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HomeMy WebLinkAbout1999-100Beiiymain 8 Hentgar R 9 - l o0 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered the/.T day of 1999, by and between INDIAN RIVER COUNTY BOARD OF COUNTY COMMISSIONS thereinafter called "COUNTY'), and BERRYMAN S HENIGAR, INC.. a Florida Carrollton with offices 1414 SW Martin Luther King Avenue, Ocala, FL, Iheo-,mall, ooietl ",OtISUI TAUT4-I 'Nt t N'd S F iH WHEREAS, the COUNTY n. undenslnt9 m. economic aevelopmenl project that will include the development of a grant application and gram sommsuabon activities involving funds from the Florida Department of Community Affairs. Small Cities Community Development Block Grant Program. Economic Development Category (hereinafter called'PROJECT^). and WHEREAS. the COUNTY w shas to engage CONSULTANTS to provide certain services with regard to the PROJECT as sal forth by Paragraph I DESCRIPTION OF WORK AND SERVICES: and WHEREAS, the CONSULTANTS rep --rd r it c.cy have no experpso to provide such work and services. NOW, THEREFORE. in c-,, .,rate• o• • aua1 co,enaots contained herein, d is agreed that CONSULTANTS are hereby s.,up!ayad auemaeau and installed by the COUNTY to perform such services as are Specifically described herein accordance mm Ne following covenants and conditions• which both CONSULTANTS and me COUNT'y have agreed upon I. DESCRIPTIONSF WORK AND SERVICES A. The COUNTY demes the hese aw, wan of cenam meas volhm PROJECT and wishes to continue to undertake the ordedr '.rid rep -j:' eJ e.dope.,ol of sueri areas in such a manner that will help create new lobs requ r,. m...:.p_n,sl:... ul j,ate It oaq, from the grant's Participating Partly, protect the health, safety ,.01 tie and m: nay or life of m.• residents of the COUNTY. In furtherance of these goals. nm ' 1. Lf IIP rte.::— ".ar me CUNSULTANIS provide professional services within present technological knowledge and accepted standards and consistent with the current requirements of law and The Small Colors Community Development Block Grant Program. Upon all parties signing this Agreement CONSULTANTS shall provide COUNTY with the specific services identified herein The CONSULTANTS do hereby agree with the COUNTY for the considerations named herein to perform such consultation work and services as stipulated by this Agreement or any addenda thereto B. The work and serv¢xs nrvohed shill include review of an pertinent data. studies and plans which the COUNTY has In its possession unit agrees to poll for CONSULTANTS. C. The CONSULTANTS ::can r, )ik Ak-o,ly Ann tete COUNTY on all aspects of the work and services. The work will include coopemtve worlung sessions with COUNTY officials and departments and presentations before public ageneses D. The CONSULTANTS agree to issue reports of all work completed to date tludng the term of this Agreement and further agree to provide any and all Information or status reports as reasonably requested by the COUNTY RECEIVED °f ° APR 'J 0 1999 E. The CONSULTANT shall provide professional work and services as described in Exhibit "A" to this Agreement. II. MANNER OF PERFORM NCF A. The CONSULTANTS agree, as an independent contractor, to undertake work antl/or perform such services as may be specified in this Agreement or any addendum executed by the parties or in any authorized written work order by the COUNTY issued in connection with this agreement. B. Should any work and/or services be required which are not specified in this Agreement or any addenda, but which is nevertheless necessary for the proper completion of the job, such work or services shall be performed as fully as If described and delineated herein, but CONSULTANTS shall first obtain permission from the COUNTY before staling such work and COUNTY shall provide payments for such additional work andlor services at COUNTY'S expense in accordance with Paragraph III(B) of this Agreement. Such additional work as may be required shall be provided at an hourly rate of $68.00 for professional grant administration services and $35.00 per hour for clerical services. C. The COUNTY may request that CONSULTANTS make additions, deletions and changes in the work or services only by written notice in accordance with the procedures hereinafter set forth. Such shall be at the COUNTY'S expense and shall not be binding until agreed upon by the parties and such agreement is reduced to writing and signed by both parties. Written notice shall be in the form of a Work Order. D. The CONSULTANTS agree that the COUNTY shall not be liable for payment for any well, or services unless the COUNTY, through an authorized representative of the COUNTY, authorizes the CONSULTANTS to perform said work. E. The COUNTY understands that opinions rendered by the CONSULTANTS are opinions only and that Federal, State and Local governmental regulations and/or judicial or governmental interpretations of such regulations may change, substantially affecting these opinions. The COUNTY agrees that any services rendered by the CONSULTANTS, in addition to services required herein, resulting from future changes to governmental regulations and/or future changes in judicial, agency or governmental interpretation and requirements made pursuant to existing regulations not contemplated at the time of this Agreement, shall be at the COUNTY'S expense. III. COMPENSATION: A. As compensation for CONSULTANTS' administration services, the COUNTY agrees to pay CONSULTANTS in accordance with the terms and conditions set forth herein. The COUNTY shall pay a fee of not to exceed FIFTY-SIX THOUSAND TWO HUNDRED FIFTY DOLLARS ($56,250.00) for the work and services to be performed antler this Agreement. Payment of said fee shall be pursuant to the Florida Prompt Payment Act, F . 218.70 at seg. It is further understood that the lumps sum fee is contingent on an anticipated grant of $750,000 being released by the Florida Department of Community Affairs as part of the awarded vranem.,oxmsocnaxeerwouw.E�m,�,. Page 2 of g Berryman 8 Heniqar, Inc. grdnt from the Small Cities Community Development Block Grant Program, Economic Development Category. If the grant is less than 5750.000, the administration fee shall be recalculated as a fee that shall not exceed 7.5% of the lotat grant amount. B. If the COUNTY should desire additional work or services and CONSULTANTS agree to undertake same, the parties shall agree, in writing, to an addendum or addenda to this Agreement. The CONSULTANTS shall be compensated for such agreed additional work and services based upon the hourly rates established in Paragraph II (B) of this Agreement It is understood that such additional work or services shall include revisions to work previously performed that are required because of a change in the data or criteria furnished to the CONSULTANTS. or a change in the scope or concept of the tasks initiated by the COUNTY and/or services that are required by changes in the requirements of public agencies, the laws or administrative regulations of the State of Florida and/or any state agency's interpretation of Such, after work antler this Agreement has commenced. C. The CONSULTANTS shall maintain records conforming to usual accounting practices which shall be available to COUNTY or its authorized representative at all reasonable times throughout the term of this Agreement. The CONSULTANTS further agree to render requests for payment to the COUNTY, in writing, setting forth necessary and required information as mutually agreed upon. All requests for payment are due and payabie, pursuant to the Florida Prompt Payment Act, F.S. 218.70 at. seq. The amount of each pay request shall be based upon time, materials, and other expenses. IV. USE AND OWNERSH IF A. All original materials. reportsdocuments, drawings, specifications, computations, sketches, test data, photographs, and renderings related totheservices and work performed hereunder shall be the property of the COUNTY, once the COUNTY has paid CONSULTANTS in full for services rendered to date. The COUNTY shall be entitled to copies or reproducible sets for any of the aforesaid which are prepared by CONSULTANTS and the COUNTY agrees to pay CONSULTANT for copying costs that would exceed normal copying costs required to implement the scope services described in Attachment "A" to this agreement, B. The CONSULTANTS agree that the COUNTY is not required in its development activities to use any plan, report, drawing, advice, map, document, or study prepared by CONSULTANTS. Further, CONSULTANTS agree that the COUNTY in its sole discretion, may utilize the aforesaid, or any part thereof, or in any mcdified or amended form and CONSULTANTS waive any night of redress against the COUNTY arising Out of such use however any modification or amendment to any of CONSULTANTS' work by the COUNTY or any person, firm or corporation other than CONSULTANTS shall release CONSULTANTS from any and all liability in connection with such work thereafter and the COUNTY shall not use CONSULTANTS' name thereon. lv�l2I 7dhldllyUL\i61d A. The CONSULTANTS shall promptly notify the accounting Department and Legal Department of the COUNTY of all damage to property of the COUNTY or others and of injuries sustained by any persons, including employees of the CONSULTANTS, in any manner relating directing or indirectly to the work within Inc scope of this Agreement. Page 3 of 9 Berrvman 8 Henigar, Inc. B. The CONSULTANTS agree to and do hereby indemnify and save the /COUNTY harmless from and against any and all losses, damage, claims, actions, liability, attorney's fees, and expense In contract or in tort, in connection with loss of life, bodily injury andlor property damage occurring on or about or arising out of those portions of the work under CONSULTANTS' control or wherever arising if occasioned wholly by the negligence of CONSULTANTS, or by them or their agents, servants, employees, or materialmen, should the same arise during the progress Of the work. C. Notwithstanding anything to the contrary herein contained, each party hereby waives all claims for recovery from the other puny for any lass or damage to its property caused by fire or other insured casualty, This waiver shall apply, however, only where the insurance covering the loss or damage will not be prejudiced by reason of such waiver. VI. INSURANCE: A. The CONSULTANTS shall secure and maintain in effect at all times, at their expense, Insurance of the following kinds and limits to cover all locations of the CONSULTANTS' operations in connection with work on the PROJECT 1. Worker's Compensation and Employers Liability covering employees of the CONSULTANTS. a. Workers Compensation with statutory limits of liability. b. Employer's Liability with a limit of liability of at least $500,000.00. 2. Public Liability Insurance covering the CONSULTANTS' legal liability for bodily injuries in limits of not less than $500.000.00 per person and $1,000.000.00 per occurrence and for property damage of not less than $100,000.00 per accident and 5200.000.00 aggregate. 3. Automobile Liability Insurance for bodily injuries in limits of not less than $500,000.00 per person and $1,000,000.00 per accident and for property damages of not less than $200,000.00 per accident, providing coverage for any accident arising out of or resulting from the operation, maintenance or use by CONSULTANTS of any owned, non -owned or hired automobiles, trailers or other equipment required to be licensed. 4. Professional Liability Insurance for all facets of CONSULTANTS' operations and work, including errors, omission and negligent acts covering this Agreement with minimum limits of $500, 000.00 liability per claim and $500.00000 aggregate errors and omissions. VII. COMPLIANCE WITH GOVERNMENTAL REGULATIONS A. COUNTY shall keep and perform all requirements of applicable Federal. State and local laws, rules, regulations or ordinances. COUNTY represents that it has undertaken all acts necessary to authorize COUNTY to enter into this Agreement, that Ilse individual executing this Agreement has the actual authority to do so and that COUNTY shall wossmw�woowmnansen,rv.m.,,m.o,o.,�.-K i,o,: Page 4 of 9 Bernvnan R Henigar, Inc. authorize periodic requests for funds from the Florida Department of Community Affairs in conformance with grant rules so as to maintain sufficient authorized funding with which to provide all payments due hereuntler. CONSULTANTS shall keep, observe and perform requirements of those Federal, State and Local taws, rules, regulations and ordinances as are applicable to the services to be performed hereunder by CONSULTANTS as described in Exhibit "A" of this contract. COUNTY recognizes that CONSULTANT is multi -disciplinary firm with departments and professional employees providing services in many different areas. COUNTY understands and agrees that CONSULTANTS have been retained to provide only such services as are described in Exhibit"A" of this contract, hereof notwithstanding the fact that other services and types of services are offered or provided by CONSULTANTS to other clients VIII. LIENSANDCLAIMS The CONSULTANTS shall promptly and properly pay for all tabor employed, materials purchased and equipment hired by mem in connection with the work, shall keep the COUNTY'S property free from any materialman's or mechanics' liens and claims or notices in respect thereto arising by reason of the CONSULTANTS' work and shall discharge the same. In the event that the CONSULTANTS do not pay or satisfy such claim or lien within ten (10) business days after the filing of notice thereof, the COUNTY. in addition to any and all other remedies. may forthwith terminate this Agreement, effective immediately. IX. RESERVED IMITI 91[-ld[Uy�/A-71111\'i In the event that COUNTY requests or receives from CONSULTANT work product in a computer generated form such as a floppy disk, COUNTY shall not be entitled to rely on the work product contained therein and CONSULTANT shall not be responsible for the work product contained therein, it being understood by all parties hereto that Computer ready documents are capable of being easily altered and are often not CONSULTANT'S final work product. Accordingly, the parties hereto agree that the documents for which CONSULTANTS shall be responsible for the preparation and completion of shall be limited to record drawings and sealed documents constituting CONSULTANTS finished work product. Any use by COUNTY of computer generated or comparable items such as floppy disks shall be at COUNTY'S sole risk. XI. DEFAULT: A. The occurrence of any of the following, by either party, shall constitute an event of default hereunder: Page 5 of 9 Ber,ynan R HeWgar, Inc. 1. The filing of a petition by or against or for adjudication as a bankrupt or insolvent, or for reorganization, for the appointment of a receiver or trustee of the property. 2. An assignment for the benefit of creditors, 3. The taking of possession of the property by any governmental officer or agency pursuant to statutory authority for the dissolution or liquidation of the business. 4. Non-payment of compensations due hereunder for CONSULTANTS'services. a. Upon the occurrence of any of the foregoing, or if either party shall fail to discharge and perform the obligations under this Agreement after having received five (5) days written notice from the non -defaulting party of its failure to perform, the non -defaulting party shall have the tight, without prejudice to any right or remedy afforded by law or equity, to terminate their performance of the Agreement. C. If the defaulting party, is the CONSULTANTS and the COUNTY elects to terminate the Agreement, the CONSULTANTS shall remove themselves from the premises and turn over to the COUNTY as the COUNTY'S property, all materials, reports, maps, documents, plans, and other written documents prepared or obtained by the CONSULTANTS incident to their work under this Agreement upon payment in full by the COUNTY of all amounts due and owing to the CONSULTANTS for work actually performed under this agreement. D. If the defaulting party is COUNTY, CONSULTANTS shall not be required to deliver any work product performed under this Agreement. including by not limited to materials, reports, maps, documents, plans or other written documents prepared or obtained by CONSULTANTS incident to its work under this Agreement unless and until all defaults or COUNTY have been cured and all payments due CONSULTANTS have been made for work actually performed under this agreement. E. If it should become necessary for either of die parties to resort to legal action because of a default by the other partythen the non prevailing party m any litigation shall pay all costs incurred by the non -defaulting party including but not limited m reasonable attorney's fees incurred prior to litigation, during litigation or on appeal, if necessary, and any other expenses incurred by the prevailing party. XII. WARRANTIES AND CONFLICT OF INTEREST: The CONSULTANTS represent and warrant that they have every legal right to enter into this Agreement and the CONSULTANTS will not be restricted in providing the performance hereunder by any prior commitments. The CONSULTANTS hereby warrant that there is no conflict of interest in CONSULTANTS present employmentif anywith the acnvmes to be performed hereunder and shall advise the COUNTY if a conflict of interest anses in the future XIII. SUCCESSORS: This Agreement shall not more to the benefit of and be binding upon the heirs, executor, administrators, successors and assigns of the parties hereto: Page 6 of g eprrvrnac R Heniqar, Inc. XIV. PERMITS AND LICENSES All permits and licenses required by private developers shall be paid for by the private developer. XV. ASSIGNMENT: This Agreement and the services hereunder are nom assignable by CONSULTANTS unless the COUNTY has given written consent. This Agreement and the obligations hereunder are not assignable by COUNTY unless CONSULTANTS have given written consent to such assignment. Any attempted assignment without such written consent shall be void, XVI. SCHEDULE: The scope of services described in Exhibit "A" of this Agreement shall be consistent with the project schedule provided for In the CDBG-ED grant agreement between Indian River County and the Florida Department of Community Affairs. XVII. INDEPENDENT CONTRACTOR In all matters relating to this Agreement. the CONSULTANTS shall be acting as an independent contractor. Neither the CONSULTANTS nor employees of the CONSULTANTS, if any, are employees of the COUNTY under the meaning or application of any Federal or State Unemployment or Insurance laws or Old Age laws, or otherwise. The CONSULTANTS agree to assume all liabilities or obligations imposed by any one or more of such laws with respect to employees of the CONSULTANTS, if any, in the performance of this Agreement. The CONSULTANTS shall not have any authority to assume or create any obligation. express or implied, on behalf of the COUNTY and the CONSULTANTS shall have no authority to represent as agent, employee, or in any other capacity than as hereinbefore set forth. XVIII. HEADINGS: The headings used in this Agreement are for reference only and shall not be relied upon nor used in the interpretation of same. XIX. INTERPRETATION: A. If the CONSULTANTS be a partnership or corporation, all words in this Agreement referring to the CONSULTANTS shall be read as though written in the plural or in the neuter gender, as the case may be. B. This agreement and all of the terms and provisions shall be interpreted and construed according to the law of the State of Florida. Should any Clause, paragraph, or other pert of this Agreement be held or declared to be void or illegal, for any reason, by any Court having competent jurisdiction, all other clauses, paragraphs or parts of this Agreement shall, nevertheless, remain in full force and effect. wonsmwwo�aocvasssuxrvxor.,,a��E�wo�w.,�r. Page 7 of 9 Berryman A, Henigar, Inc. C. This Agreement between the parties shall be deemed to include this Agreement and any addendum pertaining hereto as may be executed by the parries. The COUNTY shall not be bound by an addendum or change order hereto unless it is signed by an executive officer or such other authorized representative of the COUNTY The CONSULTANTS shall not be bound by any addendum or change order hereto unless it is signed by an officer of the CONSULTANTS. XX. MISCELLANEOUS: A. Liti abort: It is understood that the fixed sum payment amount set forth in Paragraph III(A) does not include compensation to CONSULTANTS for assisting the COUNTY in litigations in which the COUNTY may be involved If the COUNTY desires assistance from the CONSULTANTS in litigation, the parties shall agree in writing on the compensation. B. Required Clauses. It is understood that the federal rules that govern the Small Cities Community Development Block Grant program require professional service contracts such as this one to contain certain clauses. Accordingly, the CONSULTANTS AND COUNTY, as appropriate, agree to comply with the provisions of Exhibit "B" of this Agreement, which is entitled: Clauses Required for Compliance with 24 C.F.R. Section 85,35(1). If this Agreement contains any clauses which conflict with the clauses of Exhibit "B", then this Agreement will be governed by the clause(S) in Exhibit B. XXI. NOTICE: Any notice provided by this Agreement to be served in writing upon either of the parties shall be deemed sufficient if delivered to an authorized representative of either of the parties, or If mailed by registered or Cartifietl mail, return receipt requested, to the address of the parry below or to such other addresses as the parties hereto may designate in writing. Such notice shall be effective from the date the same is deposited in the mails. registered or certified mail, return receipt requested, first class postage prepaid and addressed whether or not received. Mr. Kenneth Macht, Chairman Mr Chuck Pigeon, Principal Indian River Board of County Commissioners Berryman 8 Henigar. Inc. 1840-25"' Street 1414 SW Martin Luther King Ave. Vara Beach, Florida 32960 Ocan, Florida 34474 XXII. TERMINATION: It is hereby agreed that this Agreement is for a term commencing on the date first above written, and ending two years after the effective date of this contract, or when the grant writing and administration activities, described by Exhibit A' are completed. This contract may be extended for a specific period of time and for mutually agreed upon compensation. It is understood however, that future extensions may be made only if fully executed in writing by the parties hereto. Notwithstanding the foregoing, either party can terminate this Agreement upon thirty (30) day written notice, without cause. YFOPESMV .o,,Oioei`NYaI„x-1'I,w,.-1 Page 8 of 9 P^rrymsn a Henigar, Inc. XXIII. ENTIRE UNDERSTANDING: This Agreement contains the entire undemanding between the parties and no modification or alteration of this Agreement shall be binding unless endorsed in writing by the parties hereto. XXIV. BINDING EFFECT This Agreement shall not be binding until executed by all parties. IN WITNESS WHEREOF. the parties hereto have executed this Agreement by their duly authorized representatives on the date first above written. ATTEST: (Seal) (Seal) eff ryK.: Barton Clerk ofG"- '. wanFBiWwwnocuaPEemxrvrreurim�enowrxo�[. BERRYMAN & HENI R, INC. onsultants) By: CF-uck Pig n Title _Principal INDIAN RIVER COUNTY BOARD OF COUNTY COMMISSI NWERS (County) By: � Kenneth Macht Tille: Chairman Approved as to Form loon vnu Apprwe0 Dau AOm1M1 regal Bu09al De91 Ptak Mgr. page 9 of 9 Berryman R, HBnigar, Inc. Exhibit "A" SCOPE OF SERVICES A. Kickoff Meeting An initial kick-off meeting will be conducted with the County and key Berryman 8 Henigar, Inc. staff. This meeting allows for the introduction of the proposed project scope, overall project study or design objective, and discussion of work products. B. Acquire Needed Data During the early stages of the project, and in some cases, prior to the kick-off meeting, all relevant available project data is collected and assembled C. Organize Public Participation Activities As required by the specific grant program runes, assist with the formation of a Citizen Advisory Task Force, develop and publish grant related public hearing notices, participate in grant related public hearings and task force meetings. D. Conduct Grant Development Activities For Grants in the Economic Development Categoy 1. Determine private business assistance needs. Coordinate with the business and County to clearly define the roles. requirements and responsibilities of each party. 2. Develop estimated project costs E. Evaluate Local Policies As Required By Program Rules F. Complete The Application Forms This task includes willing the grant application. providing all required documentation and maps and submitting the grant application to the funding agency. ADMINISTRATION SERVICES Berryman 6 Hangar, Inc. will administer the project by providing all grant services needed to carry out the implementation of the project. Administration Tasks A. Prepare contract documents and perform an environmental review and request release of the project funds. B. Coordinate with the local government financial staff to ensure all grant related financial procedures are in place. C. Assess the local government's compliance with state and federal regulations concerning employment, procurement, personnel and property management, records retention and fair housing. wanrrnwrno-Prwe.cone>„miin�"�i"�.r„M"moi.. D. Coordinate with the engineering program on such activities as ordering the wage decision for project construction, reviewing bid documentsadvertising and evaluating bids from contractors, attend pre-conshnction meeting E. As the construction program moves forward, the grants administrator will monitor the contractor to ensure conformance with the wage decision and that payments are property documented. F. Financial tasks will include ordering funds to pay all vendors and coordinating with the local government to ensure proper financial record keeping. G. The Grants consultant will organize and attend all site visits to he project that may be conducted by the grant agency. Respond to monitoring reports H. Other program tasks include ensuring that ail project files are kept in an orderly manner, responding to request for information, Undertaking fair housing activities and organizing more pubic hearings as needed. I. After the construction is complete, the Grants Administrator will perform all program close-out functions. wasssmvonoonocwaass.,�m„m.,�a�vn,wm�. n,� Page A-2 Rer;nnan R Henigar, Inc. Exhibit "B' Clauses Required for Compliance with 24 C.F.R. Section 85.35(i) 1. Termination (Cause anchor Convenience) (a) This contract may be terminated in whole or in pan in writing by either party in the event of substantial failure by the other party to fulfill its obligations antler this contract through no fault of the terminating party, provided that no termination may be effected unless the other party is given (1) not less than len (10) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminale and (2) an opportunity for consultation with the terminating party prior to termination. (b) This contract may be terminated in whole or in pan in writing by the local government for its convenience, provided that the other party Is afforded the same notice and consultation opportunity specified in Ila) above. (c) If termination for default is effected by the local government, an equitable adjustment in the price for this contract shall be made, but (g no amount shall be allowed for anticipated profit on unperformed services or other work, and (2) any payment due to the contractor at the time of termination may be adjusted to cover any additional costs to the local government because of the contractor's tlefault. If termination for convenience is effected by the local government, the equitable adjustment shall include a reasonable profit for services or other work performed for which profit has not already been included in an invoice For any termination, the equitable adjustment shall provide for payment to the contractor for services rendered and expenses incurred prior to receipt of the notice of intent to terminate, in addition to termination settlement costs reasonably incurred by the contractor relating to commitments (e.g., suppliers, subcontractors) which had become firm prior to receipt of the notice of intent to terminate. (d) Upon receipt of a termination action antler paragraphs (a) or (b) above. the contractor shall (1) promptly discontinue all affected work (unless the nonce drects otherwise) and (2) deliver or otherwise make available to hue local government all data, drawings, reports specifications, summaries and other such mlorniatron as may have been accumulated by the contractor In performing this contract whether completed or in process. (e) Upon termination, the local government may take over the work and may award another party a contract to complete the work described in this contract. (U If, after termination for failure of the contractor to LOW contractual obligations, it is determined that the contractor had not failed to fulfill contractual obligations, the termination shall be deemed to have been for the convenience of the local government. In such event, adjustment of the contract price shall be made as provided in paragraph (C) above. Page B-1 Berryman & Henigar, Inc. 2. Remedies Unless otherwise provided in this contract, all claims, counter -claims, disputes and other matters in question between the local government and the contractor. arising out of or relating to this contract, or the breach of it, will be decided by arbitration if the parties mutually agree Or in a Florida court of competent jurisdiction. 3. Access to Records The local government, the Floritla Department of Community Affairs, the U.S. Department of Housing and Urban Development the Comptroller General of the United States, and any of their duly authorized representatives. shall have access to any books, documents, papers, and records of the contractor which are directly pertinent to this contract for the purpose of making audit, examination, excerpts, and transcriptions 4. Retention of Records The contractor shall retain all records relating to this contract for three years after the local government makes final payment and all other pending matters are closed. S. Environmental Compliance If this contract exceeds $100,000. the contractor shall comply with all applicable standards, orders, or requirements issued antler section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U S . 13681. F-xecutim: Order 11738, and U.S. Environmental Protection Agency regulations (40 C R. Pan 15). The contractor shall include this clause In any subcontracts over $100,000 6. Energy Efficiency The contractor shall comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Public Law 94-163). 7. Conflicts with Other Clauses if this contract contains any clauses which conflict With nue above clauses. then this contract will be governed by the clause(s) in Fxnibtl 4' \\FOREST\WORDPROC\ACREEMNT\ I ND I ANSUVER040199. DOC F'r;e 6-2