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HomeMy WebLinkAbout08/26/2025 Agreement Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT,SUMMARY FORM FOR CONTRACTS $1,00,000.00 and Under Contract with- Steel in The Air Con tract 9 Effective Date: Expiration Date: Contract Purpose/Description: Valuation and appraisal of County Owned Communication Towers to determine market value rates for four(4)2026 lease renewals and two(2)'new co-location requests for tower space. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Suzi Rubio; 0700 26 CONTRACT COSTS Total Dollar Value of Contract: $ 17,500 Current Year Portion: $ 17 500 (must be$100,000.00 or less) ' (If multiyear agreement then requires BOCC approval,unless the iowl ainni.hliir c is `>IQlfl flflfl.flf)or Iw�kk). Budgeted? Yes Nov Grant: $ County Match: $ Fund/Cost Center/Spend Cate o : 001�CC22001 SCO0038 ADDITIONAL COSTS Estimated Ongoing Costs: $0 /yr For: (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES ✓ O CONTRACT REVIEW Reviewer Date In t �,14,v Digitally signed by Kevin G.Wilson,P.E Department Head Signature: . " ' Date 2025.08.2511'.31'.40-04'00' Jeni-Lee MacLaughlin Digitally signed by Jeni-Lee MacLaughlin County Attorney Signature: Date.2026.08.2515'.03'.31-04'00' Jaclyn Flatt Digitally signed by Jaclyn Flatt Risk Management Signature: Date.2026.08.2515'.0713-04'00' Purchasing Signature: Lisa Abreu Digitally s Date 2025 signed Abreu '. . . 12'.24'.29-04'00' Angelica Malcosky Digitally signed by Angelica Malcosky OMB Signature: Date'.2026.08.26 14'.39.06-04'00' Comments: Revised BOCC 4/19/2023 Page 84 of 105 CONSULTING AGREEMENT THIS AGREEMENT is entered into this 22nd day of August, 2025, by and between Steel in the Air, Inc. a Florida Corporation, with a main office located at 8337 Oswego Road, Baldwinsville, NY 13027 ("Consultant"), and Monroe County Board of County Commissioners ("County") having a place of business at 1100 Simonton Street, Suite 2-205, Key West, Florida 33040. WHEREAS, Consultant is a consultant regarding wireless communications structures utilized for the transmission and reception of wireless voice and data communications; and WHEREAS, County is in need of consultation services regarding the negotiation of an expiring cell site leases on County's Property, NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and both parties intending to be legally bound, the parties hereto agree as follows: 1. SERVICES. TASK 1 Consultant's Services Expiring Colocation Lease Assessment. Consultant agrees to perform Consultation Services ("Services") for County in regard to the proposed renewal offer for the cellular tower lease on County's property. Consultant will review the fiscal terms for the Proposed Cellular Lease Amendment between the County and Wireless Service Provider/Tower Company. • Deliverables: Consultant will provide a written analysis and summary of findings in regard to the proposed extension offer for the existing lease to include the Following: o Review of the business terms and conditions in the Current Leases. o Review of proposed terms and conditions in the Proposed Lease Extension Amendment. o Analyze local zoning regulations to determine restrictions on new or alternative sites as alternatives for the Wireless Service Provider. o Identify other Alternative Properties and evaluate them against County's o site. o Identify and review other existing Towers/Cell Sites in the Area. o Identify and review potential for additional Colocation at the Subject Site. o Review the probability of tenant(s) staying and review any identifiable increased risk for early termination and the valuation of those leases going forward. o Provide comparable lease data points for similar Existing Leases in the o area of County's site. o Provide comparable lease data points for similar Lease Extensions. o Recommend appropriate Lease Rate, Escalation, Signing Bonus, Fee Reimbursement. o Provide on-going guidance, as well as any follow-up questions and answers, as required by County for a period of 12 months after delivery of the written Assessment by Consultant. o Review of the non-legal business terms of the proposed lease (if any) and recommend best practices to County. o County specifically understands and acknowledges that this review is not a legal review of the lease and is not intended to take the place of a legal review of lease. County should have any legal document reviewed by an attorney. • Completion and Delivery: 5 weeks for delivery of an Expiring Colocation Lease Assessment report. TASK 2 Consultant's Services Proposed Colocation Lease Assessment. Consultant will review the fiscal terms for the Proposed Cellular Lease between the County and Wireless Service Provider/Tower Company. • Deliverables: Consultant will provide a written analysis and summary of findings in regard to the proposed colocation lease to include the Following: o Review of the business terms and conditions in the Proposed Leases. o Analyze local zoning regulations to determine restrictions on new or alternative sites as alternatives for the Wireless Service Provider. o Identify and review other existing Alternative Properties and Evaluate o them against County's site. o Identify and review potential for additional Co-Location at the County's o site. o Provide comparable lease data points for similar existing leases in the o County's area. o Review of proposed offer and analysis/discussions of the parties making such offers, and other potential terms that the County may not have considered. o Suggestions on how to improve the agreement to maximize the County's o interests. o Recommend appropriate Lease Rate, Escalation, Signing Bonus, Fee Reimbursement. o Provide on-going guidance and address follow-up questions as required by County for a period of twelve months upon retention by County of service component. o Review of the non-legal business terms the proposed lease (if any) and recommend best practices to County. o County specifically understands and acknowledges that this review is not a legal review of the lease and is not intended to take the place of a legal review of lease. County should have any legal document reviewed by an attorney. • Completion and Delivery: 3 weeks for delivery of an Expiring Colocation Lease Assessment report. 2. CONSULTANT'S PERFORMANCE. General. Consultant represents and warrants to County that it has the necessary professional expertise, skills, and abilities to perform the Services and to perform all its duties and obligations as set forth in this Agreement in accordance with the highest standards of skill, expertise, and diligence consistent with those of other firms performing similar services in the telecommunications industry. Outside Consultants. From time to time, Consultant may believe that it is necessary to discuss the Service with outside technical consultants, including but not limited to real estate appraisers or radio frequency engineers. Consultant will provide County with an Estimate for Outside Consulting Services which shall include at a minimum a description of the reason why an outside consultant is needed, a resume or other documentation of the outside consultant's ability to provide the needed service or information, and a not to exceed price for the services of the consultant. Consultant will not enlist any Outside Consultant without the prior written acceptance by the County of the Estimate. 3. COMPENSATION. Fees and Expenses. County, in exchange for the Services rendered by Consultant pursuant to this Agreement, shall pay Consultant $17,500.00, to be paid after completion and delivery of the following assessments. Location Co-Location Tenant Assessment Type Plantation Key AT&T Lease Expiration Task 1 Plantation Key T-Mobile Proposed Lease Task 2 Grassy Key T-Mobile Lease Expiration Task 1 North Key Largo C905 T-Mobile Lease Expiration Task 1 North Key Largo C905 AT&T Proposed Lease Task 2 Scout Key T-Mobile Lease Expiration (Task 1) All remittances shall be sent to: Steel In The Air, Inc, Attention Accounts Receivable, 1880 O'Shea Lane, Marietta, GA 30062. Payment Terms. Consultant shall submit to County an invoice for amounts due for services rendered outlining tasks completed and time utilized. County shall pay any invoice properly submitted by Consultant within forty-five (45) days of receipt in accordance with the Florida Local Government Prompt Payment Act, section 218.74, Florida Statues. Should any invoice not be paid within 45 days of submittal by Consultant, County will pay a late fee on any unpaid balance, as permitted by Florida Statute 218.74. Compensation Not Contingent. County acknowledges that Consultant's services are not tied to the result of any negotiations undertaken by the County with the entity undertaking to lease or use County's land. Consultant warrants only that it will use it best efforts to assist County in the negotiations and does not warrant any specific result or lease rate. 4. TERM. General. This Agreement shall commence on the date first set forth above and, subject to Section 6 hereof, shall expire at the first anniversary of such date. 5. TERMINATION. By County for Convenience. County may request consultant to stop any and all work at any time for any reason. Consultant shall be paid for all work properly performed prior to the termination. By Consultant for Cause. Consultant may terminate performance of this agreement for cause at any time upon written notice to County (including notice by email). 6. NOTICE. Unless otherwise provided herein, any notice or demand required or permitted to be given under this Agreement shall be effective when given in writing and sent by delivery service guaranteeing next day delivery, delivery charges prepaid, as follows: If to Consultant: Ken Schmidt, at the address first set forth above. If to County: Christine Hurley, County Administrator, at the address first set forth above. and Monroe County Attorney's Office 1111 121h Street, Suite 408 Key West, FI 33040 Either party hereto may change the place and/or person for the giving of notice by providing written notice to the other as set forth above. 7. ATTORNEYS' FEES. In the event of any controversy or litigation arising out of the subject matter of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs, including costs of settlement negotiations, mediation or appeals, in addition to all other relief to which such party is otherwise entitled. The parties agree that, as to Consultant, its principals, employees and subconsultants, liability for damages, including attorney's fees and costs shall not exceed the value of this agreement. County specifically understands that, due to the nature of this engagement, Consultant would not have entered this agreement but for this limitation on damages. County specifically agrees that Consultant is not visiting the subject site and is relying upon information from multiple sources, the reliability of such information Consultant cannot and does not warrant. 8. APPLICABLE LAW AND JURISDICTION. The parties expressly agree that the only laws that apply to this Agreement are those of the State of Florida and United States of America, without regard to choice of law principals. The parties waive the privilege of venue and agree that all litigation between them in the state courts will take place exclusively in the Sixteenth Judicial Circuit in and for Monroe County, Florida, and that all litigation between them in the federal courts will take place exclusively in the United States District Court in and for the Southern District of Florida, or United States Bankruptcy Court for the Southern District of Florida, whenever applicable. 9. ARBITRATION. INTENTIONALLY LEFT BLANK. 10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings between them relating hereto. 11. AMENDMENT AND MODIFICATION. No amendment or modification of or supplement to this Agreement will be effective unless it is in writing and duly executed by the parties hereto. 12. ASSIGNMENT. This Agreement contemplates the personal services of Consultant to perform Services. Consultant shall not assign or transfer its interest in this Agreement without the prior written consent of County. 13. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties' successors and permitted assigns, if any. 14. COUNTERPARTS. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 15. NO ADVERSE CONSTRUCTION. This Agreement reflects the joint work product of the parties, and in the interpretation or construction of this Agreement no rule of construction shall be employed which would indicate or require that any provision of the Agreement be construed adversely to either party based upon that party's role in the drafting of this Agreement. 16. PUBLIC RECORDS. County is a public agency subject to Chapter 119, Florida Statutes, as amended from time to time. To the extent Consultant is acting on behalf of the County pursuant to Section 119.0701, Florida Statutes, as amended from time to time, Consultant must comply with all public records laws in accordance with Chapter 119, Florida Statutes. In accordance with state law, Consultant agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the County in order to perform the services. b) Upon request from the County's custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copies within a reasonable time at a cost that does not exceed the costs provided in Chapter 119, Florida Statutes, or as otherwise provided by law. c) Ensure that public records that are exempt, or confidential and exempt, from public records disclosure are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Consultant does not transfer the records to the County. d) Upon completion of the services within this Agreement, at no cost, either transfer to the County all public records in possession of the Consultant or keep and maintain public records required by the County to perform the services. If the Consultant transfers all public records to the County upon completion of the services, the Consultant must destroy any duplicate public records that are exempt, or confidential and exempt, from public records disclosure requirements. If the Consultant keeps and maintains public records upon completion of the services, the Consultant must 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 public records, in a format that is compatible with the information technology systems of the County. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE COUNTY'S CUSTODIAN OF PUBLIC RECORDS AT: MONROE COUNTY ATTORNEYS OFFICE, 1111 12TH STREET, SUITE 408 KEY WEST FL 33040 EMAIL: IPU11::ill,,,,lICIRIECOIRI[; Sa 111 O11'4IROIECOU114"II"'Y If:::I11,,„CO OR PHONE: 305-292-3470. If Consultant does not comply with this section, the County will enforce the Agreement provisions in accordance herewith and may unilaterally cancel this Agreement in accordance with state law. 17. AUDIT RIGHTS. The Consultant must maintain accurate books, records, documents, and other evidence that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Agreement, in accordance with generally accepted accounting principles. County reserves the right to audit the records of the Consultant for the commodities and/or services provided under the contract at any time during the performance and term of the contract and for a period of five (5) after completion of the contract. Such records must be retained by Consultant for a minimum of five (5) years following the close of the Agreement, or the period required for this particular type of project by the General Records Schedules maintained by the Department of State, whichever is longer. The Consultant agrees to cooperate with the County and agrees to submit to an audit as required by the County, or other authorized representative(s) of the State of Florida. The Consultant must allow the County or such other auditing agency to have access to and inspect the complete records of the Consultant in relation to this Agreement at any and all times during normal business hours for the purposes of conducting audits or examinations or making excerpts or transcriptions. The requirements set forth in this paragraph will survive the termination of this Agreement. 18. ETHICS CLAUSE PURSUANT TO MONROE COUNTY ORDINANCE NO. 010-1990 By signing this Agreement, the Consultant warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee in violation of Section 2- 149, Monroe County Code of Ordinances, or any County officer or employee in violation of Section 2-150, Monroe County Code of Ordinances. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee pursuant to Subsection 2-152(b), Monroe County Code of Ordinances. 19. NONCOERSIVE CONDUCT FOR LABOR OR SERVICES As a nongovernmental entity submitting a proposal, executing, renewing, or extending a contract with a government entity, Consultant is required to provide an affidavit under penalty of perjury attesting that Consultant does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As an authorized representative of Consultant, I certify under penalties of perjury that Consultant does not use coercion for labor or services as prohibited by Section 787.06. Additionally, Consultant has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. 20. COUNTY SUSPENDED VENDOR LIST AND DISCRIMINATORY VENDOR LIST The eligibility of persons to bid for an award of County contract(s), or enter into a contract, may be suspended pursuant to sec. 2-347(I) of the Monroe County Code of Ordinances. In the event an eligible person is suspended by the County after the contract is awarded, or a suspended person is employed to perform work (e.g. subcontractor in a bid or contract) pursuant to a County contract, same shall constitute a material breach of the contract. The County, in its sole discretion, may terminate the contract with no further liability to the Consultant beyond payment of the portion of the contract price that may be due for work satisfactorily completed up to the date of termination, and hereby reserves all other rights and remedies available at law or in equity. Consultant hereby acknowledges its continuous duty to disclose to the County if the Consultant or any of its affiliates, as defined by Section 287.134(1)(a), Florida Statutes, are placed on the Discriminatory Vendor List. Pursuant to Section 287.134(2)(a),Florida Statutes: "An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a Consultant, supplier, subconsultant, or consultant under a contract with any public entity; and may not transact business with any public entity." 21. E-VERIFY Effective January 1, 2021, public and private employers, consultants, contractors and subcontractors must require registration with, and use of the E-verify system in order to verify the work authorization status of all newly hired employees. Consultant acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: a) All persons employed by Consultant to perform employment duties within Florida during the term of the contract; and b) All persons (including subvendors/subconsultants/subcontractors) assigned by Consultant to perform work pursuant to the contract with the County. The Consultant acknowledges and agrees that use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the County. By entering into this Agreement, the Consultant becomes obligated to comply with the provisions of Section 448.095, Florida Statutes, "Employment Eligibility," as amended from time to time. This includes, but is not limited to, utilization of the E-Verify System to verify the work authorization status of all newly hired employees, and requiring all subconsultants to provide an affidavit to Consultant attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. Consultant agrees to maintain a copy of such affidavit for the duration of this Agreement. Failure to comply with this paragraph will result in the termination of this Agreement as provided in Section 448.095, Florida Statutes, as amended, and Consultant may not be awarded a public contract for at least one (1) year after the date on which the Agreement was terminated. Consultant will also be liable for any additional costs to County incurred as a result of the termination of this Agreement in accordance with this Section. Upon executing this Agreement, Consultant will provide proof of enrollment in E-verify to the County. 22. SCRUTINIZED COMPANIES Consultant hereby certifies that it: a) has not been placed on the Scrutinized Companies that Boycott Israel List, nor is engaged in a boycott of Israel; b) has not been placed on the Scrutinized Companies with Activities in Sudan List nor the Scrutinized Companies with Activities in the Iran Terrorism Sectors List (formerly the Iran Petroleum Energy Sector List); and c) has not been engaged in business operations in Cuba or Syria. If County determines that Consultant has falsely certified facts under this paragraph, or if Consultant is found to have been placed on a list created pursuant to Section 215.473, Florida Statutes, as amended, or is engaged in a boycott of Israel after the execution of this Agreement, County will have all rights and remedies to terminate this Agreement consistent with Section 287.135, Florida Statutes, as amended. The County reserves all rights to waive certain requirements of this paragraph on a case-by-case exception basis pursuant to Section 287.135, Florida Statutes, as amended. Beginning January 1, 2024, the County must not enter into a contract that grants access to an individual's personal identifying information to any Foreign Country of Concern such as: People's Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, unless the Consultant provides the County with an affidavit signed by an authorized representative of the Consultant, under penalty of perjury, attesting that the Consultant does not meet any of the criteria in subparagraphs (2)(a)-(c) of Section 287.138, Florida Statutes, as may be amended. Beginning January 1, 2025, the County must not extend or renew any contract that grants access to an individual's personal identifying information unless the Consultant provides the County with an affidavit signed by an authorized representative of the Consultant, under penalty of perjury, attesting that the Consultant does not meet any of the criteria in subparagraphs (2)(a)-(c) of Section 287.138, Florida Statutes, as may be amended. Violations of this Section will result in termination of this Agreement and may result in administrative sanctions and penalties by the Office of the Attorney General of the State of Florida. Steel In The Air,Inc. is not owned by the government of a Foreign Country of Concern, is not organized under the laws of nor has its Principal Place of Business in a Foreign Country of Concern, and the government of a Foreign Country of Concern does not have a Controlling Interest in the entity. Under penalties of perjury, I declare that I have read the foregoing statement and that the facts stated in it are true. Printed Name: Gypsy Mims Title: Vice President Signature: — Date: 8/22/2025 23. PUBLIC ENTITY CRIMES STATEMENT Pursuant to Section 287.133(2)(a), Florida Statutes, as amended from time to time, Consultant hereby certifies that neither it nor its affiliate(s) have been placed on the convicted vendor list following a conviction for a public entity crime. If placed on that list, Consultant agrees: to immediately notify the County and is prohibited from providing any goods or services to a public entity; it may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; it may not submit bids on leases of real property to a public entity; it may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and, it may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for Category TWO ($35,000), as may be amended, for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. 24. NONDISCRIMINATION The Consultant and County agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. Consultant agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the basis of race, color, religion, sex 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 disability; 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) The Pregnant Workers Fairness Act (PWFA) pursuant to 42 U.S.C. 2000gg et seq.; and 12) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 25. SIGNATORY AUTHORITY Upon request, the Consultant must provide the County with copies of requisite documentation evidencing that the signatory for Consultant has the authority to enter into this Agreement. 26. SEVERABILITY Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The non-enforcement of any provision by either party will not constitute a waiver of that provision nor will it affect the enforceability of that provision or of the remainder of this Agreement. 27. NON-COLLUSION By signing this Agreement, Consultant certifies under penalty of perjury that the price proposed by Consultant was arrived at independently without collusion, consultation, or communication for the purpose of restricting competition; and no attempt has been made to induce another person or entity to submit a proposal, or not submit, for the purpose of restricting competition in the award of this Project. 28. 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 County in his or her individual capacity, and no member, officer, agent or employee of County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 29. INDEMNIFICATION / HOLD HARMLESS The Consultant covenants and agrees to defend, indemnify and hold harmless Monroe County Board of County Commissioners, and its elected and appointed officers, officials, agents, and employees from any and all claims for bodily injury, including death, personal injury, and property damage, including damage to property owned by Monroe County, and any other losses, damages, and expenses of any kind, including attorneys' fees, costs and expenses, which arise out of, in connection with, or by reason of services provided by the Consultant or any of its Subconsultant(s) in any tier, occasioned by the negligence, recklessness, or intentionally wrongful conduct of the Consultant, or its Subconsultant(s) in any tier, their officers, employees, servants or agents. In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of the Consultant's failure to purchase or maintain the required insurance, the Consultant shall indemnify the County from any and all increased expenses resulting from such delay. Should any claims be asserted against the County by virtue of any deficiency or ambiguity in the plans and specifications provided by the Consultant, the Consultant agrees and warrants that Consultant shall hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the County's behalf. The first ten dollars ($10.00) of remuneration paid to the Consultant is consideration 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 agreement. This indemnification shall survive the expiration or earlier termination of the Agreement. 30. NO SOLICITATION The County and Consultant warrant that, in respect to itself. it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONSULTANT agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 31. INSURANCE REQUIREMENTS Consultant shall incur insurance policies written by companies licensed to do business in the State of Florida and have an agent for service of process in the State of Florida. The requested insurance shall be maintained at all times while Consultant is providing service to County. The County requires the following insurance policies for this agreement. Workers' Compensation Employers' liability Insurance Statutory Limits Bodily Injury by Accident $100,000 Bodily Injury by Disease, policy limits $500,000 Bodily Injury by Disease, each employee $100,000 General Liability Minimum Acceptable Limit (Combined Single Limit) $300,000 General liability, at a minimum, requires coverage for premises operations, products and complete operations, blanket contractual liability, and personal injury. Vehicle Liability $50,000 per Person: $100,000 per Occurrence $25,000 Property Damage $100,000 Combined Single Limit Professional Liability $300,000 per Occurrence $500,000 Aggregate 32. INDEPENDENT CONTRACTOR This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Consultant is an independent contractor under this Agreement and not the County's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. The Consultant will retain sole and absolute discretion in the judgment of the manner and means of carrying out Consultant's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement will be those of Consultant, which policies of Consultant will not conflict with County, State, or United States policies, rules or regulations relating to the use of Consultant's funds provided for herein. The Consultant agrees that it is a separate and independent enterprise from the County, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement must not be construed as creating any joint employment relationship between the Consultant and the County and the County will not be liable for any obligation incurred by Consultant, including but not limited to unpaid minimum wages and/or overtime premiums. 33. Covenant of No Interest County and Consultant convenant 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. 34. AUTHORIZATION TO DO BUSINESS Pursuant to Florida Statutes 07.1501 and 607.1502, the Consultant must be registered to do business in Florida. 35. SECTION HEADINGS. The section headings used in this Agreement are for convenience of reference only and shall not be considered for the purpose of interpreting or construing the provisions hereof. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written. Authorized Officer on behalf of Consultant: Monroe County Administrator Christine Digitally signed by Christine Hurley Hurley Date:2025.08.26 By: `- By: _ 17:04:07-04'00' Name: Gypsy Mims Name: Christine Hurley Title: Vice President Date: Approved as to legal form & sufficiency: Jeni-Lee Mac Lau hlin Digital yslg"ed by'eni-lee Mac Laugh I in Date:2025.08.2209:29:35-04'00' Jeni-Lee MacLaughlin, Assistant County Attorney DATE A RD° CERTIFICATE OF LIABILITY INSURANCE 08/13/2025YYY) 08/13/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: MARSH&MCLENNAN AGENCY LLC PHONE FAX A/C,No,Ext: 888 661-3938 A/C,No): 877 872-7604 7701 AIRPORT CTR DR E-MAIL GREENSBORO, NC 27409 ADDRESS: service.center travelers.com (888)661-3938 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:THE TRAVELERS INDEMNITY COMPANY INSURED INSURER B:TRAVELERS CASUALTY COMPANY OF CONNECTICUT STEEL IN THE AIR, INC 1880 O SHEA LN INSURERC: MARI ETTA, GA 30062 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 851196746390422 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS A X 660-2791 M004-25 04/10/2025 04/10/2026 EACH OCCURRENCE $1,000,000 x COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED CLAIMS-MADE FX]OCCUR PREMISES Ea occurrence $300,000 X HIRED/NON OWNED AUTO MED EXP(Any oneperson) $5 000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: '�T $ COMBINED SINGLE LIMIT $ AUTOMOBILE LIABILITY y r$K ° -•�,. (Ea accident) „, �� �. _7 BODILY INJURY(Per person) $ ANY AUTO OWNEDSCHEDULED 8 14 2w ,.»,. m� ...,........... .. AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLA LIAB X occuR AGGREGATE CUP-9K342253-25 04/10/2025 04/10/2026 EACH OCCURRENCE $1,000,000 EXCESS LIAB CLAIMS-MADE $1,000,000 DED X RETENTION$10,000 $ B WORKERS COMPENSATION N/A UB-4K99153A-25 04/10/2025 04/10/2026 X PER EORH AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) AS RESPECTS TO GENERAL LIABILITY,MONROE COUNTY BOCC IS ADDITIONAL INSURED PER FORM XTEND ENDORSEMENT,CG D1 86. CERTIFICATE HOLDER CANCELLATION MONROE COUNTY BOCC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1111 12TH STREET, SUITE 408 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN KEY WEST, FL 33040 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE M, 0 ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD A�" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) O8/12/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Andrew Cambria NAME: tote Mein Andrew Cambria PHONE Ext: 315-699-2631 FAX No: f E-MAIL 6257 Route 31 Suite 2 ADDRESS: andrew.cambria.kg9w@statefarm.com INSURER(S)AFFORDING COVERAGE NAIC# Cicero NY 130399406 INSURERA: State Farm Mutual Automobile Insurance Company 25178 INSURED INSURER B: STEEL IN THE AIR INC INSURER 7 8337 OSWEGO RD INSURER D: INSURER E: BALDWINSVILLE NY 130279246 INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADD SUB POLICY EFF POLICY EXP LTR INSD POLICY NUMBER WVD MM/DD/YYY MM/DD/YYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO CLAIMS-MADE 1:1OCCUR PREMISES (Ea occurrDence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 2393262-E19-52E 11/19/2024 11/19/2025 Ea accident $ ANY AUTO BODILY INJURY(Per person) $ 1,000,000 A OWNED SCHEDULED N N 335 8879-F28-52B 12/28/2024 12/28/2025 BODILY INJURY AUTOS ONLY X AUTOS (Per accident) $ 1,000,000 HIRED NON-OWNED PROPERTY1 ������ AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER $ ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N OFFICER/MEMBER EXCLUDED? N/A Approved by Risk E.L.EACH ACCIDENT $ ❑ (Mandatory in NH) Jaclyn Flatt 8.25.26 E.L.DISEASE-EA EMPLOYEE $ If yes,describe under AL additional insured DESCRIPTION OF OPERATIONS below not required in the E.L.DISEASE-POLICY LIMIT $ Uontract DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Monroe County BOCC ACCORDANCE WITH THE POLICY PROVISIONS. 111 12th Street AUTHORIZED REPRESENTATIVE Suite 408 Key West FL 33040 ��--�- This form was system-generated on 08/12/2025 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1001486 2005 155279 205 01-19-2023 A�" CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 08/12/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT HISCOX Inc. NAME: PHONE 88g 202.3007 FAX 5 Concourse Parkway E-MAIL/CN Ext: A/c No: Suite 2150 ADDRESS: contact@hiscox.com Atlanta GA, 30328 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Hiscox Insurance Company Inc 10200 INSURED INSURER B Steel in the Air, Inc INSURER C 8337 Oswego Rd Baldwinsville, NY 13027 INSURER D 7 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MMIDD/YYYY MMIDD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE1:1 OCCUR DAM AGETORENTED PREMISES Ea occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ POLICY❑ PRO- ❑ JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS , irt;, T Per accident ayAP7 UMBRELLA LAB8'I4.25 OCCUR WAW Okx -y, EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability Y P101.137.711.4 04/28/2025 04/28/2026 Each Claim:$1,000,000 Aggregate:$2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Professional Liability Limit#1:$1,000,000 Ded.#1 $2,500 Ded.#1 Type: Other Limit#2:$2,000,000 Limit#1 Desc. Code: Occurrence Limit#2 Desc. Code:Aggre gate. CERTIFICATE HOLDER CANCELLATION Monroe County BOCC 1 11 1 12th Street SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Suite 408 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Key West, FL 33040 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD