen Solutions, LLC Contract# Effective Date: May 15, 2025 Expiration Date: ,June 15;202a Contract Purpose/Description: glary Study,for Airport Executive Director Position Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Bryan Gook 445$ Employee Services (Name) (Ext.) Department/Stop #) CONTRACT COSTS Total Dollar Value of Contract: $ 5,000.010 Current Year Portion: $ 5,0,0,0 ,Oo (must be$100,000.00 or less) (If multiyear agreement then Not t0 exceed $1�� 000.�� requires BOCC approval,unless the ;+'M�t,e,g;iRtdlfl r¢io,auw i "S'WO{}00,00„r q„s) Budgeted? Yes❑✓ No ❑ Grant: $ N/A County Match: $ N/A Fund/Cost Center/Spend Category: F0,01; CC_065©0, SC.Q'0038-Professionral Services ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: N/A (Not included in dollar value above) (e.g. maintenance,utilities,janitorial, salaries,etc.) Insurance Required: YES ❑NO 0 CONTRACT REVIEW Reviewer Date In Cook Department Head Signature: Bryan Cook Digitally Bryan090-04 Date'2025.05.13 13'09'40-04'00' Gaelan P Jones Digitally signed by GaelanPJones County Attorney Signature: Date:2025.05.13 14:09:22-04'00' Gaelan P Jones Digitally signedbyGaelanP Jane s Risk Management Signature: Date:2025.05.1314:09:32-04'00' Lisa Abreu Digitally signed by Lisa Abram Purchasing Signature: Date:2025.05.13 15:01:25-04'00' Arlene Martinez Digitally signed by Arlene Martinez OMB Signature: Date:2025.05.13 15:56:35-04'00' Comments: Consulting Services Agreement By and Between Monroe County,FL and Evergreen Solutions, LLC This Agreement(the"Agreement"), dated as of May 6,2025, is made by and between Evergreen Solutions,LLC, a Florida corporation("Evergreen"), and Monroe County(the"Client"). WHEREAS,Evergreen Solutions and the Client desire to enter into an agreement whereby Evergreen will provide certain management consulting services for the Client on the terms and conditions hereinafter set forth; and WHEREAS, Evergreen Solutions is willing to provide such management consulting services for the Client. NOW,THEREFORE,the parties hereto agree as follows: 1.Engagement.Evergreen Solutions hereby agrees to provide such management consulting services for the Client as may be reasonably requested by the Client in connection with the Letter Proposal submitted by Evergreen Solutions on April 23,2025,which is attached hereto as Exhibit A. 2. Extent of Services. Evergreen Solutions agrees to perform such services in a diligent and conscientious manner and to devote appropriate time,energies and skill to those duties called for hereunder during the term of this Agreement and in connection with the performance of such duties to act in a manner consistent with the primary objective of completing the engagement. Evergreen Solutions agrees to devote such time as is reasonably required to fulfill its duties hereunder. Throughout the duration of this agreement, Evergreen Solutions will serve as an independent contractor of the Client,as such; Evergreen Solutions will obey all laws relating to federal and state income taxes, 4 Page 1 associated payroll and business taxes, licenses and fees,workers compensation insurance, and all other applicable state and federal laws and regulations. , Evergreen Solutions may utilize subcontractors to perform the work subject to this Agreement,but Evergreen Solutions shall remain completely responsible to the Client for performance under this Agreement. 3. Term. The engagement of the Consultant hereunder by Client shall commence as of the date hereof and shall continue through June 15, 2025,unless earlier terminated,pursuant to Section 5 hereof. 4. Compensation. (a)As compensation for the services contemplated herein and for performance rendered by Evergreen Solutions of its duties and obligations hereunder,the Client shall pay to Evergreen Solutions an aggregate fee equal to$5,000(the"Consulting Fee"). (b)The Client's sole obligation shall be to pay Evergreen Solutions the amounts described in Section 4(a) of this Agreement,and the Consultant is not and shall not be deemed an employee of the Client for any purpose. (c)Payment shall be made in accordance with the Florida Local Government Prompt Payment Act, Section 218.70,Florida Statutes. Evergreen Solutions shall submit to the Client an invoice with supporting documentation in a form acceptable to the Monroe County Clerk of Court.Acceptability to the Clerk is based on generally accepted accounting principles and such laws,rules, and regulations as may govern the Clerk's disbursal of funds. 5.Termination.This Agreement shall be terminated as follows: (a) 30 days after written notice of termination is given by either party at any time after May 6,2025, provided however,that if the Client shall terminate this Agreement pursuant to this Section 5(a) for any reason other than Consultant's material breach of this Agreement(having given prior notice of, and reasonable opportunity for Consultant to cure, any such breach), Client shall pay to consultant in one lump sum an amount equal to that portion of the aggregate Consulting Fee which has not been paid to Consultant as of the effective date of such termination. (b)On such date as is mutually agreed by the parties in writing. (c)Upon expiration of the Term as set forth in Section 3. Upon termination of this Agreement pursuant to this Section 5,except as contemplated by Section 5(a) in the event Client terminates this Agreement in the absence of continuing material breach hereof by Consultant, Consultant shall be entitled to payment of only that portion of the Consulting Fee earned through the effective date of such termination and any portion of the Lump Sum Payment which has not been paid to Consultant as of the effective date of such termination. 6. Confidential Information.Evergreen Solutions shall not, at any time during or following expiration or termination of its engagement hereunder(regardless of the manner,reason,time or cause thereof) directly or indirectly disclose or furnish to any person not entitled to receive the same for the immediate benefit of the Client any trade secrets or confidential information as determined by the Client in writing. 4 Page 2 7.Covenants.Evergreen Solutions agrees to(a) faithfully and diligently do and perform the acts and duties required in connection with its engagement hereunder,and(b)not engage in any activity which is or likely is contrary to the welfare, interest or benefit of the business now or hereafter conducted by the Client. 8.Binding Effect.This Agreement will inure to the benefit of and shall be binding upon the parties hereto and their respective successors or assigns(whether resulting from any re organization, consolidation or merger of either of the parties or any assignment to a business to which all or substantially all of the assets of either party are sold). 9.Entire Agreement.This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof, supersedes all prior agreements and understandings with respect thereto and cannot be modified, amended,waived or terminated,in whole or in part, except in writing signed by the party to be charged. 10.Notices.All notices required to be given under the terms of this Agreement or which any of the parties desires to give hereunder shall be in writing and personally delivered or sent by registered or certified mail,return receipt requested,or sent by facsimile transmission, addressed as follows: (a.) If to Evergreen Solutions addressed to: Evergreen Solutions, LLC Attention: Dr. Jeff Ling,President 2528 Barrington Circle,Unit 201 Tallahassee,Florida 32308 (b.)If to the Client addressed to: Monroe County Attention: Mr. Bryan Cook,Director,Employee Services 1100 Simonton Street Key West,Florida 33040 Any party may designate a change of address at any time by giving written notice thereof to the other parties. 12. Records. Evergreen Solutions 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 their 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 this Agreement and for five(5)years following its termination. Evergreen Solutions must comply with Florida public records laws, including but not limited to Chapter 119,Florida Statutes and Section 24 of article I of the Constitution of Florida. Client and Evergreen Solutions 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 Client and Evergreen Solutions in conjunction with this contract and related to contract performance. Client shall have the right to unilaterally cancel this contract upon violation of this provision by Evergreen Solutions. Failure of Evergreen Solutions to abide by the terms of this provision shall be deemed a material 4 Page 3 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. As applicable, In accordance with F.S. 119.0701,Evergreen Solutions shall: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records,provide the public agency 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 public agency 4. Upon completion of the contract,transfer, at no cost,to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract,the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from 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 public agency,upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. A contractor who fails to provide public records to Monroe County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section 119.10,Florida Statutes. Evergreen Solutions shall not transfer custody, release, alter, destroy,or otherwise dispose of any public records except as provided in this provision or as otherwise provided by law. IF EVERGREEN SOLUTIONS HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S/CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: GAELAN JONES, C/O MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH ST., SUITE 408, KEY WEST FL 33040,jones-gaelan@monroecounty-fl.gov, (305) 292-3470. 13. Relationship of the Parties.The parties agree that the relationship between the Evergreen Solutions and Client one of an independent contractor and not an employee,common law or otherwise. The parties agree that this is not an exclusive arrangement,and Evergreen Solutions is free to enter into other agreements with other persons or entities for the delivery of the same services. 4 Page 4 14. Governing Law&Venue.This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Disputes arising from this Agreement shall be brought in the County or Circuit Courts of the Florida Sixteenth Judicial Circuit,with venue in Monroe County, Florida.The prevailing party for such disputes shall be entitled to recover reasonable expenses,including attorney's fees and costs. 15. Sovereign Immunity. Evergreen Solutions acknowledges and agrees that Client does not waive any sovereign immunity afforded to it as a government entity under the laws of the State of Florida and the United States, and that,notwithstanding the provisions of Section 768.28,Florida Statutes,t nothing in this Agreement shall be construed as a waiver of such immunity by Client. 16. Nondiscrimination. Evergreen Solutions and Client 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. Evergreen Solutions and Client 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 on the basis of race, color or national origin; 2)Title IX of the Education Amendment of 1972, as amended(20 USC ss. 1681-1683,and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended(20 USC s. 794),which prohibits discrimination on the basis of disabilities;4)The Age Discrimination Act of 1975, as amended(42 USC ss. 6101-6107)which prohibits discrimination on the basis of age; 5)The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6)The Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970(PL 91-616), as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended,relating to confidentiality of alcohol and drug abuse patient records; 8)Title 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 Code Chapter 14, Article II,which prohibits discrimination on the basis of race,color, sex,religion,national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 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. 17. E-Verify. Beginning January 1, 2021, in accordance with F.S.448.095, Contractors 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 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. Evergreen Solutions shall comply with and be subject to the provisions of F.S. 448.095 18. No Solicitation. Evergreen Solutions and Client 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, 4 Page 5 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,Evergreen Solutions agrees that Client shall have the right to terminate this Agreement without liability and,at its discretion,to offset from monies owed, or otherwise recover,the full amount of such fee, commission,percentage, gift, or consideration. 19. Public Entity Crimes.Evergreen Solutions certifies and agrees that Evergreen Solutions nor any Affiliate has been placed on the convicted vendor list within the last 36 months. In accordance with Section 287.134,Florida Statutes,an entity or affiliate who has been placed on the Discriminatory Vendor List,kept by the Florida Department of Management Services,may not submit a bid on a contract to provide 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 a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity; and may not transact business with any public entity. 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. By signing this Agreement,Evergreen Solutions 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 and ineligibility of Evergreen Solutions to receive future contracts from Client.In addition to the foregoing,Evergreen Solutions further represents that there has been no determination,based on an audit,that it or any subcontractor has committed an act defined by Section 287.133,Florida Statutes, as a"public entity crime"and that it has not been formally charged with committing an act defined as a"public entity crime"regardless of the amount of money involved or whether Evergreen Solutions has been placed on the convicted vendor list. Evergreen Solutions agrees to promptly notify Client if it or any subcontractor is formally charged with an act defined as a"public entity crime"or has been placed on the convicted vendor list. 20. Ethics.By signing this Agreement,Evergreen Solution warrants that it has not employed,retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 0 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision Client, in its discretion,terminate this Agreement without liability and may also,in its discretion, deduct from the Agreement or purchase price, or otherwise recover,the full amount of any fee,commission,percentage,gift, or consideration paid to the former County officer or employee. 21. Scrutinized Companies.Evergreen Solutions agrees and certifies compliance with the following: Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal,the company is on the Scrutinized Companies that Boycott Israel List,created pursuant to Section 215.4725,Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135,Florida Statutes,also prohibits a company from bidding on, submitting a proposal for,or entering into or renewing a contract for goods or services of$1,000,000 or more,that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Page 6 Terrorism Lists which were created pursuant to s.215.473, Florida Statutes,or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of Evergreen Solutions,I hereby certify that the company identified above as"Evergreen Solutions" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List,the Scrutinized Companies with Activities in the Iran Terrorism List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135,Florida Statutes,the submission of a false certification may subject Evergreen Solutions to civil penalties,attorney's fees, and/or costs. I further understand that any contract with Client may be terminated, at the option of Client, if Evergreen Solutions is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism List or been engaged in business operations in Cuba or Syria. 22. Miscellaneous.This Agreement: (a) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; (b)may not(except as provided in Section 9 hereof)be assigned by either party hereto without the prior written consent of the other party(any purported assignment hereof in violation of this provision being null and void); (c)may be executed in any number of counterparts, and by any party on separate counterparts,each of which as so executed and delivered shall be deemed an original but all of which together shall constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement as to any party hereto to produce or account for more than one such counterpart executed and delivered by such party; (d)may be amended,modified or supplemented only by a written instrument executed by all of the parties hereto; and (e)embodies the entire agreement and understanding of the parties hereto in respect of the transactions contemplated hereby and supersedes all prior agreements and understandings among the parties with respect thereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Evergreen Solutions, LLC --------------------------------------------------- Jeff Ling,President 4 Page 7 Monroe County Digitally signed by Christine Christine Hurle Hurley Y DDt ate:2025.05.14 08:01:07 -04'00' Christine Hurley,County Administrator Page 8 w Evergreen Solutions, LLC 2528 Barrington Circle ° Unit#201 - Tallahassee, Florida 32308 850.383.01 1 l fax 850.383.151 1 April 23' 2O25 Bryan Cook Director, Employee Services Monroe County 1100Gimnntnn Street Key West, Florida 33040 SUBK8|TTED VIA EMAIL: Dear Mr. Cook: We appreciate the opportunity to submit this letter proposal to conduct a salary survey of the Airport Executive Director position for Monroe County. VVe can conduct the following tasks mtanall-inclusive cost of$5,DOD. ^ hold kick-off meeting tofinalize project planning; ^ identify peers for salary survey; ^ develop and collect market survey data: ^ validate and analyze data collected; ^ utilize any secondary data, if needed; and ^ prepare and submit summary market report. P|eooa let me know if you have any questions. | can be reached at(850) 383-0111 or via email at . Sinmano|}\ ow;f Jeffrey Ling, PhD. President Evergreen Solutions, LLC v/vvv/Consu|cEve/_groen.com MONROE COUNTY, FLORIDA REQUEST FOR WAIVER OF INSURANCE REQUIREMENTS It is requested that the insurance requirements, as specified in the County's Schedule of Insurance Requirements,be waived or modified on the following contract. Contractor/Vendor: Evergreen Solutions .,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,e_......_e . ........,,.,,_..... .... Project or Service: Salary Survey Contractor/Vendor 2528 Barrington Circle, Unit 201 Address&Phone#: g Tallahassee, FL 32308 / (850) 383-0111 General scope of Work: Salary survey of one position Reason for Waiver or Cost of contract ......................... _....._ ........_... Modification: Policies Waiver or Modification will apply to: . ....... Signature of Contractor/Vendor: _.._......... — Date: 5/12/2025 Approved Not Approved Risk Management Signature:_ Date: County Administrator appeal: Approved: Not Approved: Date: Board of County Commissioners appeal: Approved: ............ Not Approved: Meeting Date: