HomeMy WebLinkAbout2019-145• DocuSIgn Envelope ID: 6544BE3B-3425-435F-B8AB-D3833382ABB7
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("Agreement") effective this 29th day of August 2019 is entered into
by and between Indian River County, a political subdivision of the State of Florida ("Client"), with offices
at 1800 27th Street, Vero Beach, Florida 32960 and Witt O'Brien's, LLC ("Consultant"), located at 818 Town
& Country Blvd., Suite 200, Houston, Texas 77024. For purposes of this Agreement, Client and Consultant
may be referred to individually as the "Party" or collectively as the "Parties".
WHEREAS, Consultant is in the business of providing certain consulting services, and is willing to provide
such services to Client;
WHEREAS, through the solicitation and selection process for RFP 2019060, Client has selected and desires
to utilize Consultant's services as provided for herein; and,
NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties
hereto agree as follows:
1. Recitals. The above -referenced recitals are true and correct and are incorporated herein.
2. Scope of Work. Consultant shall provide the services set forth in Appendix A, attached hereto and
incorporated herein ("Services"). Consultant shall furnish all reports and deliverables as set forth in
Appendix A in accordance with the terms set forth therein (hereafter "Deliverables"). The Services shall
be requested by issuing a Notice to Proceed via email to be mutually agreed in writing by the Parties (the
"NTP") or task orders executed by both Parties (the "Task Order"), in the form substantially similar to the
template attached hereto as Appendix D. All NTPs and Task Orders are incorporated herein by reference.]
3. Period of Performance. This Agreement shall remain in full force and effect for an initial term of one
year, with two additional one-year renewals available, subject to mutual agreement, unless otherwise
terminated by mutual consent of the parties hereto.
4. Fees. In consideration of Services performed hereunder, Client shall pay Consultant in accordance with
Appendix B. which is incorporated into and forms part of this Agreement. Payment terms for the
Agreement shall be in accordance with Section 12 of this Agreement.
S. Consultant's Responsibilities. Consultant shall perform the Services utilizing the standard of care
normally exercised by professional consulting firms in performing comparable services under similar
conditions. CONSULTANT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY
SET FORTH IN THIS AGREEMENT.
6. Client's Responsibilities. Client shall make timely payments in accordance with the terms and
conditions of this Agreement. Client shall provide site access to the site or facility at which the Services
are to be performed at such times as may reasonably be required by Consultant and shall make timely
payments in accordance with the terms and conditions of this Agreement. To the extent Client has access
to information relating to the Services to be performed, Client shall provide such information as is
reasonably available and appropriate for the efficient performance of the Services ("Information"). Such
Information includes, but is not limited to, available site history and the identification, location, quantity,
concentration and character of known or suspected hazardous conditions, wastes, substances or
materials that are likely to pose a significant risk to human life, health, safety or to the environment
(Hazardous Waste). Consultant shall be entitled to rely upon the Information provided by the Client or the
Client's agents without independent verification except to the extent set forth herein and shall bear no
liability arising from such reasonable reliance.
7. Commencement and Completion of the Services. The Services shall commence and shall be completed
on the respective dates specified in this Agreement or, in the absence of such specification, as soon as
good practice and due diligence reasonably permit.
PSA w/ FEMA Clauses Page 1 of 13
DocuSign Envelope ID: 6544BE3B-3425-435F-B8AB-D3833382ABB7
8. Confidential Information. Confidential information ("Confidential Information") disclosed by either
Party under this Agreement shall be clearly labeled and identified as Confidential Information by the
disclosing party at the time of disclosure. When concurrent written identification of Confidential
Information is not feasible at the time of such disclosure, the disclosing party shall provide such
identification in writing promptly thereafter. Confidential Information shall not be disclosed to any other
person except to those individuals who need access to such Confidential Information as needed to ensure
proper performance of the Services. Neither Party shall be liable for disclosure or use of Confidential
Information which: (1) is generally available to the public without breach of this Agreement; (2) is
disclosed with the prior written approval of the disclosing party; or (3) is required to be released by
applicable law or court order. Each. Party shall return all Confidential Information relating to this
Agreement to the disclosing party upon request of the disclosing party or upon termination of this
Agreement, whichever occurs first. Each Party shall have the right to retain a copy of the Confidential
Information for its internal records and subject to ongoing compliance with the restrictions set forth in
this Section 8.
9. Deliverables. Upon payment in full for the Services, and unless otherwise agreed to by the Parties, the
Deliverables, when applicable shall be the property of the Client. The Consultant shall not disclose the
Deliverables relating to the Services to a third party without the prior written authorization of the Client.
Client shall be solely responsible for any disclosure of the Deliverables, which may be required by law and
agrees to indemnify and hold, subject to the limits set forth in Section 768.28, Florida Statutes, Consultant
harmless for any loss, liability, or claim resulting from Client's failure to make such disclosure and fully
indemnify Consultant. Where applicable law requires immediate disclosure of the Deliverables by the
Consultant, Consultant shall make its best efforts to give prior notice to Client. At Client's request and
expense, Consultant will assist the Client in making such disclosures as may be required by law.
Notwithstanding the foregoing, the Client acknowledges that in the course of its performance under the
Agreement the Consultant may use products, materials and methodologies that are deemed Confidential
Information to the Consultant, and the Client agrees that it shall have or obtain no rights in such
Confidential Information except pursuant to a separate written agreement (if any) executed by the
Parties.
10. LIABILITY AND INDEMNIFICATION
10.1 CONSULTANT PEOPLE AND PROPERTY. TO THE EXTENT PERMITTED BY LAW, CONSULTANT WILL
RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS CLIENT, FROM AND AGAINST ALL CLAIMS, LOSSES,
DAMAGES, COSTS (INCLUDING LEGAL FEES), EXPENSES AND LIABILITIES IN RESPECT OF:
(a) LOSS OF OR DAMAGE TO THE PROPERTY OF CONSULTANT WHETHER OWNED OR LEASED BY
CONSULTANT; AND
(b) PERSONAL INJURY, INCLUDING DEATH OR DISEASE, TO ANY PERSON EMPLOYED BY CONSULTANT;
ARISING FROM OR RELATING TO CONSULTANT'S PERFORMANCE OF THE AGREEMENT.
10.2 CLIENT PEOPLE AND PROPERTY. TO THE EXTENT PERMITTED BY LAW AND TO THE LIMITS SET FORTH
IN SECTION 768.28, FLORIDA STATUTES, CLIENT WILL RELEASE, INDEMNIFY, DEFEND AND HOLD
HARMLESS CONSULTANT FROM AND AGAINST ANY CLAIMS, LOSSES, DAMAGES, COSTS (INCLUDING
LEGAL FEES), EXPENSES AND LIABILITIES IN RESPECT OF:
(a) LOSS OF OR DAMAGE TO THE PROPERTY OF CLIENT WHETHER OWNED OR LEASED BY CLIENT;
AND
(b) PERSONAL INJURY, INCLUDING DEATH OR DISEASE, TO ANY PERSON EMPLOYED BY CLIENT;
ARISING FROM OR RELATING TO THE CLIENT'S ACTIONS IN CONNECTION WITH THE AGREEMENT.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NEITHER PARTY EXCLUDES OR LIMITS ITS
LIABILITY FOR FRAUD.
PSA w/ FEMA Clauses Page 2 of 13
DocuSign Envelope ID: 6544BE3B-3425-435F-B8AB-D3833382ABB7
10.3 LIMITATION OF LIABIUTY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY EXEMPLARY,
PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND. EXCEPT FOR INDEMNITY
OBLIGATIONS AND CLAIMS ARISING FROM BREACH OF CONFIDENTIALITY, EACH PARTY'S LIABILITY FOR
ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED,
IN THE AGGREGATE, THE FEES ACTUALLY PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT.
10.4 APPLICATION OF INDEMNITIES AND LIMITATIONS OF UABILITY. ALL INDEMNITIES AND
LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT SHALL APPLY IRRESPECTIVE OF CAUSE AND
NOTWITHSTANDING ANY NEGLIGENCE (WHETHER SOLE, JOINT, CONCURRENT, ACTIVE, PASSIVE OR
GROSS), BREACH OF DUTY (WHETHER STATUTORY, CONTRACTUAL OR OTHERWISE) OR OTHER FAULT OR
STRICT LIABILITY OF ANY PARTY (INCLUDING ANY INDEMNIFIED PARTY), AND SHALL APPLY IRRESPECTIVE
OF ANY CLAIM IN TORT, UNDER CONTRACT OR OTHERWISE AT LAW.
11. Acceptance. Client shall have ten (10) days from the date each deliverable is made to Client to reject
all or part of each Deliverable. Each Deliverable, to the extent not rejected in writing by Client, shall be
deemed accepted.
12. Payment Terms. Invoices will be submitted to finance@ircgov.com with a copy to
kdaniels@irceov.com and may be submitted every 15 days, or in the alternative every 30 days, and
payment is due Net 30 days after receipt of such invoice. Invoices for out of pocket expenses may be
submitted every 15 days and payment is due Net 30 days after receipt of the invoice. Timely payment is a
material part of the consideration for the performance of the Services and will be subject to the Florida
Prompt Payment Act. Invoices are considered accepted by Client unless a written notice explaining
rejection of specific charges is provided to Consultant within ten (10) days from date submitted. A service
charge equivalent to 1.5% (per month) of invoice amount may be assessed by Consultant and will be paid
by Client for invoices aging beyond 30 days until invoice is paid in full.
13. Currency of Payment. Unless otherwise set forth in this Agreement, all payments shall be made in
United States Dollars ($US). Where exchange rates are involved, the rate of exchange between $US and
the other currency involved in the transaction shall be the rate of exchange as of the date of invoice. The
date of each invoice shall be clearly marked on each invoice.
14. Health & Safety. Client shall notify Consultant of any known or suspected hazards existing at any site
where the Services are to be provided, including but not limited to, hazardous waste, substances or
materials and underground utilities.
15. Conflict of Interest. The Client acknowledges that the Consultant provides similar services for a broad
range of other clients and agrees that Consultant shall be free to work for other clients in matters that do
not involve the use of any Confidential Information that has been disclosed by the Client under the terms
of this Agreement or do not directly relate to the specific Services provided by the Consultant to the Client
under this Agreement.
16. Force Majeure. Neither Party shall be responsible for any delay or failure in performance, other than
the obligation to make payments for work previously performed, to the extent that such delay or failure
was caused by a force majeure event including Act of God, war, civil disturbance, governmental action,
labor dispute unrelated to and without fault or negligence of the party claiming the force majeure event,
computer virus, or denial of access to the site or any other event beyond the reasonable control of the
claiming party. Performance under this Agreement shall resume promptly once the cause of delay or
failure ceases and an equitable adjustment shall be made to the price and/or schedule of the Services
including any mobilization or demobilization costs of Consultant.
17. Notice. Any notice given by either Party shall be in writing and shall be given by email with delivery
confirmation and registered or certified mail, return receipt requested, postage prepaid, or Federal
Express or DHL courier, shipped prepaid, addressed to the Parties at the addresses herein designated for
each Party or at such other addresses as they may hereafter designate in writing.
PSA w/ FEMA Clauses Page 3 of 13
DocuSign Envelope ID: 6544BE3B-3425-435F-B8AB-D3833382ABB7
Indian River County, FL
Witt O'Brien's, LLC
Attention Kristin Daniels, Budget Director
Attention: Director of Contracts
Address: 1800 27th Street
Vero Beach, Florida 32960
818 Town & Country Blvd., Suite 200
Houston, TX 77024
Phone: (772) 226-1257
Phone: 281-606-4721
Alternate Phone: (202) 207-2935
Email:Kdaniels@ircgov.com;
contractrequests@wittobriens.com with a copy to
cioiner@wittobriens.com
For Legal Notices:
County Attorney
1800 27th Street
Vero Beach, FL 32960
dreingold@ircgov.com
For Legal Notices, a copy shall be provided to:
Witt O'Brien's, LLC
Attention: Legal Counsel
2200 Eller Drive
Fort Lauderdale, FL 33316
Email: blong@ckor.com with a copy to
cioiner(a)wittobriens.com
18. Changed Conditions. The discovery of any hazardous waste, substance or material; underground
obstruction; underground utilities; or other latent obstruction to the performance of the Services to the
extent that such conditions are not the subject of the Services, and to the extent that such conditions
were not brought to the attention of the Consultant prior to execution of this Agreement, or any change
in law that materially affects the obligations or rights of either Party under this Agreement, shall constitute
a materially different site condition entitling the Consultant to an equitable adjustment in the contract
price, time of performance, or both, as appropriate. If the change materially changes the nature of the
Services, the Consultant may terminate this Agreement as a result of such changed conditions.
19. Changes to the Services. The Client may direct changes within the general Scope of Work. Upon
notification of such direction, the Consultant shall prepare an estimate of the additional costs and time
required, if any, to perform the change. Upon mutual written agreement, Consultant shall perform the
change and an equitable adjustment shall be made to the price and/or time schedule as appropriate.
20. Third Party Litigation. In the event that any litigation, proceeding, or claim (including any investigation
which may be preliminary thereto) is commenced by a third party, involving the Services performed by
Consultant, Consultant shall furnish, if compelled by law or upon the reasonable request of Client, such
person or persons from Consultant's organization as are familiar with the matters embraced within the—
knowledge of Consultant's personnel to testify as witnesses and to provide Consultant's records and such
other information and assistance in connection with such litigation, proceeding or claim (or investigation
preliminary thereto).
21. Consultant's Personnel. At any time during the Term, Client may, in its sole and reasonable discretion,
ask Consultant to replace particular employees, contractors, agents or other personnel performing
Services on Consultant's behalf (collectively, "Personnel"). Upon receipt of such notification, Consultant
shall immediately terminate such Personnel's performance of the Services and submit to Client, for
Client's consent, which consent shall not be unreasonably withheld, the name and credentials of each
individual whom Consultant suggests as a replacement for the individual so terminated. Upon receipt of
notification from Client of the acceptability of such proposed replacement, Consultant shall cause such
replacement immediately to commence the performance of the Services, or the applicable portion
thereof.
22. Independent Contractor. Consultant is an independent contractor and shall not be deemed to be an
employee or agent of the Client. Client shall not be deemed a joint, employer of the other Party's
employees. Consultant shall indemnify and hold Client harmless against all liability and loss resulting from
i) claims made by the Consultant's employees that they are co -employed by Client, ii) Consultant's failure
to pay wages to its employees, and iii) Consultants' failure to pay all taxes and fees imposed by the
PSA w/ FEMA Clauses Page 4 of 13
• DocuSign Envelope ID: 6544BE3B-3425.435F-BBAB-D3833382ABB7
government underemployment insurance, social security and income tax laws with regard to Consultant's
employees engaged in the performance of this Agreement.
23. Non -Solicitation of Employees. Neither Party shall solicit for employment or hire the employees of
the other party with the knowledge that such employee was involved in the management or performance
of the Services during the term of this Agreement and for one year thereafter.
24. Nonwaiver. No waiver of any breach of this Agreement shall operate as a waiver of any similar.
subsequent breach or any breach of any other provision of this Agreement.
25. Severability. If any provision of this Agreement is held invalid by a court of competent jurisdiction,
such provision shall be severed from this Agreement and to the extent possible, this Agreement shall
continue without affect to the remaining provisions.
26. Assignment/Subcontracts. Neither Party may assign this Agreement without the written consent of
the other Party, which shall not unreasonably be withheld; provided, however, that Consultant may assign
this Agreement in connection with a sale of all or substantially all of its assets without Client's consent, or
to a parent, subsidiary, or affiliate.
27. Drafting party. Each Party has reviewed this Agreement and any question of interpretation shall not
be resolved by any rule of interpretation providing for interpretation against the drafting party. This
Agreement shall be construed as though drafted by both Parties.
28. Governing Law. The validity, enforceability and interpretation of this Agreement shall be determined
and governed by the substantive laws of the State of Florida, without reference to its rules relating to
choice of law to the contrary. Any dispute arising out of this Agreement or the Consulting Services shall
be brought in a state or federal court of competent jurisdiction located in Indian River County, State of
Florida.
29. Captions. The captions and headings of this Agreement are intended for convenience and reference
only, do not affect the construction or meaningof this Agreement and further do not inform a Party of
the covenants, terms or conditions of this Agreement or give full notice thereof.
30. Additional Instruments. The Parties agree to provide the other with any and all documents required
to carry out any and all obligations in connection with the Agreement as set forth herein.
31. No Agency. Except as specifically set forth otherwise, it is agreed and understood that neither Party
hereto is, by this Agreement or anything herein contained, constituted or appointed agent or
representative of the other for any purpose whatsoever, nor shall anything in this Agreement be deemed
or construed as granting either Party any right or authority to assume or to create any obligation, warranty
or responsibility, express or implied, for or in behalf of the other.
32. Order of Precedence. In the event of a conflict in the terms and .conditions of this Agreement, the
following order of precedence shall apply:
1. This Agreement
2. The Scope of Work (Appendix A)
3. The Rate Schedule (Appendix B)
4. FEMA -Related Clauses (Appendix C)
5. Task Orders (Appendix D) (if applicable)
6. Consultant's submitted Proposal
7. Other Contract Documents.
33. Use of Logo. Client hereby authorizes Consultant to use its name, logo and/or trademark without
further notice to Client in connection with certain promotional materials that Consultant may disseminate
to the public. The promotional materials may include, but are not limited to, brochures, video tape,
Internet website, press releases, and advertising in periodicals. Nothing herein obligates Consultant to
PSA w/ FEMA Clauses Page 5 of 13
DocuSign Envelope ID: 6544BE3B-3425-435F-B8AB-D3833382ABB7
use a Client's logo and/or trademark, in any promotional materials of Consultant. Consultant shall include
a trademark attribution notice giving notice of the Client's ownership of its trademarks in the marketing
materials in which Client's name and logo appear.
34. Termination. This Agreement may be terminated for convenience at any time by either Party provided
the requesting Party provides the other with 30 days written notice. If either Party fails to perform any of
its duties or obligation or shall violate any of the prohibitions imposed upon it under this Agreement, or
shall be dissolved or be adjudged bankrupt or shall have a petition in bankruptcy filed against it, or shall
make a general assignment for the benefit of creditors, or if a receiver shall be appointed for a Party, the
other Party may terminate this Agreement, without prejudice to any other rights or claims which it may
have under this Agreement, on written notice to the other Party and fifteen (15) business days
opportunity to cure such breach. In any event, Client shall pay all fees due and expenses incurred for
Services rendered through the date of termination.
Additionally, termination clauses applicable to Section 287.135 and 215.473, Florida Statute apply to the
contract as follows. Consultant certifies that it and those related entities of Consultant as defined by
Florida law are not on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725
of the Florida Statutes, and are not engaged in a boycott of Israel. In addition, if this agreement is for
goods or services of one million dollars or more, Consultant certifies that it and those related entities of
Consultant as defined by Florida law are not on the Scrutinized Companies with Activities in Sudan List or
the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to
Section 215.473 of the Florida Statutes and are not engaged in business operations in Cuba or Syria.
Client may terminate this Contract if Consultant is found to have submitted a false certification as
provided under section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies with
Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector
List, or been engaged in business operations in Cuba or Syria, as defined by section 287.135, Florida
Statutes.
Client may terminate this Contract if Consultant, including all wholly owned subsidiaries, majority-owned
subsidiaries, and parent companies that exist for the purpose of making profit, is found to have been
placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set forth
in section 215.4725, Florida Statutes.
35. FEMA Clauses. If applicable to the Services provided by Consultant under this Agreement, Consultant
shall comply with FEMA Clauses set forth in Appendix C.
36. Public Records Compliance. Client is a public agency subject to Chapter 119, Florida Statutes. The
Consultant shall comply with Florida's Public Records Law. Specifically, the Consultant shall:
(1) Keep and maintain public records required by the Client to perform the service.
(2) Upon request from the Client's Custodian of Public Records, provide the Client with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a cost that
does not exceed the cost provided in Chapter 119 or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the contract
term and following completion of the contract if the contractor does not transfer the records to the Client.
(4) Upon completion of the contract, transfer, at no cost, to the Client all public records in possession
of the Consultant or keep and maintain public records required by the Client to perform the service. If the
Consultant transfers all public records to the Client upon completion of the contract, the Consultant shall
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
contract, the Consultant shall meet all applicable requirements for retaining public records. All records
PSA w/ FEMA Clauses Page 6 of 13
DocuSign Envelope ID: 6544BE3B-3425-435F-B8AB-D3833382ABB7
stored electronically must be provided to the Client, upon request from the Custodian of Public Records,
in a format that is compatible with the information technology systems of the Client.
B. 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 CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT:
(772) 226-1424
publicrecords a► irceov.com
Indian River County Office of the County Attorney
1801 27th Street
Vero Beach, FL 32960 (FL Statute requires this paragraph to be a
minimum of 14 pt font.)
C. Failure of the Consultant to comply with these requirements shall be a material breach of this
Agreement.
37. Entire Agreement. Both Parties acknowledge that they have read this Agreement, understand it, and
agree to be bound by its terms and further agree that it Is the entire Agreement between the Parties
which supersedes all prior agreements, written or oral, relating to the subject matter hereof. No
modification or waiver of any provision shall be binding unless in writing signed by the Party against whom
such modification or waiver is sought to be enforced.
IN WITNESS WHEREOF, the Parties hereto, by their duly authorized representatives, execute this
Agreement to be effective as of the date set t bave.
. ,
a° std .�1i
Indian River County, FL ' ,v •:
DocuSign Envelope ID: 6544BE3B-3425-435F-B8AB-D3833382ABB7
APPENDIX A
SCOPE OF WORK
Consultant shall provide the following services to the extent they are eligible for FEMA Direct
Administrative Costs reimbursement:
FEMA Public Assistance Advisory Services
FEMA Public Assistance Grant Program
FEMA Hazard Mitigation Assistance
Disaster Assistance Program Funding including FHWA, NRCS, HUD CDBG-DR, and Others
Insurance Recovery Services
Problem Resolution
Closeout and Audit Support
Appea Is
As further described in Consultant's June 11, 2019 Proposal in response to RFP 2019060
PSA w/ FEMA Clauses Page 8 of 13
r
DocuSign Envelope ID: 6544BE3B-3425-435F-B8AB-D3833382ABB7
APPENDIX B
COMPENSATION/RATES
Rates provided include all cost associated with the performance of the work, such as overhead and profits.
Reimbursement for travel expenses will be made at actual cost and without markup. No work or charges
will be encumbered that are not eligible for reimbursement as FEMA Direct Administrative Costs.
Positionaor Equivalent
Hourly. Rate (USD),
Project Manager - Recovery
168
PA Specialist
155
Project Executive
260
Subject Matter Expert
155
Project Accountant
75
Senior Closeout Specialist
155
Closeout Specialist
140
Mitigation Specialist
130
NOTES ON COST PROPOSAL
• The hourly rates include all applicable overhead and profit.
• All non -labor related project costs will be billed at cost without mark-up. This includes travel
expenses such as airfare, hotel, per diem, rental car and/or mileage, which will be billed in
accordance with the current Federal Travel Regulation (FTR) schedule.
• All expenses shall be submitted with full supporting documentation in compliance with GSA
guidelines for reimbursement
PSA w/ FEMA Clauses Page 9 of 13
DocuSign Envelope ID: 6544BE3B-3425-435F-B8AB-D3833382ABB7
APPENDIX C
FEMA CLAUSES
The Parties shall comply with all federal laws and regulations applicable to the receipt of FEMA grants,
including, but not limited to the contractual procedures set forth in Title 2 of the Code of Federal
Regulations, Part 200 ("2 CFR 200"), including Appendix !Ito such Part ("Appendix
In addition, the Parties agrees as follows:
1. Clientis entitled to exercise all administrative, contractual, or other remedies permitted by law to
enforce Consultant's compliance with the terms of this Agreement, except to the extent expressly
provided otherwise by this Agreement.
2. Client may terminate this Agreement for cause or convenience in accordance with the procedures set
forth in this Agreement.
3. Compliance with the Davis -Bacon Act and Copeland Anti -Kickback Act as applicable to the Services.
a. Consultant shall comply with 18 U.S.C. §874, 40 U.S.C. § 3145, and the requirements of 29 CFR
Part 3 as may be applicable, which are incorporated by reference into this Agreement.
b. Subcontracts. Consultant and any subcontractors to Consultant shall insert in any subcontracts
the clause above and such other clauses as FEMA may by appropriate instructions require, and
also a clause requiring the subcontractors to include these clauses in any lower tier
subcontractors. The prime contractor shall be responsible for compliance by any Consultant,
Subcontractor or lower tier subcontractor with all of these contract clauses.
c. Breach. A breach of the contract clauses above may be grounds for termination of the contract,
and for debarment as a contractor, consultant and subcontractor as provided in 29 CFR §5.12.
4. Compliance with -the Clean Air Act and the Federal Water Pollution Control Act.
a. Clean Air Act
(i) Consultant agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act, 42 U.S.C. §7401 et seq.
(ii) Consultant agrees to report each violation to Client (as defined in the Agreement) and
understands and agrees that Client will, in turn, report each violation as required to assure
notification to FEMA and the appropriate Environmental Protection Agency Regional Office.
(iii) Consultant agrees to include these requirements in each subcontract exceeding $150,000
financed in whole or in part with Federal assistance provided by FEMA.
b. Federal Water Pollution Control Act
(1) Consultant agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.
(ii) Consultant agrees to report each violation to Client and understands and agrees that Client
will, in turn, report each violation as required to assure notification to FEMA and appropriate
Environmental Protection Agency Regional Office.
(iii) The contractor agrees to include these requirements in each subcontract exceeding $150,000
financed in whole or in part with Federal assistance provided by FEMA."
5. Suspension and Debarment
a. This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As
such, Consultant is required to verify that none of Consultant, its principals (defined at 2 C.F.R. §
180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940)
PSA w/ FEMA Clauses Page 10 of 13
DocuSign Envelope ID: 6544BE3B-3425-435F-BSAB-D3833382ABB7
or disqualified (defined at 2 C.F.R. § 180.935).
b. Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must
include a requirement to comply with these regulations in any lower tier covered transaction it
enters into.
c. This certification is a material representation of fact relied upon by Client. If it is later determined
that Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in
addition to remedies available to Client, the Federal Government may pursue available remedies,
including but not limited to suspension and/or debarment.
d. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and
2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that
may arise from this offer. The bidder or proposer further agrees to include a provision requiring
such compliance in its lower tier covered transactions.
6. Compliance with Byrd Anti -Lobbying Amendment
a. Consultant hereby certifies to the best of its knowledge that:
i. No Federal appropriated funds have been paid or will be paid, by or on behalf of Consultant,
to any person for influencing or attempting to influence an officer or employee of an agency,
a Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with the awarding of any Federal contract, the making of any Federal
grant, the making of any Federal loan, the entering into of any cooperative agreement, and
the extension, continuation, renewal, amendment, or modification of any Federal contract,
grant, loan, or cooperative agreement.
ii. If any funds other than Federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with this Federal contract, grant, loan, or cooperative agreement,
Consultant shall complete and submit Standard Form- LLL, "Disclosure Form to Report
Lobbying," in accordance with its instructions.
b. Consultant shall require that the language of this certification be included in the award documents
for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans,
and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.
Contractors who apply or bid for an award of $100,000 or more shall file the required certification.
Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to
pay any person or organization for influencing or attempting to influence an officer or employee
of any agency, a member of Congress, officer or employee of Congress, or an employee of a
member of Congress in connection with obtaining any Federal contract, grant, or any other award
covered by 31 U:S.C. § 1352. Each tier shall also disclose any lobbying with non -Federal funds that
takes place in connection with obtaining any Federal award. Such disclosures are forwarded from
tier to tier up to the recipient.
c. This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making
or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying
Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to
a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
d. By executing this Agreement, Consultant hereby certifies or affirms the truthfulness and accuracy
of each statement of its certification and disclosure, if any. In addition, Consultant understands
and agrees that the provisions of 31 U.S.C. § 3801 etseq., apply to this certification and disclosure,
PSA w/ FEMA Clauses Page 11 of 13
DocuSign Envelope ID: 6544BE3B-3425-435F-B8AB-D3833382ABB7
if any.
7. Procurement of Recovered Materials
a. In the performance of this contract, Consultant shall make maximum use of products containing
recovered materials that are EPA- designated items unless the product cannot be acquired
is Competitively within a timeframe providing for compliance with the contract performance
schedule;
ii. Meeting contract performance requirements; or
iii. At a reasonable price.
b. Information about this requirement, along with the list of EPA -designate items, is available at
EPA's Comprehensive Procurement Guidelines web site,
httos://www.epa.gov/sm m/com prehensive-procu rement-gu ideli ne-cpg-program.
8. Access to Records
The following access to records requirements apply to this Agreement:
a. Consultant agrees to provide, Client, the FEMA Administrator, the Comptroller General of the
United States, or any of their authorized representatives access to any books, documents,
papers, and records of the Contractor which are directly pertinent to this contract for the
purposes of making audits, examinations, excerpts, and transcriptions.
b. Consultant agrees to permit any of the foregoing parties to reproduce by any means whatsoever
or to copy excerpts and transcriptions as reasonably needed.
c. Consultant agrees to provide the FEMA Administrator or his authorized representatives access
to construction or other work sites pertaining to the work being completed under the contract.
9. Use of DHS Seal
Consultant shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS
agency officials without specific FEMA pre- approval.
10. Compliance with Federal Law
This is an acknowledgement that FEMA financial assistance will be used to fund the Agreement only.
Consultant will comply will all applicable federal law, regulations, executive orders, FEMA policies,
procedures, and directives.
11. Non -Obligation of Federal Government
The Federal Government is not a party to this Agreement and is not subject to any obligations or liabilities
to the non -Federal entity, contractor, or any other party pertaining to any matter resulting from the
contract.
12. Program Fraud and False or Fraudulent Statements or Related Acts
Consultant acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and
Statements) applies to the contractor's actions pertaining to this contract.
PSA w/ FEMA Clauses Page 12 of 13
DocuSign Envelope ID: 6544BE3B-3425-435F-BSAB-D3833382AeB7
APPENDIX D
TASK ORDER TEMPLATE
This Task Order No. Statement of Work for for the
("Task Order") effective as of
between ("Client") and Witt O'Brien's, LLC ("Consultant").
WHEREAS, this Task Order is in support of the ("Agreement"), dated
, and attached herein as an exhibit;
WHEREAS, the Client selected the Consultant to provide Services, as defined in the proposal ("Proposal")
dated , and attached herein as an exhibit;
NOW, THEREFORE, in consideration of the terms and conditions contained in the Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Client and
Consultant hereby agree as follows:
1. Parties mutually agree to add the following terms (if applicable):
2. Parties mutually agree to add the following specific scope:
3. Parties mutually agree to add the following performance period:
4. Parties mutually agree to add the following not to exceed amount:
5. Other Terms and Conditions: All other terms and conditions of the basic Agreement remain in full
force and effect.
IN WITNESS WHEREOF, the Parties hereto, by their duly authorized representatives, execute this Task
Order to be effective as of the date set forth above.
Indian River County , FL
Witt O'Brien's, LLC
Name:
Title:
Date:
Name:
Title:
Date:
PSA w/ FEMA Clauses
Page 13 of 13