The URL can be used to link to this page

Home My WebLink About2015-230 INDIAN RIVER COUNTY CONTRACT FOR GRANT COMPLIANCE ASSISTANCE SERVICES WITH GUARDIAN COMMUNITY RESOURCE MANAGEMENT, INC THIS CONTRACT was made and entered into this day of 20 1 r, by and between the. Indian River County !j Utilities Department 1801 27t' Street Vero Beach, Florida 32960 a municipal corporation of the State of Florida, holding tax exempt status, hereinafter referred to as the "COUNTY," and- ! Guardian Community Resource Management, Inc. 15000 Citrus Country Drive, Suite 331 Dade City, Florida 33523 a corporation, authorized to do business in the State of Florida, hereinafter referred to as the "CONTRACTOR". The COUNTY and the CONTRACTOR are collectively referred to herein as the "parties". WITNESSETH: WHEREAS, the COUNTY desires to retain the CONTRACTOR for the work identified in the description of services outlined in Exhibit A, and WHEREAS, the COUNTY desires to employ the CONTRACTOR for the performance to support the activities, programs, and projects of the COUNTY upon the I terms and conditions hereinafter set forth, and the CONTRACTOR is desirous of performing and providing such services upon said terms and conditions; and WHEREAS, the CONTRACTOR hereby warrants and represents to the COUNTY that it is competent-and otherwise able to provide professional and high quality If services to the COUNTY; and WHEREAS, all submissions,submitted by the CONTRACTOR to the COUNTY are hereby incorporated to the extent not inconsistent with the terms and conditions as set forth herein j NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto as follows: TABLE OF CONTENTS SECTION 1: DEFINITIONS. ..................................................................................................... 3 SECTION2: CAPTIONS........................................................................................................... 4 SECTION 3: EXTENT OF CONTRACT/ INTEGRATION / AMENDMENT. ............................... 4 SECTION 4: NO GENERAL COUNTY OBLIGATION. ............................................................. 4 SECTION 5: CONTRACTOR UNDERSTANDING OF SERVICES REQUIRED. ...................... 5 SECTION 6: GENERAL PROVISIONS..................................................................................... 5 SECTION 7: CODES AND DESIGN STANDARDS.................................................................. 6 SECTION 8: SUBCONTRACTORS.......................................................................................... 6 SECTION 9: ASSIGNABILITY.................................................................................................. 7 SECTION 10: COMMENCEMENT/IMPLEMENTATION SCHEDULE OF CONTRACT............ 7 SECTION 11: PIGGYBACK PURCHASING CLAUSE. ........................................................... 7 , SECTION 12: LENGTH OF CONTRACT.................................................................................. 7 SECTION 13: DESCRIPTION OF SERVICES.......................................................................... 8 SECTION 14: CONTRACTOR RESPONSIBILITIES................................................................ 8 SECTION 15: COUNTY RIGHTS AND RESPONSIBILITIES. .................................................. 9 SECTION16: WAIVER........................................................................................................... 10 SECTION 17: FORCE MAJEURE. ......................................................................................... 11 SECTION 18: STANDARDS OF CONDUCT. ......................................................................... 11 SECTION19: NOTICES......................................................................................................... 12 SECTION 20: DESIGNATED REPRESENTATIVES. ............................................................. 13 SECTION 21: WORK ORDERS.............................................................................................. 14 SECTION 22: CHANGE ORDERS. ........................................................................................ 15 SECTION 23: COMPENSATION............................................................................................ 15 SECTION 24: INVOICE PROCESS........................................................................................ 16 SECTION 25: TERMINATION OF CONTRACT...................................................................... 17 SECTION 26: TERMINATION BY CONTRACTOR FOR CAUSE........................................... 17 SECTION 27: TERMINATION BY THE COUNTY WITHOUT CAUSE.................................... 18 SECTION 28: PAYMENT IN THE EVENT OF TERMINATION............................................... 18 SECTION 29: ACTION FOLLOWING TERMINATION. .......................................................... 18 SECTION30: SUSPENSION.................................................................................................. 18 SECTION 31: ALTERNATIVE DISPUTE RESOLUTION (ADR)............................................. 19 SECTION 32: SEVERABILITY............................................................................................... 19 SECTION 33: CONTROLLING LAWS/VENUE/INTERPRETATION. ..................................... 19 SECTION 34: INDEMNITY. .................................................................................................... 20 SECTION35: INSURANCE.................................................................................................... 20 SECTION 36: EQUAL OPPORTUNITY EMPLOYMENT/NON-DISCRIMINATION................. 22 SECTION 37: ACCESS TO RECORDS/AUDIT/PUBLIC RECORDS. .................................... 22 SECTION 38: COUNTERPARTS. .......................................................................................... 23 SECTION39: SUBMITTALS.................................................................................................. 23 SECTION 40: EXHIBITS......................................................................................................... 25 i 2 SECTION 1: DEFINITIONS. Ad Valorem - In proportion to the estimated value of the goods taxed Contract — This document and all subsequent Work Orders between the COUNTY and CONTRACTOR Each Exhibit, as identified below, even if not physically attached, shall be treated as if they were part of this Contract Billing Period —The period of time between project commencement to the close of the current period, (inclusive); or from the close of the previous billing period, (exclusive), to the close of the current period, usually concurrent with the month In no case shall this period be less than one calendar month except for the final Billing Period. Bona Fide - Made or carried out in good faith; sincere. COUNTY — Indian River County, a municipal corporation of the State of Florida holding tax exempt status. CONTRACTOR - To include all, principals of the CONTRACTOR including, but not limited to, full and part time employees, professional or otherwise, and all other agents employed by or for the CONTRACTOR to perform its obligations hereunder. Description of Services - Shall be written in paragraph form reasonably describing those services the COUNTY can expect the CONTRACTOR to provide. The description shall be written in such a manner that the type of service is clearly provided, but broad enough that all services reasonably expected of the CONTRACTOR, including services provided by partners, subcontractors, and other supporting professionals, can be provided to the COUNTY Designated Representative —A person who administers, reviews, and coordinates the provision of services. This definition applies equally to the COUNTY and to the CONTRACTOR. Force Majeure - Force Majeure shall include, but not be limited to, hostility, revolution, civil commotion, strike, epidemic, fire, flood, wind, earthquake, explosion, any law, proclamation, regulation, or ordinance or other act of government, or any act of God or any cause whether of the same or different nature, existing or future; provided that the cause whether or not enumerated in this Contract is beyond the control and without the fault or negligence of the party seeking relief under this Contract. Law - Said phrase shall include statutes, codes, rules, and regulations of whatsoever type or nature enacted or adopted by a governmental entity of competent jurisdiction Pari Materia — of the same matter; on the same subject. Laws pari materia must be construed with reference to each other/together when related to the same matter or subject. The provisions of a Contract are to be construed together with no isolated construction of a particular provision such that it would defeat the overall intent of the Contract. 3 Submittals — Any item required by this Contract that the CONTRACTOR must provide the COUNTY either for inclusion as part of this Contract or not Type of Service — Grant Compliance Assistance Services of a professional nature in accordance with the controlling provisions of law, Work Order - A detailed description of quantities, services, and a completion schedule provided issued by the COUNTY on its approved form which, on occasion, may contain documents published on CONTRACTOR letterhead describing all work associated with the service to be provided by the CONTRACTOR to the COUNTY for an agreed price referencing this Contract by title and date. SECTION 2: CAPTIONS. The Section headings and captions of this Contract are for convenience and reference only, and in no way define, limit, or describe the scope or intent of this Contract or any part thereof, or in any way affect this Contract or construe any provision of this Contract. SECTION 3: EXTENT OF CONTRACT/INTEGRATION/AMENDMENT. (a) This Contract, together with the Exhibits, constitutes the entire integrated Contract between the COUNTY and the CONTRACTOR and supersedes all prior written or oral understandings in connection therewith. This Contract, and all the terms and provisions contained herein, including without limitation the Exhibits attached, constitute the full and complete Contract between the parties hereto to the date hereof, and supersedes and controls over any and all prior agreements, understandings, representations, correspondence, and statements, whether written or oral (b) This Contract may only be amended, supplemented, or modified by a formal .written amendment mutually accepted by the parties hereto. (c) Any alterations, amendments, deletions, or waivers of the provisions of this Contract shall be valid only when expressed in writing and duly signed by the parties (d) The Exhibits made part of this Contract are as follows. Exhibit A - Description of Services Exhibit B - Certificate of Liability Insurance Exhibit C - COUNTY Work Order Form Exhibit D - ADA Form Exhibit E - Price Schedule I+ SECTION 4: NO GENERAL COUNTY OBLIGATION. (a) In no event shall any obligation of the COUNTY under this Contract be or i constitute a general obligation or indebtedness of the COUNTY, a pledge of the Ad Valorem taxing power of the COUNTY or a general obligation or indebtedness of the COUNTY within the meaning of the Constitution of the State of Florida or any other applicable laws, but shall be payable solely from legally available revenues and funds. (b) The CONTRACTOR shall not have the right to compel the exercise of the Ad Valorem taxing power of the COUNTY. 4 SECTION 5: CONTRACTOR UNDERSTANDING OF SERVICES REQUIRED. (a) Execution of this Contract by the CONTRACTOR is a representation that the CONTRACTOR is familiar with local conditions and with the services to be performed The CONTRACTOR shall make no claim for additional time or money based upon its failure to comply with this Contract The CONTRACTOR has informed the COUNTY, and hereby represents to the COUNTY, that it has extensive experience in performing and providing the services and/or goods described in this Contract and to be identified in the Work Orders, and that it is well acquainted with the components that are properly and customarily included within such projects and the requirements of laws, ordinances, rules, regulations, or orders of any public authority or licensing entity having jurisdiction over COUNTY Projects. Execution of a Work Order shall be an affirmative and irrefutable representation by the CONTRACTOR to the COUNTY that the CONTRACTOR is fully familiar with any and all requisite work conditions of the provisions of the services. (b) The recitals herein are true and correct and form and constitute a material part of this Contract upon which the parties have relied. (c) It is agreed that nothing herein contained is intended or should be construed as in any manner creating or establishing a relationship of co-partners between the parties, or as constituting the CONTRACTOR (including, but not limited to, its officers, employees, and agents) the agent, representative, or employee of the COUNTY for any purpose, or in any manner, whatsoever. The CONTRACTOR is to be and shall remain forever an independent Contractor with respect to all services performed under this Contract. (d) Persons employed by the CONTRACTOR in the provision and performance of the services and functions pursuant to this Contract shall have no claim to pension, workers' compensation, unemployment compensation, civil service or other employee rights or privileges granted to the COUNTY'S officers and employees either by operation of law or by the COUNTY. SECTION 6: GENERAL PROVISIONS. (a) Each party hereto represents to the other that it has undertaken all necessary actions to execute this Contract, and that it has the legal authority to enter into this Contract, and to undertake all obligations imposed on it. The person(s) executing this Contract for the CONTRACTOR certifies/certify that he/she/they is/are authorized to bind the CONTRACTOR fully to the terms of this Contract. (b) This Contract is for Grant Compliance Assistance Services needed for the + COUNTY'S operations as set forth herein and as otherwise directed by the COUNTY to include all labor and materials that may be required. (c) The CONTRACTOR acknowledges that the COUNTY has retained other Contractors and the coordination between said Contractors and the CONTRACTOR may be necessary from time to time for the successful completion of each Work Order. The II CONTRACTOR agrees to provide such coordination as necessary within the Scope of Services as contained in Section 13, Description of Services 5 (d) • The CONTRACTOR agrees to provide and ensure coordination between goods / services providers (e) Time is of the essence of the lawful performance of the duties and obligations contained in this Contract to include, but not be limited to, each Work Order The parties covenant and agree that they shall diligently and expeditiously pursue their respective obligations set forth in this Contract and each Work Order. I' (f) The CONTRACTOR shall maintain an adequate and competent staff or professionally qualified persons throughout the performance of this Contract to ensure acceptable and timely completion of each Work Order. (g) Requirements for signing and sealing plans, reports, and documents prepared by I' the CONTRACTOR shall be governed by the laws and regulations of Indian River County and State Regulatory agencies. (h) The CONTRACTOR hereby guarantees the COUNTY that all material, supplies, services, and equipment as listed on a Work Order meet the requirements, specifications, and standards as provided for under the Federal Occupational Safety and Health Act of 1970, from time to time amended and in force on the date hereof (i) No claim for services furnished by the CONTRACTOR not specifically provided for herein shall be honored by the COUNTY. SECTION 7: CODES AND DESIGN STANDARDS. (a) All the services to be provided or performed by the CONTRACTOR shall in the minimum be in conformance with commonly accepted industry and professional codes and standards, standards of the COUNTY, and the laws of any Federal, State, or local regulatory agencies. (b) The CONTRACTOR shall be responsible for keeping apprised of any changing laws applicable to the services to be performed under this Contract. SECTION 8: SUBCONTRACTORS. (a) Any proposed Subcontractor shall be submitted to the COUNTY for written approval prior to the CONTRACTOR entering into a subcontract. Subcontractor information shall include, but not be limited to, State registrations, business address, occupational license tax proof of payment, and insurance certifications. (b) The CONTRACTOR shall coordinate the provision of services and work product i of any COUNTY approved subcontractor and remain fully responsible for such services and work under the terms of this Contract. (c) Any subcontract shall be in writing and shall incorporate this Contract and require the subcontractors to assume performance of the CONTRACTOR duties commensurately with the CONTRACTOR'S duties to the COUNTY under this Contract, it being understood that nothing herein shall in any way relieve the CONTRACTOR from any of its duties under this Contract. The CONTRACTOR shall provide,the COUNTY with executed copies of all subcontracts. 6 SECTION 9: ASSIGNABILITY. The CONTRACTOR shall not sublet, assign, or transfer any interest in this Contract, or claims for the money due or to become due out of this Contract to a bank, trust company, or other financial institution without written COUNTY approval. When approved by the COUNTY, written notice of such assignment or transfer shall be furnished promptly to the COUNTY SECTION 10: COMMENCEMENT / IMPLEMENTATION SCHEDULE OF CONTRACT. (a) The CONTRACTOR shall commence the provision of services as described in this Contract immediately upon execution of this Contract. (b) The CONTRACTOR and the COUNTY agree to make every effort to adhere to the schedules established for the various Work Orders as described in each Work Order. However, if the CONTRACTOR is delayed at any time in the provision of services by any act or omission of the COUNTY, or of any employee of the COUNTY, or by any other Contractor employed by the COUNTY, or by changes ordered by the COUNTY, or by strikes, lock outs, fire, unusual delay in transportation, unavoidable casualties, or any other causes of Force Majeure not resulting from the inactions or actions of the CONTRACTOR and beyond the CONTRACTOR'S control which would not reasonably be expected to occur in connection with or during performance or provision of the services, or by delay authorized by the COUNTY pending a decision, or by any cause which the COUNTY shall decide to justify the delay, the time of completion shall be extended for such reasonable time as the COUNTY may decide in its sole and absolute discretion. It is further expressly understood and agreed that the CONTRACTOR shall not be entitled to any damages or compensation, or be reimbursed for any losses on account of any delay or delays resulting from any of the aforesaid causes or any other cause whatsoever. SECTION 11: PIGGY BACK PURCHASING CLAUSE. This contract shall be for the use of Indian River County In addition, other political subdivisions and/or local governments may also participate at their discretion and responsibility. Any eligible agency may elect to participate on this contract if the CONTRACTOR also agrees to do so. SECTION 12: LENGTH OF CONTRACT. (a) The term of this Contract is for three (3) years commencing on the date of full execution of this Contract by the parties. (b) The CONTRACTOR services shall begin upon written notification to proceed by the COUNTY. (c) CONTRACTOR services shall be on a work order basis and may include matters such as serving as an expert witness. (d) Subsequent to the conclusion of the initial three (3) year term, this Contract may be renewed annually, at the COUNTY's discretion and with COUNTY Board of County Commissioners approval, for a maximum of two (2) additional years. Should the 7 COUNTY wish to not have Contract renewed for any year, the COUNTY shall provide written notice to the CONTRACTOR ninety (90) days prior to the ending date SECTION 13: DESCRIPTION OF SERVICES. (a) The CONTRACTOR agrees to perform grant compliance assistance services for the COUNTY The Description of Services is further and more specifically outlined in Exhibit A. (b) The CONTRACTOR shall diligently and in a professional and timely manner perform and provide the services outlined herein or as included in each subsequently entered Work Order. Unless modified in writing by the parties hereto, the duties of the CONTRACTOR shall not be construed to exceed the provision of the services pertaining to this Contract. (c) The COUNTY and CONTRACTOR agree that there may be certain additional services required to be performed by the CONTRACTOR during the performance of the Work Orders that cannot be defined sufficiently at the time of execution of this Contract. Such services shall be authorized in writing as a Change Order in accordance with Section 21 The Work Orders may contain additional instructions or provide specifications upon certain aspects of this Contract pertinent to the work to be undertaken. Such supplemental instructions or provisions shall not be construed as a modification of this Contract. SECTION 14: CONTRACTOR RESPONSIBILITIES. (a) The CONTRACTOR shall be responsible for the professional quality, accepted standards, technical accuracy and the coordination of all services furnished by the CONTRACTOR under this Contract as well as the conduct of its staff, personnel, employees, and agents The CONTRACTOR shall work closely with the COUNTY on all aspects of the provision of the services. With respect to services, the CONTRACTOR shall be responsible for the professional quality, technical accuracy, competence, methodology, accuracy, and the coordination of all of the following which are listed for illustration purposes and not as a limitation documents, analysis, reports, data, plans, !� plats, maps, surveys, specifications, and any and all other services of whatever type or nature furnished by the CONTRACTOR under this Contract. The CONTRACTOR shall, without additional compensation, correct or revise any errors or deficiencies in his plans, analysis, data, reports, designs, drawings, specifications, and any and all other services of whatever type or nature. (b) The CONTRACTOR shall furnish a Contractor Designated Representative to administer, review, and coordinate the provision of services under this Contract and under each Work Order. (c) Neither COUNTY review, approval, or acceptance of, nor payment for, any of the services required under this Contract shall be construed to operate as a waiver of any rights or of any cause of action arising out of the performance of this Contract. The CONTRACTOR shall be and shall remain liable to the COUNTY in accordance with applicable laws for all damages to the COUNTY caused by the CONTRACTOR'S negligent or improper performance or failure to perform any of the services furnished under this Contract. 8 (d) The rights and remedies of the CONTRACTOR, provided for under this Contract, are in addition to any other rights and remedies provided by law (e) In the event the CONTRACTOR fails to comply with the terms and conditions of this Contract, the COUNTY shall notify the CONTRACTOR'S Designated Representative in writing so that the CONTRACTOR may take remedial action. (f) Time is of the essence in the performance of all services provided by the CONTRACTOR under the terms of this Contract and each and every Work Order. (g) CONTRACTOR shall not hire/employ any independent contractors during the term of this Contract without the express written approval of the COUNTY SECTION 15: COUNTY RIGHTS AND RESPONSIBILITIES. (a) The COUNTY shall reasonably cooperate with the CONTRACTOR in a timely fashion at no cost to the CONTRACTOR as set forth in this Section. (b) The COUNTY shall furnish a COUNTY Designated Representative to administer, review, and coordinate the provision of services under each Work Order. (c) The COUNTY shall make COUNTY personnel available where, in the COUNTY'S opinion, they are required and necessary to assist the CONTRACTOR The availability and necessity of said personnel to assist the CONTRACTOR shall be determined solely at the discretion of the COUNTY. (d) The COUNTY shall furnish the CONTRACTOR with existing data, records, maps, plans, specifications, reports, fiscal data, and other engineering information that is available in the COUNTY'S files that is necessary or useful to the CONTRACTOR for the performance of the Work. All such documents conveyed by the COUNTY shall be, and remain the property of, the COUNTY and shall be returned to the COUNTY upon completion of the Work to be performed by the CONTRACTOR i (e) The COUNTY shall examine all CONTRACTOR reports, sketches, drawings, estimates, qualifications, and other documents presented to the COUNTY and indicate the COUNTY'S approval or disapproval within a reasonable time so as not to materially delay the provisions of the services of the CONTRACTOR. (f) The COUNTY shall provide access to and make provisions for the CONTRACTOR to enter upon public and private lands as required for the CONTRACTOR within a reasonable time to perform work as necessary to complete the Work Order. (g) The COUNTY shall transmit instructions, relevant information, and provide ! interpretation and definition of COUNTY policies and decisions with respect to any and all materials and other matters pertinent to the services covered by this Contract. (h) The COUNTY shall give written notice to the CONTRACTOR whenever the COUNTY'S Designated Representative knows of a development that affects the services provided and performed under this Contract, timing of the CONTRACTOR'S 9 provision of services, or a defect or change necessary in the services of the CONTRACTOR (i) The rights and remedies of the COUNTY provided for under this Contract are in addition to any other rights and remedies provided by law; the COUNTY may assert its right of recovery by any appropriate means including, but not limited to, set-off, suit, withholding, recoupment, or counterclaim, either during or after performance of this Contract (j) The COUNTY shall be entitled to recover any and all legal costs including, but not limited to, attorney fees and other legal costs that it may incur in any legal actions it may pursue in the enforcement of the terms and conditions of this Contract or the responsibilities of the CONTRACTOR in carrying out the duties and responsibilities deriving from this Contract (k) The failure of the COUNTY to insist in any instance upon the strict performance of any provision of this Contract, or to exercise any right or privilege granted to the COUNTY hereunder shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. (1) Neither the COUNTY'S review, approval or acceptance of, nor payment for, any of the services required shall be construed to operate as a waiver of any rights under this Contract nor or any cause of action arising out of the performance of this Contract and the CONTRACTOR shall be and always remain liable to the COUNTY in accordance with applicable laws for any and all damages to the COUNTY caused by the CONTRACTOR'S negligent or wrongful provision or performance of any of the services furnished under this Contract (m) All deliverable analysis, reference data, survey data, plans and reports, or any other form of written instrument or document that may result from the CONTRACTOR'S services or have been created during the course of the CONTRACTOR'S performance under this Contract shall become the property of the COUNTY after final payment is made to the CONTRACTOR (n) In the event the COUNTY fails to comply with the terms and conditions of this Contract, the CONTRACTOR shall notify the COUNTY's Designated Representative in writing so that the COUNTY may take remedial action. SECTION 16: WAIVER. The failure of the COUNTY to insist in any instance upon the strict performance of any provision of this Contract, or to exercise any right or privilege granted to the COUNTY hereunder, shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. SECTION 17: FORCE MAJEURE. Neither party shall be considered in default in performance of its obligations hereunder to the extent that performance of such obligations, or any of them, is delayed or prevented-by Force Majeure. 10 SECTION 18: STANDARDS OF CONDUCT. (a) The CONTRACTOR warrants that it has not employed or retained any company or person, other than a Bona Fide employee working solely for the CONTRACTOR, to solicit or secure this Contract and that the CONTRACTOR has not paid or agreed to pay any person, company, corporation, individual, or firm other than a Bona Fide employee working solely for the CONTRACTOR, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award of making this Contract (b) " If the COUNTY determines that any employee or representative of the CONTRACTOR is not satisfactorily performing his or her assigned duties or is demonstrating improper conduct pursuant to any assignment or work performed under this Contract, the COUNTY shall so notify the CONTRACTOR, in writing The CONTRACTOR shall immediately remove such employee or representative of the CONTRACTOR from such assignment I (c) The CONTRACTOR hereby certifies (in writing) that no undisclosed conflict of interest exists with respect to the Contract, including, but not limited to, any conflicts that may be due to representation of other clients, customers or vendors, other contractual relationships of the CONTRACTOR, or any interest in property that the CONTRACTOR may have. The CONTRACTOR further certifies that any conflict of interest that arises during the term of this Contract shall be immediately disclosed in writing to the COUNTY. Violation of this Section shall be considered as justification for immediate termination of this Contract. (d) The CONTRACTOR shall not engage in any action that would create a conflict of interest for any COUNTY employee or other person during the course of performance of, or otherwise related to, this Contract or which would violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics in government (e) The COUNTY shall not intentionally award publicly-funded contracts to any Contractor who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8 U S C. Section 1324a(e) Section 274A(e) of the Immigration and Nationally Act (INA)] The COUNTY shall consider the employment I by the CONTRACTOR of unauthorized aliens, a violation of Section 274A (e) of the INA. Such violation by the CONTRACTOR of the employment provisions contained in Section 274A (e) of the INA shall be grounds for immediate termination of this Contract by the COUNTY. (f) The CONTRACTOR shall comply with the requirements of the Americans with Disabilities Act (ADA), and any and all related Federal or State laws which prohibits discrimination by public and private entities on the basis of disability. j (g) The CONTRACTOR shall not discriminate on the grounds of race, color, religion, sex, or national origin, or disability in the performance of work under this Contract or violate any laws pertaining to civil rights, equal protection, or discrimination. (h) If the CONTRACTOR or an affiliate is placed on a convicted, discriminatory, suspended vendor lists, such action may result in termination by the COUNTY The 11 CONTRACTOR shall certify, upon request by the COUNTY that it is qualified to submit a bid under Section 287 134, Discrimination, (2) (c), Florida Statutes (i) If the CONTRACTOR or an affiliate is placed on the convicted vendor list following a conviction for a public entity crime, such action may result in termination by the COUNTY The CONTRACTOR shall certify, upon request by the COUNTY, that it is qualified to submit a bid under Section 287 133, Public Entity Crime, (2) (a), Florida Statutes 0) The CONTRACTOR shall certify, upon request by the COUNTY, that the CONTRACTOR maintains a drug free workplace policy in accordance with Section 287.0878, Florida Statutes Failure to submit this certification may result in termination. (k) The CONTRACTOR agrees to comply with Federal, State, and local environmental, health, and safety laws and regulations applicable to the services provided to the COUNTY. The CONTRACTOR agrees that any program or initiative involving the work that could adversely affect any personnel involved, citizens, residents, users, neighbors or the surrounding environment shall ensure compliance with any and all employment safety, environmental and health laws. (1) -If applicable, in accordance with Section 216 347, Florida Statutes, the CONTRACTOR shall not use funds provided by this Contract for the purpose of lobbying the Legislature, the Judicial Branch, or State Agency (m) The CONTRACTOR shall not publish any documents or release information regarding this Contract to the media without prior approval of the COUNTY. (n) The CONTRACTOR shall ensure that all services are provided to the COUNTY after the CONTRACTOR has obtained, at its sole and exclusive expense, any and all permits, licenses, permissions, approvals or similar consents (o) The CONTRACTOR shall ensure that all taxes due from the CONTRACTOR are paid in a timely and complete manner including, but not limited to, occupational license tax. SECTION 19: NOTICES. (a) Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended, at the place last specified, and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this Section. (b) For the present, the parties designate the following as the representative places for giving of notice, to-wit: (1) For the COUNTY. Chairman Bob Solari Indian River County Board of County Commissioners 1801 27th Street 12 Vero Beach, Florida 32960 (2) For the CONTRACTOR- Christine Alday President/CEO Guardian Community Resource Management, Inc 15000 Citrus Country Drive, Suite 331 Dade City, FL 33523 352-437-3902 I (c) Written notice requirements of this Contract shall be strictly construed and such requirements are a condition precedent to pursuing any rights or remedies hereunder The CONTRACTOR agrees not to claim any waiver by COUNTY of such notice requirements based upon COUNTY having actual knowledge, implied, verbal or constructive notice, lack of prejudice, or any other grounds as a substitute for the failure of the CONTRACTOR to comply with the express written notice requirements herein. Computer notification (e-mails and message boards) shall not constitute proper written notice under the terms of the Contract. SECTION 20: DESIGNATED REPRESENTATIVES. f (a) The Chairman, or his designated representative, represents the COUNTY in all matters pertaining to and arising from the work and the performance of this Contract. (b) The Chairman or his designated representative shall have the following responsibilities: (1) Examination of all work and rendering, in writing, decisions indicating the COUNTY'S approval or disapproval within a reasonable time so as not to materially delay the work of the CONTRACTOR; I� (2) Transmission of instructions, receipt of information, and interpretation and definition of COUNTY'S policies and decisions with respect to design, materials, and other matters pertinent to the work covered by this Contract, (3) Giving prompt written notice to the CONTRACTOR whenever the COUNTY knows of a defect or change necessary in the project; and (c) Until further written notice, the COUNTY's Designated Representative for this Contract is: Arjuna Weragoda Indian River County Capital Projects Manager i 1801 27th Street, Vero Beach, FL 32960 Telephone Number: (772) 226-1821 (d) Prior to the start of any work under this Contract, the CONTRACTOR shall submit to the COUNTY detailed resumes of key professional personnel that will be involved in performing services described in the work. The COUNTY hereby acknowledges its acceptance of such personnel to perform services under this Contract. At any time hereafter that the CONTRACTOR desires to change key professional 13 personnel in an active assignment, it shall submit the qualifications of the new professional personnel to the COUNTY for prior approval Key professional personnel shall include the principal-in-charge, project managers, and others interfacing with COUNTY personnel (e) Until further written notice, the CONTRACTOR'S Designated Representative for this Contract is 'i J Corbett Alday, Vice President and COO Guardian Community Resource Management, Inc 15000 Citrus Country Drive, Suite 331 Dade City, FL 33523 Main Office Phone (352) 437-3902 SECTION 21: WORK ORDERS. (a) The provision of services to be performed under this Contract may commence immediately upon the execution of this Contract or a Work Order as directed and determined by the COUNTY Services to be provided by the CONTRACTOR to the COUNTY shall be negotiated between the CONTRACTOR and the COUNTY. Each Work Order shall reference this Contract by title and date, include a detailed description of quantities, services, and a completion schedule with fees, and will be provided on i CONTRACTOR letterhead. Services described in said Work Order will commence upon the issuance of a COUNTY Notice-To-Proceed (b) If the services required to be performed by a Work Order is clearly defined, the Work Order shall be issued on a "Fixed Fee" basis The CONTRACTOR shall perform all services required by the Work Order but in no event shall the CONTRACTOR be paid more than the negotiated Fixed Fee amount stated therein. (c) The CONTRACTOR and the COUNTY agree to make every effort to adhere to the schedule established for the various Work Orders described in the Work Order. (d) If the services are not clearly defined, the Work Order may be issued on a "Time Basis Method" and contain a Not-to-Exceed amount. If a Not-to-Exceed amount is provided, the CONTRACTOR shall perform all work required by the Work Order; but in no event shall the CONTRACTOR be paid more than the Not-to-Exceed amount specified in the applicable Work Order (e) For Work Orders issued on a "Fixed Fee Basis," the CONTRACTOR may invoice the amount due based on the percentage of total Work Order services actually performed and completed; but in no event shall the invoice amount exceed a percentage of the Fixed Fee amount equal to a percentage of the total services actually completed. (f) For Work Orders issued on a "Time Basis Method" with a Not-to-Exceed amount, the CONTRACTOR may invoice the amount due for actual work hours performed; but in no event shall the invoice amount exceed a percentage of the Not-to-Exceed amount equal to a percentage of the total services actually completed. 14 (g) Each Work Order issued on a "Fixed Fee Basis" or "Time Basis Method" with a Not-to-Exceed amount shall be treated separately for retainage purposes If the COUNTY determines that work is substantially complete and the amount retained, if any, is considered to be in excess, the COUNTY may, at its sole and absolute discretion, release the retainage or any portion thereof. (h) For Work Orders issued on a "Time Basis Method" with a Not-to-Exceed amount, i the CONTRACTOR may invoice the amount due for services actually performed and completed The COUNTY shall pay the CONTRACTOR one hundred percent (100%) of the approved amount on Work Orders issued on a "Time Basis Method" with a Not-to- Exceed amount SECTION 22: CHANGE ORDERS. (a) The COUNTY may revise the Description of Services set forth in any particular Work Order in writing to be mutually agreed upon by both parties. j (b) Revisions to any Work Order shall be authorized in writing by the COUNTY as a I� Change Order Each Change Order shall include a schedule of completion for the services authorized. Change Orders shall identify this Contract and the appropriate Work Order number The Change Orders may contain additional instructions or provisions specific upon certain aspects of this Contract pertinent to the services to be provided. Such supplemental instructions or provisions shall not be construed as a i modification of this Contract. A Contract between the parties on and execution of any Change Order shall constitute a final settlement and a full accord and satisfaction of all matters relating to the change and to the impact of the change on unchanged goods and/or work, including all direct and indirect costs of whatever nature, and all adjustments to the CONTRACTOR'S schedule. (c) If instructed by the COUNTY, the CONTRACTOR shall change or revise work that has been performed, and if such work is not required as a result of error, omission or negligence of the CONTRACTOR, the CONTRACTOR may be entitled to additional compensation. The CONTRACTOR must submit for COUNTY approval a revised work order with a revised fee quotation. Additional compensation, if any, shall be agreed upon before commencement of any such additional work and shall be incorporated into the work by Change Order to the Work Order. SECTION 23: COMPENSATION. (a) Compensation to the CONTRACTOR for the services performed on each Work Order shall be as set forth in the Work Order No.1 (Exhibit C) for a total sum amount of $50,000.00 (b) The COUNTY shall not pay for reimbursable items such as gas, tolls, mileage, meals, etc. and other items not directly attributable to items produced for each Work Order. (c) Work performed by the CONTRACTOR without written approval by the COUNTY's Designated Representative shall not be compensated. Any work performed by the CONTRACTOR without approval by the COUNTY is performed at the CONTRACTOR'S own election 15 (d) In the event the COUNTY fails to provide compensation under the terms and conditions of this Contract, the CONTRACTOR shall notify the COUNTY's Designated Representative in order that the COUNTY may take remedial action (e) Pricing has been calculated based on the current prices for the goods and/or services that are the subject of. However, the market for the goods and/or services that pertain to this Contract may be volatile on the basis of fuel costs and sudden and substantial price increases could occur. The CONTRACTOR agrees to use its best efforts to obtain the lowest possible prices from fuel suppliers, but should there be a substantial and prejudicial increase in fuel prices for fuel that is purchased after execution of this Contract which fuel prices directly and materially relate to the pricing of the goods and/or services provided for in this Contract, the COUNTY agrees, upon written request from the CONTRACTOR, to consider a reasonable adjustment to the prices set forth in this Contract based upon the following index: Engineering News Record, Construction Cost Index, etc.. Any claim by the CONTRACTOR for a price increase, as provided above, shall state, with specifics to the COUNTY, the increased cost, the product in question, and the source of supply, and shall be supported by invoices or bills of sale and such other information as may be required by the COUNTY. Only one (1) such request from the CONTRACTOR will be considered in each calendar year period. The decision of the COUNTY shall be final and non-appealable SECTION 24: INVOICE PROCESS. (a) Payments shall be made by the COUNTY to the CONTRACTOR when requested as work progresses for services furnished, but not more than once monthly. Each Work Order shall be invoiced separately. The CONTRACTOR shall render to the COUNTY, at the close of each calendar month, an itemized invoice properly dated, describing all services rendered, the cost of the services, the name and address of the CONTRACTOR, Work Order Number, Contract Number and all other information required by this Contract. (b) Invoices which are in an acceptable form to the COUNTY and without disputable items will be processed for payment within thirty (30) days of receipt by the COUNTY. (c) The CONTRACTOR will be notified of any disputable items contained in invoices submitted by the CONTRACTOR within fifteen (15) days of receipt by the COUNTY with an explanation of the deficiencies. (d) The COUNTY and the CONTRACTOR will make every effort to resolve all disputable items contained in the CONTRACTOR'S invoices. (e) Each invoice shall reference this Contract, the appropriate Work Order and Change Order if applicable, and the billing period. (f) The Florida Prompt Payment Act shall apply when applicable (g) Invoices are to be forwarded directly to: West Wabasso Phase II Sewer & East Gifford Drainage Project-UCP 4117 Indian River County 1801 27th Street Vero Beach, Florida 32960 16 SECTION 25: TERMINATION OF CONTRACT. (a) The COUNTY may terminate this.Contract or any Work Order for convenience at any time for one or more of the reasons as follows (1) If, in the COUNTY'S opinion, adequate progress under a Work Order is not being made by the CONTRACTOR, or (2) If, in the COUNTY'S opinion, the quality of the services provided by the CONTRACTOR is/are not in conformance with commonly accepted professional standards, standards of the COUNTY, the requirements of Federal or State regulatory agencies, and the CONTRACTOR has not corrected such deficiencies in a timely manner as reasonably determined by the COUNTY; or (3) The CONTRACTOR or any employee or agent of the CONTRACTOR is indicted or has a direct charge issued against him for any crime arising out of or in conjunction with any work that has been performed by the CONTRACTOR, or (4) The CONTRACTOR becomes involved in either voluntary or involuntary bankruptcy proceedings, or makes an assignment for the benefit of creditors; or (5) The CONTRACTOR violates the Standards of Conduct provisions herein or any provision of State or local law or any provision of the COUNTY Code of Conduct. (b) In the event of any of the causes described in this Section, the COUNTY's Designated Representative may send a certified letter requesting that the CONTRACTOR show cause why the Contract or any Work Order should not be terminated. If assurance satisfactory to the COUNTY of corrective measures to be made within a reasonable time is not given to the COUNTY within fourteen (14) calendar days of the receipt of the letter, the COUNTY may consider the CONTRACTOR to be in default, and may immediately terminate this Contract or any Work Order in progress under this Contract. (c) In the event that this Contract or a Work Order is terminated for cause and it is later determined that the cause does not exist, then this Contract or the Work Order shall be deemed terminated for convenience by the COUNTY and the COUNTY shall have the right to so terminate this Contract without any recourse by the CONTRACTOR SECTION 26: TERMINATION BY CONTRACTOR FOR CAUSE. (a) The CONTRACTOR may terminate this Contract if, (1) The COUNTY materially fails to meet its obligations and responsibilities as contained in Section 15, COUNTY Rights and Responsibilities; or (2) The COUNTY fails to pay the CONTRACTOR in accordance with this Contract 17 i (b) In the event of either of the causes described in Subsection (a), the CONTRACTOR shall send a certified letter requesting that the COUNTY show cause why the Contract should not be terminated If adequate assurances are not given to the CONTRACTOR within fourteen (14) calendar days of the receipt of said show cause notice, the CONTRACTOR may consider the COUNTY to be in default, and may immediately terminate this Contract. SECTION 27: TERMINATION BY THE COUNTY WITHOUT CAUSE. (a) Notwithstanding any other provision of this Contract, the COUNTY shall have the right at any time to terminate this Contract in its entirely without cause, or terminate any specific Work Order without cause, if such termination is deemed by the COUNTY to be in the public interest, provided that thirty (30) calendar days prior written notice is given � to the CONTRACTOR of the COUNTY'S intent to terminate. (b) In the event that this Contract is terminated, the COUNTY shall identify any specific Work Order(s) being terminated and the specific Work Order(s) to be continued �+ to completion pursuant to the provisions of this Contract. (c) This Contract will remain in full force and effect as to all authorized Work Order(s) that is/are to be continued to completion. SECTION 28: PAYMENT IN THE EVENT OF TERMINATION. In the event this Contract or any Work Order is terminated or canceled prior to final completion payment for the unpaid portion of the services provided by the CONTRACTOR to the date of termination and any additional services shall be paid to the CONTRACTOR SECTION 29: ACTION FOLLOWING TERMINATION. Upon receipt of notice of termination, given by either party, the terminated party shall promptly discontinue the provision of all services, unless the notice provides otherwise SECTION 30: SUSPENSION. (a) The performance or provision of the CONTRACTOR services under any Work Order under this Contract may be suspended by the COUNTY at any time. (b) In the event the COUNTY suspends the performance or provision of the CONTRACTOR'S services hereunder, the COUNTY shall so notify the CONTRACTOR in writing. Such suspension becoming effective upon the date stated in the notice The COUNTY shall pay to the CONTRACTOR within thirty (30) days all compensation which has become due to and payable to the CONTRACTOR to the effective date of such j suspension, The COUNTY shall thereafter have no further obligation for payment to the CONTRACTOR for the suspended provision of services unless and until the COUNTY's designated representative notifies the CONTRACTOR in writing that the provision of the services of the CONTRACTOR called for hereunder are to be resumed by the CONTRACTOR 18 (c) Upon receipt of written notice from the COUNTY that the CONTRACTOR'S provision of services hereunder are to be resumed, the CONTRACTOR shall continue to provide the services to the COUNTY. SECTION 31: ALTERNATIVE DISPUTE RESOLUTION (ADR). (a) In the event of a dispute related to any performance or payment obligation arising ;! under this Contract, the parties agree to exhaust any alternative dispute resolution procedures reasonably imposed by the COUNTY prior to filing suit or otherwise pursuing legal remedies (b) The CONTRACTOR agrees that it will file no suit or otherwise pursue legal remedies based on facts or evidentiary materials that were not presented for consideration to the COUNTY in alternative dispute resolution procedures or which the CONTRACTOR had knowledge and failed to present during the COUNTY procedures. (c) In the event that COUNTY procedures are exhausted and a suit is filed or legal remedies are otherwise pursued, the parties shall exercise best efforts to resolve ' disputes through voluntary mediation Mediator selection and the procedures to be �I employed in voluntary mediation shall be mutually acceptable to the parties. Costs of voluntary mediation shall be shared equally among the parties participating in the mediation SECTION 32: SEVERABILITY. (a) If any term, provision or condition contained in this Contract shall, to any extent, be held invalid or unenforceable, the remainder of this Contract, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision, and condition of this Contract shall be valid and enforceable to the fullest extent permitted by law when consistent with equity and the public interest. (b) All provisions of this Contract shall be read and applied in Pari Materia with all other provisions hereof. (c) Violation of this Contract by the CONTRACTOR is recognized by the parties to constitute irreparable harm to the COUNTY. SECTION 33: CONTROLLING LAWSIVENUE / INTERPRETATION. I� (a) This Contract is to be governed by the laws of the State of Florida. (b) Venue for any legal proceeding related to this Contract shall be in the Nineteenth Judicial Circuit Court in and for Indian River County, Florida. f (c) This Contract is the result of bona fide arms length negotiations between the COUNTY and the CONTRACTOR and all parties have contributed substantially and materially to the preparation of the Contract. Accordingly, this Contract shall not be construed or interpreted more strictly against any one party than against any other party. 19 SECTION 34: INDEMNITY. (a) The CONTRACTOR shall indemnify, hold harmless, and defend the COUNTY, from and against any and all claims, damages, losses, and expenses including, but not limited to, attorney's fees, arising out of or resulting from the performance or provision for services required under this Agreement, including damage to persons or property, provided that same is caused in whole or part by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct, or misconduct of the CONTRACTOR, its agents, servants, officers, officials, employees, or subcontractors. (b) Nothing herein shall be deemed to affect the rights, privileges, and immunities of the COUNTY as set forth in Section 768.28, Florida Statutes (c) In claims against any person or entity indemnified under this Section by an employee of the CONTRACTOR or its agents or subcontractors, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Section shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for the CONTRACTOR or its agents or subcontractors, under Workers Compensation acts, disability benefits acts, or other employee benefit acts. (d) The execution of this Contract by the CONTRACTOR shall obligate the II CONTRACTOR to comply with the indemnification provision in this Contract, however, the CONTRACTOR must also comply with the provisions of this Contract relating to insurance coverage's. SECTION 35: INSURANCE. (a) The CONTRACTOR shall obtain or possess and continuously maintain the following insurance coverages, from a company or companies, with a Best Rating of A- or better, authorized to do business in the State of Florida and in a form acceptable to the COUNTY and with only such terms and conditions as may be acceptable to the COUNTY. i I (1) Workers Compensation/Employer Liability: The CONTRACTOR shall provide Worker Compensation insurance for all employees engaged in the work under this Contract in accordance with the laws of the State of Florida. Employers' Liability Insurance at limits not less than the following: $500,000 Each Accident $500,000 Disease Each Employee $500,000 Disease (Policy Limit) (2) Comprehensive General Liability- The CONTRACTOR shall provide coverage for all operations including, but not limited to, contractual, independent Contractor, products and complete operations and personal injury with limits not less than the following: $1,000,000 Bodily Injury & Property Damage - each occurrence $2,000,000 General Aggregate 20 (3) Comprehensive Business Automobile Liability The CONTRACTOR shall provide complete coverage with a combined single limit of not less than $1,000,000 Bodily Injury and Property Damage in accordance with the laws of the State of Florida, as to the ownership, maintenance, and use of all owned, non-owned, leased or hired vehicles (4) Other Required Insurance Coverage Where unusual operations are .I necessary to complete the work, such as use of aircraft or watercraft, use of explosives, and any high risk circumstances No aircraft, watercraft or explosives shall be used without the express advance written approval of the COUNTY which may, thereupon, required additional insurance coverage's (b) All insurance other than Workers Compensation and Professional Liability that must be maintained by the CONTRACTOR shall specifically include the COUNTY as an additional insured. All insurance minimum coverage's extend to any subcontractor, and the CONTRACTOR shall be responsible for all subcontractors. (c) The CONTRACTOR shall provide Certificates of Insurance to the COUNTY evidencing that all such insurance is in effect prior to the issuance of the first Work Order under this Contract. These Certificates of Insurance shall become part of this Contract. Neither approval by the COUNTY nor failure to disapprove the insurance furnished by a CONTRACTOR shall relieve the CONTRACTOR of the CONTRACTOR'S full responsibility for performance of any obligation including the CONTRACTOR'S indemnification•of the COUNTY under this Contract. If, during the period which an insurance company is providing the insurance coverage required by this Contract, an insurance company shall: (1) lose its Certificate of Authority, (2) no longer comply with Section 440.57, Florida Statutes, or (3) fail to maintain the requisite Best's Rating and Financial Size Category, the CONTRACTOR shall, as soon as the CONTRACTOR has knowledge of any such circumstance, immediately notify the COUNTY and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Contract. Until such time as the CONTRACTOR has replaced the unacceptable insurer with an insurer acceptable to the COUNTY, the CONTRACTOR shall be deemed to be in default of this Contract. (d) The insurance coverage shall contain a provision that requires that prior to any changes in the coverage, except increases in aggregate coverage, thirty (30) days prior notice will be given to the COUNTY by submission of a new Certificate of Insurance. (e) The CONTRACTOR shall provide Certificate of Insurance directly to the COUNTY's Designated Representative. The certificate shall clearly indicate that the CONTRACTOR has obtained insurance of the type, amount, and classification required by this Contract. (f) Nothing in this Contract or any action relating to this Contract shall be construed as the COUNTY waiver of sovereign immunity beyond the limits set forth in Section 768.28, Florida Statutes. (g) The COUNTY shall not be obligated or liable under the terms of this Contract to any party other than the CONTRACTOR. There are no third party beneficiaries to this Contract. 21 (h) The CONTRACTOR is an independent Contractor and not an agent, representative, or employee of the COUNTY The COUNTY shall have no liability except as specifically provided in this Contract (i) All insurance shall be primary to, and not contribute with, any insurance or self- insurance maintained by the COUNTY �i SECTION 36: EQUAL OPPORTUNITY EMPLOYMENT/NON-DISCRIMINATION. The CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment for work under this Contract because of race, color, religion, sex, age, national origin, or disability and shall take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, national origin, or disability. This provision shall include, but not be limited to, the following employment, upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or their forms or compensation, and selection for training, including apprenticeship. The CONTRACTOR, moreover, shall comply with all the requirements as imposed by the Civil Rights Act, the regulations of the Federal government issued thereunder, and any and all requirements of Federal or State law related thereto. SECTION 37: ACCESS TO RECORDS/AUDIT/PUBLIC RECORDS. (a) The CONTRACTOR shall maintain books, records, documents, time and costs accounts, and other evidence directly related to its provision or performance of services under this Contract. All time records and cost data shall be maintained in accordance with generally accepted accounting principles. (b) The CONTRACTOR shall maintain and allow access to the records required under this Section for a minimum period of five (5) years after the completion of the provision or performance services under this Contract and date of final payment for said services, or date of termination of this Contract. (c) The COUNTY reserves the right to unilaterally terminate this Contract if the CONTRACTOR refuses to allow public access to all documents, papers, letters, or other materials subject to provisions of Chapter 119, Florida Statutes, and other applicable law, and made or received by the CONTRACTOR in conjunction, in any way, with this Contract. (d) The COUNTY may perform, or cause to have performed, an audit of the records of the CONTRACTOR before or after final payment to support final payment under any j Work Order issued hereunder This audit shall be performed at a time mutually agreeable to the CONTRACTOR and the COUNTY subsequent to the close of the final fiscal period in which services are provided or performed. Total compensation to the CONTRACTOR may be determined subsequent to an audit as provided for in this Section, and the total compensation so determined shall be used to calculate final payment to the CONTRACTOR Conduct of this audit shall not delay final payment as required by this Section. (e) In addition to the above, if Federal, State, County, or other entity funds are used for any services under this Contract, the Comptroller General of the United States or the 22 Chief Financial Officer of the State of Florida, or the County of Indian River, or any representative, shall have access to any books, documents, papers, and records of the CONTRACTOR which are directly pertinent to services provided or performed under this Contract for purposes of making audit, examination, excerpts, and transcriptions (f) In the event of any audit or inspection conducted reveals any overpayment by the COUNTY under the terms of the Contract, the CONTRACTOR shall refund such !` overpayment to the COUNTY within thirty (30) days of notice by the COUNTY of the request for the refund (g) The CONTRACTOR agrees to fully comply with all State laws relating to public records. (h) The CONTRACTOR agrees that if any litigation, claim, or audit is started before the expiration of the record retention period established above, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved and final action taken. SECTION 38: COUNTERPARTS. This Contract may be executed in any number of counterparts, each of which shall be II deemed an original, but all of which, taken together; shall constitute one and the-same document. SECTION 39: SUBMITTALS. The following are items the CONTRACTOR must submit to the COUNTY as stated in this Contract. 1 Description of Services, Section 13. 2 Worker Compensation Insurance for all employees; 3 Certificates of Liability Insurance, Exhibit B 4 Drug Free Workforce Policy; 5 Price Schedule This Contract describes each item listed above in detail. All provided to the COUNTY I' must be accurate and updated certifying the CONTRACTOR is proceeding correctly. SECTION 40: EXHIBITS. Each Exhibit referred to and attached to this Contract is an essential part of this Contract. The Exhibits and any amendments or revisions thereto, even if not physically attached hereto, shall be treated as if they are part of this Contract. 23 IN NA/ITNESS WHEREOF, the parties hereto have made and executed this Contract on the respective dates under each signature- the COUNTY through its COUNTY Board of County Commissioners taking action on the laf day of IIecember 2-015, and the CONTRACTOR, signing by and through its duly authorized corporate officer having the full and complete authority to execute same ! CONSULTANT: BOARD,OF COUNTY COMMISSIONERS Guardian Community Resource OF INDIAN RIVER COUNTY i Management, Inc. By: '- B y• `�--' Bob Solari , Chairman Title: ft ;..�`. '�. BCC Approved Date: •J`,�y�oAtMfg oA ceniber 1, 2015 r c°• f Jeffrey R. Smith, Clerk of Court and Comptroller By: De uty Clerk •'9�LER COUN�:E''�• Approved: j J seph A Baird, County Administrator Approved as to form and legal sufficiency: Dylan T. Reingold, County Attorney 1 EXHIBIT A Description/Scope of Services A. GENERAL ORGANIZATION OF THE PROJECT 1. General: Indian River County has a population of approximately 141,994 citizens. In general, this project involves providing the COUNTY with grant compliance assistance with the management of the COUNTY's grant funds, per project that the COUNTY receives (FDEO, FDOT, WMD, USDA, EPA, etc.) The grant compliance assistance would include but not be limited to the following activities- • Carry out all or a portion of the Federal Environmental Review process as required; • Provide the COUNTY'S designated Representative with electronic versions of required federal contract clauses for insertion in the bid documents; • Provide the COUNTY'S designated representative with current wage rates for inclusion in bid documents; • Verify the selected Contractor is not on the federal disbarred contractor list, • Attend and participate in preconstruction meetings to coordinate with the selected Contractor and the COUNTY'S designated representative how the federal contract compliance requirements will be carried out; • Supply the Contractor with a copy of the required job site posters and wage rates, • Insure the job site posters and wage rates are properly posted on the job site and the posting is properly documented; • Review all contractor and sub-contractor payrolls to insure contract compliance; • Conduct employee interviews in sufficient frequency and numbers to meet the funding agency's requirements; and • Compare the certified payrolls and employee interviews to insure continuity between the two. 2. Proiect Direction: Primary interface with the selected firm will be the COUNTY'S Utilities Department. The COUNTY's Capital Project Manager will be responsible for the direction, review, and approval of all i work as well as the program administration of the contract for compliance with and interpretation of scope, schedule, and budget. In carrying out these functions, the COUNTY's Utilities Department will utilize the various departments and personnel of Indian River County and coordinate with other governmental agencies as required to ensure a successful project. 3. Proiect Period: The firm will have a three (3) year Grant Compliance Assistance Agreement with an additional two (2) one (1) year renewable options at the COUNTY's discretion. 25 4 Prosect Description: The COUNTY wishes to employ a firm to provide services for the planning, submission of grant applications, monitoring performance and reporting to the appropriate governmental agency for energy and other related projects i The Work under the Grant Compliance Assistance Agreement will be performed by Task Orders Task Orders will be issued for each project in an amount written within the threshold limits of the FS 287 055 Paragraph (2) (g) relative to "Continuing Contract " Final selection as to the qualified firms by the COUNTY does not guarantee that the Task Orders for the work will be issued during the contract/agreement period B. SCOPE OF SERVICES The scope of Services for a specific project or a set of projects will be defined in the form of Task Orders In general, the firm, when requested by the COUNTY will generate a detailed Scope of Work document including cost and schedule to ' accomplish the services requested. The COUNTY will review and approve this Task Order and issue a Notice to Proceed. Emphasis in the Scope of Work should be placed upon, but not limited to, the following items and categories, if requested by the COUNTY: 1. Work with the COUNTY in the preparation of the applications for submittal to the Florida Department of Economic Opportunity (FDEO), Florida Department of Environmental Protection (FDEP), Water Management District (WMD), and/or to other federal and/or state agencies 2 Program Development. 3. Performing environmental reviews and requesting release of project funds. 4 Establishing the financial procedures for receiving funds and disbursing payments. 5. Assessing the COUNTY's compliance with state and federal regulations concerning procurement, employment, personnel and property management, records retention, fair housing, ethics, and others. �I 6. Review bid documents and assist in project bidding and award 7 Evaluate bids and determining contractor eligibility and compliance 8. Review contract documents. 9. Monitor contractor performance and compliance with contract requirements. 26 10. Supervise all payment authorizations to ensure proper documentation and appropriate payments 11. Maintain all required files 12. Develop and submit required program reports. 13. Represent the COUNTY during monitoring visits by state and/or federal agency staff and/or their representatives 14. Respond to monitoring reports. 15. Respond to questions and/or complaints from citizens. 16 Recommend policy and/or grant amendments. Take necessary actions, such as advertising, conducting public hearings, and updating project environmental review files. 17. Performing program close-out activities, including submission of reports and provision of follow-up information. 18. Ensuring compliance with grant requirements. 19. Attendance at COUNTY Board meetings and/or presentations to other groups or committees. 20. Assistance to the COUNTY in the development of project renderings and exhibits, etc , if requested 21. Other administrative tasks related to the COUNTY"s grant Programs. 22. Other related work as requested Projects may be funded entirely by the COUNTY or they may be funded partially ' or totally by an outside agency such as a private and/or governmental agency. is Projects which are being funded with outside agency funds will be identified in the Task Order. The firm shall conform to all applicable program requirements of the outside agency. 27 EXHIBIT B Certificate of Liability i; I ! I' 28 'aCo°ZD® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 11/17/2015 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 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. Michele Cr1faS1 Stahl & Associates Insurance Inc. HONE Ext: (863) 688-5495 FAC,No; (863)688-4344 IA/91 Lake Morton Drive E-MAIL ADDRESS.michele.crifasi@stahlinsurance.com P O Box 3608 INSURER(S)AFFORDING COVERAGE NAIC# Lakeland FL 33802 INSURERA:Southern Owners Insurance Co 10190 INSURED INSURERB:FFVA Mutual Insurance Co Guardian Community Resource Management Inc INSURERC:United States Liability Ins Co 3020 Bruton Rd INSURER D: INSURER E. Plant City FL 33565 INSURER F: COVERAGES CERTIFICATE NUMBER:Master 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 I ADDL UBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS-MADE ❑X OCCUR DAMAGE TO RENTED 300,000 PREMISES Ea occurrence $ 20154809 5/3/2015 5/3/2016 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICYI JECOT- F]LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITYEOa aBINEDISINGLE LIMIT $ 1,000,000 A ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS 20154809 5/3/2015 5/3/2016 BODILY INJURY(Per accident) $ X HIRED AUTOS X NON-OWNEDHired 6 Non-Owned Auto PROPERTY DAMAGE $ AUTOS Per accident liability only $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000 000 A EXCESS LIAB CLAIMS-MADE AGGREGATE $ 2,000,000 DED I X I RETENTION$ 10,000 4657373401 5/03/2015 5/3/2016 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N X STATUTE 7 ER ANY PROPRIETOR/PARTNER/EXECUTIVEE.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? � N/A B (Mandatory in NH) WC84000183642015A 1/2/2015 1/2/2016 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 N yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 C Professional Liability SP1014974G 4/13/2015 4/13/2016 General Aggregate 2,000,000 Each Occurrence 1,000,000 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 Indian River County Board of THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 1801 27th Street Vero Beach, FL 32960 AUTHORIZED REPRESENTATIVE Gerald Powell/CRIFAS ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025 0014011 AVER A r z �L0 Ri9� EXHIBIT C WORK ORDER NO: 01 INDIAN RIVER COUNTY (Buyer) Vendor Name: Date: Guardian Community Resource Management, Inc. November 19, 2015 Address: 15000 Citrus Country Drive, Suite 331 Project: West Wabasso Phase II Sewer Project/East Gifford Drainage Project TOWN, State &Zip: Dade City, FL 33523 Board Approval Date: Total Fixed Amount = $ 50,000.00 ATTACHMENTS TO THIS WORK ORDER: METHOD OF COMPENSATION (x) Description of Services (X ) Fixed Fee Basis ( ) Drawings/Plans/Specifications ( ) Not To Exceed ( ) Special Conditions ( ) Unit Price ( ) Rate Schedule i� iI 29 ;I WORK ORDERS TERMS AND CONDITIONS • Execution of this Work Order (WO) by the COUNTY shall serve as authorization for the CONTRACTOR to provide for the stated services as set out in this WO It is expressly understood by the CONTRACTOR r, • That this WO, until executed by the COUNTY, does not authorize the CONTRACTOR to perform any services for the COUNTY. • This WO shall take effect on the date of its execution by the COUNTY and expires upon final completion, inspection and payment unless terminated earlier in accordance with the termination provisions herein The CONTRACTOR shall sign this WO first and the COUNTY second. This WO will be forwarded to the CONTRACTOR upon execution by the COUNTY. • The CONTRACTOR shall provide services pursuant to this WO, its attachments, and the underlying Contract (as amended, if applicable) which is incorporated herein by reference as if it had been set out in its entirety. In the event that the terms and conditions of this WO are inconsistent with the terms and conditions of an underlying Contract which is implemented, in whole or part, by this WO;then the terms and conditions of the underlying Contract shall apply. • Compensation is'based on the method indicated on the first page of this WO. • Payments to the CONTRACTOR shall be made by the COUNTY in strict accordance with the payment terms and conditions listed below or in the underlying Contract. • By accepting this WO,the CONTRACTOR accepts all the terms and conditions included herein ! • The COUNTY reserves the right,without liability of any type, to cancel this WO as to any services not yet performed or tendered, and to purchase substitute services and to charge the CONTRACTOR for any loss incurred. - • The COUNTY may cancel this WO, any outstanding services hereunder, or reschedule in whole or in part, for cause or no cause, upon written notice to the CONTRACTOR sent at least fourteen (14)days prior to the completion date specified. The COUNTY may cancel this WO in whole or in part at any time for default by written notice to the CONTRACTOR. • The COUNTY shall have no liability to the CONTRACTOR beyond payment of any balance owing for services completed hereunder and accepted by the COUNTY prior to the CONTRACTOR'S receipt of the notice of termination. • Prices stated on this WO are firm, all inclusive and consistent with applicable negotiations, bid(s) and/or quotations. The COUNTY is exempt from the Florida state sales and use taxes and will furnish the CONTRACTOR with proof of tax exemption upon written request. • The COUNTY reserves the right to conduct any inspection or investigation to verify compliance of the services with the requirements of this WO and to reject any delivery not in compliance and,if the deficiency is not visible at the time of acceptance, to take and require appropriate corrective action. • The CONTRACTOR agrees to comply with all Federal, State of Florida, Indian River County and COUNTY laws, ordinances, regulations, authority and codes and authority having jurisdiction over the purchase/services. This WO shall be governed by and interpreted in accordance with the 30 laws of the State of Florida. In any action or proceeding required to enforce or interpret the terms of this Agreement, venue shall be of the Nineteenth Judicial Circuit in and for Indian River County, Florida • The CONTRACTOR shall indemnify, hold harmless,and defend the COUNTY, from and against any and all claims, damages, losses, and expenses including, but not limited to, attorney's fees, arising out of or resulting from the performance or provision for services required under this Agreement, including damage to persons or property, provided that same is caused in whole or part by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct, or misconduct of CONTRACTOR, its agents, servants, officers, officials, employees, or subcontractors. Nothing herein shall be deemed to affect the rights, privileges, and immunities of the COUNTY as set forth in Section 768.28, Florida Statues. • The CONTRACTOR shall not assign this WO, any rights under this WO or any monies due or to become due hereunder, nor delegate or subcontract any obligations or work hereunder without the prior written consent of the COUNTY. I • The CONTRACTOR shall perform the obligations of this WO as an independent contractor and under no circumstances shall it be considered as agent or employee of the COUNTY. • The CONTRACTOR ensures that its personnel shall comply with reasonable conduct guidelines and COUNTY policies and procedures. A person or affiliate who has been placed on the i convicted vendor list may not submit a bid or transact business with the COUNTY in excess of Category Two for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. In compliance with 8 U.S.C. Section 1324a (e) (Section 274A (e) of the Immigration and Nationality Act (INA)], the COUNTY will not intentionally make an award or upon discovery of a violation will unilaterally cancel this WO with any contractor who knowingly employs unauthorized alien workers. • If this WO involves the CONTRACTOR'S performance on the COUNTY's premises or at any place where the COUNTY conducts operations, the CONTRACTOR shall request information from the Purchasing Manager regarding insurance coverage requirements. Noncompliance with this item shall place the CONTRACTOR in default and subject to disbarment from the COUNTY's Vendor List. o The failure of the COUNTY to enforce any provision of this WO, exercise any right or privilege granted to the COUNTY hereunder shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. ii I I 31 EXHIBIT D ADA Form The undersigned CONT RACTOR swears that the information herein contained is true and correct and that none of the information supplied was for the purpose of defrauding the County The CONTRACTOR shall not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified The CONTRACTOR agrees to comply with the rules, regulations and relevant orders issued pursuant to the Americans with Disabilities Act (ADA). USC s 12,101 et seq It is understood that in no event shall the County be held liable for the actions or omissions of the CONTRACTOR or any other party or partes to the Contract for failure to comply with the ADA. The CONTRACTOR agrees to hold harmless and indemnify the County, its agents, officers or employees from any and all claims, demands, debts, liabilities or causes of action of every kind or character, whether in law or equity, resulting from the CONTRACTOR's acts or omissions in connection with the ADA. CONTRACTOR: I i ,�r Signature- Printed ignature Printed Name- it l �_ J i Title- Date- Affix itle'Date'Affix Corporate Seal STATE OF Florida i COUNT)' OF Pasco The foregoina instrument was acknowledged before me this day of 20 by /L!.>hlci .%/ l/�.� of ;6-1 firm.,_ �i J firm. on behalf 66f the firm He/She is personally known _J0 —rtte or has produced � -enti+cation:—`-" r Print Name 1�ili.�c.r 1= %c.- VELVET D.BURRS `' '- MYCAMMISSIaY�FF9QSt75 Notary Public In and for the County and "YD1RES:September 12,2019 State Aforementioned Wary Pubk Unduwrtem r My commission expires. i ;-3 EXHIBIT E Price'Schedule Fee Schedule for General and Other Grant Administration Services for ongoing public grant, loan or other funding opportunities for FFY20153-2017• j Standard Rates (for technical assistance, developer agreements, policy review, administration, housing rehab specialist, project delivery, contract management, planning, etc by the hour): Hourly Rates for Additional Services When and If Applicable Grant Contracts Manager, Principal $140/hour Grant Projects Manager, Officer $125/hour Project Coordinator or Technical Support Specialist $115/hour Project or Construction Manager $100/hour Legislative Liaison or Public Relations Manager $100/hour Grants or Program Administrator $90/hour Grant Writer or Planner or Accountant $80/hour Housing or Construction Specialist $80/hour Grants or Program Specialist or Technical Assistant $70/hour Office Manager/Grants Assistant/Case or Financial Clerk $50/hour Typical Fees by Work Order (examples) Affordable Housing Finance Proposals $25,000 USDA Water/Waste Grant-Loan Applications $25,000** SRF Water or Waste Loan or Grant Pre-Application or App $20,000 EDA Infrastructure Grant Application $25,000** EPA STAG or SPAP Grant Application $20,000 Economic Development Transportation Grant Application $10,000** Rural Infrastructure Grant Application $10,000** FCT Land Acquisition Application $25,000** FRDAP Application $10,000 ** Typically does not allow for administration fees, but there are other ways to pay Guardian which can be negotiated on a case by case basis. ii �I 33