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Home My WebLink AboutCarlisle Thompson , LLC - Piggyback Rider for FEMA Consulting Services 2023 11 29PIGGYBACK RIDER — Carlisle Thompson, LLC THIS "PIGGYBACK" RIDER AGREEMENT ("Agreement") is made and entered into this ` `° day of f- io o _ e y i L 2023, between the CITY OF WINTER SPRINGS, a Florida municipal corporation ("City"), and CARLISLE THOMPSON, LLC, a Florida limited liability company with principal offices located at 405 W. Sequoia Spur, Georgetown, Texas 78628 ("Consultant"). The City and the Consultant (collectively, "parties") agree as follows: 1. The Purchasing Policies of the City of Winter Springs allow for "piggybacking" contracts. Pursuant to this procedure, the City is allowed to "piggyback" an existing government contract without the need to obtain formal or informal quotations, proposals, or bids. The parties agree that Consultant has entered into a contract with Seminole County, Florida, and that said contract is identified as: Disaster Recovery Consultant Services — FEMA (RFP-604605- 23/LAS), dated November 16, 2023, ("Original Government Contract"). 2. The Original Government Contract, including all Contract Documents, Exhibits, and Attachments as defined in the Original Government Contract, is incorporated herein by reference. The Original Government Contract is attached hereto as Exhibit "A." The terms and conditions set forth in the Original Government Contract (Exhibit "A") are incorporated herein and said terms and conditions are fully binding on the parties except to the extent expressly modified herein. 3. Notwithstanding the requirement that the Original Government Contract is fully binding on the parties, the parties have agreed to modify certain provisions of the Original Government Contract as applied to this Agreement between the Consultant and City of Winter Springs, as follows: a. Notwithstanding anything in Exhibit "A" to the contrary, the following terms shall be substituted throughout the Original Government Contract. "Seminole County" shall be substituted for "City of Winter Springs." All references to the "County Manager" shall be substituted for "City Manager." Any reference to the "County" shall be replaced with reference to the "City." b. The term of this Agreement with the City of Winter Springs shall take effect on the date of execution by the City and Contractor and shall continue for the duration of the Original Government Contract or until all outstanding Purchase or Task Orders issued prior to the expiration of this Agreement have been either completed or terminated. c. Section 5 —Compensation — shall be amended to provide that the City shall compensate the Consultant for the professional services provided for under this Agreement in an amount not to exceed $ 50,000.00, unless an amendment authorizing additional work and related costs is approved by the City Commission, inclusive of all Purchase or Task Orders. Consultant will be compensated in accordance with the rate schedule contained within the Original Government Contract. Piggyback Rider City of Winter Springs and Carlisle Thompson, LLC Page 1 of 5 d. Section 6 — Reimbursable Expenses — Subsection (a)(1)(C) shall be amended to delete "located in Seminole County, Florida." Subsection (a)(1)(D) shall be stricken and replaced with the following: "Meals and incidentals will be reimbursed at the Federal Per Diem rate. The federal rate for Seminole County, FL for FY 2022/2023 is $59.00 per day without receipts." Sections 7 and 8 — Payment and Billing — shall be amended to provide that the Purchase or Task Orders under this Agreement will be issued on a time and materials, not -to - exceed basis. In no event will Consultant be paid more than $ 50,000.00 in total over the term of this Agreement unless an amendment authorizing additional work and related costs is approved by the City Commission. Invoices shall be sent to: City of Winter Springs Attn: Finance Department 1126 East State Road 434 Winter Springs, Florida, 32708. Invoices shall be due and payable as provided by the Florida Local Government Prompt Payment Act s.218.70 et. seq., Florida Statutes. f. Section 11 — Termination — Section 11(2)(d) shall be stricken and restated as follows: Force Majeure. Any delay or failure of either party in the performance of its required obligations hereunder shall be excused if and to the extent caused by acts of God; fire; flood; windstorm; explosion; riot; war; sabotage; strike (except involving the Consultant's labor force); extraordinary breakdown of or damage to City's affiliates' facilities; court injunction or order; federal and/or state law and/or regulation; or order by any other regulatory agency, provided that prompt notice of such delay is given by such party to the other and each of the parties hereto shall be diligent in attempting to remove such cause or causes. If any circumstance of Force Majeure remains in effect for sixty (60) days, either party may terminate this Agreement. Monetary damages will not be awarded in the event of Force Majeure. g. Section 12 — Conflict with Contract Documents — shall be amended to provide that whenever the terms of this Agreement conflict with other Contract Documents, the order of precedence shall be: 1. Addenda or change orders to this Agreement entered subsequent to the Effective Date of this Agreement. 2. This Agreement. 3. The Original Government Contract. 4. Purchase or Task Orders entered pursuant to this Agreement. Piggyback Rider City of Winter Springs and Carlisle Thompson, LLC Page 2 of 5 h. Section 16 —Assignment —shall be amended to provide that neither this Agreement nor any interest in it may be assigned, transferred, or otherwise encumbered under any circumstances. Section 18 — Indemnification of CITY - shall be amended to provide that, for purposes of this indemnification only, the Consultant's obligation to indemnify the City includes indemnification for claims made by the employees of Consultant against the City. Further, Consultant hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes. This waiver has been specifically and mutually negotiated by the parties. Section 20 — Dispute Resolution — shall be amended to provide that the County dispute resolution procedures for proper invoice and payment disputes set forth in Section 22.15, "Prompt Payment Procedures," Seminole County Administrative Code, shall be utilized by the City, except that, if an improper payment request or invoice is submitted by Consultant, the City shall have 10 days after the improper payment request or invoice is received to notify the Consultant, in writing, that the payment request or invoice was improper and indicate the corrective action on the part of the Consultant that is needed to make the payment request or invoice proper, in accordance with the Local Government Prompt Payment Act, s. 218.76, Florida Statutes. Contract claims shall not be subject to the procedures of Section 3.5541, Seminole County Administrative Code. The remainder of the Section shall continue to apply. k. Section 27 — Public Records Law — is amended to additionally require that if Consultant fails to comply with this Section, and the City must enforce this Section, or the City suffers a third party award of attorney's fees and/or damages for violating Chapter 119, Florida Statutes, due to Consultant's failure to comply with this Section, the City shall collect from Consultant prevailing party attorney's fees and costs, and any damages incurred by the City, for enforcing this Section against Consultant. If applicable, the City shall also be entitled to reimbursement of all attorneys' fees and damages which the City had to pay a third party because of the Consultant's failure to comply with this Section. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO ITS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: City Clerk, City of Winter Springs, 1126 East State Road 4349 Winter Springs, FL 32708 or City-Clerk- Department@winterspringsfl.org or (407) 327-6560. Section 28 — Governing Law, Jurisdiction and Venue — Shall be amended to provide the venue for any action arising out of or relating to this Agreement shall lie in Seminole County for state court actions and Orlando, Florida for federal court actions. Piggyback Rider City of Winter Springs and Carlisle Thompson, LLC Page 3 of 5 in. Section 31— Notices — shall be amended to reflect that notice directed to the City shall be directed to: City Manager City of Winter Springs, Florida 1126 East State Road 434 Winter Springs, Florida 32708. n. A new Section 34 — Sovereign Immunity is hereby added as follows: The City intends to avail itself of the benefits of Section 768.28, Florida Statutes and any other statutes and common law governing sovereign immunity to the fullest extent possible. Neither this provision nor any other provision of this Agreement shall be construed as a waiver of the City's right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the City's potential liability under state or federal law. Consultant agrees that City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, City shall not be liable for any claim or judgment, or portion thereof, to any one person for over two hundred thousand dollars ($200,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds three hundred thousand dollars ($300,000.00). Nothing in this Agreement is intended to inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. This paragraph shall survive termination of this Agreement. o. Anew Section 35 —Attorney Fees is hereby added as follows: Should either party bring an action to enforce any of the terms of this Agreement, each parry shall bear its own costs and expenses of such action including, but not limited to, reasonable attorney's fees, whether at settlement, trial or on appeal. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] IN WITNESS WHEREOF, authorized representatives of the CITY and CONSULTANT have executed this Piggyback Rider on the date below noted: Piggyback Rider City of Winter Springs and Carlisle Thompson, LLC Page 4 of 5 Philip Hursh, Interim City Manager Date: < < 19 2623 Carlisle Thompson, LLC: Printed Name and Title: Connie Brice, President Date: 11-27-2023 EXHIBIT A ORIGINAL GOVERNMENT CONTRACT Piggyback Rider City of Winter Springs and Carlisle Thompson, LLC Page 5 of 5 DISASTER RE?COVERY CONSULTANT SERVICES - FFMA (RFP-604605-23/LAS) THIS AGREEMENT is dated as of the 1&"-k day of BVQ Bf 20 d 3 , by and between CARLISLE THOMPSON LLC, duly authorized to conduct business in the State of Florida, whose address is 405 W. Sequoia Spur, Georgetown, TX, 78628, in this Agreement referred to as "CONSULTANT", and SEMINOLE COUNTY, a charter county and political subdivision of the State of Florida, whose address is Seminole County Services Building, 1101 E. I" Street, Sanford, Florida 32771, in this Agreement referred to as "COUNTY". WITNESSETH: WHEREAS, COUNTY desires to retain the services of a competent and qualified consultant to provide disaster recovery consultant services to Seminole County; and WHEREAS, COUNTY has requested and received expressions of interest for the retention of' services of consultants; and WHEREAS, CONSULTANT is competent, qualified, and desires to provide those services according to the terms and conditions stated in this Agreement, NOW, THEREFORE, in consideration of the mutual understandings and covenants set forth in this Agreement, COUNTY and CONSULTANT agree as follows: Section 1. Services. (a) COUNTY hereby retains CONSULTANT to provide professional services and perform those tasks as further described in the Scope of Services attached as Exhibit A and made a part of this Agreement. Required services will be specifically enumerated, described, and depicted in the Purchase Orders authorizing performance of the specific project, task, or study. CC'NSUL."1',-%NT is also bourd by all requirements as contained in the solicitation package, all Disaster Recovery Consultant Services — FEMA (RFP-604.605-23/I ,A S ) Page I of 24 --—————————————————————————————————————————————————————————————————————— Certified Copy - Grant Malloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller 6 eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid ; ;" L eCertified Id: 14C7-C7KE-167Q Page 1 of 45 addenda to this package, _ ::.:; UiTANT's subi,u:;sion in response to this solicitation (collectively. the "contract Ciocuments"). This Agreement standing alone does not authorize the performance of any work or require COUNTY to place any orders for work. Section 2. Term. :".i:> Agreement takes effect on the date of its execution by COUNTY and continues for a period of three (3) years and, at the sole option of COUNTY, may be renewed for two (2) successive periods not to exceed one (1) year each. Expiration of the term of this Agreement will have no effect upon Purchase Orders issued pursuant to this Agreement and prior to the expiration date. Obligations of both parties under such Purchase Orders will remain in effect until completion of the work authorized by the respective Purchase Order. Section 3. Authorization for Services. Authorization for performance of services by CONSULTANT under this Agreement must be in the form of written Purchase Orders issued and executed by COUNTY and signed by CONSULTANT. A sample Purchase Order is attached as Exhibit B. Each Purchase Order must describe the services required, state the dates for commencement and completion of work, and establish the amount and method of payment. Tile Purchase Orders will be issued under and will incorporate the terms of this Agreement. COUNTY makes no covenant or promise as to the number of available projects or that CONSULTANT will perform any project for COUNTY during the term of this Agreement. COUNTY reserves the right to contract with other parties for the services contemplated by this Agreement when it is determined by COUNTY to be in the best interest of COUNTY to do so. Section 4. Time for Completion. The services to be rendered by CONSULTANT must be commenced as specified in such Purchase Orders as may be issued under this Agreement and must be completed within the time specified in the respective Purchase Order. Di:aster 'e:.)very Consultant Services — FEMA (RFC-604605-23 /U. S ) ?age cf 24 ------------------------------------------------------------------------ Certified Copy - Grant Maloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid ; ;" L eCertified Id: 14C7-C7KE-167Q Page 2 of 45 Section 5. Comp,.--;., 'A'an. COUNTY shall compensate CONSULTANT for the professional services provided for under this Agreement on either a "Fixed Fee" basis or on a "Time Basis Method". CONSULTANT will be compensated at the rates as outlined in Exhibit C, Contract Pricing. Section 6. Reimbursable Expenses. (a) If a Purchase Order is issued on a Fixed Fee or Time Basis Method, then reimbursable expenses are in addition to the hourly rates. Reimbursable expenses are subject to the applicable "Fixed Fee" or "Not -to -Exceed" amount set forth in the Purchase Order. Reimbursable expenses may include actual expenditures made by CONSULTANT, its employees, or its professional associates in the interest of the Project for the expenses listed in the following paragraphs: (1) COUNTY shall reimburse CONSULTANT for the following costs: travel expenses in connection with the Project based on Sections 112.061(7) and (8), Florida Statutes, or its successor and subject to the limitation listed below; long distance calls and telegrams; and fees paid for securing approval of authorities having jurisdiction over the Project. COUNTY is not obligated to reimburse CONSULTANT for the costs of meals, travel, vehicle mileage, tolls, and parking for the local employees of CONSULTANT. that is, employees located within fifty (50) miles of the job site. A. Reimbursement for mileage must be at the rate allowable by the federal Internal Revenue Service. Reimbursement for local mileage, defined as within a fifty (50) mile radius of the job site, is not allowed. B. Car rental reimbursement is limited to compact cars for up to two (2) occupants and intermediate cars for more than two (2) occupants, Disaster Recovery Consultant Services — FEMA (RFP-604605-23/l.AS) Page 3 of 24 ------------------------------------------------------------------------ Certified Copy - Grant Malloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid ; ;" L eCertified Id: 14C7-C7KE-167Q Page 3 of 45 C. Reimbursement for lodging must be at $100.00 or the actual expenses for lodging at a '`non -resort" -type hotel located in Seminole County, Florida. D. Meals must not exceed: 1. Breakfast: $6.00 without receipts $10.00 with receipts; 2. Lunch: $1 1.00 without receipts $13.00 with receipts; 3. Dinner: $19.00 without receipts $27.00 with receipts. E. Reimbursement for airfare must be based on coach rates. (2) Reimbursement for the expense of reproduction, postage, and handling of drawings and specifications are authorized at actual cost only. (3) If authorized in writing in advance by COUNTY, COUNTY shall reimburse the cost of other expenditures made by CONSULTANT in the interest of the Project. (b) Any reimbursable expenses under this Agreement must be supported by a source document such as a receipt or invoice with the employee's name, project name, and brief explanation of the expense. All reimbursable expenses must be itemized on the invoices. (c) All reimbursable expenses must be allowable, allocable to the contract, and reasonable, all as solely determined by COUNTY. Section 7. Payment and Billing. (a) If the Scope of Services required to be performed by a Purchase Order is clearly defined, the Purchase Order will be issued on a Fixed Fee Basis. CONSULTANT shall perform all work required by the Purchase Order, but in no event may CONSULTANT be paid more than the negotiated Fixed Fee amount stated in the Purchase Order. Disaster Recovery Consultant Services — FEMA (RFP-604605-23/1,AS) Page 4 of 24 ------------------------------------------------------------------------ Certified Copy - Grant Maloy Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florida - e. =' eCertified Id: 14C7-C7KE-167Q Page 4 of 45 (b) If the Scope of Services is not clearly defined, the Purchase Order may be issued on a Time Basis Method and contain a Not -to -Exceed amount. If a Not -to -Exceed amount is provided, CONSULTANT shall perform all work required by the Purchase Order, but in no event may CONSULTANT be paid more than the Not -to -Exceed amount specified in the applicable Purchase Order. (c) For Purchase Orders issued on a Fixed Fee Basis, CONSULTANT may invoice the amount due based on the percentage of total Purchase Order services actually performed and completed, but in no event may an invoice amount exceed a percentage of the Fixed Fee amount equal to the percentage of the total services actually completed. (d) For Purchase Orders issued on a Time Basis Method with a Not -to -Exceed amount, CONSULTANT may invoice the amount due for actual work hours performed, but in no event may an invoice amount exceed a percentage of the Not -to -Exceed amount. (e) Submittal instructions for invoices are as follows: (1) The original invoice must be emailed to: AP@SeminoleClerk.org SeminoleClerk.org (2) The original invoice may also be mailed or delivered to: Director of County Comptroller's Office Seminole County Board of County Commissioners P.O. Box 8080 Sanford, FL 32772-8080 (3) A copy of the invoice must be sent to: Seminole County Resource Management Department 1101 E. 1 st Street Sanford, FL 32771 (f) Upon review and approval of CONSULTANT's invoice, COUNTY shall pay CONSULTANT the approved amount in accordance with the terms as set forth in Chapter 218, Part VII, Florida Statutes. Disaster Recovery Consultant Services — FF,MA (RFP-604605-23/LAS ) Page 5 of 24 ------------------------------------------------------------------------ Certified Copy - Grant Malloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid ; ;" L eCertified Id: 14C7-C7KE-167Q Page 5 of 45 Section 8. General Terms of Payment and Billing. (a) Upon satisfactory completion of work required under this Agreement and upon acceptance of the work by COUNTY, CONSULTANT' may invoice COUNTY for the full amount of compensation provided for under the terms of this Agreement and less any amount already paid by COUNTY. (b) COUNTY may perform or have performed an audit of the records of CONSULTANT at any time during the term of this Agreement and after final payment to support final payment under this Agreement. Audits may be performed at a time mutually agreeable to CONSULTANT and COUNTY. Total compensation to CONSULTANT may be determined subsequent to an audit as provided for in this Section and the total compensation so determined will be used to calculate final payment to CONSULTANT. Performance of this audit will not delay final payment as provided by subsection (a) of this Section. (c) In addition to the above, if federal funds are used for any work under the Agreement, the Department of Housing and Urban Development, the Comptroller General of the United States, or any of their duly authorized representatives must have access to any books, documents, papers, and records of CONSULTANT that are directly pertinent to work performed under this Agreement for purposes of making audit, examination, excerpts, and transcriptions. (d) CONSULTANT shall maintain all books, documents, papers, accounting records, and other evidence pertaining to work performed under this Agreement in such a manner as will readily conform to the terms of this Agreement. CONSULTANT shall make such materials available at CONSUI,TANT's office at all reasonable times during the term of this Agreement and for five (5) years from the date of final payment under this Agreement for audit or inspection as provided for in subsections (b) and (c) of this Section. Disaster Recovery Consultant Services — FEMA (RFP-604605-23/LAS) Page 6 of 24 ------------------------------------------------------------------------ Certified Copy - Grant Malloy Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florida - e. =' eCertified Id: 14C7-C7KE-167Q Page 6 of 45 (e) In the event any audit or inspection conducted after final payment, but within the period provided in paragraph (d) of this Section, reveals any overpayment by COUNTY under the terms of the Agreement, CONSULTANT shall refund such overpayment to COUNTY within thirty (30) days of notice by COUNTY. Section 9. Responsibilities of CONSULTANT. (a) CONSULTANT is responsible for the professional quality, technical accuracy, competence, methodology, accuracy, and the coordination of all of the following, which are listed for illustration purposes and not as a limitation: documents, analysis, reports, data, plans, plats, maps, surveys, specifications, and any and all other services of whatever type or nature provided by CONSULTANT under this Agreement. CONSULTANT shall correct or revise, without additional compensation, any errors or deficiencies in CONSULTANT's plans, analysis, data, reports, designs, drawings, specifications and any and all other services of whatever type or nature. (b) COUNTY's review of, approval and acceptance of, or payment for the materials or services required under this Agreement does not operate as a waiver of any rights under this Agreement, or of any cause of action arising out of the performance of this Agreement. CONSULTANT is and will remain liable to COUNTY, in accordance with applicable law, for all damages to COUNTY caused by CONSULTANT's performance of any services or provision of any materials under this Agreement. Section 10. Ownership of Documents. All deliverable analysis, reference data, survey data, plans, reports, and any other form of written instrument or document that may result from CONSULTANT's services or have been created during the course of CONSULTANT's performance under this Agreement will become the property of COUNTY after final payment is made to CONSULTANT. Disaster Recovery Consultant Services — FEMA (R F P-604605-23 /i , A S ) Page 7 of 24 ------------------------------------------------------------------------ Certified Copy - Grant Maloy Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florida - e. =' eCertified Id: 14C7-C7KE-167Q Page 7 of 45 Section 11. Termination. (a) By written notice to CONSULTANT. COUNTY may terminate this Agreement or any Purchase Order issued under this Agreement, in whole or in part, at any time, either for COUNTY's convenience or because of the failure of CONSULTANT to fulfill its obligations under this Agreement. Upon receipt of such notice: (1) CONSULTANT shall immediately discontinue all services affected unless the notice directs otherwise; and (2) CONSULTANT shall deliver to COUNTY all data, drawings, specifications, reports, estimates, summaries, and any and all such other information and materials of whatever type or nature as may have been accumulated by CONSULTANT in performing this Agreement, whether completed or in process. (b) If the termination is for the convenience of COUNTY. CONSULTANT will be paid compensation for services performed to the date of termination. If this Agreement calls for the payment based on a Fixed Fee amount, CONSULTANT will be paid no more than a percentage of the Fixed Fee amount equivalent to the percentage of the completion of work contemplated by this Agreement, as determined solely and conclusively by COUNTY. (c) If the termination is due to the failure of CONSULTANTto fulfill its obligations under this Agreement, COUNTY may take over the work and carry it to completion by other agreements or otherwise. In such case, CONSULTANT will be liable to COUNTY for all reasonable additional costs associated with CONSULTANT's failure to fulfill its obligations under this Agreement. (d) CONSUL PANT will not be liable for such additional costs if the failure to perform this Agreement arises out of causes beyond the control and without the fault or negligence of Disaster Recovery Consultant Services - FEMA (RFP-604605-23/1-AS) Page 8 of 24 ------------------------------------------------------------------------ Certified Copy - Grant Maloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid ; ;" L eCertified Id: 14C7-C7KE-167Q Page 8 of 45 CONSULTANT. CONSULTANT will be responsible and liable for the actions of its subcontractors, agents, employees, persons, and entities of a similar type or nature. Matters beyond the fault or negligence of CONSULTANT include, but are not limited to, acts of God or of the public enejny, acts of COUNTY in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but, in every case, the failure to perform must be beyond the control and without the fault or negligence of CONSULTANT. (e) If after notice of termination for CONSULTANf's failure to fulfill its obligations under this Agreement. it is determined that CONSULTANT did not so fail, the termination will be conclusively deemed to have been effected for the convenience of COUNTY. In such event, adjustment in the Agreement price will be made as provided in subsection (b) of this Section. (f) The rights and remedies of COUNTY provided for in this Section are in addition and supplemental to any and all other rights and remedies provided by law or under this Agreement. Section 12. Conflict with Contract Documents. Wherever the terms of this Agreement conflict with any Purchase Order issued pursuant to it or any other contract documents, including proposals submitted by CONSULTANT. this Agreement will prevail. Section 13. Equal Opportunity Employment. CONSULTANT shall not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin, or disability. CONSULTANT shall take steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, national origin, or disability. This provision includes, but is not limited to the following: employment. upgrading. demotion or transfer; recruitment advertising; layoff or Disaster Recovery Consultant Services — FEMA (RFP-604605-23/1,AS) Page 9 of 24 ------------------------------------------------------------------------ Certified Copy - Grant Malloy Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florida - e. =' eCertified Id: 14C7-C7KE-167Q Page 9 of 45 termination: rates of pay or other forms of compensation; and selection for training, including apprenticeship. Section 14. No Contingent Fees. CONSt11_TANT warrants that it has not employed or retained any company or persons, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any persons, company, corporation, individual, or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, COUNTY has the right to terminate this Agreement, at its sole discretion and without liability, and to deduct from the Agreement price or otherwise recover the full amount of such fee, commission, percentage, gift, or consideration. Section 15. Conflict of Interest. (a) CONSULTANT shall not engage in any action that would create a conflict of interest in the performance of its obligations pursuant to this Agreement with COUNTY or violate or cause others to violate the provisions of Chapter 112, Part III, Florida Statutes, relating to ethics in government. (b) CONSULTANT hereby certifies that no officer, agent, or employee of COUNTY has any material interest (as defined in Section 1 12.312(l 5), Florida Statutes, as over 5%), either directly or indirectly, in the business of CONSULTANT to be conducted under this Agreement and that no such person will have any such interest at any time during the term of this Agreement. Section 16. Assignment. Neither this Agreement nor any interest in it may be assigned, transferred, or otherwise encumbered under any circumstances by either party without prior written consent of the other party and only by a document of equal dignity with this Agreement. Disaster Recovery Consultant Services — FF,MA (RFP-604605-23/LAS) Page 10 of 24 ------------------------------------------------------------------------ Certified Copy - Grant Maloy Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florida - e. =' eCertified Id: 14C7-C7KE-167Q Page 10 of 45 Section 17. Subcontractors. CONSULTANT shall first secure the prior written approval of COUNTY before engaging or contracting for the services of any subcontractors under this Agreement. CONSULTANT will remain fully responsible to COUNTY for the services of any subcontractors under this Agreement. Section 18. Indemnification of COUNTY. To the fullest extent permitted by law, CONSULTANT shall hold harmless, release, and indemnify COUNTY, its commissioners, officers, employees, and agents from any and all claims, losses, damages, costs, attorney fees, and lawsuits for damages arising from, allegedly arising from, or related to CONSULTANT's provision of materials or services under this Agreement caused by CONSULTANT's act or omission in the performance of this Agreement. Section 19. Insurance. (a) General. CONSULTANT shall procure and maintain insurance required under this Section at CONSULTANT's own cost. (1) CONSULTANT shall provide COUNTY with a Certificate of Insurance on a current ACORD Form signed by an authorized representative of the insurer evidencing the insurance required by this Section (Professional Liability, Workers' Compensation/Employer's Liability, Commercial General liability, and Business Auto). The Certificate must have the Agreement number for this Agreement clearly marked on its face. COUNTY, its officials, officers, and employees must be named additional insureds under the Commercial General Liability. Umbrella Liability and Business Auto policies. If the policy provides for a blanket additional insured coverage, CONSULTANT shall provide a copy of the section of the policy along with the Certificate of Insurance. If the coverage does not exist, the policy must be endorsed to include the named additional insureds as described in this subsection. The Certificate of Disaster Recovery Consultant Services — FF.MA (RFP-604605-23/LA S) Page I 1 of 24 ------------------------------------------------------------------------ Certified Copy - Grant Maloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid ; ;" L eCertified Id: 14C7-C7KE-167Q Page 11 of 45 Insurance must provide that COUNTY will be provided, by policy endorsement, not less than thirty (30) days written notice prior to the cancellation or non -renewal, or by a method acceptable to COUNTY. Until such time as the insurance is no longer required to be maintained by CONSULTANT, CONSULTANT shall provide COUNTY with a renewal or replacement Certificate of Insurance before expiration or replacement of the insurance for which a previous Certificate of Insurance has been provided. (2) In addition to providing the Certificate of Insurance on a current ACORD Form, upon request as required by COUNTY, CONSULTANT shall provide COUNTY with a certified copy of each of the policies of insurance providing the coverage required by this Section within thirty (30) days after receipt of the request. Certified copies of policies may only be provided by the insurer, not the agent or broker. (3) Neither approval by COUNTY nor failure to disapprove the insurance provided by CONSULTANT will relieve CONSULTANT of its full responsibility for performance of any obligation, including its indemnification of COUNTY, under this Agreement. (b) Insurance Company Requirements. Insurance companies providing the insurance under this Agreement must meet the following requirements: (1) Companies issuing policies must be authorized to conduct business in the State of Florida and prove such authorization by maintaining Certificates of Authority or betters of Eligibility issued to the companies by the Florida Office of Insurance Regulation. Alternatively, policies required by this Agreement for Workers' Compensation/Employer's Liability, may be those authorized as a group self -insurer by Section 624.4621, Florida Statutes. (2) In addition, such companies must have and maintain, at a minimum, a Best's Rating of "A-" and a minimum Financial Size Category of "VII" according to A.M. Best Company. Disaster Recovery Consultant Services — FEMA (RFP-604605-23/1A S) Page 12 of 24 ------------------------------------------------------------------------ Certified Copy - Grant Malloy Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florida - e. =' eCertified Id: 14C7-C7KE-167Q Page 12 of 45 (3) If, during the period that an insurance company is providing the insurance coverage required by this Agreement, an insurance company (i) loses its Certificate of Authority, or (ii) fails to maintain the requisite Best's Rating and Financial Size Category, the CONSULTANT shall immediately notify COUNTY as soon as CONSULTANT has knowledge of any such circumstance and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until such time as CONSULTANT has replaced the unacceptable insurer with an insurer acceptable to COUNTY, CONSULTANT will be deemed to be in default of this Agreement. (c) Specifications. Without limiting any of the other obligations or liability of CONSULTANT, CONSULTANT shall procure, maintain, and keep in force amounts and types of insurance conforming to the minimum requirements set forth in this subsection, at CONSULTANT's sole expense. Except as otherwise specified in this Agreement, the insurance will become effective upon execution of this Agreement by CONSULTANT and must be maintained in force until the expiration of this Agreement's term or the expiration of all Orders issued under this Agreement, whichever comes last. Failure by CONSULTANT to maintain this required insurance coverage within the stated period will constitute a material breach of this Agreement. for which COUNTY may immediately terminate this Agreement. The amounts and types of insurance must conform to the following minimum requirements: (1) Workers' Compensation/Employer's Liability. (A) CONSULTANT's insurance must cover it for liability that would be covered by the latest edition of the standard Workers' Compensation policy as filed for use in Florida by the National Council on Compensation Insurance without restrictive endorsements. Disaster Recovery Consultant Services — FEMA (RFP-604605-23 /LA S ) Page 13 of 24 ------------------------------------------------------------------------ Certified Copy - Grant Maloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid ; ;" L eCertified Id: 14C7-C7KE-167Q Page 13 of 45 CONSULTANT is also responsible for procuring proper proof of coverage from its subcontractors of every tier for liability that is a result of a Workers' Compensation injury to the subcontractor's employees. The minimum required limits to be provided by both CONSULTANT and its subcontractors are outlined in subsection (C) below. In addition to coverage for the Florida Workers' Compensation Act, where appropriate, coverage must be included for the United States Longshoremen and Harbor Worker's Compensation Act, Federal Employee's Liability Act, and any other applicable Federal or State law. (B) Subject to the restrictions of coverage found in the standard Workers' Compensation policy, there will be no maximum limit on the amount of coverage for liability imposed by the Florida Workers' Compensation Act, the United States Longshoremen's and harbor Worker's Compensation Act, or any other coverage customarily insured under Part One of the standard Workers' Compensation policy. (C) The minimum amount of coverage under Part Two of the standard Workers' Compensation policy is required to be the following: $500,000.00 (Each Accident) $500,000.00 (Disease -Policy Limit) $500,000.00 (Disease -Each Employee) (2) Commercial General Liability. (A) CONSULTANT's insurance must cover it for those sources of liability that would be covered by the latest edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01), as filed for use in the State of Florida by the Insurance Services Office. Coverage must not contain any endorsements excluding or limiting Products/Completed Operations, Contractual Liability, or Separation of Insureds. (B) CONSULTANT shall maintain these minimum insurance limits: Disaster Recovery Consultant Services — FEMA (RFP-604605-23/LA S ) Page 14 of 24 ------------------------------------------------------------------------ Certified Copy - Grant Maloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid ; ;" L eCertified Id: 14C7-C7KE-167Q Page 14 of 45 General Aggregate Two Times (2x) the Each Occurrence Limit Personal & Advertising $1,000,000.00 Injury Limit Each Occurrence Limit $1,000,000.00 (3) Professional Liability Insurance. CONSULTANT shall carry Professional Liability Insurance with limits of not less than One Million and No/100 Dollars ($1,000,000.00). (4) Business Auto Policy. (A) CONSULTANT's insurance must cover CONSULTANT for those sources of liability which would be covered by Section II of the latest edition ofthe standard Business Auto Policy (ISO Form CA 00 01), as filed for use in the State of Florida by the Insurance Services Office. Coverage must include owned, non -owned, and hired autos or any auto used by CONSULTANT. In the event CONSULTANT does not own automobiles, CONSULTANT shall maintain coverage for hired and non -owned auto liability for autos used by _ CONSULTANT. which may be satisfied by way of endorsement to the Commercial General __ Liability policy or separate Business Auto Liability policy. If the contract involves operations governed by Sections 29 or 30 of the Motor Carrier Act of 1980, endorsement MCS-90 is required. (B) The minimum limits to be maintained by CONSULTANT must be per -accident combined single limit for bodily injury liability and property damage liability. (C) The minimum amount of coverage under the Business Auto Policy is required to be the following: Combined Single Limit $1,000,000.00 (d) Coverage. The insurance provided by CONSULTANT pursuant to this Agreement must apply on a primary and non-contributory basis, and any other insurance or self-insurance maintained by COUNTY or COUNTY's officials, officers, or employees must be in excess of and not contributing to the insurance provided by or on behalf of CONSULTANT. Disaster Recovery Consultant Services — FEMA (RFP-604605-23/LAS) Page 15 of 24 ------------------------------------------------------------------------ Certified Copy - Grant Malloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid ; ;" L eCertified Id: 14C7-C7KE-167Q Page 15 of 45 (e) Occurrence Basis. The Workers' Compensation policy, the Commercial General Liability, and the Umbrella policy required by this Agreement must be provided on an occurrence rather than a claims -made basis. The Professional Liability insurance policy may be on an occurrence basis or claims -made basis. In the event that the Professional Liability insurance required by this Agreement is written on a claims -made basis, CONSULTANT warrants that anv rctroacti%c date under the policy %%ill precede the effective date ol•this Agreement and that either continuous cmerage will be maintained or an extended discovery period will be exercised lur a period of three (3) years beginning at the time work under this Agreement is completed. (f) Obli ations. Compliance with the foregoing insurance requirements will not relieve CONSULTANT, its employees, or its agents of liability from any obligation under this Section or any other Section of this Agreement. Section 20. Dispute Resolution. (a) In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties shall exhaust COUNTY administrative dispute resolution procedures prior to filing a lawsuit or otherwise pursuing legal remedies. COUNTY administrative dispute resolution procedures for proper invoice and payment disputes are set forth in Section 22.15, `Prompt Payment Procedures" Seminole County Administrative Code. COUNTY administrative dispute resolution procedures for contract claims related to this Agreement, other than for proper invoice and payment disputes, are set forth in Section 3.5541, "Contract Claims" Seminole County Administrative Code. (b) In any lawsuit or legal proceeding arising under this Agreement, CONSULTANT hereby waives any claim or defense based on facts or evidentiary materials that were not presented for consideration in COUNTY administrative dispute resolution procedures set forth in subsection Disaster Recovery Consultant Services — FEMA (RFP-604605 23/t.AS) Page 16 of 24 ------------------------------------------------------------------------ Certified Copy - Grant Maloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid ; ;" L eCertified Id: 14C7-C7KE-167Q Page 16 of 45 (a) above of which CONSULTANT had knowledge and failed to present during COUNTY administrative dispute resolution procedures. (c) In the event that COUNTY administrative dispute resolution procedures are exhausted and a lawsuit or legal proceeding is filed, the parties shall exercise best efforts to resolve disputes through voluntary mediation and to select a mutually acceptable mediator. The parties participating in the voluntary mediation shall share the costs of mediation equally. Section 21. Representatives of COUNTY and CONSULTANT. (a) It is recognized that questions in the day to day conduct of performance pursuant to this Agreement may arise. Upon request by CONSULTANT, COUNTY shall designate and advise CONSULTANT in writing of one or more COUNTY employees to whom to address all communications pertaining to the day to day conduct of this Agreement. The designated representative will have the authority to transmit instructions, receive information, and interpret and define COUNTY's policy and decisions pertinent to the work covered by this Agreement. (b) At all times during the normal work week, CONSULTANT shall designate or appoint one or more representatives of CONSULTANf who are authorized to act on behalf of CONSULTANT and bind CONSULTANT regarding all matters involving the conduct of the performance pursuant to this Agreement, and who will keep COUNTY continually advised of such designation. Section 22. All Prior Agreements Superseded. This Agreement supersedes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained in this Agreement, and the parties agree that there are no commitments. agreements, or understandings concerning the subject matter of this Agreement that are not contained or referred to in this Agreement. Accordingly, it is agreed that no deviation from the Disaster Recovery Consultant Services — FEMA (RFP-604605-23/LAS) Page 17 of 24 ------------------------------------------------------------------------ Certified Copy - Grant Maloy Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florida - e. =' eCertified Id: 14C7-C7KE-167Q Page 17 of 45 terms of this Agreement will be predicated upon any prior representations or agreements, whether oral or written. Section 23. Modifications, Amendments, or Alterations. No modification, amendment, or alteration in the terms or conditions contained in this Agreement will be effective unless contained in a written amendment executed with the same formality and of equal dignity with this Agreement. Section 24. Independent Contractor. Nothing in this Agreement is intended or may be construed as. in any manner, creating, or establishing a relationship of co-partners between the parties or as constituting CONSULTANT, including its officers, employees, and agents as an agent, representative, or employee of COUNTY for any purpose or in any manner whatsoever. CONSULTANT is and will remain an independent contractor with respect to all services performed under this Agreement. Section 25. Employee Status. Persons employed by CONSULTANT in the performance of services and functions pursuant to this Agreement will have no claim to pension, workers' compensation, unemployment compensation, civil service, or other employee rights or privileges granted to COUNTY's officers and employees either by operation of law or by COUNTY. Section 26. Services Not Provided For. No claim for services provided by CONSULTANT not specifically provided for in this Agreement will be honored by COUNTY. Section 27. Public Records Law. (a) CONSULTANT acknowledges COUNTY's obligations under Article 1, Section 24, Florida Constitution and Chapter 119. Florida Statutes, to release public records to members of the public upon request. CONSULTANT acknowledges that COUNTY is required to comply with Article 1, Section 24, Florida Constitution and Chapter l 19, Florida Statutes, in the handling Disaster Recovery Consultant Services — FEMA (RFP-604605-23/LAS) Page 18 of 24 ------------------------------------------------------------------------ Certified Copy - Grant Maloy Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florida - e. =' eCertified Id: 14C7-C7KE-167Q Page 18 of 45 of the materials created under this Agreement and this statute controls over the terms of this Agreement. Upon COUNTY's request, CONSULTANT shall provide COUNTY with all requested public records in CONSULTANT's possession, or shall allow COUNTY to inspect or copy the requested records within a reasonable time and at a cost that does not exceed costs as provided under Chapter 119, Florida Statutes. (b) CONSULTANT specifically acknowledges its obligations to comply with Section l 19.0701, Florida Statutes, with regard to public records and shall perform the following: (1) CONSULTANT shall keep and maintain public records that ordinarily and necessarily would be required by COUNTY in order to perform the services required under this Agreement. (2) CONSULTANT shall provide COUNTY with access to public records on the same terms and conditions that COUNTY would provide the records and at a cost that does not exceed the cost provided in Chapter 119. Florida Statutes, or as otherwise provided by law. (3) CONSULTANT shall ensure public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law. (c) Upon termination of this Agreement, CONSULTANT shall transfer, at no cost to COUNTY, all public records in possession of CONSULTANT, or keep and maintain public records required by COUNTY under this Agreement. If CONSULTANT transfers all public records to COUNTY upon completion of this Agreement, CONSULTANT shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If CONSULTANT keeps and maintains the public records upon completion of this Agreement, CONSULTANT must meet all applicable requirements for retaining public records. Disaster Recovery Consultant Services — FEMA (RFP-604605-23/1,AS) Page 19 of 24 ------------------------------------------------------------------------ Certified Copy - Grant Malloy Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florida - e. =' eCertified Id: 14C7-C7KE-167Q Page 19 of 45 All records stored electronically must be provided to COUNTY, upon request of COUNTY. in a format that is compatible with the information technology systems of COUNTY. (d) Failure to comply with this Section will be deemed a material breach of this Agreement for which COUNTY may terminate this Agreement immediately upon written notice to CONSULTANT. CONSULTANT may also be subject to statutory penalties as set forth in Section 119.10, Florida Statutes. (e) IF CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONSULTANT's DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONSULTANT MAY CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE SEMINOLE COUNTY PURCHASING AND CONTRACTS MANAGER, AT 407-665-71 l 6, PURCH@SEMINOLECOUNTYFL.GOV, PURCHASING AND CONTRACTS DIVISION, 1301 EAST 2ND, SANFORD, FL 32771. Section 28. Governing Law-, Jurisdiction, and Venue. The laws of the State of Florida govern the validity, enforcement, and interpretation of this Agreement. The sole jurisdiction and venue for any legal action in connection with this Agreement will be in the courts of Seminole County. Florida. Section 29. Compliance with Laws and Regulations. In providing all services pursuant to this Agreement, CONSULTANT shall abide by all statutes, ordinances, rules, and regulations pertaining to or regulating the provision of such services, including those now in effect and subsequently adopted. Any violation of these statutes, ordinances, riles, or regulations will Disaster Recovery Consultant Services — FF,MA (RFP-604605-23/LAS) Page 20 of 24 ------------------------------------------------------------------------ Certifled Copy - Grant Maloy Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florida - e. =' eCertified Id: 14C7-C7KE-167Q Page 20 of 45 constitute a material breach of this Agreement and will entitle COUNTY to terminate this Agreement immediately upon delivery of written notice of termination to CONSULTANT. Section 30. Patents and Royalties. Unless otherwise provided, CONSULTANT is solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement. CONSULTANT, without exception, shall indemnify and save harmless COUNTY and its employees from liability of any nature or kind, including costs and expenses for or on account of any copyrighted, patented, or unpatented invention, process, or article manufactured or supplied by CONSULTANT. In the event of any claim against COUNTY of copyright or patent infringement. COUNTY shall promptly provide written notification to CONSULTANT. If such a claim is made CONSULTANT shall use its best efforts to promptly purchase for COUNTY the legitimate version of any infringing products or services or procure a license from the patent or copyright holder at no cost to COUNTY that will allow continued use of the service or product. If none of these alternatives are reasonably available, COUNTY shall return the article on request to CONSULTANT and receive reimbursement, if any, as may be determined by a court of competent jurisdiction. Section 31. Notices. Whenever either party desires to give notice to the other, it must be given by written notice sent by certified United States mail, return receipt requested addressed to the party for whom it is intended at the place last specified and the place for giving of notice will remain such until it has been changed by written notice in compliance with the provisions of this Section. For the present, the parties designate the following as the respective places for giving of notice: Disaster Recovery Consultant Services — FEMA (R FP-604605-23 /LA S ) Page 21 of 24 ------------------------------------------------------------------------ Certified Copy - Grant Maloy Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florida - e. =' eCertified Id: 14C7-C7KE-167Q Page 21 of 45 For COUNTY: Seminole County Resource Management Department 1101 E. 1st Street Sanford, FL 32771 With a copy to: Seminole County Purchasing & Contracts Division 1301 E. Second Street Sanford. FL 32771 For CONSULTANT: Carlisle Thompson LLC 405 W. Sequoia Spur Georgetown, TX 78628 Section 32. Rights At Law Retained. The rights and remedies of COUNTY provided under this Agreement are in addition to any other rights and remedies provided by law. Section 33. Headings and Captions. All headings and captions contained in this Agreement are provided for convenience only, do not constitute a part of this Agreement, and may not be used to define, describe, interpret or construe any provision of this Agreement. Section 32. E-Verify System Registration. (a) CONSULTANT must register with and use the E-Verify system to verify the work authorization status of all new employees prior to entering into this Agreement with COUNTY. If COUNTY provides written approval to CONSULTANT for engaging with or contracting for the services of any subcontractors under this Agreement, CONSULTANT must require certification from the subcontractor that at the time of certification, the subcontractor does not employ, contract, or subcontract with an unauthorized alien. CONSULTANT must maintain a copy of the foregoing certification from the subcontractor for the duration of the agreement with the subcontractor. Disaster Recovery Consultant Services — FEMA (RFP-604605-23/LA S ) Page 22 of 24 ------------------------------------------------------------------------ Certified Copy - Grant Maloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid ; ;" L eCertified Id: 14C7-C7KE-167Q Page 22 of 45 (b) If COtJNTY has a good faith belief that CONSULTANT has knowingly violated this Section. COUNTY shall terminate this Agreement. If COUNTY terminates this Agreement with CONSULTANT. CONSULTANT may not be awarded a public contract for at least one (I ) year after the date on which this Agreement is terminated. If COUNTY has a good faith belief that a subcontractor knowingly violated this Section, but CONSULTANT otherwise complied with this Section. COUNTY must promptly notify CONSULTANT and order CONSULTANT to immediately terminate its agreement with the subcontractor. (c) CONSULTANT shall execute and return the Affidavit of E-Verify Requirements Compliance, attached to this Agreement as Exhibit D. to COUNTY. Section 33. Addendum. COUNTY and CONSULTANT shall comply with the terms of Addendum A - Federal Emergency Management Agency (FEMA) Additional Terns for Seminole County Contracts. which is attached to and incorporated in this Agreement as Exhibit E. Addendum A controls over any contrary provision elsewhere in this Agreement, but only applies to work performed or services provided by CONSULTANT as a result of a disaster. IN WITNESS WHEREOF, the parties have made and executed this Agreement for the purposes stated above./ C'ARLISLE THOMPSON LLC -- By: - n ss CONNIE S. BRICE, Manager Date: Print Name f Wit n s 7-1- Mot Print Natne Disaster Recovery Consultant Services — FEMA (RFP-604605-23/LAS) Page 23 of 24 ------------------------------------------------------------------------ Certified Copy - Grant Maloy Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florida - e. =' eCertified Id: 14C7-C7KE-167Q Page 23 of 45 i nes Print Name S jiess Lames f�1lr� rya zo S Print Name For the use and reliance of Seminole County only. SEMINOLE COUNTY, FLORIDA By: TAMMY R ER S, Procurement Administrator Date: / ' G /Z a 3 As authorized for execution by the Board of County Commissioners at itsLykZgft& 20?9 regular meeting. Approved as to form and legal sufficiency. County Attorney (il.h\DGS\sfa 10/18/2023 l 111srrs;I eeal Sccretar} C'SHITurchasing 2023\RFP-604605 (Carlisle Thompson I. LC) dots Attachments: Exhibit A - Scope of Services Exhibit B - Sample Purchase Order Exhibit C - Contract Pricing Exhibit D - Affidavit of F,-Verify Requirements Compliance Exhibit E - Federal Emergency Management Agency (FEMA) Additional Terms for Seminole County Contracts Disaster Recovery Consultant Services — FEMA (RFP-604605-23/LA S ) Page 24 of 24 ------------------------------------------------------------------------ Certified Copy - Grant Maloy Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florida - e. =' eCertified Id: 14C7-C7KE-167Q Page 24 of 45 Exhibit A SCOPE OF SERVICES Purpose: Seeking to retain services of a competent and qualified Consultant(s) for Disaster Recovery Services. Consultants will be required to fulfill including, but not limited to, the following tasks and obligations: 1. Financial recovery in support of the Fiscal/Budgetary operations of the County, primarily related to federal and state disaster reimbursement. The consultant will prepare required documentation for any disaster claims, coordination of appeals processes of these claims and other duties necessary to secure appropriate funding reimbursement from federal and state agencies during and after disaster events. This task may also include personnel to represent the County and provide project management of complex and long-term disaster driven projects. 2. Staffing of the Documentation Unit within the Emergency Operations Center during local activation_ This includes sheltering in place while conditions prevent the save travel during an event. Primary tasks performed under this unit include maintaining work records, daily reports, verifying County policy is adhered to, and management of other activation related documentation. Operational periods are typically twelve- hour shifts. 3. Provide upon request debris specialist for contract and operations monitoring of County debris operation. 4. Provide upon request damage assessment of County facilities, including technical assistance to -deliver a detailed report that include descriptions, dimensions, and other elements of information required to support reimbursement of repair expenses. 5. Policy review and development pertaining to policies used during disasters including but not limited to labor, union, insurance policies, and obtain and maintain requirements. Provide training assistance as needed relating to disaster response and recovery requirements and procedures. The consultant must have in depth knowledge of government financial operations and accounting, Federal Emergency Management Agency (FEMA) regulations and requirements related to the Stafford Act and the Public Assistance Program, including Title 2 and Title 44 of the Code of Federal Regulations. The consultant must have current experience in Florida with Federal Emergency Management Agency (FEMA) funding through the Public Assistance Program, including section 406 mitigation projects. The experience must encompass the initial request for public assistance through project closeout and final reconciliation. In addition, the consultant should have knowledge of Federal Highway Administration (FHWA), as well as Natural Resources Conservation Service (NRCS) funding opportunities. It is preferable that the consultant have local resources available. Task assignments/Release Orders will be issued via purchase order on an as needed basis. Please indicate how you would manage the response and financial recovery process for Seminole County, including the use of onsite personnel, personnel working remotely, and the use of technology. ------------------------------------------------------------------------ Certlfied Copy - Grant Maloy Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florida - e. =' eCertified Id: 14C7-C7KE-167Q Page 25 of 45 ORDER NUMBER: 48148 FLORIDA SALES: 85.8013708974C-0 Board of CountyCommissioners FEDERALSALES IUSE:59-6000856 All PACKING SLIPS INVOICES AND CORRESPONDENCE PURCHASE ORDER MUS7REFER TOTHIS ORDER NUMBER $ — :ORDER DATE 01114/2021 ' H T ' { REQUISITION 63930 OR i IP O `" 1 Y, '. i I REQUESTOR 40928- ANALYST- V SUBMIT ALL INVOICES TO: E AP@seminoleclerk.org f N I Seminole Count Clerk & Comptroller D POST OFFICE BOX 8080 O SANFORD, FL 32772 R i Accts. Payable Inquiries - Phone (407) 665 7656 ORDER INQUIRIES i, ITEM # QTY 1 UNIT ITEM DESCRIPTION - - - -- -- - _ -- - --I UNIT PRICE -`" EXTENDED--'- ._ - - --- - •-----_--... UNIT.PRICE � PRICE iEA I 0.00j � L i I THIS ORDER IS SUBJECT TO THE TERMS 8 CONDITIONS - - TOTAL AMOUNT 0.00 —.. — ON THE REVERSE SIDE OF THIS ORDER. PURCHASING AND CONTRACT DIVISION 1301 EAST SECOND STREET SANFORD FLORIDA 32771 N IONE 1407) 665-71 16 / F.A x 141171665-7456 AUTHORIZED SIGNATURE FOR THE SEMINOLE COUNTY BOARD OF COUNTY COMMISSIONERS Page l of 1 ------------------------------------------------------------------------ Certified Copy - Grant Maloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller 6 eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid ; ;" L eCertified Id: 14C7-C7KE-167Q Page 26 of 45 Terms and Conditions 1. AcceptancefEntire Agreement. This Purchase Order ("PO") is entered into between Seminole County, Florida ("County") and the Supplier obligations under PO must not be limited by any insurance coverage or by any in referenced herein (individually, referred to as "Party," and collectively, "Parties"). By accepting this PO, Supplier accepts all Terms and Conditions provision or exclusion or omission from any policy of insurance. 9. Insurance Supplier, at its sole expense, shall maintain insurance contained herein. This PO, including specifications and drawings, if any, and coverage acceptable to County. All policies must name County as all additional insured. All Insurance Certificates must be provided to the referenced documents, such as solicitations and responses constitutes the Purchasing and Contracts Division within ten (10) days of request. Supplier entire agreement between the Parties. Whenever terms and conditions of Main Agreement, if any, conflict with any PO issued pursuant to Main shall notify County, in writing, of any cancellation, material change, or alteration to Suppliers Certificate of Insurance. Agreement, Main Agreement will control. 2. Inspection. Notwithstanding any prior payment or inspection, all 10. Modifications. PO may be modified or rescinded in writing by County 11. Material Safety Data Sheets. At time of delivery. Supplier agrees to goods/services are subject to inspection/rejection by County at any time. including during manufacture, construction or preparation. To the provide County with a current Material Safety Data Sheet for any hazardous extent a PO requires a series of performances by Supplier, County reserves right to chemicals or toxic substances, as required by law. 12. Pricing. Supplier agrees that pricing included on PO shall remain firm cancel remainder of PO if goods/services provided during the term of PO are non -conforming or otherwise rejected. Without limiting rights County through and until delivery of goods and/or completion of services, unless any may have, County, at its sole option, may require Supplier, at Suppliers expense otherwise agreed to by the Parties in writing. 13. Invoicing & Payment. After delivery of goodstservices by Supplier and to: (a) promptly repair or replace any or all rejected goods. or to cure or re- perform any or all rejected services; or (b) refund price of any or all rejected acceptance by the County, the Supplier must electronically submit an original invoice to goods or services. All rejected goods will be held for Suppliers prompt via email i:1 i{s11iRQ z6ivt;, fl!fl or may mail the invoice, if electronic invoice is not available, to: Seminole County Clerk of the Circuit inspection at Suppliers risk. Nothing contained in PO will relieve Suppliers obligation of testing, inspection and quality control. Court and Comptroller, P.O. Box 8080. Sanford, Florida 32772. Invoices 3. Packing & Shipping. Unless otherwise specified, all goods must be must be billed at pricing stipulated on PO and must include the County's Purchase Order Number. Thereafter, all payments and interest on any late packed, packaged, marked and prepared for shipment in a manner that is: (a) in accordance with good commercial practice; (b) acceptable to common payments will be paid in compliance with Florida Prompt Payment Act. §218, 70. Florida Statutes. carriers for shipment at the lowest rate for the particular good; (c) in accordance with local, state, and federal regulations; and (d) protected 14. Taxes. County is exempt from Florida sales tax, federal taxes on transportation charges and any federal excise tax. County against weather. Supplier must mark all containers with necessary lifting, will not reimburse Supplier for taxes paid. handling, shipping information, PO number, date of shipment and the name of the consignee and consignor. An itemized packing sheet must 15. Termination. County may terminate PO, in whole or in part, at any time, either for County's convenience or because of Supplier's failure to fulfill its accompany each shipment 4. Delivery; Risk of Loss. All goods are FOB destination, and risk of loss obligations under PO, by written notice to Supplier. Upon receipt of written notice, Supplier must discontinue all deliveries affected unless written will remain with Supplier until delivery by Supplier and acceptance by County. Goods delivered by Supplier that are damaged, defective, or notice directs otherwise. In the event of termination, County will be liable only for materials procured. work completed or services rendered otherwise fail to conform 10 PO may be rejected by County or held by County at Suppliers risk and expense. County may charge Supplier for to or supplies partially fabricated, within the authorization of PO. In no event will County be liable for incidental cost(s) inspect, unpack, repack, store and re -ship rejected goods. S. Delivery of Excess Quantities. If Supplier delivers excess or consequential damages by reason of such termination. 16. Equal Opportunity Employer County is an Equal Employment Opportunity quantities of goods without prior written authorization from County, excess quantities of ("EEO") employer, and as such, requires all Suppliers to comply with EEO regulations with regards to race, color, religion, sex, national origin, goods may be returned to Supplier at Suppliers expense, 6. Time Is of the Essence Time is of the essence for delivery of age, disability or genetic information, as may be applicable to Supplier. Any goods /services under PO. Failure to meet delivery schedules or deliver within a subcontracts entered into, as authorized by County, must make reference to this clause with the same degree of application being encouraged. reasonable time, as determined by County, entitles County to seek all remedies available -at law or -in equity. -County reserves right to rancel-any- 17. Assignment. Supplier may not assign, transfer, or subcontract PO or PO and procure goods/services elsewhere if delivery is not timely. Supplier any right or --obligation under it without- County's -written -consent Any purported assignment, transfer, or subcontract will be null and agrees to reimburse County for all costs incurred in enforcing its rights. Failure of County to cancel PO, acceptance, or payment will not be deemed void. 18. Venue & Applicable Law. The laws of the State or Florida govern a waiver of County's right to cancel remainder of PO. Delivery date or time in PO may be extended if Supplier provides a written request in validity, enforcement, and interpretation of PC. The sole jurisdiction and venue for any legal action in connection with PO will be in the courts of advance of originally scheduled delivery date and time and County agrees to delayed delivery in writing prior to originally scheduled delivery date and time, Seminole County, Florida. 19. Fiscal Non -Funding. In the event sufficient budgeted funds are not 7. Warranties. Supplier warrants to County that all goods/services covered by PO available for payment to Supplier for a new fiscal period, County shall notify Supplier of such occurrence and PO will terminate on the last day of the conform strictly to specifications, drawings or samples specified or furnished by County, and are free from: (a) defects in title: and (b) latent current fiscal period without penalty or expense to County. 20. Public or patent defects in material or workmanship. If no quality is specified by County, Supplier warrants to County that goods/services are of the best Records. Supplier acknowledges that PO and any related financial records, audits, reports, plans, correspondence and other grade of their respective kinds, meet or exceed applicable standards for documents may be subject to disclosure to members of the public pursuant to Chapter 119, Florida Statutes. Supplier shall maintain all records industry represented, are merchantable (as to goods) and are fit for County's particular purpose. Supplier warrants that at the time County accepts the public and, upon request, provide a copy of requested records or allow records to be inspected goods/services, the goods/services will have been produced, sold, delivered within a reasonable time. Supplier shall also ensure that any public records that are exempt or confidential from disclosure and furnished in strict compliance with all applicable federal and state laws, regulations, ordinances, rules, labor agreements and working conditions to are not disclosed except as authorized by law In event Supplier fails to abide by which goods/services are subject. Supplier warrants the title to goods furnished under PO is valid, transfer of such title to County is rightful provisions of Chapter 119, Florida Statutes, County may. without prejudice to any other right or remedy and after giving Supplier seven (7) days written and goods are free of any claims or liens of any nature whatsoever, whether rightful or otherwise, of any person, corporation, partnership or association. notice, during which period Supplier still fails to allow access to such documents, terminate PO. IF SUPPLIER HAS QUESTIONS REGARDING All applicable manufacturers' warranties must be furnished to County at time APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO SUPPLIER' S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO PO, CONTACT of delivery of goods or completion of service All warranties are cumulative and are in addition to any other express or implied warranties provided by law CUSTODIAN OF PUBLIC RECORDS AT: 407.665-7116, f°Ul3CHCSFMINQLLW-UN�L G01(, PURCHASING AND CONTRACTS 8. Indemnification. To the fullest extent permitted by law, Supplier assumes DIVISION, 1301 E. SECOND STREET, SANFORD, FL 32771. 21. Right to Audit Records County will be entitled to audit the books any and all liability for damages, breach of PO, loss or injury of any kind or nature whatsoever to persons or property caused by, resulting from or and records of Supplier to the extent that the books and records relate to this PO. Supplier must maintain books and records relating to this PO for related to the goods/services provided under PO. To the fullest extent permitted by law. Supplier shall indemnity and hold harmless County, a period of three (3) years from the date of final payment under the PO, unless the its commissioners, officers, employees and agents from and against any and all claims, damages, demands, lawsuits, losses, County authorizes otherwise in writing. 22. Severa illity. If any section, sentence, clause, phrase or portion of PO costs and expenses. including attorneys' fees, patent, copyright or trademark infringement, judgments, decrees of whatsoever nature which County may incur as a result are, for any reason, held invalid or unconstitutional by any court of competent jurisdiction. such portion will be deemed separate, distinct, and independent of claims, demands, lawsuits or Causes of action of any kind or nature ansing from, and such holding will not affect validity of remaining portion of PO caused by or related to goods/services furnished by Supplier, its officers, employees, agents, partners, principals or subcontractors. Remedies 23. Headings d Captions All headings and captions contained in PO are afforded to County by this section are cumulative with and in no way affect provided for convenience only, do not constitute a part of PO, and may not be used to define, describe, interpret or construe any provision of PO. any other legal remedy County may have under PO or at law. Suppliers Rev 10/2021 --————————————————————————————————————————————————————————————————————— Certified Copy - Grant Maloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller 6 eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid r ; ;" L eCertified Id: 14C7-C7KE-167Q Page 27 of 45 Exhibit C Price Proposal RFP-604605-23/LAS - DISASTER RECOVERY CONSULTANT SERVICES - FEMA Name of Proposer: Carlisle Thompson LLC Mailing Address: 405 Sequoia Spur City/State/Zip: Georgetown TX 78628 Phone Number: 407 J 353-2787 FAX Number: j E-Mail Address: conniencarlislethompson.com Pursuant to and in compliance with the Request for Proposals, the undersigned Proposer agrees to perform the Work in strict conformity with Contract Documents, including Addenda Nos. 1 through 3 on file for the rates hereinafter set forth. The undersigned Proposer declares that the only persons/parties interested in this proposal as principals are those named herein; that this proposal is made without collusion with any person, firm or corporation, and proposes and agrees that, if the proposal is accepted, Proposer will execute an Agreement with the COUNTY and will furnish Insurance Certificates. The hourly rate shall include all costs associated with providing the required services including, but not limited to. • General Administrative Overhead • Fringe and benefits, Profit • Equipment and related items • Any Cost associated with work Position Description - Minimum Experience Hourly Rate Disaster Recovery Program Manager/ Policy Advisor (Minimum 10 years Federal Disaster Recovery experience) $215.00 Disaster Recovery Project Manager (Minimum S years FEMA Public Assistance experience) $180.00 FEMA Public Assistance Specialist (Minimum 3 years FEMA Public Assistance experience) $150.00 FEMA Public Assistance Analyst (Minimum t year FEMA Public Assistance experience) $120.00 PA Grant Admin $80 00 REIMBURSABLE EXPENSES POLICIES AND ALLOWANCES: 1. Reimbursement for mileage will be at the IRS rate. Local mileage not allowed within a 50 mile radius of the job site. 2. Car rental reimbursement shall be for compact cars, up to two occupants, and intermediate cars for over two occupants. 3 Reimbursement for lodging shall be at $100.00 or the actual expenses for lodging at a "non -resort" type hotel located in Seminole County. Meals shall not exceed: ------------------------------------------------------------------------ Certified Copy - Grant Maloy Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florida - e. =' eCertified Id: 14C7-C7KE-167Q Page 28 of 45 Without Receipts With Receipts: A. Breakfast $6.00 $10.00 B Lunch $11.00 $13.00 C Dinner $19.00 $27.00 Reimbursement for meals, travel, vehicle mileage, tolls and parking shall not apply to local employees of the Contractor. 4. Reimbursement for air fare shall be based on coach rates. 5. Reimbursement for reproductions, drawings and postage is authorized at actual cost. Note: Any expenses under the above reimbursement policies must be supported by documents such as a receipt or invoice, identify the employee/contractor's name, date of services and explanation of the expense. Travel expenses must be submitted or invoiced to the County within 90 days. ------------------------------------------------------------------------ Certified Copy - Grant Maloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid eCertified Id: 14C7-C7KE-167Q Page 29 of 45 RFP#RFP-604605-23/LAS Title: Disaster Recovery Consultant Services- FEMA DISASTER RECOVERY CONSULTANT SERVICES. FEMA Please provide the hourly rate for each line item in the table. The hourly rate shall include all costs associated with providing the required services including, but not limited to: General Administrative Overhead. Fringe and benefits, profit. Equipment and Related items. Any cost associated with work. Seminole County will accept ADDITIONAL position proposals as a SEPARATE attachment. ADDITIONAL positions will not be factored into the scoring of the Pricing Structure criteria. _. .......—. .y ,vy,an I Manager/ Policy Advisor (Minimum rtr 10 Years Federal Disaster $215.00 $215.00 Recovery Experience) 2 Disaster Recover Project Manager 1 Hr (Minimum 5 years FEMA Public Assistance experience) $180.00 $180.00 3 FEMA Public Assistance Specialist 1 Hr (Minimum 3 years-rEMA Public Assistance experience) $150.00 $150.00 4 FEMA Public Assistance Analyst 1 Hr (Minimum 1 year FEMA Public Experience) $120,00 $120.00 5 PA Grant Admin 1 _ Hr $80.00 $80.00 TOTAL --------- - -- --- DISASTER RECOVERY CONSULTANT SERVICES- FEMA Please provide the Estimated percentage of Project hours for EACH Position. The 'Percentage' column total should be 100%. Seminole County will accept ADDITIONAL position proposals as a SEPERATE attachment. ADDITIONAL positions will not be factored into the scoring of the Pricing Structure criteria. ---ter mecovery Firogram Manager/ Policy Percent of Advisor (Minimum 10 Years Federal Disaster Total Project 5% Recovery Experience) Hours ------------------------------------------------------------------------ Certified Copy - Grant MaloSeminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florida eCertified Id: 14C7-C7KE-167Q Page 30 of 45 RFP #RFP-604605-23/LAS Title: Disaster Recovery Consultant Services- FEMA 3 4 5 Disaster Recover Project Manager (Minimum 5I Percent of years FEMA Public Assistance experience) Total Project Hours FEMA Public Assistance Specialist (Minimum 3 Percent of years FEMA Public Assistance experience) Total Project Hours FEMA Public Assistance Analyst (Minimum 1 year Percent of FEMA Public Experience) Total Project Hours PA Grant Admin Percent of Total Project Hours 15% 35% 25% 20% ------------------------------------------------------------------------ Certified Copy - Grant Maloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid ; ;" L eCertified Id: 14C7-C7KE-167Q Page 31 of 45 Exhibit C- Price Proposal junior consultant 1 Hr As Needed $ 105.00 Insurance Specialist 1 Hr As Needed $ 165.00 Cost Estimator 1 Hr As Needed $ 165.00 Project Manager, Owner Representative 1 Hr As Needed $ 200.00 Project Coordinator 1 Hr As Needed $ 150.00 Engineer (PE) 1 Hr As Needed $ 225.00 Engineer (EIT) 1 Hr As Needed $ 180.00 FEMA Appeals Specialist 1 Hr As Needed $ 245.00 Emergency Operations Liaison 1 Hr New Activation $ 245.00 Damage Assessment/ NFIP SDA Team Lead Inspector (Travel New Expenses Included) 1 Hr Declaration $ 185.00 Inspector (Travel Expenses - New Included) 1 Hr Declaration $ 155.00 Documentation Documentation Unit Lead 1 Hr New Activation $ 190.00 EOC Document Unit Specialist 1 Hr New Activation $ 165.00 EOC Documentation Unit Admin 1 Hr New Activation $ 100.00 Carlisle Thompson, LLC - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Certified Copy - Grant Maloy Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florida - e. =' eCertified Id: 14C7-C7KE-167Q Page 32 of 45 EXHIBIT "D" Agreement Name: ' / Agreement Number �j� D (p0 ��/ G 7�"S AFFIDAVIT OF E-VERIFY REQUIREMENTS COMPLIANCE The CONSULTANT/CONTRACTOR agrees to comply .with section 448.095, Florida Statutes, and to incorporate in all subcontracts the obligation to comply with section 448.095, Florida Statutes, The CONSULTANT/CONTRACTOR shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the CONSULTANT during the term of the Agreement and shall expressly require any subcontractors performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Agreement term. The CONSULTANT/CONTRACTOR understands and agrees that its failure to comply with the verification requirements as set forth herein or its failure to ensure that all employees and subcontractors performing work under Agreement Number_ _ are legally authorized to work in the United States and the State of Florida constitute a breach of Agreement Number - _ _ for which Seminole County may immediately terminate the Agreement without notice and without penalty. The CONSULTANT/CONTRACTOR further understands and agrees that in the event of such termination, the CONSULTANT/CONTRACTOR shall be liable to the county for any costs incurred by the County as a result of the CONSULTANT'S/CONTRACTOR'S breach. [Balance of this page intentionally blank; signatory page follows] ------------------------------------------------------------------------ Certified Copy - Grant Maloy Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florida - e. =' eCertified Id: 14C7-C7KE-167Q Page 33 of 45 DATED this it it), day of f 20.43. Consultan rye / - -- —----------------- -- Print ame: Title: -------- STATE OF FLORIDA COUNTY OF SEMINOLE I HEREBY CERTIFY that, on this 1 - thday of YJ bAx.Mj.-1-k 20.--13, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared [] who is personally known to me org who has produced-T-� L as identification. r' .. STACEY W. MITCHELL My Notary ID # 4s35W :,r,F'o:�: Expires December 221202 J E-Verify Affidavit Revised 1112020 PrintName Atheounty" ��---Notary Public in and and State Aforementioned yyUVJLLQ My commission expires:J,-d,,Qa ------------------------------------------------------------------------ Certified Copy - Grant Maloy Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florida - e. =' eCertified Id: 14C7-C7KE-167Q Page 34 of 45 Exhibit E FEDERAL EMERGENCY MANAGEMENT AGENCY (FEMA) ADDITIONAL TERMS FOR SEMINOLE COUNTY CON'rRACTS These FEMA Contract Terns are made a part of the Agreement between Seminole County and the Contractor or Consultant named in the Contract or Agreement to which this Addendum is attached and incorporated by reference. Definitions The temt "Contractor", as used throughout this Addendum, means the Contractor, Provider, Consultant, or similar such term, as named in the Contract or Agreement. The term "Contract", as used throughout this Addendum, means the underlying Agreement or Contract to which this Addendum is attached and incorporated by reference. General Provisions A. Contractor provides services that the County may require in the event of a hurricane or other disaster. Contractor acknowledges and agrees that, in such event, the County may apply to the State of Florida or the federal government for funds that will be used to pay Contractor or reimburse the County for payments made to Contractor. FEMA will only consider reimbursing contracts that contain the requisite FEMA provisions. Contractor desires to be eligible to be awarded disaster work and be compensated through federal funds. The County and Contractor agree that with respect to any services or work performed or provided by Contractor or its subcontractors under the Conti -act arising or related to a disaster event, the provisions set forth in this Addendum and the most recent version of the United States Department of Transportation Federal Highway Administration's Form FliWA-1273, which is incorporated into this Addendum by reference, (collectively, the "FENIA Requirements") apply. The FEMA Requirements will only modify the Contract upon the provision by Contractor of work or services required as a result of a disaster. The terms and conditions of the Contract and the FEMA Requirements should be read to operate in concert, except where directly in conflict. In the event of a conflict between the FEMA Requirements listed in this Addendum and other provisions of the Contract, the FEMA Requirements will govern and prevail. Addendum A - Federal Emergency Management Agency (FEMA) Additional berms for Seminole County Contracts Page 1 oft l ------------------------------------------------------------------------ Certified Copy - Grant Maloy Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florida - e. =' eCertified Id: 14C7-C7KE-167Q Page 35 of 45 B Contracts that receive funding derived from federal grants must comply with federal guidelines. The federal funds appropriated by the Federal Emergency Management Agency (FEMA) will be administered through the State of Florida. C. Payment. Payment will be based on the unit rates/prices pursuant to the Contract Fee Schedule. Contractor shall submit invoices covering no more than a 30 day period. 2 C.F.R. § 200.326 and 2 C.F.R. Part 200, Appendix 11, Required Contract Clauses 1 Remedies. In the event of a breach or violation of the Contract by Contractor, in addition to any other remedies provided for in the Contract or to which the County may be entitled at law or in equity, Contractor will be subject to debarment or suspension from consideration for the award of additional contracts from the County, including, but not limited to, contracts related to disaster relief or recovery, pursuant to the terms and procedures set forth in all applicable County codes. 2. Termination for Convenience. The County may terminate this Contract at its convenience with or without cause upon written notice of termination to Contractor. In the event of such a termination by the County, the County will be liable for the payment of all Work properly performed prior to the effective date of termination and for all portions of materials, supplies, services, and facility orders that cannot be cancelled and were placed prior to the effective date of termination and other reasonable costs associated with the termination. Notwithstanding the preceding, under no circumstances will the County be liable to Contractor for lost profits or overhead for work, materials, or services not performed by Contractor or delivered by Contractor to the County. Equal Employment Opportunity (Applicable to All FEMA Construction Contracts and required by 41 C.F.R. Part 60-61-1.4(b)) During the performance of this Contract, the Contractor agrees as follows: (1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive Addendum A - Federal Emergency Management Agency (FEMA) Additional Terms for Seminole County Contracts Page 2 of 11 --—————————————————————————————————————————————————————————————————————— Certified Copy - Grant Maloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid ; ;" L eCertified Id: 14C7-C7KE-167Q Page 36 of 45 considerations for employment without regard to race, color, religion, sex, or national origin. (3) The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (5) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (6) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this Contract or with any of the said rules, regulations, or orders, this Contract may he canceled, terminated, or suspended in whole or in pail and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 1 1246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (7) The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of' Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, That in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the Contractor may request the United States to enter into such litigation to protect the interests of the United States. 4 Davis Bacon Act and Copeland Anti -Kickback Act (Applicable to Emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program, and Transit Security Grant Program construction contracts ill excess of $2,000.00. Not applicable to other FEMA grant and cooperative agreement programs, Addendum A - Federal Emergency Management Agency (FEMA) Additional Terns for Seminole County Contracts Page 3 off] ------------------------------------------------------------------------ Certified Copy - Grant Maloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid ; ;" L eCertified Id: 14C7-C7KE-167Q Page 37 of 45 including the Public Assistance Program; Davis Bacon Act--40 USC s. 3141-3144 and 3146-3148, 2 CFR Part 200, Appendix 11; Copeland Anti -Kickback Act-40 USC s. 3145) In situations where the Davis Bacon Act does not apply, neither does the Copeland Anti - Kickback Act. Compliance with Davis Bacon Act (1) The Contractor agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis Bacon Act as amended, and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Contract. The Contractor shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation must be made available to the County for review upon request. Current applicable wage rates will be attached to the Contract if applicable. (2) The Contractor agrees that all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this Contract, shalt comply with Federal requirements adopted by the County pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing under this Addendum is intended to relieve the Contractor of its obligation, if any, to require payment of the higher wage. The Contractor shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. Compliance with Copeland Anti -Kickback Act (1) Contractor. The Contractor shall comply with 18 U.S.C. y 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. (2) Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as the FEMA may by appropriate instructions require, and also a clause requiting the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. (3) Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12. Addendum A - Federal Emergency Management Agency (FEMA) Additional Terms for Seminole County Contracts Page 4 of 11 ------------------------------------------------------------------------ Certified Copy - Grant Maloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller 6 eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid ; ;" L eCertified Id: 14C7-C7KE-167Q Page 38 of 45 Contract Work Hours and Safety Standards Act (Applicable to all FEMA contracts in excess of $100,000 that involve the employment of mechanics or laborers; 29 CFR Part 5; 2 CFR Part 22, Appendix II, E) (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. in the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (ill the case ol'work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual was required or pennitted to work in excess of the standard workweek of forty hours without payment of the overtime wages, required by the clause set forth in paragraph (1) of this section. (3) Withholding for unpaid wages and liquidated damages. The County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the sarne prime contractor, or any other federally, assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the sane prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section." 6. Rights to Inventions Made Under a Contract or Agreement (Applicable if FEMA award meets the definition of "funding agreement" under 37 C.F.R. j 401.2(a) and the non - Federal entity wishes to enter into a contract with a small business firm or nonprofit Addendum A - Federal Emergency Management Agency (FEMA) Additional Terms for Seminole County Contracts Page 5 of 1 I ------------------------------------------------------------------------ Certified Copy - Grant Maloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller 6 eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid ; ;" L eCertified Id: 14C7-C7KE-167Q Page 39 of 45 organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement". Does not apply to the Public Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and Federal Assistance to Individuals and Households — Other Needs Assistance Grant Program. 37 CFR Part 401; 2 CFR Part 200, Appendix 11, F), The Contractor acknowledges that it must comply with the requirements of 37 CFR Part 401 and any implementing regulations issued by FEMA. Clean Air Act and the Federal Water Pollution Control Act (Applicable to Contracts in Excess of $150,000) Clean Air Act (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. 7401 et seq. (2) The Contractor agrees to report each violation to the County and understands and agrees that the County will, in turn, report each violation as required to assure notification to the State, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. (3) The Contractor agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FEMA. Federal Water Pollution Control Act (1) The Contractor 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. (2) The Contractor agrees to report each violation to the County and understands and agrees that the County will, in turn, report each violation as required to assure notification to the State, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. (3) The Contractor agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in pan with Federal assistance provided by FEMA. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion (Applicable to All FEMA Contracts and Subcontracts; Executive Order 12549, Executive Order 12689, 2 CFR Part 180; 2 CFR Pan 3000) (1) Addendurn A - Federal Emergency Management Agency (FEMA) Additional Terms for Seminole County Contracts Page 6 of l 1 ------------------------------------------------------------------------ Certified Copy - Grant Maloy Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florida - e. =' eCertified Id: 14C7-C7KE-167Q Page 40 of 45 a. By signing this Addendum, the Contractor is providing the certification set out below. b. The inability of a person to provide the certification set out below will not necessarily result in denial of'participation in this covered transaction. The Contractor shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the Contractor to furnish a certification or an explanation will disqualify such a person from participation in this transaction. C. The Contractor shall provide immediate written notice to the department or agency to whom this proposal is submitted if any time the prospective primary participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. d. This Contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and C.F.R. pt. 3000. As such the Contractor is required to verify that none of the Contractor, 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. § M.935Y (2) The Contractor 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 the County. 1f it is later determined that the Contractor 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 the State, and the County, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The Contractor 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 the Contract. The Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions.- 9. Certification Regarding Use of Contract Funds for Lobbying (Byrd Anti -Lobbying (31 USC s. l 352) Applicable to contracts in excess of $100,000. 2 CFR Part 200, Appendix II) (1) (1) The Contractor certifies, by signing this Addendum, to the best of Contractor's knowledge and belief, that: Addenda n A • Federal Emergency Management Agency (FEMA) Additional Terms for Seminole County Contracts Page 7 of 11 ------------------------------------------------------------------------ Certified Copy - Grant Maloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid ; ;" L eCertified Id: 14C7-C7KE-167C1 Page 41 of 45 No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal 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. b. 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 Federal 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, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (2) This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certi I ication is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. 1352. Any person who fails to file the required certification will be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. (3) The Contractor also agrees that Contractor shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such recipients shall certify and disclose accordingly. 10. Procurement of Recovered Materials (Applicable to all FEMA contracts, 42 USC s. 6962; 2 CFR Pats 200, Appendix 11. K; 2 CFR s. 200,322) (1) In the performance of this Contract, the Contractor shall make maximum use of products containing recovered materials that are EPA designated items unless the product cannot be acquired: (a) Competitively within a timeframe providing for compliance with the contract performance schedule; (b) Meeting contract perfornance requirements; or (c) At a reasonable price. Addendum A - Federal Emergency Management Agency (FEMA) Additional Terms for Seminole County Contracts Page 8 of I I --—————————————————————————————————————————————————————————————————————— Certified Copy - Grant Maloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller 6 eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid ; ;" L eCertified Id: 14C7-C7KE-167Q Page 42 of 45 (2) Information about this requirement is available at EPA's Comprehensive Procurement Guidelines web site, http://www.epa.gov/epg/. The list of EPA designate items is available at htip://www.epa.gov/cpg/products.htni. l . Additional FEMA Requirements Access to Records (Applicable to all FEMA contracts; DHS Standard Terms and Conditions, v. 3.0 XXV) (1) The Contractor agrees to provide the County, State, FEMA, 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 the contract for the purposes of making audits, examinations, excerpts and transcriptions. (2) The Contractor 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 Contractor 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. (4) I'lte Contractor agrees to maintain all -books; records, accounts and reports required under the Contract for a period of not less than three (3) years after the date of termination or expiration of the Contract, except in the event of litigation or settlement of claims arising from the performance of the Contract, in which case Contractor agrees to maintain same until the County, the State, FEMA, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. 12. DHS Seal, Logo and Flags (Applicable to all FEMA contracts; DIES Standard Terms and Conditions, v. 3.0 XXV) The Contractor shall not use the DHS seal(s), logos, crests or reproductions of flags or likenesses of DHS agency officials without specific FEMA approval. 13. Compliance with State and Federal Reporting Requirements Contractor and its subcontractors shall comply with and the Contract is subject to the requirements and regulations of the Federal Emergency Management Agency and the State of Florida Division of Emergency Management pertaining to reporting. 14 No Obligation by the Federal Government - Applicable to all FEMA contracts) (1) Absent the express written consent by the Federal Goverrunent, the Federal Government or FEMA is not a party to the Contract and shall not be subject to any Addendum A - Federal Emergency Management Agency (FEMA) Additional Terms for Seminole County Contracts Page 9 oft 1 --—————————————————————————————————————————————————————————————————————— Certified Copy - Grant Malloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid ; ;" L eCertified Id: 14C7-C7KE-167Q Page 43 of 45 obligations or liabilities to the County, Contractor, or any other patty (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FEMA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 15. Fraud and False or Fraudulent or Related Acts - (Applicable to all FEMA contracts) The Contractor acknowledges that 31 USC Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor's actions pertaining to this Contract. Additional FEMA Provisions 16. Civil Rights (Applicable to All FEMA Contracts) - The following requirements will apply to the Contract and any subcontracts: (1) Age. In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §623, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. (2) Disabilities. in accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission. "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,- 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities, and which prohibits discrimination in the areas of employment, public accommodations, transportation, telecommunications and government services. 17. Compliance with Federal Law, Regulations, and Executive Orders - (Applicable to all FEMA contracts) This is an acknowledgement that FEMA financial assistance will be used to fund the Contract only. The Contractor will comply will all applicable federal law, regulations, executive orders, FEMA policies, procedures. and directives as applicable, including but not limited to: The Robert T. Stafford Disaster Reliel'and Emergency Assistance Act, as amended, 42 USC Sec. 5121, et. seq. Resource Conservation and Recovery Act National Historic Preservation Act Addendum A - Federal Emergency Management Agency (FEMA) Additional Terms for Seminole County Contracts, Page 10of11 --—————————————————————————————————————————————————————————————————————— Certified Copy - Grant Maloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller 6 eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid ; ;" L eCertified Id: 14C7-C7KE-167Q Page 44 of 45 4 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 18. Immigration and Naturalization Act. - (Applicable to all FEMA contracts) Contractor shall not knowingly employ unauthorized alien workers in violation of 8 TJSC §1324a (c) [§74A (e) of the Immigration and Nationality Act] and such employment of unauthorized aliens shall be grounds for unilateral termination of the Contract/Agreement. 19. Indemnity of Funding Entities. - (Applicable to all FEMA contracts) Contractor hereby agrees to indemnify and hold harmless the State of Florida, the Government of the United States of America (including but not limited to the Federal Emergency Management Agency and the Federal Highway Administration) and the County and their officers, agents, employees and elected officials from and against any and all liability, claims, damages, demands, expenses, fees, fines, penalties, suits, proceedings, actions and cost of actions, including attorneys' fees for trial and appeal, and for the preparation of same arising out of Contractor's, its officers, agents, employees and subcontractors' acts or omissions associated with this Contract. 20. Performance and Payment Bonds. (Applicable to all FEMA contracts) If not already required under the Contract, and if requested by the County, the Contractor shall, prior to the commencement of operations, furnish a Performance and Payment Bond, executed by a surety company authorized to do business in the State of Florida, in the amount of the estimated contract value, which bond must be conditioned upon the successful completion of all work, labor, services and materials to be provided and furnished under the contract and the payment of all subcontractors, materials and laborers. Such bonds must be subject to the approval by the County. 21. Materials and Supplies. (Applicable to all FEMA contracts) All manufactured and unmanufacnrred articles, materials and supplies which are acquired for public use under this Contract have been produced in the United States as required by 41 USC § 10a, unless it would not be in the public interest or unreasonable in cost. 22. Subcontracts. (Applicable to all FEMA contracts) To the extent applicable, the Contractor shall cause the inclusion of the provisions of this Addendum in all subcontracts. DG S/dre 8/29/ 19 f ::UsrnidvhirlditCa,rsUtrs,,Urcc Managrmv)(Turdiasing Agntiments\Specific NcIp,63ted Apccmrms'10191FFMA Addrn,huWf 6ht.% Addendum dwa Addendum A - Federal Emergency Management Agency (FEMA) Additional Terins for Seminole County Contracts Page 1 I of 11 --—————————————————————————————————————————————————————————————————————— Certified Copy - Grant Maloy ��^� Seminole County Clerk of the Circuit Court and Comptroller Clerk of the Circuit Court an Comptroller 6 eCertified at 11 /17/2023 14:09:33 -05:00 Seminole County, Florid ; ;" L eCertified Id: 14C7-C7KE-167Q Page 45 of 45