Contract 2024-064ADocusign Envelope ID: 9871B1E8-4BAD-48E8-8595-577C38F69D5D
AGREEMENT No. 2024-064
DISASTER RECOVERY CONSULTANT SERVICES - FEMA
THIS AGREEMENT is made and entered into this 25th day of October 2024, by and between the
CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida
whose address is: 685 W. Montrose Street, Clermont, Florida (hereinafter referred to as "CITY"),
and CARLISLE THOMPSON, LLC, whose address is: 405 W Sequoia Spur, Georgetown, TX,
78628, (hereinafter referred to as "CONTRACTOR").
WHEREAS, Seminole County, through the public procurement process, awarded an Agreement
for Disaster Recovery Consultant Services - FEMA Contract No. RFP-604605-23/LAS;
WHEREAS, CITY desires to utilize the above -referenced awarded bid, CONTRACTOR's
response thereto, and Agreement in accordance with CITY's procurement policy; and
WHEREAS, CONTRACTOR desires to enter into a contract with CITY based on the terms and
conditions of the Seminole County Contract Number RFP-604605-23/LAS;
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree
as follows:
1. SCOPE OF WORK
The CONTRACTOR shall furnish Disaster Recovery Consultant Services as described in the
Seminole County Contract Number RFP-604605-23/LAS, which is attached hereto and
incorporated herein as Exhibit "A" and shall perform everything required by this Agreement and
the other exhibits attached hereto. Provided, however, that nothing herein shall require CITY to
purchase or acquire any items or services from CONTRACTOR that is not specified in CITY's
purchase order. To the extent of a conflict between this Agreement and Exhibit "A", the terms and
conditions of this Agreement shall prevail and govern. In all instances, the CITY purchasing
policy, resolutions, and ordinances shall apply.
2. THE CONTRACT SUM
CITY shall pay CONTRACTOR for the faithful performance of the Agreement as set forth in the
Agreement documents and the Price Schedule as set forth in Exhibit "B", attached hereto and
incorporated herein.
3. TERM AND TERMINATION
A. This Agreement is to become effective upon execution by both parties, and shall remain
in effect until, November 15, 2026 unless terminated or renewed by Seminole County.
B. Notwithstanding any other provision of this Agreement, CITY may, upon written notice
to CONTRACTOR, terminate this Agreement: a) without cause and for CITY's
convenience upon thirty (30) days written notice to CONTRACTOR b) if
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CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general
assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of
the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a
labor dispute, which threatens to have a substantial, adverse impact upon the performance
of this Agreement, without prejudice to any other right or remedy CITY may have under
this Agreement. In the event of such termination, CITY shall be liable only for the
payment of all unpaid charges, determined in accordance with the provisions of this
Agreement, for work properly performed and accepted prior to the effective date of
termination.
C. Upon mutual Agreement of the parties, this Agreement may be renewed for two (2)
additional one-year terms.
4. PROVISION OF SERVICES AND COMPLETION OF WORK
A. The CONTRACTOR shall only provide to CITY the services contained under the Scope
of Work upon receipt of an authorized order from CITY and shall provide the requested
items in the timeframe and as set forth in Seminole County Contract Number RFP-
604605-23/LAS or in the specific purchase order or authorized order submitted by CITY.
Nothing herein shall obligate CITY to purchase any specific amount of product from
CONTRACTOR or create an exclusive purchase agreement between CITY and
CONTRACTOR. CITY shall not be obligated or required to pay for any items received
until such time as CITY has accepted the items in accordance with the order provided to
CONTRACTOR.
B. CONTRACTOR, upon receipt of an order hereunder, shall immediately notify CITY if
there is an issue or question related to the fulfillment of the order or whether there will be
any delay in providing the items requested. Failure of CONTRACTOR to so notify CITY
will preclude CONTRACTOR from seeking payment of any kind for any items that were
delayed in delivery. Upon receipt of notification of the delay, CITY may, at its sole
option, cancel the order and seek the items from any available source.
C. It is expressly understood and agreed that the passing, approval, and/or acceptance of any
gasoline, diesel, kerosene, LP gas, and bio-diesel herein by CITY or by any agent or
representative as in compliance with the terms of this Contract shall not operate as a
waiver by the CITY of strict compliance with the terms of this Contract and the CITY
may require the CONTRACTOR replace the accepted gasoline, diesel, kerosene, LP gas,
and bio-diesel so as to comply with the warranties and specifications hereof.
D. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY
to purchase any minimum quantity of product during the term hereof.
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5. PAYMENTS
In accordance with the provisions fully set forth in the Contract Documents, the CONTRACTOR
shall submit a monthly invoice to the CITY for services completed. The CITY shall make payment
to the CONTRACTOR for all accepted deliveries and undisputed products delivered and services
provided within thirty (30) calendar days of receipt of the invoice.
6. DISPUTE RESOLUTION - MEDIATION
A. Any claim, dispute, or other matter arising out of or related to this Agreement shall be
subject to mediation as a condition precedent to voluntary arbitration or the institution of
legal or equitable proceedings by either party.
B. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes, and other
matters in question between them by mediation.
C. The parties shall share the mediator's fee and any filing fees equally. The mediation shall
be held in Clermont, Lake County, Florida unless another location is mutually agreed
upon. Agreements reached in mediation shall be enforceable as settlement Agreements in
any court having jurisdiction thereof.
7. INSURANCE AND INDEMNIFICATION RIDER
7.1. Worker's Compensation Insurance
The CONTRACTOR shall take out and maintain during the life of this Agreement, Worker's
Compensation Insurance for all its employees connected with the work of this Project and, in case
any work is sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to provide
Worker's Compensation Insurance for all of the subCONTRACTOR employees unless such
employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall
comply with the Florida Worker's Compensation Law. In case any class of employees engaged in
hazardous work under this Agreement at the site of the Project is not protected under the Worker's
Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the
CITY, for the protection of employees not otherwise protected.
7.2. CONTRACTOR's Commercial General Liabilitv Insurance
The CONTRACTOR shall take out and maintain during the life of this Agreement, Commercial
General Liability and Business Automobile Liability Insurance as shall protect it from claims for
damage for personal injury, including accidental death, as well as claims for property damages
which may arise from operating under this Agreement whether such operations are by itself or by
anyone directly or indirectly employed by it, and the amount of such insurance shall be as follows:
A. CONTRACTOR's Commercial General Liability, $1,000,000 Each ($2,000,000
aggregate). Liability Coverages, Bodily Injury Occurrence, & Property Damage
Combined Single Limit
Docusign Envelope ID: 9871B1E8-4BAD-48E8-8595-577C38F69D5D
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B. Automobile Liability Coverages, $1,000,000 Each, Bodily Injury & Property Damage
Occurrence, Combined Single Limit
C. Excess Liability, Umbrella Form $2,000,000 Each Occurrence, Combined Single Limit
The insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended
to provide coverage on an occurrence basis.
7.3. Indemnification Rider
A. To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold
harmless the CITY and its employees from and against all claims, damages, losses, and
expenses, including but not limited to reasonable attorney's fees, arising out of or
resulting from its performance of the Work, provided that any such claim, damage, loss
or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or
destruction of tangible property (other than the Work itself), and (2) is caused in whole or
in part by any negligent act or omission of the CONTRACTOR, any subcontractor,
anyone directly or indirectly employed by the CONTRACTOR whose acts may be liable.
Such obligation shall not be construed to negate, abridge, or otherwise reduce any other
right to obligation of indemnity which would otherwise exist as to any party or person
described in this Article; however, this indemnification does not include the acts of
negligence, damage or losses caused by the CITY or any of its agents, or employees and
its other contractors.
B. In any and all claims against the CITY or any of its agents or employees by any
employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly
employed by CONTRACTOR whose acts may be liable, the indemnification obligations
under this Paragraph shall not be limited in any way by any limitation on the amount or
type of damages, compensation or benefits payable by or for the CONTRACTOR or any
subcontractor under workers' or workmen's compensation acts, disability benefit acts or
other employee benefit acts.
8. NOTICES
All notices shall be in writing and sent by United States mail, certified or registered, with return
receipt requested and postage prepaid, or by nationally recognized overnight courier service to the
address of the party set forth below. Any such notice shall be deemed given when received by the
party to whom it is intended.
CONTRACTOR:
Carlisle Thompson, LLC
405 W Sequoia Spur, Georgetown, TX, 78628
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Attn: Connie Brice, President
OWNER:
City of Clermont
685 W. Montrose Street, Clermont, FL 34711
Attn: Tim Murry, Mayor
Either party may change the name of the person receiving notices and the address at which notices
are received by so advising the other party in writing.
9. MISCELLANEOUS
9.1. Attorneys' Fees
In the event a suit or action is instituted to enforce or interpret any provision of this Agreement,
the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as
attorneys' fees at trial or on any appeal, in addition to all other sums provided by law.
9.2. Waiver
The waiver by CITY of breach of any provision of this Agreement shall not be construed or operate
as a waiver of any subsequent breach of such provision or of such provision itself and shall in no
way affect the enforcement of any other provisions of this Agreement.
9.3. Severability
If any provision of this Agreement or the application thereof to any person or circumstance is to
any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified
in such a manner as to make the Agreement valid and enforceable under applicable law, the
remainder of this Agreement and the application of such a provision to other persons or
circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest
extent permitted by applicable law.
9.4. Amendment
Except for as otherwise provided herein, this Agreement may not be modified or amended except
by an Agreement in writing signed by both parties.
9.5. Entire Agreement
This Agreement, including the documents incorporated by reference, contains the entire
understanding of the parties hereto and supersedes all prior and contemporaneous Agreements
between the parties with respect to the performance of services by CONTRACTOR.
Docusign Envelope ID: 9871B1E8-4BAD-48E8-8595-577C38F69D5D
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9.6. Assignment
Except in the event of a merger, consolidation, or other change of control pursuant to the sale of
all or substantially all of either party's assets, this Agreement is personal to the parties hereto and
may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of
CITY.
9.7. Venue
The parties agree that the sole and exclusive venue for any cause of action arising out of this
Agreement shall be Lake County, Florida.
9.8. Applicable Law
This Agreement and any amendments hereto are executed and delivered in the State of Florida and
shall be governed, interpreted, construed, and enforced in accordance with the laws of the State of
Florida.
9.9. Public Records
The CONTRACTOR expressly understands records associated with this project are public records
and agrees to comply with Florida's Public Records law, including the following:
A. Keep and maintain public records that ordinarily and necessarily would be required by
the CITY in order to perform the services contemplated herein.
B. Provide the public with access to public records on the same terms and conditions that the
CITY would provide the records and at a cost that does not exceed the cost provided in
Florida's Public Records law or as otherwise provided by law.
C. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law.
D. Meet all requirements for retaining public records and transfer, at no cost, to the CITY all
public records in possession of CONTRACTOR upon the termination of the contract and
destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. The CONTRACTOR shall make reasonable
efforts to provide all records stored electronically to the CITY in a format compatible
with the information technology systems of the CITY.
E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THE
CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC
RECORDS AT THE CITY CLERK'S OFFICE, (352) 241-7331.
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10. AGREEMENT DOCUMENTS
The Agreement Documents, as listed below, are herein made fully a part of this Agreement as if
herein repeated.
Document Precedence:
A. This Agreement
B. Purchase Order / Notice To Proceed
C. An applicable Contractor Quote or Statement of Work
D. All documents contained in the Seminole County Contract Number RFP-604605-
23/LAS.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 25th day of
October 2024.
CITY OF CLERMONT
Signed by:
2BA7692F758C492...
Tim Murry, Mayor
DS
ATTEST:
E
DocuSigned by:
A fl"t
3AD7F34905B344A...
Tracy Ackroyd Howe, City Clerk
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Docusign Envelope ID: 9871131 E8-4BAD-48E8-8595-577C38F69D5D
CARLISLE THOMPSON, LLC
DocuSigned by:
E6
B�7; F6FB199BAF08474...
(Signature)
Print Name: Connie Brice
Title: President
Date: 10/25/2024
Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
EXHIBIT A
DISASTER RECOVERY CONSULTANT SERVICES - FF.MA
(RFP-604605-23/LAS)
THIS AGREEMENT is dated as of the & day of A10001�e( 20 a , 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 Slate 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, COITNTY 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
f'orth 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.
is also bc•und by all requirements as contained in the solicitation package, all
Disasler Recovery Consultant Services — FEMA
(R FP-604505-23/1.A S )
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addenda to this package, ' ....;X TANT's subi,i;i;sion in response to this solicitation
(collectively, the "contract uocuments-). This Agreement standing alone does not authorize the
performance of any work or require COUNTY to place any orders for work.
Section 2. Term. ?.ii: 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. The
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- ,.seer ';c;',)very Consult ant Services - FEMA
(RFP-60460i-2311. --S)
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--- Certified Copy - Grant Ma Seminole County Clerk of the Circuit Court and Comptroller
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Seminole County, Florid
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Section 5. Comp,.,. -:..:.Eats, 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 112,06](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. Rcimbursement 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/t.AS)
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Seminole County, Florid
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C. Rei:llhursement 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:
Breakfast:
$6.00 without receipts
$10.00 with receipts,
2. Lunch:
$11.00 without receipts
$13.00 with receipts;
3. Dinner:
$19.00 without receipts
$27.00 with receipts.
E. Reimbursement for airfare must he based on coach rates.
(2) Reimbursement fur 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
(R FP-604605-23 /LA S)
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Seminole County, Florid
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(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 he 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@SeminoleCierk.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. I st Street
Sanford, FL 32771
(f) Upon review and approval of CONSULTANT's invoice, COUNTY shalt pay
CONSULTANT the approved amount in accordance with the terms as set forth in Chapter 218,
Part Vll- Florida Statutes.
Disaster Recovery Consultant Services — FEMA
(R F P-604605-23/LA S )
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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 oh 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) [n addition to the above, if federal funds are used for any work under the
Agreement, the Department of I lousing 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 CONSULT ANT'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)
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--- Certified Copy - Grant Ma Seminole County Clerk of the Circuit Court and Comptroller
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Seminole County, Florid
eCertified Id: 14C7-C7KE-167Q
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(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 anv 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 — i=EMA
(RFP-604605-23/I.AS)
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Seminole County, Florid
eCertified Id: 14C7-C7KE-167Q
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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 oi'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) CONSULTANTwill 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
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----Certi-fi-ed--C-opy---- 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, Florid
eCertified Id: 14C7-C7KE-167Q
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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 CONSUI,TANI' 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 Iaw 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
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----Certi-fi-ed--C-opy---- 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, Florid
eCertified Id: 14C7-C7KE-167Q
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Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
termination: rates of pay or other forms of compensation; and selection for training, including
apprenticeship.
Section 14. No Contingent Fees, CONSULTANT 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 It 2.312(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.
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----Certi-fi-ed--C-opy---- Grant Ma Seminole County Clerk of the Circuit Court and Comptroller
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Seminole County, Florid
eCertified Id: 14C7-C7KE-167Q
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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
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['age 11 of 24
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Seminole County, Florid
eCertified Id: 14C7-C7KE-167Q
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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 Comnanv 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 Letters
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"VIl" according to A.M. Best Company.
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Seminole County, Florid
eCertified Id: 14C7-C7KE-167Q
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(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 temi 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' ComDensation/Emvlover's Liabilitv.
(A) CONSULTANT's insurance must cover it for liability that would he
covered by the latest edition of the standard Workers" Compensation policy as tiled for use in
Florida by the National Council on Compensation Insurance without restrictive endorsements.
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----Certifi-ed--C-opy---- Grant Ma 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
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Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
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 0 t ), 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:
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----Certifi-ed--C-opy---- 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, Florid
eCertified Id: 14C7-C7KE-167Q
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Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
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 Policv.
(A) CONSULTANT's insurance must cover CONSULTANT for
those sources of liability which would be covered by Section If of the latest edition of the 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 Nvay of endorsement to the Commar-6al 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 $ t ,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.
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----Certifi-ed--C-opy---- Grant Ma 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
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Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
(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 Liabilit-, insurance
required b} this Agreement is written on a claims -made basis. CONSULTANT warrants that any
relroacti%c date Linder the policy dill precede the el"fcctive date ol'lhis Agreement and that either
continuous cmeraue \%ill be maintained or an extended discovery period Nvill he exercised for a
period of three 13l ~cars beginning at the time work under this Agreement is completed.
(f) Oblipations. 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 10 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
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--- Certified Copy - Grant Ma 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
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Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
(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 CONSULTANT 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
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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
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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 119, Florida Statutes, in the handling
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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 18 of 45
Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
of the materials created under this Agreement and this statute controls over the terms of this
Agreement. Upon COLNTY'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
119.0701, 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.
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Seminole County, Florid
eCertified Id: 14C7-C7KE-167Q
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Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
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 I l 9,10, 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 407-665-71169
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, rules. or regulations will
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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, Florid
eCertified Id: 14C7-C7KE-167Q
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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 ai 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 Ifnited 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:
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Seminole County, Florid
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Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
For COUNTY:
Seminole County Resource Management Department
1101 E. Ist 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 Ma 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 22 of 45
Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
(b) If C'O(JNTY has a good faith belief that CONSULTANT has knowingly violated
this Section. COUNTY shall terminate this Agreement. If COUNTY terminates this Agreement
with CONSULTANT. CONSUL fAN1' may not be awarded a public contract for at least one (1)
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 vvith 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 Terms 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/
ATTES-L,� `
Print Name
Wit s
7/-Mort.
Print Name
CARLISLE THOMPSON LLC
By:
CONNIE S. BRICE, Manager
Date: // 15--
Disaster Recovery Consultant Services — FEMA
(R F P-604605-23/LA S )
Page 23 of 24
---------------------------------------------------------
-- —
Certified Copy - Grant Ma 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 23 of 45
Docusign Envelope ID: 9871131 E8-4BAD-48E8-8595-577C38F69D5D
1[ne5 - J
Print Name
d�roS
t eff
Yx& 2-0S
Print Name
For the use and reliance of
Seminole County only.
SEMINOLE COUNTY, FLORIDA
By: 14, 7X�L-2��
TAMMY RQbEktS,
Procurement Administrator
Dale: / /�, G /26 23
As authorized for execution by the Board of
County Commissioners at itsv Al
2(} & regular meeting.
Approved as to form and
legal sufficiency.
• a,s`�
County Attorney
GLKkDCJS\sfa
10/1912023
1 U Ic,rs'J.egal Secrcran C'SB'.Purcha_smg 2023WP•604605 (Czrlisle Tfiumpson LLQ docx
Attachments:
Exhibit A - Scope of'Services
Exhibit B - Sample Purchase Order
Exhibit C - Contract Pricing
Exhibit D - Affidavit of F.-Verify Requirements Compliance
Exhibit F, - Federal Emergency Management Agency (FEMA) Additional Terms for Seminole
County Contracts
Disaster Recovery Consultant Services — FEMA
(RFP-604605-231t.AS)
Page 24 of 24
___------------------------------
Certified Copy - Grant Ma loy s., '"'"' Seminole CountyClerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an.0 Comptroller eCertified at 11 /17/2023 14:09:33 -05:00
Seminole County, Florida��
eCertified Id: 14C7-C7KE-167Q
Page 24 of 45
Docusign Envelope ID: 9871131 E8-4BAD-48E8-8595-577C38F69D5D
Exhibit A
SCOPE OF SERVICES
Purpose: Seeking to retain services of a competent and qualified Consultent(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 Fong -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 (FRCS) 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.
___------------------------------
Certified Copy - Grant Ma loy s., '"'"' Seminole CountyClerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an.0 Comptroller eCertified at 11 /17/2023 14:09:33 -05:00
Seminole County, Florida��
eCertified Id: 14C7-C7KE-167Q
Page 25 of 45
Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
ORDER NUMBER: 48148
I= 6RIDA SALES: 85-8013708974C-0
Board of County Commissioners Ail. PACKII.O SLIPS INVOICES AND COARESPONDENCE
FEDERALSALESIUSE:59-6000856
PURCHASE ORDER MU5'R!FERToTr11SORDER NUMBER
S. — �'
ORDER DATE 0111412021
H T '
�T i REQUISITION—..--,---,. , - 63930 - OR i
—
i REQUESTOR
VENDOF2 # 409286 I
P
' ANALYST l
V
SUBMIT ALL INVOICES TO:
E ;
AP@seminolecierk.org
N j
Seminole Count Clerk & Comptroller
D i
POST OFFICE BOX 8080
SANFORD, FL 32772
O
Awls. Payable Inquiries Phoae (407)865
R
fi56
ORDER
INQUIRIES i.
i ITEM-11 11]TY„ _.f UNIT _ ITEM DESCRIPTION
_-_.. ..-_.._ UNIT PRICE EXTENDED PRICE..,_..
i
I 1.00 EA
i 0.00 I�
THIS ORDER IS SUBJECT TO THE TERMS & CONDITIONS TOTAL AMOUNT 0.00
ON THE REVERSE SIDE OF THIS ORDER.
PURCHASING AND CONTRACT DIVISION
1301 EAST SECOND STREET
SANFORD FLORIDA 32771
H IONt (407) 665-71 1 n Y FA k WV- 465-7"6
AUTHORIZED SIGNATURE FOR THE SEKNOLE C.OuATY BOARD OF COUNTY COMMISSIONCR5
Page I of
------------------------------------------------------------
Certified Copy - Grant Ma 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 26 of 45
Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
Terms and Conditions
1, AcceptancalEntire Agreement. Tnis Purchase Order ('PO") is entered
Obligations under PO must not be limited by any insurance coverage or by
into between Seminole County, Florida ("County") and the Supplier
ony provision in or exclusion or omission from any policy of insurance.
referenced herein (individually, referred to as "Parry," and collectively,
9. insurance Supplier, at its sole expense, shall maintain insurance
'Parties'). By accepting this PO, Supplier accepts all Terms and Conditions
coverage acceptable to County. All policies must name County as an
contained herein. This PO. including specifications and drawings, if any, and
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. Wherever terms and conditions of
shall notify County, in writing, of any cancenatian, material change, or
Main Agreement, if any, conflict with any PO issued pursuant to Main
alteration to Supplier's Certificate of Insurance.
Agreement, Main Agreement will control.
10. Modifications. PO may be modified or rescinded in writing by County
2. Inspection. Notwithstanding any prior payment or inspection, ail
11. Material Safety Data Shasta. At time of delivery, Supplier agrees to
goodslservioes are subject to inspectionlrejection by County at any time,
provide County with a current Material Safety Data Sheet for any hazardous
including during manufacture, construction or preparation To the extent a
chemicals or toxic substances, as required by law,
PO requires a series of performances by Supplier, County reserves right to
12. Pricing. Supplier agrees that pricing included on PO shall remain firm
cancel remainder of PO if goodslservices provided during the term of PO are
through and until delivery of goods and/or completion of services. unless
non -conforming or otherwise rejected. Without limiting any rights County may
otherwise agreed to by he Parties in writing,
have, County, at ds sole option, may require Supplier, at Supplier's expense
13_ Invoicing & Payment. After delivery of goodslservices by Supplier and
w (a) promptly repair or replace any or all rejected goods. or to cure or re-
acceptance by the County, the Supplier must electronically Submit an original
perform any or all rejected Services, or (b) refund price of any or all rejected
invoice via email to L1cs,j;;,.US11it�4;K::iuii.S14 or may mail the invoice, if
goods or services. All rejected goods will be held for Supplier's prompt
etecUonic invoice is not available, to: Seminole County Clerk of the Circuit
inspection at Supplier's dsk Nothing contained in PO will relieve Supplier's
Court and Comptralrer, P.O. Box 8080. Sanford, Florida 32772. Invoices
obligation of testing, inspection and quality control.
must be hired at pndng stipulated on PO and must include the County's
3. Packing & Shfpping. Unless otherwise specified, all goods must be
Purchase Order Number. Thereafter, all payments and interest on any late
packed, packaged, marked and prepared for shipment irr a manner that is:
payments will be paid in compliance with Florida Prompt Payment Act, §216.
(a) in accordance with good commercial practice: (b) acceptable to common
70. Florida Statutes.
carriers for shipment at the lowest rate for the particular good; (c) in
14. Taxes, County is exempt from Florida sales tax, federal taxes on
accordance with local, state, and federal regulations: and (d) protected
transportation charges and any federal excise tax. County will not reimburse
against weather Supplier must mark all containers with necessary lifting,
Supplier for taxes paid.
handling, snipping information, PO number, date of shipment and the name
IS. Termination County may femrinate PO, in whole or in part, el any time,
of the consignee and consignor. An itemized packing sheet must
either for County's convenience or because of Supplier's failure to fulfill its
accompany each shipment
obligations under PO, by written notice to Supplier. Upon receipt of written
4. Delivery; Risk of Loss Ail goods are FOB destination, and risk of loss
notice, Supplier must discontinue all deliveries affected unless written notice
will remain with Supplier until delivery by Supplier and acceptance by
directs otherwise. In the event of termination, County will be liable only for
County. Goods delivered by Supplier that are damaged, defective. or
materials procured. work completed or services rendered or supplies partially
otherwise fail to conform to PO may be rejected by County or held by County
fabricated, within the authorization of PO. In no event will County be liable for
at Supplier's risk and expense. County may Charge Supplier for cost(s) to
incidental or consequential damages by reason of such termination.
inspect, unpack, repack, stare and re -ship rejected goods.
16. Equal Opportunity Employer County is an Equal Employment
S. Delivery of Excess Quantities, If Supplier delivers excess quantities of
Opportunity ("EEO') employer, and as such, requires an Suppliers to comply
goods without prior written authorization from County, excess quantities of
with EEO reguiallmns with regards to race, color, religion, sex, national origin,
goods may be relumed to Supplier at Supplier's expense.
age, disadi}ity or genetic information. as may be applicable to Supplier_ Any
6, Time Is of the Essence Time is of the essence for deiivery of goods
subcomracts entered into, as authorized by County, must make reference to
(services under PO. Failure to meet delivery schedules or deliver within a
this clause with the same degree of application being encouraged -
reasonable time, as determined by County, entittes County to seek all
47, Assignment. Supplier may not assign, transfer, or subcontract PO or
remedies available_et law or -in equity. -County reserves right to cancal-any
any right or -obligation uni it without- County's-,written monsent.- Any -
PC and procure goWWsefMces eisewhere, if delivery is not timely. Supplier
purported assignment, transfer, or subcontract will be null and void.
agrees to reimburse County for all costs incurred in enforcing its rights
18. Venue & Applicable Law. The laws of the State of Florida govern
Failure of County to cancel PO, acceptance, or payment will not be deemed
validity, enforcement, and interpretation of PO. The sole jurs&ctian and
a waiver of County's right to cancel remainder of PO. Delivary date or time in
venue for any legal action in connection with PO will be in the courts of
PO may be extended it Supplier provides a written request in advance of
Seminole County, Florida,
originally scheduled delivery date and bme and County agrees to delayed
19. Fiscal Non -Funding. in the event sufficient budgeted funds are not
delivery in writing prior to originally scheduled delivery dale and time.
available for payment to Supplier for a new fiscal period, County shall notify
T. Warranties, Supplier warrants to County that all goods/services covered
Supplier of such occurrence and PO will terminate on the last day of the
by PO oonform strictly to specifications, drawings or samples specified or
current fiscal period without penalty or expense to County.
furnished by County, and are free from (a) defects in title: and (b) latent or
20. public Records. Supplier acknowledges that PO and any related
patent defects in material or workmanship, If no quality is specified by
financial records, audits, reports, plans. correspondence and other
County, Supplier warrants to County that goodstservices are of the best
documents may be subject to disclosure to members of the public pursuant
grade of their respective kinds, meet or exceed applicable standards for
to Chapter I19, Florida Statutes. Supplier shall maintain all public records
industry represented, ore merchantable (as In goods) and are fit for County's
and, upon request, provide a copy of requesied records or allow records to
particular purpose. Supplier warrants that at the time County accepts the
be inspected within a reasonable time. Supplier shall also ensure that any
goodslservices, the goods/services will have been produced, sold, delivered
public records that are exempt or Confidential from disclosure, are not
and furnished in strict compliance with all applicable federaf and slate laws,
disclosed except as authorized by few In event Supplier fails to abide by
regulations, ordinances, rules, labor agreements and working conditions to
provisions of Chapter 119, Florida Statutes, County may. withoui prejudice to
which goods/services are subject. Supplier warrants the title to goods
any other right or remedy and after giving Supplier seven (7) days written
furnished under PO is valid, transfer of such title to County is righlfui and
notice, during which period Supplier still fails to allow access to such
goods are free of any claims or liens of any nature whatsoever, whether
documents, terminate PO. IF SUPPLIER HAS QUESTIONS REGARDING
rightful or otherwise, of any person, corporation, partnership or association.
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO SUPPLIER'
All applicable manufacturers' warranties must be furnished to County at time
S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO PO" CONTACT
of delivery of goods or Completion of service All warranties are cumulative
CUSTODIAN OF PUBLIC RECORDS AT: 407.665-7116,
and are in addition to any other express or implied warranties provided by
ef1&CIEMfp{Q+ FcnllSyELSiQ,1L, PURCHASING AND CONTRACTS
taw
DIVISION, li E. SECOND STREET, SANFORD, FL 32711,
8. Indemnification. To the fullest extent permitted by law, Supplier assumes
21. Right to Audit Records County will be entitled to audit the books and
any and all liability for damages. breach of PO, loss or injury of any kind or
records of Supplier to the extent that the books and records relate to this PO.
nature whatsoever to persons or property caused by, resulting from or
Supplier must maintain books and records relating to this PO for a period of
related to the goodslservices provided under PO. To the fullest extent
three (3) years from the date of final payment under the PO, unless the
permitted by law. Supplier shall indemnify and hold harmless County, its
County authonzes otherwise in writing.
commissioners, officers, employees and agents from and against any and all
22, Severability. It any section, sentence, clause. phrase or portion of PO
claims, damages, demands. lawsuits, losses, costs and expenses- including
are, for any reason, held invalid or unconstitutional by any court of
attorneys' tees, patent, copyright or trademark infringement, judgments,
comoelent jurisdiction. such portion will be deemed separate, distinct, and
decrees of whatsoever nature wtdch County may incur as a result of claims,
independent and such holding will not affect validity of remaining portion of
demands, lawsuits or Causes of action of any kind or nature ansing from,
PC
caused by or related to goods/services furnished by Supplier, its officers,
23. Headings & Captions All headings and captions contained in PO are
employees, agents, partners, principals or suboontractors. Remedies
provided for convenience only, do not oonstitute a part of PO, and may not
afforded to County by this section are cumulative with and in no way affect
be used to define, describe, interpret or construe any provision of PO
anyother legal remedy County may have under PO or at law. Supplier's
Rev 1012021
Certified Copy - Grant Ma 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 27 of 45
Docusign Envelope ID: 9871131 E8-4BAD-48E8-8595-577C38F69D5D
EXHIBIT B
Exhibit C
Price Proposal
RFP-604605-231LAS —DISASTER RECOVERY CONSULTANT SERVICES - FEMA
Name of Proposer: Carlisle Thompson LLC
Mailing Address: 405 SeQuoia Spur
City/State/Zip: Georgetown, TX 78628
Phone Number: 407 353-2787 FAX Number t
E-Mal Address: conniera7carlislethomoson.com
Pursuant to and in compliance with the Requestfor 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 personstparties
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 I $215,00
Federal Disaster Recovery experience)
Disaster Recovery Project Manager (Minimum S years FEMA Public Assistance S18(300
experience)
FEMA Public Assistance Specialist (Mirunxum 3 years FEMA Public Assistance $150.00
experience)
FEMA Public Assistance Analyst (Minimum I year FEMA PuhlicAssistance $I20 00
experience)
PA Grant Admin I $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 $1100.00 or the actual expenses for lodging at a "non -resort"
type hotel located in Seminole County Meals shall not exceed:
___------------------------------
Certified Copy - Grant Ma loy s., '"'"' Seminole CountyClerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an.0 Comptroller eCertified at 11 /17/2023 14:09:33 -05:00
Seminole County, Florida��
eCertified Id: 14C7-C7KE-167Q
Page 28 of 45
Docusign Envelope ID: 9871 B1 E8-4BAD-48E8-8595-577C38F69D5D
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 Ma loy s., '"'"' Seminole CountyClerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an.0 Comptroller eCertified at 11 /17/2023 14:09:33 -05:00
Seminole County, Florida��
eCertified Id: 14C7-C7KE-167Q
Page 29 of 45
Docusign Envelope ID: 9871 B 1 E8-4BAD-48E8-8595-577C38F69D5D
RFR #RFP-604605-23/LAS
Title: Oisaster 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.
i Disaster Recovery Program 1
Hr
Manager/ Policy Advisor (Minimum
10 Years Federal Disaster
1 $215.00
$215,00
Recovery Experience)
2 Disaster Recover Project Manager 1
Hr
(Minimum 5 years FEMA Public
$180.00
$180,00
Assistance experience)
3 FEMA Public Assistance Speciatist 1
Hr
(Minimum 3 years FEMA Public
$150.00
$150.00
Assistance experience)
4 FEMA Public Assistance Analyst 1
Hr
(Minimum 1 year FEMA Public
$120.00
$120.00
Experience)
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.
1 Disaster Recovery Program Manager/ Policy Percent of
Advisor (Minimum 10 Years Federal Disaster Total Project 5%
Recovery Experience) Hours
------ -----------------------------------------------------------------
Certified Copy - Grant Maloy^ "'"' Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court anji Comptrouer� eCertified at 11/17/2023 14:09:33 -05:00
Seminole County, Florida ,
eCertified Id: 14C7-C7KE-167Q
Page 30 of 45
Docusign Envelope ID: 9871131 E8-4BAD-48E8-8595-577C38F69D5D
RFP #RFP-Ei 4605-23(UAS
Title: disaster Recovery Consultant Services- FEMA
2 Disaster Recover Project Manager (Minimum 5
years FEMA Public Assistance experience)
3 FEMA Public Assistance Specialist (Minimum 3
years FEMA Public Assistance experience)
4 FEMA Public Assistance Anatyst (Minimum 1 year
FEMA Public Experience)
5 PA Grant Admin
Percent of
Total Project 15%
Hours
Percent of
Total Project 35%
Hours
Percent of
Total Project 25 %
Hours
Percent of
Total Project 20%
Hours
___------------------------------
Certified Copy - Grant Ma loy s., '"'"' Seminole CountyClerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an.0 Comptroller eCertified at 11 /17/2023 14:09:33 -05:00
Seminole County, Florida��
eCertified Id: 14C7-C7KE-167Q
Page 31 of 45
Docusign Envelope ID: 9871131 E8-4BAD-48E8-8595-577C38F69D5D
Exhibit C- Price Proposal
Junior Consultant
1
Hr
As Needed
$
105.00
Insurance Specialist
1
Hr
As Needed
$
165.00
Cost Estimator
1
Fir
As Needed
$
165.00
Project Manager, Owner
1
Hr
As Needed
$
2p0.00
Representative
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
Assessmentl
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
Corlisfe Thompson, tLC
___—————————————————————————— — — — — —
Certified Copy - Grant Ma loy s., '"'"' Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an.0 Comptroller eCertified at 11 /17/2023 14:09:33 -05:00
Seminole County, Florida��
eCertified Id: 14C7-C7KE-167C2
Page 32 of 45
Docusign Envelope ID: 9871 B1 E8-4BAD-48E8-8595-577C38F69D5D
EXHIBIT "D"
Agreement Name:
Agreement Number -
AFFIDAVIT OF E-VERIFY REQUIREMENTS COMPLIANCE
The CONSULTANTICONTRACTOR 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 verity 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 eligibilily of all new employees hired by the subcontractor during the
Agreement term.
The CONSULTANT/CONTRACTOR understands and agrees that its failure to comply
wNh 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 CONSULTANTICONTRACTOR further understands and agrees that in the
event of such termination, the CONSULTANTICONTRACTOR shall be liable to the
county for any costs incurred by the County as a result of the
CONSULTANT'SICONTRACTOR'S breach.
(Balance of this page intentionally blank; signatory page foflows j
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Certified Copy - Grant Ma loy s., '"'"' Seminole CountyClerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an.0 Comptroller eCertified at 11 /17/2023 14:09:33 -05:00
Seminole County, Florida��
eCertified Id: 14C7-C7KE-167Q
Page 33 of 45
Docusign Envelope ID: 9871131 E8-4BAD-48E8-8595-577C38F69D5D
DATED this Itt l day of 'na,, � 20�-I
Consultan rye - J
/_.
Print ame:
Title: ---
STATE OF FLORIDA
COUNTY OF SEMINOLE
I HEREBY CERTIFY that, on this ]n day of Ln D.+v nj;)LK 20- a, before me, an
officer duly guthorized in the State and County aforesaid to take acknowledgments, personally
appeared _ L n who is personally known to me oI who has
produced'T`Y( a L as identification.
Print Name
NotaryPublic in and for the
STACEY W. MITCIfELL � ou n!y
MyNotary lD#4535W and Slate Aforementioned �4�t17G�
E110esNKerntw22,2M My commission expires: ;? -- ---
E-Verify Affidavit
Revised 1 t /2020
------------------------------------------------------------------------
Certified Copy - Grant Maloy, `,,, ^ ^_ Seminole County Clerk of the Circuit Court and Comptroller
Clerk of the Circuit Court an Comptroller �Z eCertified at 11 /17/2023 14:09:33 -05:00
Seminole County, Florida
- eCertified Id: 14C7-C7KE-167Q
Page 34 of 45
Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
Exhibit E
FEDERAL EMERGENCY MANAGEMENT AGENCY (FEMA)
ADDITIONAL TERMS FOR SEMINOLE COUNTY CONTRACTS
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 term "Contractor". as used throughOut this Addendum, means the Contractor, Provider,
Consultant, or similar such tenon, as named in the Contract or Agreement.
The temt "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 igrees 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 Contract 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 FIIWA-1273, which is incorporated into this Addendum by
reference, (collectively. the "FEMA Requirements") apply. The FEMA Requirements will
only modify the Contract upon the provision by Contractor of work or services required as
a result of 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 govem and prevail.
Addendum A - Federal Emergency Managemem A.nency (FEMA)
Additional berms for Seminole County Contracts
Page 1 of 1 I
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Certified Copy - Grant Ma 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 35 of 45
Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
B Contracts that receive funding; derived from federal grants must comply with federal
guidelines. The federal funds appropriated by the Federal Emergency Management Agency
(FF MA) 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
l 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 11br 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 Contactor 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 Contract,
Page 2 of 1 I
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Certified Copy - Grant Ma 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 36 of 45
Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
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, I965, 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 part and the Contractor
may be declared ineligible for further Government contracts or federally assisted
construction contracts in accordance with procedures authorized in Executive
Order 11246 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 (t) 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 in excess of
$2,000.00. Not applicable to other FEMA grant and cooperative agreement programs,
Addendum A - Federal Fmergency Management Agency (FEMA)
Addilional Terms for Seminole County Contracts
Page 3 of 11
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Certified Copy - Grant Ma 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 37 of 45
Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
including the Public Assistance Program; Davis Bacon Act--40 U5C S. 3141-3144 and
3146-3 t48, 2 CFR Part 200, Appendix II; 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. Cun,cnt applicable wage rates will be attached to
the COIItraet if applicable.
(2) The Contractor agrees that all contractors engaged under contracts in excess of
S2,000.00 tcrr 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, it wage rates higher than those
required under the regulations are imposed by state or local law, nothing under this
Addendunt 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, it) 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. 5 874. 40 U.S.C. § 3145,
and the requirements of 29 C.F.I. 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 requiring the subcontractors to include these clauses in
any lower tier subcontracts. The prince 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 - frdcral Emergency Management Agertry (FE3vMA)
Additional Terms for Seminole County Contracts
Page 4 of t 1
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Certified Copy - Grant Ma 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 38 of 45
Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
5. 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 Pan 22, Appendix 11, 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 taborer 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 taborer 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 (in
the case of work clone 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 ol'S 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 Lite contractor or subcontractor under any such
contract or any other Federal contract with the same prime contractor, or any other
federally— assisted contract subject to (lie Contract Work Hours and Safety
Standards Act, which is held by the same 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) ofthis 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."
G. Ri -its 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 Grin or nonprofst
Addendum A - Federal Emergency Management Agency (FEMA)
Additional Terms for Seminole- Cuunty Contracts
Page 5 of 11
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Certified Copy - Grant Ma 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 39 of 45
Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
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 ]'art
401 and any implementing regulations issued by FEMA.
Cleats 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
S 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 part 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 Part 3000)
(1)
Addendum A - Federal Emergency ktanagement Agency (FEMA)
Additional Terms for Seminole County Contracts
Page 6 or 1
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Certified Copy - Grant Ma 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 40 of 45
Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
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 whore 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 ofchanged circumstances.
d. This Contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and
CF.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.935)7
(2) The Contractor must comply with 2 CY 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. If
it is later determined that the Contractor did not comply with 2 C.F.R. pt. I80.
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 C.F.R. pt. 180, subpart
C and 2 C.F.R. pl. 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."
Certification Regarding Use of Contract Funds for Lobbying (Byrd Anti -Lobbying (31
L1SC s. 1352) Applicable to contracts in excess ofS100,000. 2 CFR Part 200. Appendix (1)
(1)
(1) The Contractor certifies, by signing this Addendum. to the Best of
Contractor's knowledge and belief. that:
Addendum A - Fedcral ( rnergcncy Management Agency (FEMA)
Additional terms for Seminole County Contracts
Page 7 of l t
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Certified Copy - Grant Ma 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 41 of 45
Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
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 ofCongress, 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 coruiection with this Federal contract,
grant, loan, or cooperative agreement, the undersigned shall
complete and submit Standard Form-LU, "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 certification is a prerequisite for making o.r 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 S10,000 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 FEh'LA conlracts, 42 USC S. 5962,
2 CPR Pats 200, Appendix 11, K; 2 CFR s. 200.322)
(1) In the performance of this Contract, the Contractor shall make maximurn
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 performance requirements; or
(c) At a reasonable price.
Addendurn A - Federal Emergency Management Agcncy (FEMA)
Additional Teens for Seminole County Contracts
Page a of 11
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Certified Copy - Grant Ma 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 42 of 45
Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
(2) Information about this requirement is available at EPA's Comprehensive
Procurement Guidelines web site, http://www.epa,gov/epgi. The list of EPA
designate items is available at http://www.ep i.gov/cpg/products.htni.
11, Additional FFIVIA 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 snaking audit,,
examinations, excerpts and transcriptions.
(2) The Contractor agrees to petinit 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) The 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. DIIS Sea], Lotto and Flags (Applicable to all FEMA contracts; DI IS 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 FENIA contracts)
(1) Absent the express written consent by the Federal Government, 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 of I 1
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Certified Copy - Grant Ma 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 43 of 45
Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
obligations or liabilities to the County, Contractor, or any other party (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 acknowledge% 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 flights (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
disQdmination 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. §121 12, the Contractor agrees that it will comply with the
requirements of U.S. Equal Employment Opportunity Commission, "Regulation,,, -
to Implement the Equal Emplo�,ment Provisions of the Americans with Disabilities
Act," 29 C.F.R. fart 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 thar 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. Slafford Disaster Reliefand Emergency Assistance Act, as amended.
42 USC Sec:. 5121, et. seq.
Resource Conservation and Recovery Act
National Historic Preservation Act
Addendum A - Federal Eniergrncy Management Agency (FFMA)
Additional Terms for 5cminole County Contracts
Page 10 of 11
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Certified Copy - Grant Ma 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 44 of 45
Docusign Envelope ID: 987lB1E8-4BAD-48E8-8595-577C38F69D5D
4 Mandatory Standards and policies relating to energy efficiency which are contained
in the state energy conservation plats issued in compliance with the Energy Policy
and Conservation Act
18. Immigration and Naturalization Act. - (Applicable to all FEMA contracts)
Contractor shall not knowingly ernploy unauthorized alien workers in violation of 8 1JSC
§1324a (e) [§74A (c) ol'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
Govenimeut 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. Perfonnance 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 unmanufactured 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.
DGS/dre
8/29/ 19
1 _U J'Xr?td+hiri,lAgrwrncnwl p ,;ihc Ncgoiiwxf AErccmcnii21114TF'h1 .A AchIcn,koW I'WA Addendum dfa+
Addendum A • Federal Emergency Management Agency (FEMA)
Additional Tenns for Seminole County Contracts
Page l I of 11
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Certified Copy - Grant Ma 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 45 of 45