HomeMy WebLinkAbout2024-050 AGREEMENT FOR
INDIAN RIVER COUNTY ENVIRONMENTAL LAND ACQUISITION CONSULTANT SERVICES
THIS AGREEMENT, entered into this 5th day of March, 2024, by and between INDIAN RIVER COUNTY, a
political subdivision of the State of Florida, hereinafter referred to as the"COUNTY", and NorthStar Contracting
Group, Inc. hereinafter referred to as the"CONSULTANT".
BACKGROUND RECITALS:
COUNTY selected CONSULTANT to provide professional consulting engineering services
("Services"), based on statement of qualifications received in response to Request for Proposals 2024018.
That the COUNTY and the CONSULTANT, in consideration of their mutual covenants, herein agree
with respect to the performance of professional consulting engineering services by the CONSULTANT, and
the payment for those services by the COUNTY, as set forth below and in individual Work Orders. This
agreement shall be referred to as the "MASTER AGREEMENT" under which future Work Orders will apply.
The CONSULTANT shall provide the COUNTY with consulting and support services and such other
related services as defined in specific Work Orders.
NOW THEREFORE, in accordance with the mutual covenants herein contained and other good and valuable
consideration,the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows:
1. GENERAL
1.1 Professional services shall be identified in individual Work Orders prepared by the COUNTY.Work Orders
will be executed by the Board of County Commissioners, County Administrator, or the Purchasing Manager, as
authorized. Work Orders shall include a description of services to be performed;a statement of fees;a schedule
of deliverables;proposed schedule for compensation and whether compensation is lump sum,maximum amount
not-to-exceed, task based, or any combination of the foregoing; a budget establishing the amount of
compensation to be paid with sufficient detail so as to identify all of the various elements of costs; a projected
schedule for completion of the work to be performed by the CONSULTANT;and any other additional instructions
or provisions relating to the specific Services authorized pursuant to each Work Order that does not conflict with
the terms of this Agreement.
1.2 Whenever the term "Work Order" is used herein, it is intended to mean that formal document that
is dated; serially numbered;and executed by both the COUNTY and the CONSULTANT by which the COUNTY
accepts CONSULTANT's proposal for specific services and CONSULTANT indicates a willingness to perform
such specific services for the terms and under the conditions specified in this Agreement. Each Work Order
must be fully executed by the COUNTY prior to issuance of the related Notice-to-Proceed.
1.3 Services related to any individual Work Order which would increase or decrease cost, or which
are otherwise outside the scope of Services or level of effort contemplated by the Work Order shall be
Services for which the CONSULTANT must obtain the prior written approval of the COUNTY,as provided by
this Agreement.All terms for the performance of such Services must be agreed upon in a written document
prior to any deviation from the terms of a Work Order; and when properly authorized and executed by
both the CONSULTANT and the COUNTY, shall become an amendment to the Work Order or a new Work
Order, at the sole option of the COUNTY. A separate Notice-to-Proceed may, at the sole option of the
COUNTY, be given for each phase of the services contained in any Work Order hereunder.
1.4 A Work Order shall not give rise to any contractual rights until it meets the foregoing
2024018 Agreement
requirements. Each written Work Order, as approved by the COUNTY, shall be an addendum to this
Agreement. Nothing contained in any Work Order shall conflict with the terms of this Agreement, and the
terms of this Agreement shall be deemed to be incorporated into each individual Work Order as if fully set
forth therein.
1.5 A schedule of current hourly billing rates is set forth in Exhibit 1, attached to this Agreement and
made a part hereof by this reference. These hourly billing rates will remain effective for the term of the
Agreement.
1.6 No representation or guarantee is made by Indian River County as to the minimum or maximum
dollar value,volume of work, or type of work, if any, that CONSULTANT will receive during the term of this
Agreement.
1.7 The Background Recitals are true and correct and form a material part of this Agreement.
2. COUNTY OBLIGATIONS
2.1 The COUNTY will provide the CONSULTANT with a copy of any preliminary data or reports available as
required in connection with the work to be performed under this Agreement, together with all available
drawings, surveys, right-of-way maps, and other documents in the possession of the COUNTY pertinent to a
Project.The CONSULTANT shall satisfy itself as to accuracy of any data provided.The CONSULTANT is responsible
for bringing to the COUNTY's attention, for the County's resolution, material inconsistencies or errors in such
data that come to the CONSULTANT'S attention.
2.2 The COUNTY shall arrange for access to, and make provisions for the CONSULTANT to enter upon,
public and private property(where required)as necessary for the CONSULTANT to perform its Services, upon
timely written request of CONSULTANT to COUNTY.
2.3 The COUNTY shall promptly execute all permit applications necessary to the Project.
2.4 The COUNTY shall examine any and all studies, reports, sketches, drawings, specifications,
proposals and other documents presented by the CONSULTANT, and render, in writing, decisions pertaining
thereto within a reasonable time.
2.5 Approval by the COUNTY of any of the CONSULTANT's work, including but not limited to drawings,
design specifications,written reports, or any work products of any nature whatsoever furnished hereunder,
shall not in any way relieve the CONSULTANT of responsibility for the technical accuracy and adequacy of
the work. Neither the COUNTY's review, approval or acceptance of, or payment for, any of the Services
furnished under this Agreement shall be construed to operate as a waiver of any rights under this Agreement
or of any cause of action arising out of the performance of this Agreement. The CONSULTANT shall be and
remain liable in accordance with all applicable laws for all damages to the COUNTY caused by the negligent
performance by the CONSULTANT of any of the Services furnished under this Agreement.
2.6 The COUNTY reserves the right to appoint one or more Project Managers for the specific Services in
connection with any Work Order.The Project Manager shall:
(a) act as the COUNTY's agent with respect to the Services rendered hereunder; (b) transmit instructions to
and receive information from the CONSULTANT; (c)communicate the COUNTY's policies and decisions to the
CONSULTANT regarding the Services; and (d) determine, initially, whether the CONSULTANT is fulfilling its
duties, responsibilities, and obligations hereunder.
2.7 The COUNTY shall give prompt written notice to the CONSULTANT whenever the COUNTY observes
2024018 Agreement
or otherwise becomes aware of any development that affects the timing or delivery of the CONSULTANT's
Services. If the CONSULTANT has been delayed in completing its Services through no fault or negligence of
either the CONSULTANT or any sub-consultant, and, as a result will be unable to perform fully and
satisfactorily under the provisions of this Agreement,then the CONSULTANT shall promptly notify the Project
Manager. In the COUNTY's sole discretion,and upon the submission to the COUNTY of evidence of the causes
of the delay, the Work Order shall be modified in writing as set forth in this Agreement, subject to the
COUNTY'S rights to change, terminate, or stop any or all of the Services at any time in accordance with this
Agreement.
2.8 The CONSULTANT shall not be considered in default for a failure to perform if such failure arises
out of causes reasonably beyond the CONSULTANT's control and through no fault or negligence of the
CONSULTANT. The parties acknowledge that adverse weather conditions, acts of God, or other unforeseen
circumstances of a similar nature, may necessitate modifications to this Agreement. If such conditions and
circumstances do in fact occur, then the COUNTY and CONSULTANT shall mutually agree, in writing, to the
modifications to be made to this Agreement.
3. RESPONSIBILITIES OF THE CONSULTANT
3.1 The CONSULTANT agrees to perform all necessary Services in connection with the assigned
Project(s) as set forth in the Work Orders and the Scope of Services attached hereto as Exhibit 2.
3.2 The CONSULTANT will endeavor not to duplicate any previous work done on any Project. Before
execution of a Work Order, the CONSULTANT shall consult with the COUNTY to clarify and define the
COUNTY's requirements for the Project.
3.3 The CONSULTANT agrees to complete each Project within the time frame specified in the Work
Order.
3.4 The CONSULTANT will maintain an adequate staff of qualified personnel.
3.5 The CONSULTANT will comply with all present and future federal, state, and local laws, rules,
regulations, policies, codes, and guidelines applicable to the Services performed under this Agreement.
3.6 The CONSULTANT, as a part of the consideration hereof, does hereby covenant and agree that: (1)
in connection with the furnishing of Services to the COUNTY hereunder, no person shall be excluded from
participation in, denied the benefits of, or otherwise subjected to discrimination in regard to the services to
be performed by CONSULTANT under this Agreement on the grounds of such person's race, color, religion,
sex, sexual orientation, gender identity, national origin, physical disability, or age; and (2) the CONSULTANT
shall comply with all existing requirements concerning discrimination imposed by any and all applicable local,
state, and federal rules, regulations,or guidelines; as such rules, regulations,or guidelines may be from time
to time amended.
3.7 The CONSULTANT shall during the entire term of this Agreement, procure and keep in full force,
effect, and good standing any and all necessary licenses, registrations, certificates, permits, and any and all
other authorizations as are required by local, state, or federal law, in order for the CONSULTANT to render
its Services as described in this Agreement.The CONSULTANT shall also require all sub-consultants to comply
by contract with the provisions of this section.
3.8 The CONSULTANT will prepare all necessary sketches and completed application forms to
accompany the COUNTY's applications for any required federal, state, or local permits. The CONSULTANT
2024018 Agreement
will reply, in writing, to all regulatory agencies' requests for additional information related to a permit
application. The CONSULTANT will document all meetings, conversations, and communication. with
permitting agencies. The CONSULTANT will provide the COUNTY with copies of all permit applications,
including attachments, and all related correspondence.The CONSULTANT acknowledges that preparation of
all applicable permits for the COUNTY's submittal to regulatory agencies, and the CONSULTANT's written
responses to all regulatory agencies' questions until the permit is issued or denied, are included within the
scope of basic compensation in each particular Work Order. No additional service work related to permitting
will be approved for any reason, except in the case where new permitting requirements become effective
after the effective date of a Work Order.
3.9 The CONSULTANT will cooperate fully with the COUNTY in order that all phases of the work may be
properly scheduled and coordinated.
3.10 The CONSULTANT will cooperate and coordinate with other COUNTY CONSULTANTS, as directed
by the COUNTY.
3.11 The CONSULTANT shall report the status of the Services under this Agreement or Work Order to
the County Project Manager upon request,and hold all reports,drawings,calculations and related work open
to the inspection of the County Project Manager or his authorized agent at any time, upon reasonable
request.
3.12 All documents, reports, tracings, plans, specifications, field books, survey notes and information,
maps, contract documents, and other data developed by the CONSULTANT for the purpose of this
Agreement, are and shall remain the property of the COUNTY. The foregoing items will be created,
maintained, updated, and provided in the format specified by the COUNTY. When all work contemplated
under this Agreement is complete, and upon final payment all of the above data shall be delivered to the
County Project Manager.
3.13 The CONSULTANT will confer with the COUNTY during the further development of reports or
documents for which the CONSULTANT has provided services, and the CONSULTANT will make corrections
and prepare any necessary revisions not involving a change in the scope of the work required, at no
additional cost to the COUNTY, within thirty (30) calendar days of notice by the COUNTY, or upon a
determination of the CONSULTANT of the existence of such errors or omissions, whichever event shall first
occur.
3.14 The CONSULTANT agrees to maintain complete and accurate books and records ("Books"), in
accordance with sound accounting principles and standards for all Services, costs, and expenditures under
this Agreement.The Books shall identify the Services rendered during each month of the Agreement and the
date and type of each Project-related expense.The COUNTY shall have the right at any reasonable time and
through any of its designated agents or representatives, to inspect and audit the Books for the purpose of
verifying the accuracy of any invoice. The CONSULTANT shall retain the Books, and make them available to
the COUNTY as specified above, until the later of three (3) years after the date of termination of this
Agreement, or such longer time if required by any federal, state, or other governmental law, regulation, or
grant requirement.
3.15 The CONSULTANT shall not assign or transfer any work under this Agreement without the prior written
consent of the COUNTY. When applicable and upon receipt of such consent from the COUNTY,the CONSULTANT
shall cause the names of the engineering and surveying firms responsible for the major portions of each separate
specialty of the work to be inserted on the reports or other data.
2024018 Agreement
3.16 All documents, including but not limited to drawings and reports, prepared by the CONSULTANT
pursuant to this Agreement are related exclusively to the Services described herein and are not intended or
represented to be suitable for reuse by the COUNTY or others on any other project. Reuse of any document or
drawing shall be at the COUNTY's own risk.
3.17 CONSULTANT is registered with and will use the Department of Homeland Security's E-Verify system
(www.e-verify.gov) to confirm the employment eligibility of all newly hired employees for the duration of this
agreement, as required by Section 448.095, F.S. CONSULTANT is also responsible for obtaining an affidavit from
all subcontractors and subconsultants, as required in Section 448.095(5)(b), F.S., stating the
subcontractor/subconsultant does not employ,contract with,or subcontract with an unauthorized alien.
3.18 The CONSULTANT shall not be held liable for any modifications made to the documents by others.
4. TERM; DURATION OF AGREEMENT
This Agreement shall become effective on March 5, 2024, and remain in full force and effect for a period of
three (3) years after the effective date, or until completion of all project phases as defined by the COUNTY,
whichever occurs later, or unless otherwise terminated by mutual consent of the parties hereto, or
terminated pursuant to Section 9 "Termination", This Agreement may be extended for one additional one
(1) year term, at the discretion of the County.
5. COMPENSATION
5.1 The COUNTY shall pay to the CONSULTANT a mutually agreed upon lump sum, per unit, or maximum
amount not-to-exceed fee for each task in the Work Order,to be paid in monthly installments or on a deliverable
basis, all as set forth in a Work Order. Duly certified invoices, phased as per the Work Order, shall be submitted
to the County Project Manager,in detail sufficient for proper prepayment and post payment audit.Upon submittal
of a proper invoice the County Project Manager will determine if the tasks or portions thereof have been
satisfactorily completed. Upon a determination of satisfactory completion, the County Project Manager will
authorize payment to be made. All payments for services shall be made to the CONSULTANT by the COUNTY in
accordance with the Florida Prompt Payment Act, as may be amended from time to time(Section 218.70, Florida
Statutes, et seq.).
5.1.1 The CONSULTANT shall include on the invoices any identifiable per diem, meals and lodgings, taxi
fares and miscellaneous travel-connected expenses for CONSULTANT's personnel subject to the limitations
of F. S. section 112.061, as may be amended from time to time. Travel expenses, if any, shall not be on a
direct pay basis by the COUNTY. Notwithstanding the foregoing,the CONSULTANT acknowledges and agrees
that it will not be reimbursed for any travel within Indian River County, both after a CONSULTANT arrives
from outside of Indian River County, and where a CONSULTANT maintains an office in Indian River County.
5.1.2 The COUNTY shall make direct payment of all permit fees paid to regulatory agencies for approvals
directly attributable to the Services under the Project. These permit fees do not include those permits
required for any construction contractor.
5.2 The COUNTY may at any time notify the CONSULTANT of requested changes to the Services under
an existing Work Order, and thereupon the COUNTY and the CONSULTANT shall execute a mutually
agreeable amended Work Order or a new Work Order.
The COUNTY shall have the sole right to reduce or eliminate, in whole or in part, any portion of the
Services under any Work Order at any time and for any reason, upon written notice to the CONSULTANT
2024018 Agreement
specifying the nature and extent of the reduction. In such event, the CONSULTANT shall be paid for the
Services already performed and also for the Services remaining to be done and not reduced or eliminated,
upon submission of invoices as set forth in this Agreement.
5.9 The COUNTY may, at any time and for any reason, direct the CONSULTANT to suspend Services, in
whole or in part under this Agreement. Such direction shall be in writing, and shall specify the period during
which Services shall be stopped.The CONSULTANT shall resume its Services upon the date specified,or upon
such other date as the COUNTY may thereafter specify in writing. Where the COUNTY has suspended the
Services under this Agreement for a period in excess of six (6) months, the compensation of CONSULTANT
for such suspended Services may be subject to modification. The period during which the Services are
stopped by the COUNTY shall be added to the time of performance of this Agreement.
6. ADDITIONAL WORK
6.1 If services in addition to the Services provided hereunder are required or desired by the County in
connection with the Project, the COUNTY may, at the sole option of the COUNTY: separately obtain same
outside of this Agreement; or request the CONSULTANT to provide, either directly by the CONSULTANT or
by a sub consultant, such additional services by a new Work Order or by a written amendment to a specific
Work Order.
7. OWNERSHIP AND REUSE OF DOCUMENTS
7.1 Ownership and Copyright: Ownership and copyright of all reports, tracings, plans, electronic files,
specifications,field books,survey information, maps, contract documents, and other data first developed by
the CONSULTANT pursuant to this Agreement, shall be vested in the COUNTY. Said materials shall be made
available to the COUNTY by the CONSULTANT at any time during normal business hours upon reasonable
request of the COUNTY. On or before the tenth day after all work contemplated under this Agreement or
individual Work Order is complete, all of the above materials shall be delivered to the County Project
Manager.
7.2 Reuse of Documents: All documents, including but not limited to reports, drawings and
specifications, prepared or performed by the CONSULTANT pursuant to this Agreement, are related
exclusively to the services described herein. They are not intended or represented to be suitable for reuse
by the COUNTY or others on extensions of this project or on any other project. The COUNTY's reuse of any
document or drawing shall be at the COUNTY's own risk. The COUNTY shall not hold the CONSULTANT liable
for any misuse by others.
8. INSURANCE AND INDEMNIFICATION
8.1 During the performance of the work covered by this Agreement, the CONSULTANT shall provide the
COUNTY with evidence that the CONSULTANT has obtained and maintains the insurance listed in the Agreement.
8.2 CONSULTANT shall maintain for the duration of the Agreement, insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of the work
hereunder by the CONSULTANT, its agents, representatives, or employees. The cost of such insurance shall be
included in the CONSULTANT's fees.
8.3 Minimum Scope of Insurance
A. Worker's Compensation as required by the State of Florida. Employers Liability of$100,000 each
accident, $500,000 disease policy limit, and $100,000 disease each employee.
2024018 Agreement
B. General Liability $1,000,000 combined single limit per accident for bodily injury and property
damage. Coverage shall include premises/operations, products/completed operations, contractual liability, and
independent contractors. COUNTY shall be named an "Additional Insured" on the certificate of insurance.
C. Auto Liability$500,000 combined single limit per accident for bodily injury and property damage.
Coverage shall include owned vehicles, hired vehicles,and non-owned vehicles.
D. Professional Liability Insurance providing coverage for negligent acts, errors, or omissions
committed by CONSULTANT with a $1,000,000 per claim/annual aggregate.This insurance shall extend coverage
to loss of interest, earning, profit, use and business interruption, cost of replacement power, and other special,
indirect, and consequential damages.
8.4 CONSULTANT's insurance coverage shall be primary.
8.5 All above insurance policies shall be placed with insurers with a Best's rating of no less that A-VII. The
insurer chosen shall also be licensed to do business in Florida.
8.6 The insurance policies procured, other than professional liability, shall be occurrence forms, not claims
made policies. Professional liability shall be on a claims-made basis.
8.7 The insurance companies chosen shall provide certificates of insurance prior to signing of contracts,to the
Indian River County Risk Management Department.
8.8 CONSULTANT shall provide the Indian River County Risk Management Department with a certificate of
insurance that states that the insurance company will provide 30 days notice to the Risk Management Department,
of cancellation and/or nonrenewal.
8.9 The CONSULTANT shall ensure all subconsultants to maintain the insurance as detailed herein.
8.10 Any deductibles or self-insured retentions greater than $100,000 must be approved by the Risk
Manager for Indian River County,with the ultimate responsibility for same going to the CONSULTANT.
8.11 The Consultant shall indemnify and hold harmless the County and its commissioners, officers,
employees and agents, from liabilities, damages, losses, and costs, including, but not limited to, reasonable
attorney's fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the
CONSULTANT and other persons employed or utilized by the CONSULTANT in the performance of the contract.
9. TERMINATION
9.1 This Agreement may be terminated: (a) by the COUNTY, for any reason, upon thirty(30) days' prior
written notice to the CONSULTANT; or (b) by the CONSULTANT, for any reason, upon thirty (30) days' prior
written notice to the COUNTY; or (c) by the mutual Agreement of the parties; or d) as may otherwise be
provided below. In the event of the termination of this Agreement, any liability of one party to the other
arising out of any Services rendered, or for any act or event occurring prior to the termination, shall not be
terminated or released.
9.2 In the event of termination by the COUNTY,the COUNTY's sole obligation to the CONSULTANT shall
be payment for those portions of satisfactorily completed work previously authorized by approved Work
Order. Such payment shall be determined on the basis of the hours of work performed by the CONSULTANT,
or the percentage of work complete as estimated by the CONSULTANT and agreed upon by the COUNTY up
to the time of termination. In the event of such termination, the COUNTY may, without penalty or other
obligation to the CONSULTANT, elect to employ other persons to perform the same or similar services.
2024018 Agreement
9.3 The obligation to provide services under this Agreement may be terminated by either party upon
seven (7) days prior written notice in the event of substantial failure by the other party to perform in
accordance with the terms of this Agreement through no fault of the terminating party.
9.4 In the event that the CONSULTANT merges with another company, becomes a subsidiary of, or
makes any other substantial change in structure,the COUNTY reserves the right to terminate this Agreement
in accordance with its terms.
9.5 In the event of termination of this Agreement, the CONSULTANT agrees to surrender any and all
documents first prepared by the CONSULTANT for the COUNTY in connection with this Agreement.
9.6 The COUNTY may terminate this Agreement for refusal by the CONSULTANT to allow public access
to all documents, papers, letters, or other material subject to the provisions of Chapter 119 Florida Statutes
and made or received by the CONSULTANT in conjunction with this Agreement.
9.7 The COUNTY may terminate this Agreement in whole or in part if the CONSULTANT submits a false
invoice to the COUNTY.
9.8 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. OWNER 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.
9.9 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,create pursuant to Section 215.473 of the Florida Statutes and are not engaged
in business operations in Cuba or Syria. COUNTY may terminate this agreement 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.
10. MISCELLANEOUS PROVISIONS
10.1 Independent Contractor. It is specifically understood and acknowledged by the parties hereto
that the CONSULTANT or employees or sub-consultants of the CONSULTANT are in no way to be considered
employees of the COUNTY, but are independent contractors performing solely under the terms of the
Agreement and not otherwise.
10.2 Merger; Modification. This Agreement incorporates and includes all prior and contemporaneous
negotiations, correspondence, conversations, agreements, or understandings applicable to the matters
contained herein and the parties agree that there are no commitments, agreements, or understandings of
any nature whatsoever concerning the subject matter of the Agreement that are not contained in this
document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any
prior or contemporaneous representations or agreements, whether oral or written. No alteration, change,
or modification of the terms of this Agreement shall be valid unless made in writing and signed by the
CONSULTANT and the COUNTY.
2024018 Agreement
10.3 Governing Law; Venue. This Agreement, including all attachments hereto, shall be construed
according to the laws of the State of Florida.Venue for any lawsuit brought by either party against the other
party or otherwise arising out of this Agreement shall be in Indian River County, Florida, or, in the event of
federal jurisdiction, in the United States District Court for the Southern District of Florida.
10.4 Remedies; No Waiver. All remedies provided in this Agreement shall be deemed cumulative and
additional, and not in lieu or exclusive of each other or of any other remedy available to either party, at law
or in equity. Each right, power and remedy of the parties provided for in this Agreement shall be cumulative
and concurrent and shall be in addition to every other right, power or remedy provided for in this Agreement
or now or hereafter existing at law or in equity or by statute or otherwise.The failure of either party to insist
upon compliance by the other party with any obligation,or exercise any remedy,does not waive the right to
so in the event of a continuing or subsequent delinquency or default.A party's waiver of one or more defaults
does not constitute a waiver of any other delinquency or default. If any legal action or other proceeding is
brought for the enforcement of this Agreement or because of an alleged dispute, breach, default, or
misrepresentation in connection with any provisions of this Agreement, each party shall bear its own costs.
10.5 Severability. If any term or provision of this Agreement or the application thereof to any person or
circumstance shall,to any extent,be held invalid or unenforceable for the remainder of this Agreement,then
the application of such term or provision to persons or circumstances other than those as to which it is held
invalid or unenforceable shall not be affected, and every other term and provision of this Agreement shall
be deemed valid and enforceable to the extent permitted by law.
10.6 Availability of Funds. The obligations of the COUNTY under this Agreement are subject to the
availability of funds lawfully appropriated for its purpose by the Board of County Commissioners of Indian
River County.
10.7 No Pledge of Credit.The CONSULTANT shall not pledge the COUNTY's credit or make it a guarantor
of payment or surety for any contract, debt, obligation,judgment, lien, or any form of indebtedness.
10.8 Survival. Except as otherwise expressly provided herein, each obligation In this Agreement to be
performed by CONSULTANT shall survive the termination or expiration of this Agreement.
10.9 Construction. The headings of the sections of this Agreement are for the purpose of convenience
only, and shall not be deemed to expand, limit, or modify the provisions contained in such sections. All
pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular
or plural, as the identity of the parties or parties may require. The parties hereby acknowledge and agree
that each was properly represented by counsel and this Agreement was negotiated and drafted at arm's-
length so that the judicial rule of construction to the effect that a legal document shall be construed against
the draftsperson shall be inapplicable to this Agreement.
10.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original copy and all of which shall constitute but one and the same instrument.
10.11 Public Records Compliance
Indian River County 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 County to perform the service.
(2) Upon request from the County's Custodian of Public Records, provide the County with a copy of the requested
2024018 Agreement
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 County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the
Consultant or keep and maintain public records required by the County to perform the service. If the Consultant
transfers all public records to the County 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 contractor keeps and maintains public records upon completion of the contract, the Consultant shall meet
all applicable requirements for retaining public records. All records stored electronically must be provided to the
County, upon request from the Custodian of Public Records, in a format that is compatible with the information
technology systems of the County.
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@indianriver.gov
Indian River County Office of the County Attorney
1801 27th Street
Vero Beach, FL 32960
C. Failure of the Consultant to comply with these requirements shall be a material breach of this Agreement.
11. FEDERAL CLAUSES
For any work requested that will be paid for in part or whole by federal funds,the following terms will apply:
A. Contract Work Hours and Safety Standards: (1)The CONSULTANT or subcontractor shall maintain payrolls
and basic payroll records during the course of the work and shall preserve them for a period of three years
from the completion of the contract for all laborers and mechanics,including guards and watchmen,working
on the contract. Such records shall contain the name and address of each such employee, social security
number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked,
deductions made, and actual wages paid. (2) Records to be maintained under this provision shall be made
available by the CONSULTANT or subcontractor for inspection, copying, or transcription by authorized
representatives of the Department of Homeland Security,the Federal Emergency Management Agency, and
the Department of Labor, and the CONSULTANT or subcontractor will permit such representatives to
interview employees during working hours on the job.
B. Suspension and Debarment: (1)This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and
2 C.F.R. pt. 3000.As such the CONSULTANT is required to verify that none of the 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)or disqualified (defined at 2 C.F.R. § 180.935).
(2) The 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.
(3)This certification is a material representation of fact relied upon by OWNER. If it is later determined that
2024018 Agreement
the 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 OWNER,the Federal Government may pursue available remedies, including but not
limited to suspension and/or debarment. (4)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.
C. Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended):Contractors and Firms 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 who in turn will forward the certification(s)to the awarding agency.
D. Procurement of Recycled/Recovered Materials: (1) In the performance of this contract,the CONSULTANT
shall make maximum use of products containing recovered materials that are EPA-designated items unless
the product cannot be acquired—(i) Competitively within a timeframe providing for compliance with the
contract performance schedule; (ii) Meeting contract performance requirements; or (iii) At a reasonable
price.
(2) Information about this requirement is available at EPA's Comprehensive Procurement Guidelines web
site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program.
(3) The CONSULTANT also agrees to comply with all other applicable requirements of Section 6002 of the
Solid Waste Disposal Act.
E. Prohibition on Contracting for Covered Telecommunications Equipment or Services:
(a) Definitions. As used in this clause, the terms backhaul; covered foreign country; covered
telecommunications equipment or services;interconnection arrangements; roaming;substantial or essential
component; and telecommunications equipment or services have the meaning as defined in FEMA Policy
405-143-1, Prohibitions on Expending FEMA Award Funds for Covered Telecommunications Equipment or
Services(Interim),as used in this clause—
(b) Prohibitions: (1) Section 889(b) of the John S. McCain National Defense Authorization Act for Fiscal Year
2019,Pub. L. No. 115-232,and 2 C.F.R.§200.216 prohibit the head of an executive agency on or after Aug.13,
2020, from obligating or expending grant, cooperative agreement, loan, or loan guarantee funds on certain
telecommunications products or from certain entities for national security reasons. (2) Unless an exception
in paragraph (c) of this clause applies, the CONSULTANT and its subcontractors may not use grant,
cooperative agreement, loan, or loan guarantee funds from the Federal Emergency Management Agency to:
(i) Procure or obtain any equipment,system,or service that uses covered telecommunications equipment or
services as a substantial or essential component of any system, or as critical technology of any system; (ii)
Enter into, extend, or renew a contract to procure or obtain any equipment, system, or service that uses
covered telecommunications equipment or services as a substantial or essential component of any system,
or as critical technology of any system; (iii) Enter into, extend, or renew contracts with entities that use
covered telecommunications equipment or services as a substantial or essential component of any system,
or as critical technology as part of any system; or (iv) Provide, as part of its performance of this contract,
subcontract, or other contractual instrument, any equipment, system, or service that uses covered
telecommunications equipment or services as a substantial or essential component of any system, or as
critical technology as part of any system.
(c) Exceptions. (1)This clause does not prohibit CONSULTANTs from providing—
(i) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection
2024018 Agreement
arrangements;or(ii)Telecommunications equipment that cannot route or redirect user data traffic or permit
visibility into any user data or packets that such equipment transmits or otherwise handles. (2) By necessary
implication and regulation,the prohibitions also do not apply to:(i)Covered telecommunications equipment
or services that: i. Are not used as a substantial or essential component of any system; and ii. Are not used
as critical technology of any system. (ii) Other telecommunications equipment or services that are not
considered covered telecommunications equipment or services.
(d) Reporting requirement. (1) In the event the CONSULTANT identifies covered telecommunications
equipment or services used as a substantial or essential component of any system, or as critical technology
as part of any system, during contract performance, or the contractor is notified of such by a subcontractor
at any tier or by any other source, the CONSULTANT shall report the information in paragraph (d)(2) of this
clause to the recipient or subrecipient, unless elsewhere in this contract are established procedures for
reporting the information.(2)The CONSULTANT shall report the following information pursuant to paragraph
(d)(1) of this clause: (i) Within one business day from the date of such identification or notification: The
contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if
known);supplier Commercial and Government Entity(CAGE)code(if known); brand; model number(original
equipment manufacturer number, manufacturer part number,or wholesaler number); item description;and
any readily available information about mitigation actions undertaken or recommended. (ii) Within 10
business days of submitting the information in paragraph (d)(2)(i) of this clause: Any further available
information about mitigation actions undertaken or recommended. In addition, the CONSULTANT shall
describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or
services, and any additional efforts that will be incorporated to prevent future use or submission of covered
telecommunications equipment or services.
(e) Subcontracts. The CONSULTANT shall insert the substance of this clause, including this paragraph (e), in
all subcontracts and other contractual instruments.
F. Domestic Preference for Procurements: As appropriate, and to the extent consistent with law, the
CONSULTANT should,to the greatest extent practicable, provide a preference for the purchase, acquisition,
or use of goods, products,or materials produced in the United States.This includes, but is not limited to iron,
aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the
United States means, for iron and steel products, that all manufacturing processes, from the initial melting
stage through the application of coatings,occurred in the United States. Manufactured products mean items
and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics
and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including
optical fiber;and lumber.
G. Access to Records: The following access to records requirements apply to this contract: (1) The
CONSULTANT agrees to provide OWNER, the State of Florida, 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 CONSULTANT which are directly pertinent to this contract for the purposes of
making audits, examinations,excerpts, and transcriptions. (2)The CONSULTANT agrees to permit any of the
foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as
reasonably needed. (3) The CONSULTANT agrees to provide the FEMA Administrator or his authorized
representatives access to documents pertaining to the work being completed under the contract. (4) In
compliance with section 1225 of the Disaster Recovery Act of 2018, the OWNER and the CONSULTANT
acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by
the FEMA Administrator or the Comptroller General of the United States.
H. DHS Seal, Logo, and Flags:The 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. The CONSULTANT shall
include this provision in any subcontracts.
2024018 Agreement
I. Compliance with Federal Law, Regulations, and Executive Orders:This is an acknowledgement that FEMA
financial assistance will be used to fund all or a portion of the contract.The CONSULTANT will comply will all
applicable Federal law, regulations,executive orders, and FEMA policies, procedures, and directives.
J. No Obligation by Federal Government: The Federal Government is not a party to this contract and is not
subject to any obligations or liabilities to the non-Federal entity,CONSULTANT,or any other party pertaining
to any matter resulting from the contract.
K. Program Fraud and False or Fraudulent Statements or Related Acts:The CONSULTANT acknowledges that
31 U.S.C.Chap.38(Administrative Remedies for False Claims and Statements)applies to its actions pertaining
to the contract.
L. Affirmative Steps: If subcontracts are to be let, the prime CONSULTANT is required to take all necessary
steps identified in 2 C.F.R. § 200.321(b)(1)-(5) to ensure that small and minority businesses, women's
business enterprises,and labor surplus area firms are used when possible.
M.License and Delivery of Works Subject to Copyright and Data Rights:The CONSULTANT grants to the Owner
a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the
performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works,
distribute copies to the public, and perform publicly and display publicly such data. For data required by the
contract but not first produced in the performance of this contract,the CONSULTANT will identify such data
and grant to the Owner or acquires on its behalf a license of the same scope as for data first produced in the
performance of this contract. Data,as used herein,shall include any work subject to copyright under 17 U.S.C.
§ 102,for example,any written reports or literary works,software and/or source code, music,choreography,
pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or
video recordings,and architectural works. Upon or before the completion of this contract,the CONSULTANT
will deliver to the Owner data first produced in the performance of this contract and data required by the
contract but not first produced in the performance of this contract in formats acceptable by the Owner.
2024018 Agreement
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written•a{�ve.
.41 c9.1Y•.1-S§/0,
NorthStar Contracting Group, Inc. INDIAN RIVER COUNTY
By its Board of County C• .- s'ilw• -rs:*. J, i*:
Byi.
B j / �� ;� • :Q
Name ILt'7,)J W Ica Su-. •ams,Chairman o��.. T, o�;:
Title peocAptd. O.) CiikQX) '. i -R coo
Date VI gi20 2-41 Date Approved by BCC: March 5 , 2024
Witness: Attest: Ryan L. Butler,Clerk of Court
And Comptroller
B , I/ II . ii ' I By SLIALL 4Il ,
I u. ! �i O• I Deputy Clerk
Printed Name �"L.�
Appr. e•:
•hn A.Titka ich,Jr., County A• inistrator
Approved as to rm : • le: I iency:
•K. Keith Jackman,Assistant County Attorney
2024018 Agreement
2024018 Indian River County Environmental Land Acquisition Consultant Services
PROPOSAL PRICING
Proposer submits the following prices for the work described in this solicitation:
Personnel Classification Hourly Rate
Contract Manager $ 140.00
Project Manager $ 135.00
Environmental Professional $ 130.00
Professional Geologist/Engineer $ 135.00
Scientist/Biologist/Engineer $ 105.00
GIS/Database Manager $ 125.00
GIS Analyst $ 95.00
Graphic Designer $ 90.00
Technical Writer/Editor $ 105.00
Outreach Coordinator $ 150.00
$ — —
The undersigned hereby certifies that they have read and understand the contents of this solicitation
and agree to furnish at the prices shown above all of the services specified in the RFP document,subject
to all instructions, conditions, specifications and attachments hereto. Failure to have read all the
provisions of this solicitation shall not be cause to alter any resulting contract or request additional
compensation.
NorthStar Contracting Group, Inc. November 30, 2023
Name oyFirm Date Signed
Azeuth
kbell@northstar.com
d Signature Email
Principal In Charge, Environmental Services ( 813 ) 684 -4400
Title Phone
Page 13 of 21
Exhibit 2—Scope of Services
On March 8, 2022, the Indian River County Board of County Commissioners (BCC) approved Resolution
2022-016 which called for an Environmental Bond Referendum for the qualified electors to consider in
the November 8, 2022 general election.The referendum included funding for an environmental bond
towards the acquisition of environmentally significant lands to restore the Indian River Lagoon, protect
water resources, drinking water sources, wildlife habitat and natural areas, and construct public access
improvements.The voters passed the Resolution.
The County is soliciting proposals by qualified firms to provide services to implement the County's
environmental lands acquisition program in coordination with the Indian River County Environmental
Lands Acquisition Panel (ELAP) and County advising staff.The ELAP is a nine-member committee with
representation from throughout the County.The ELAP is tasked with reviewing and ranking potential
acquisition sites for consideration by the BCC.
Once a site has been placed on the list for potential acquisition, pre-acquisition activities begin.This
involves contacting the property owner(s), identifying cost-share opportunities, selecting appraisers,
reviewing appraisals, developing an acquisition strategy, and negotiating the sale. Once negotiations
have been successfully concluded and an option contract executed, other pre-acquisition activities,
such as selecting surveyors, conducting surveys, managing environmental assessments, developing
management plans, and others, are undertaken.
In conjunction with county staff, the acquisition consultant will undertake and manage the above
referenced activities.This Request for Proposal is intended to establish a term contract of several years
under which the consultant shall perform tasks in one or more of the task categories hereinafter
described.
Work Provided by the County
The County will select and provide a list of properties to be considered for environmental land
acquisition. In addition, the County will provide: landownership information; tax assessor information;
general information on each property's environmental characteristics; and information on local
comprehensive plans policies and land development regulations as they affect land value.
The County will also be responsible for filling out and submitting complete applications for state or
federal cost-share funds, as applicable.
Consultant Tasks
The land acquisition consultant will be responsible for: managing pre-acquisition due diligence
activities; conducting acquisition negotiations; and developing stewardship/management plans for
selected properties. Each individual task result/product is subject to County authorization and/or
approval.The consultant shall provide regular progress reports to the County concerning the status of
each individual task.
(1) Management of pre-acquisition due diligence activities
a) Develop work plans for properties under consideration for acquisition,entailing a flexible time
table which sets forth goals for the schedule and plan of pre-acquisition due diligence activities.
Due diligence investigation includes independently conducted appraisals, title searches and
2024018 Agreement
commitments, surveys, environmental assessments and any other items deemed necessary by
county staff in connection with a proposed acquisition. Deliverable:work plan for each
property under acquisition consideration.
b) Develop a short-list of state-approved environmental land acquisition appraisers and establish
appraisal procedures and instructions for potential appraisers for each property. Deliverable:
state approved appraisers short list,appraisal procedures report.
c) Contract for, and review, appropriate boundary-mapping activities, surveys, environmental
audits, and appraisals, ensuring that the methodology employed by selected professionals
complies with the standards required by various state and federal funding agencies that might
review the results of their work. Deliverable: boundary map surveys,environmental audit
reports, and independent appraisals,in compliance with state or federal standards, as
applicable.
(2) Conduct acquisition negotiations
a) Establish ownership contacts within land acquisition project boundaries and negotiate for the
purchase of properties with the landowners or their representatives, obtaining purchase
options when appropriate.
b) Negotiate alternatives to fee simple purchase when appropriate (e.g., conservation easements).
Work products would be documents related to fee simple purchase, conservation easement
documents, other documents for less than fee simple purchase, as applicable.
c) Prepare and review basic legal documents, such as option agreements,joint acquisition
agreements, affidavits, and contracts,for conservation lands acquisition.
d) Maintain communications with the County, community and environmental organizations,
landowners, and other government agencies to increase visibility and gain public support.This
coordination may include presentations, interviews, and other public communications, as
applicable.
(3) Develop stewardship/management plans
a) Develop conceptual stewardship/management plans for properties acquired or proposed for
acquisition.These plans shall include such topics as management cost estimates, fire
management procedures, exotic species control, restoration, monitoring, research, endangered
species management, volunteer program development, and procurement of outside funding for
environmental lands management. The County is in the process of retaining an environmental
consultant to complete due diligence assessments.This environmental consultant will be
available, as needed, to provide input for land management planning, restoration assessments,
and wildlife survey and coordination of habitat requirements.
Plans shall also include recommendations for public access/passive recreation improvements
compatible with site natural resources; initial development cost and annual maintenance cost
estimates for such improvements; and funding source recommendations for such costs.
2024018 Agreement