R17-054RESOLUTION NO. R17 -054
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A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
BOYNTON BEACH, FLORIDA, APPROVING A FIVE (5) YEAR
PIGGY -BACK OF THE CONTRACT BETWEEN THE SOLID
WASTE AUTHORITY OF PALM BEACH COUNTY AND
THOMPSON CONSULTING SERVICES, LLC., FOR DISASTER
DEBRIS MANAGEMENT AND SUPPORT SERVICES PROVIDED
BY THOMPSON CONSULTING SERVICES LLC; AUTHORIZING
THE CITY MANAGER TO ENTER INTO AN END USER
PROFESSIONAL SERVICES AGREEMENT IN THE EVENT OF
AN EMERGENCY BEGINNING JUNE 6, 2017 THROUGH MAY 7,
2022; PROVIDING AN EFFECTIVE DATE.
WHEREAS, Thompson Consulting Services will provide temporary debris site
monitors on behalf of the City of Boynton Beach after a hurricane to observe debris
unloading operations at the Solid Waste Authority's temporary debris sites related to storm
1 q j debris; and
WHEREAS, the Solid Waste Authority of Palm Beach County approved an
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Agreement (No. 17 -205) with Thompson Consulting Services, LLC., to provide disaster
debris management for a period of five (5) years from the date approved by the City
Commission to May 7, 2022.
WHEREAS, upon recommendation of staff, the City Commission has determined
that it is in the best interests of the residents of the City to approve a five (5) year End User
Professional Services Agreement with Thompson Consulting Services, LLC, to provide
disaster debris monitoring services.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
Section 1. Each Whereas clause set forth above is true and correct and
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incorporated herein by this reference.
Section 2. The City Commission of the City of Boynton Beach, Florida, hereby
approves a five (5) year End User Professional Services Agreement with Thompson
Consulting Services, LLC., based on piggy- backing an agreement with the Solid Waste
Authority's Agreement with Thompson for disaster debris monitoring commencing June 6,
2017 to May 7, 2022, a copy of which is attached hereto as Exhibit "A ".
Section 3. The City Manager is authorized to execute the End User Professional
Services Agreement with Thompson Consulting Services, LLC.
Section 4. That this Resolution shall become effective immediately.
PASSED AND ADOPTED this �"&- day of �� , 2017.
CITY OF BOYNTON BEACH, FLORIDA
YES NO
Mayor - Steven B. Grant
Vice Mayor - Justin Katz ./
Commissioner - Mack McCray 1-11
Commissioner - Christina L. Romelus -
Commissioner - Joe Casello
VOTE !k
ATTEST:
l _, lei � t,L
Judit Pyle, CMC
City , lerk
(Corporate Seal)
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End User Professional Services Agreement
General Terms and Conditions
This End User Professional Services Agreement ( "Agreement ") is
dated May 9, 2017 by and between Thompson Consulting Services,
LLC (hereinafter referenced as "Consultant "), with offices at 1135
Townpark Avenue, Suite 2 10 1, Lake Mary, FL 32746 and the City of
Boynton Beach (hereinafter referenced as "Client" or "End User "), a
political subdivision of the State of Florida, with offices at 100 East
Boynton Beach Boulevard, Boynton Beach, FL;
Whereas, Consultant has entered into an agreement for Disaster
Debris Management and Support Services (Agreement Number 17-
205) effective as of May 8, 2017 — May 7, 2022 with the Solid Waste
Authority of Palm Beach County (hereinafter referred to as "Authority
Contract" and attached as Exhibit A);
if changes to the Scope of Services or any resulting task orders affect
the schedule, level of effort, or payment to Consultant and the schedule
and payment shall be equitably adjusted.
5. FEE FOR SERVICES
The fee for the services under this Agreement will be based on the
actual hours of services furnished multiplied by Consultant's Billing
Rates as set forth in the Authority Contract. Consultant's rates are
subject to annual Consumer Price Index (CPI) escalations on the
annual anniversary of the execution date of the Agreement upon
mutual written agreement by each party.
6. PAYMENT
Whereas, the Authority Contract acknowledges that the End User
may enter into an agreement with the Consultant through the Authority
Contract;
Whereas, Client desires to be an End User under the Authority
Contract;
Whereas, both parties hereby agree to be bound to the terms and
conditions of the Authority Contract;
Now therefore, in consideration of the mutual covenants to be
performed by the parties pursuant to this Agreement, each party hereby
represents, warrants, and agrees as follows:
TERM & APPLICABILITY
The term of this Agreement shall mirror the remaining term of the
Authority Contract from the date first above written. This Agreement
shall apply to all work performed at the request of the Client or for the
benefit of the Client during the term hereof (the "Work ") unless both
parties agree in writing that the terms and conditions hereof shall not
apply.
2. SCOPE OF WORK
Consultant shall perform such Work as the Client may direct from time
to time during the term hereof following the issuance of a Notice to
Proceed and in accordance with Exhibit A attached hereto.
3. STANDARD OF CARE
Consultant will perform services under this Agreement with the degree
of skill and diligence normally practiced by professional consultants
performing the same or similar services. No other warranty or
guarantee, expressed or implied, is made with respect to the services
furnished under this Agreement and all implied warranties are
disclaimed.
4. CHANGES /AMENDMENTS
This Agreement and its exhibits constitute the entire agreement
between the Parties and together with its exhibits supersede any prior
written or oral agreements. This Agreement may not be changed
except by written amendment signed by both Parties. The estimate of
the level of effort, schedule, and payment required to complete any
services directed by the Client will be dictated through a written task
order executed by both parties. Consultant shall promptly notify Client
Client shall pay Consultant for services furnished under this
Agreement upon submission of monthly invoices. Client shall pay
Consultant within thirty (30) days of receipt of invoices less any
disputed amounts. If Client disputes any portion of the invoice, the
undisputed portion will be paid and Consultant will be notified in
writing, within ten (10) days of receipt of the invoice of the exceptions
taken. Consultant and Client will attempt to resolve the payment
dispute within sixty (60) days or the matter may be submitted to
arbitration as provided herein. Additional charges for interest shall
become due and payable at a rate of one and one -half percent (1 -1/2 %)
per month (or the maximum percentage allowed by law) on the unpaid,
undisputed invoiced amounts. Any interest charges due from Client on
past due invoices are outside any amounts otherwise due under this
Agreement. If Client fails to pay undisputed invoiced amounts within
sixty (60) days after delivery of invoice, Consultant, at its sole
discretion, may suspend services hereunder or may initiate collections
proceedings, without incurring any liability or waiving any right
established hereunder or by law.
WORK PRODUCT
Client shall have the unrestricted right to use the documents, analyses
and other data prepared by Consultant under this Agreement ('Work
Products'); provided, however Client shall not rely on or use the Work
Products for any purpose other than the purposes under this Agreement
and the Work Products shall not be changed without the prior written
approval of Consultant. If Client releases the Work Products to a third
party without Consultant's prior written consent, or changes or uses the
Work Products other than as intended hereunder, (a) Client does so at
its sole risk and discretion, (b) Consultant shall not be liable for any
claims or damages resulting from the change or use or connected with
the release or any third party's use of the Work Products and (c) Client
shall indemnify, defend and hold Consultant harmless from any and all
claims or damages related to the release, change or reuse.
8. INFORMATION PROVIDED BY OTHERS
Client shall provide to Consultant in a timely manner any information
Consultant indicates is needed to perform the services
hereunder. Consultant may rely on the accuracy of information
provided by Client and its representatives.
9. SAFETY AND SECURITY
Consultant has established and maintains programs and procedures for
the safety of its employees. Unless specifically included as a service to
be provided under this Agreement, Consultant specifically disclaims
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cows . 71HG SCBVI'LS
End User Professional Services Agreement
General Terms and Conditions
any County or responsibility for job site safety (including, but not
limited to, any supervision of operations of others, training, audit or
observation of safety programs of others) and safety of persons other
than Consultant's employees. Client acknowledges that Consultant has
no responsibility under this Agreement related to site security or the
assessment, evaluation, review, testing, maintenance, operation or
safety practices or procedures related to security or safety.
10. TERMINATION
Either party may terminate this Agreement upon thirty (30) days prior
written notice to the other party. Client shall pay Consultant for all
services rendered to the date of termination plus reasonable expenses
for winding down the services. If either party defaults in its obligations
hereunder, the non - defaulting party, after giving thirty (30) days
written notice of its intention to terminate or suspend performance
under this Agreement, may, if cure of the default is not commenced
and diligently continued, terminate this Agreement or suspend
performance under this Agreement. Upon termination, the terms and
conditions found in this Agreement concerning ongoing or future
obligations and contractual responsibilities and interpretation thereof
shall survive its termination, including but not limited to those
obligations found in sections 3, 6, 7, & 8.
Client: Ci ty Of Boynton Beach
Attention: J effrey_ Livergood
Address: 100 E Boynton Beach B lvd
B Beach, FL 33435
Consultant: Thompson Consulting Services, LLC
Attention: Nate Counsell, Vice President
Address: 1135 Townpark Avenue
Suite 2101
Lake Marv. FL 32746
13. MISCELLANEOUS
11. ASSIGNMENT
This Agreement is binding upon and will inure to the benefit of Client
and Consultant and their respective successors and assigns. Neither
party may assign its rights or obligations hereunder without the prior
written consent of the other party.
12. NOTICES
Any notice required or permitted by this Agreement to be given shall
be deemed to have been duly given if in writing and delivered
personally or five (5) days after mailing by first- class, registered, or
certified mail, return receipt requested, postage prepaid and addressed
as follows:
A. If any provision of this Agreement is invalid or unenforceable, the
remainder of this Agreement shall continue in full force and effect and
the provision declared invalid or unenforceable shall continue as to
other circumstances.
B. This Agreement may be executed in multiple counterparts, each of
which shall be deemed to be an original instrument, but all of which
taken together shall constitute one instrument.
[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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End User Professional Services Agreement
General Terms and Conditions
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers or representatives.
THOMPSON CONSULTING SERVICES, LLC
BY:
Name: Nate Counsell
Title: Vice President
Date May 19, 2017
CITY OF BOYNTON BEACH, FLORIDA
By:
Name: Lori LaVerriere
'title: City Manager
Date June 9, 2017
Please return executed copy of these terms and conditions to the ttention of:
Kyle Hoyle
khoyle @thompsones.net — Email
(407) 792 -0018 — PhoneA
CITY ATTORNEY
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End User Professional Services Agreement
General Terms and Conditions
EXHIBIT A
Page 4 of 26 Modified: May 19, 2017
AGREEMENT
FOR
DISASTER DEBRIS MANAGEMENT AND SUPPORT SERVICES
BETWEEN
SOLID WASTE AUTHORITY OF PALM BEACH COUNTY
k
THOMPSON CONSULTING SERVICES
AGREEMENT NO. 17-205
SOLID WASTE AUTHORITY OF PALM BEACH COUNTY
7501 NORTH JOG ROAD
WEST PALM BEACH, FLORIDA 33412
TABLE OF CONTENTS
ARTICLE PAGE
1 .
Effective Date. ...........:.........................:.:...:.:................. ........:....................:1
2.
Services to be Performed by Consultant ........................ .:.......:....................1
3 .
Compensation ............................::...:............. .....I........................................
1
4.
Insurance ........................................................................ .........:....................2
5 .
Standard of Care ............................................................ ..............................3
6 .
Indemnification ............................................................... ..............................3
7.
Independent Consultant ................................................. ..............................3
8,
Authority to Practice ................ ....................... . . ... .........................3
..... .... .. ... ...
9.
Compliance with Laws ...........................:
10.
Sub - Consultant ............ . .................. I.............................. ............... 4
........ ....
11.
Federal and State Taxes ...............................................: ..............................4
12.
Availability of Funds ....................................................... ..............................4
13.
Authority's Responsibilities ............................................. ..............................4
14 .
Default ............................................................................ ..............................4
15 .
Termination for Convenience ........................ ............................... .......4
16 .
Uncontrollable Forces .................................................... ..............................5
17 ,
Remedies ......................... ............................... ... ..............................5
18 .
Non- Discrimination ......................................................... ..............................5
19 .
Waiver ............................................................................ ..............................5
20.
Severability ........................ . .......... .................... ...................6
21
Entirety of Agreement ..................................................... ..............................6
22 .
Modification ..........................................:......................... ..............................6
23 .
Successors and Assigns ................................:............... ..............................6
24.
Contingent Fees ........................... ................... .... .... ...............,.6
.......... ..... .....
25.
Truth -in- Negotiation Certificate .......................... ............................... .......6
26
Ownership of Documents ............................................... ..............................7
27.
Public Records, Access and Audits ................................ ..................:...........7
28 ,
Office of Inspector General., ............ ...... ........ .. ..............................8
29 .
Notice .......................................:..................................... ..............................9
30 .
Contract Administration ...............::................................. ..............................9
31.
Key Personnel. ..... ... ..... I ....... I ..................... .......................... 9
32.
Small Business Enterprise ( SBE) .................................. .............................10
33,
Scrutinized Companies .................................................. ............................:10
34.
Agreements with other Governmental Entities .............. .............................10
35.
Third Party Beneficiary Disclaimer ................................ .............................10
36 .
Buy America Requirements ................................:..:....... .............................10
37.
Disadvantaged Business Enterprises ............................ .............................10
38.
Certification Regarding Suspension and Debarment .... .............................11
39.
Access to Records and their Retention ......................... .............................11
40.
Audit Requirements ....................................................... .............................12
41.
National Environmental Policy Act (NEPA) ................... .............................12
42.
Americans with Disabilities Act ....................:................. ::...........................12
43.
Compliance with Title VI, Title VII and other
Federal Laws & Regulations ......................................... .............................12
44.
Convict Labor Prohibition .............................................. .............................12
Agreement Execution .................................................... .............................13
EXHIBITS
A .
Scope of Work ..............................:................................ ...........:......::..:......14
B .
Fee Schedule ................................................................ .............................18
C .
SBE Plan .............................:......................................... .............................19
D .
Buy America Requirements ..........................................: ...............:.............20
Agreement No. 17 -205
DISASTER DEBRIS MANAGEMENT AND SUPPORT SERVICES
AGREEMENT No. 17 -205
This Agreement is made and entered into as of May 8, 2017 by and between Solid Waste Authority of Palm
Beach County, a special district created by Chapter 2001 -331, Laws of Florida, as amended, (hereinafter referred to
as AUTHORITY) and Thompson Consulting Services, LLC (hereinafter referred to as CONSULTANT), a Delaware
Limited Liability Company, whose Federal Employer ID Number is 45- 2015453:
Whereas, in accordance with the AUTHORITY'S Request for Proposal No. 17- 205 /SLB, solicited to employ the
services of the CONSULTANT for the purpose of providing Disaster Debris Management and Support Services, and,
Whereas, CONSULTANT represents it is capable and prepared to provide such services.
Now, therefore, in consideration of the promises contained herein, the parties hereto agree as follows:
ARTICLE 1 - EFFECTIVE DATE
The effective date of this Agreement shall be May 8, 2017 through May 7, 2022.
Term of Agreement shall be for a five (5) year period, unless otherwise terminated as provided herein. The
AUTHORITY shall have the option of extending the Agreement for one (1) additional year, as approved by the
AUTHORITY, at the. same terms and conditions. Extension of the Agreement beyond the initial period, and any
option subsequently exercised, is an AUTHORITY prerogative, and not a right of the CONSULTANT. This
prerogative will be exercised only when such continuation is clearly in the best interest of the AUTHORITY. Such
extension shall be in the form of a written Amendment to the Agreement executed by both parties.
ARTICLE 2 - SERVICES TO BE PERFORMED BY CONSULTANT
CONSULTANT shall perform the services as specifically stated in the Scope of Work, attached hereto and made a
part hereof as Exhibit A, and /or as may be specifically designated and authorized by the AUTHORITY. Such
authorizations will be referred to as Task Orders. Each Task Order shall set forth the specific services required, the
amount of compensation, and the completion date. In addition the CONSULTANT may employ the use of sub -
consultant(s) whose services are necessary to the CONSULTANT in the provision of services and upon specific
approval in an individual Task Order. In such case the sub - consultant, the specific services to be performed and
his /her compensation (including a not -to- exceed amount) shall be identified as part of the Task Order
ARTICLE 3 - COMPENSATION
3.1 The AUTHORITY shall pay CONSULTANT in accordance with the Fee Schedule, attached hereto and
made a part hereof as Exhibit B.
3.2 In addition, the parties may negotiate a lump sum or not -to- exceed amount on a per - project basis on an
individual Task Order. Invoices must reference the current Agreement or Task Order number (if any) along
with the assigned purchase order number.
33 CONSULTANT shall submit a monthly invoice for services rendered. Invoices shall include a statement of
progress made regarding the project, a description of services rendered and a breakdown of hours spent on
the project. There shall be no reimbursable expenses allowable.
Agreement No. 17 -205 -1 -
Page 7 of 2
3.4 Payment of invoices shall be due and payable thirty (30) days after receipt of a correct, fully documented
invoice. All invoices shall be delivered to:
Solid Waste Authority of Palm Beach County
7501 North Jog Road
West Palm Beach, Florida 33412
Attention: Accounts Payable, c/o Mary Schultz
3.5 CONSULTANT will clearly mark its final /last billing with the words "Final Invoice ". This will certify that all
services have been fully performed under this Agreement and that all charges and costs have been invoiced
to the AUTHORITY. Thereupon, this account will be closed and any additional charges or costs, not
included in the final invoice, shall be waived by CONSULTANT.
ARTICLE 4 - INSURANCE
4.1 During the performance of the Services under this Agreement, CONSULTANT shall maintain the following
insurance policies, and be written by an insurance company authorized to do business in Florida.
1. General Liability Insurance with bodily injury limits of not less than $2,000,000 for each
occurrence, and with property damage limits of not less than $2,000,000 for each occurrence.
2. Automobile Liability Insurance with bodily injury limits of not less than $1,000,000 for each
person and not less than $1,000,000 for each accident and with property damage limits of not less
than $1,000,000 for each accident.
3. Workers' Compensation Insurance in accordance with statutory requirements and Employer's
Liability Insurance with limits of not less than $1,000,000 for each accident, $1,000,000 for each
disease, and $1,000,000 aggregate.
4. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.
4.2 . Deductible amounts shall not exceed 5% of the total amount of required insurance in each category. Should
any policy contain any unusual exclusions, said exclusions shall be so indicated on the certificate(s) of
insurance.
43 CONSULTANT shall furnish AUTHORITY certificates of insurance which shall include a provision that
policy cancellation, non - renewal or reduction of coverage will not be effective until at least thirty (30) days
written notice has been made to the AUTHORITY. CONSULTANT shall include AUTHORITY as an
additional insured on all liability insurance policies required by the Agreement. All of CONSULTANT'S
sub - consultants shall be required to include AUTHORITY and CONSULTANT as additional insured on all
of their liability insurance policies.
4.4 CONSULTANT'S naming of the AUTHORITY as an additional insured on all of its liability insurance policies.
pursuant to this Agreement shall afford coverage only for the grossly negligent and willful acts of
CONSULTANT pursuant to this Agreement and is limited to the terms and conditions of indemnity
provisions in the Agreement. Notwithstanding anything herein to the contrary CONSULTANT shall in no
way be responsible for the defense or indemnity of matters arising or resulting from the AUTHORITY'S
negligence, errors or omissions or willful misconduct.
4.5 In the event that sub- consultants used by the CONSULTANT do not have insurance, or do not meet the
insurance limits, CONSULTANT shall indemnify and hold harmless the AUTHORITY for any claim in excess
of the sub - consultants insurance coverage.
Agreement No. 17 -205 -2.
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4.6 The CONSULTANT shall not commence work under this Agreement until all insurance required as stated
herein has been obtained and such insurance has been approved by the AUTHORITY.
ARTICLE 5 - STANDARD OF CARE
5.1 CONSULTANT shall exercise the same degree of care, skill, and diligence in the performance of the
Services as is ordinarily provided by a comparable professional under similar circumstances and
CONSULTANT shall, at no additional cost to AUTHORITY, re- perform services which fail to satisfy the
foregoing standard of care.
5.2 The CONSULTANT warrants that all services shall be performed by skilled and competent personnel to the
highest professional standards in the field.
ARTICLE 6 - INDEMNIFICATION
6.1 GENERAL
Having considered the risks and potential liabilities that may exist during the performance of the services
and in consideration of the promises included herein, AUTHORITY and CONSULTANT agree to allocate
such liabilities in accordance with this Article 6.
6.2 INDEMNIFICATION
The CONSULTANT shall indemnify and hold harmless the AUTHORITY, and its officers and employees,
from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorney's fees, to the
extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT and
other persons employed or utilized by the CONSULTANT in the performance of the Agreement.
6.3 SURVIVAL
Upon completion of all services, obligations and duties provided for in this Agreement, or in the event of
termination of this Agreement for any reason, the terms and conditions of this Article shall survive.
ARTICLE 7 - INDEPENDENT CONSULTANT
7.1 The CONSULTANT is, and shall be, in the performance of all work services and activities under this
Agreement, an Independent Consultant, and not an employee, agent, or servant of the AUTHORITY. All
persons engaged in any of the work or services performed pursuant to this Agreement shall at all times, and
in all places, be subject to the CONSULTANT'S sole direction, supervision, and control. The CONSULTANT
shall exercise control over the means and manner in which it and its employees perform the work, and in all
respects the CONSULTANT'S relationship and the relationship of its employees to the AUTHORITY shall
be that of an Independent Consultant and not as employees or agents of the AUTHORITY.
7.2 The CONSULTANT does not have the power or authority to bind the AUTHORITY in any promise,
agreement or representation other than specifically provided for in this Agreement.
7.3 The CONSULTANT shall not pledge the AUTHORITY'S credit or make it a guarantor of payment or surety
for any contract, debt, obligation, judgment, lien or any form of indebtedness. The CONSULTANT further
warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the
terms of this Agreement.
ARTICLE 8 - AUTHORITY TO PRACTICE
The CONSULTANT hereby represents and warrants that it has and will continue to maintain all licenses and
approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable
manner.
Agreement No. 17 -205 -3-
ARTICLE 9 - COMPLIANCE WITH LAWS
In performance of the Services, CONSULTANT will comply with applicable regulatory requirements including federal,
state, special district, and local laws, rules, regulations, orders, codes, criteria and standards.
ARTICLE 10 - SUB - CONSULTANT
10.1 The AUTHORITY reserves the right to accept the use of a sub - consultant or to reject the selection of a
particular sub - consultant under this Agreement.
10.2 If a sub - consultant fails to perform or make progress, as required by this Agreement, and it is necessary to
replace the sub - consultant to complete the work in a timely fashion, the CONSULTANT shall promptly do
so, subject to acceptance of the new sub - consultant by the AUTHORITY.
ARTICLE 11 -FEDERAL AND STATE TAXES
The AUTHORITY is exempt from Federal Tax and State Sales and Use Taxes. Upon request, the AUTHORITY will
provide an exemption certificate to CONSULTANT. The CONSULTANT shall not be exempted from paying sales tax
to its suppliers for materials to fulfill contractual obligations with the AUTHORITY, nor shall the CONSULTANT be
authorized to use the AUTHORITY'S Tax Exemption Number in securing such materials.
ARTICLE 12 - AVAILABILITY OF FUNDS
The obligations of the AUTHORITY under this Agreement are subject to the availability of funds lawfully appropriated
for its purpose by the Board of the Solid Waste Authority of Palm Beach County.
ARTICLE 13 - AUTHORITY'S RESPONSIBILITIES
AUTHORITY shall be responsible for providing access to all project sites, and providing information on hand required
by CONSULTANT, including; existing reports, studies, financial information, and other required data that are
available in the files of the AUTHORITY.
ARTICLE 14 - DEFAULT
14.1 The AUTHORITY may, by written notice of default to the CONSULTANT, terminate the Agreement in whole
or in part if the CONSULTANT fails to satisfactorily perform any provisions of this Agreement, or fails to
make progress so as to endanger performance under the terms and conditions of this Agreement, or
provides repeated non - performance, or does not remedy such failure within a period of ten (10) days (or
such period as the Director of Purchasing Services may authorize in writing) after receipt of notice from the
Director of Purchasing Services specifying such failure. In the event the AUTHORITY terminates this
Agreement in whole or in part because of default of the CONSULTANT, the AUTHORITY may procure
goods and /or services similar to those terminated, and the CONSULTANT shall be liable for any excess
costs incurred due to this action.
14.2 If it is determined that the CONSULTANT was not in default or that the default was excusable (e.g., failure
due to causes beyond the control of, or without the fault or negligence of, the CONSULTANT), the rights
and obligations of the parties shall be those provided in Article 15 — Termination for Convenience.
ARTICLE 15 - TERMINATION FOR CONVENIENCE
15.1 The Director of Purchasing Services may, whenever the interests of the AUTHORITY so require, terminate
the Agreement, in whole or in part for the convenience of the AUTHORITY. The Director of Purchasing
Services shall give five (5) days prior written notice of termination to the CONSULTANT, specifying the
Agreement No. 17 -205 -4
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portions of the Agreement to be terminated and when the termination is to become effective. If only portions
of the Agreement are terminated, the CONSULTANT has the right to withdraw, without adverse action, from
the entire Agreement.
15.2 Unless directed differently in the Notice of Termination, the CONSULTANT shall incur no further obligations
in connection with the terminated work, and shall stop work to the extent specified and on the date given in
the Notice of Termination. Additionally, unless directed differently, the successful CONSULTANT shall
terminate outstanding orders and /or subcontracts related to the terminated work.
15.3 Unless the CONSULTANT is in breach of this Agreement, the CONSULTANT shall be paid for services
rendered to the AUTHORITY'S satisfaction through the date of termination.
ARTICLE 16 - UNCONTROLLABLE FORCES
16.1 Neither the AUTHORITY nor CONSULTANT shall be considered to be in default of this Agreement if delays
in or failure of performance shall, be due to Uncontrollable Forces, the effect of which, by the exercise of
reasonable diligence, the non - performing party could not avoid. The term "Uncontrollable Forces" shall
mean any event which results in the prevention or delay of performance by a party of its obligations under
this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is
not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and
governmental actions.
16.2 Neither party shall,: however, be excused from performance if nonperformance is due to forces which are
preventable, removable, or remediable and which the nonperforming party could have, with the exercise of
reasonable diligence, prevented, removed or remedied with reasonable dispatch. The nonperforming party
shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force,
give written notice to the other party describing the circumstances and uncontrollable forces preventing
continued performance of the obligations of this Agreement.
ARTICLE 17 - REMEDIES
This Agreement shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce
the Agreement shall be in a State court of competent jurisdiction located in Palm Beach County. With the exception
of the choice of law and venue provisions contained herein, no remedy conferred upon any party is intended to be
exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or
partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise
thereof.
ARTICLE 18 - NON- DISCRIMINATION
The CONSULTANT assures and certifies that it shall comply with Title VII of the Civil Rights Act of 1964, as
amended, and shall not discriminate against any individual on the basis of their race, color, national origin, religion,
ancestry, sex, age, marital status, familial status, sexual orientation, disability, or gender identity or expression.
ARTICLE 19 - WAIVER
A waiver by either AUTHORITY or CONSULTANT of any breach of this Agreement shall not be binding upon the
waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the
waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either
party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver
of any subsequent default or breach.
Agreement No. 17 -205 - 5
ARTICLE 20 - SEVERABILITY
20.1 The invalidity, illegality, or unenforceability of any provision of this Agreement, or the occurrence of any
event rendering any portion or provision of this Agreement void, shall -in no way affect the validity or
enforceability of any other portion or provision of the Agreement. Any void provision shall be deemed
severed from the Agreement and the balance of the Agreement shall be construed and enforced as if the
Agreement did not contain the particular portion or provision held to be void. The parties further agree to
reform the Agreement to replace any stricken provision with a valid provision that comes as close as
possible to the intent of the stricken provision.
20.2 The provisions of this section shall not prevent the entire Agreement from being void should a provision
which is of the essence of the Agreement be determined to be void.
ARTICLE 21 - ENTIRETY OF AGREEMENT
The AUTHORITY and the CONSULTANT agree that this Agreement sets forth the entire agreement between the
parties, and that there are no promises or understandings other than those stated herein. This Agreement
supersedes all prior agreements, contracts, proposals, representations, negotiations, letters or other communications
between the AUTHORITY and CONSULTANT pertaining to the Services, whether written or oral. None of the
provisions, terms and conditions contained in this Agreement may be added to, modified, superseded or otherwise
altered except by written instrument executed by the parties hereto.
ARTICLE 22 - MODIFICATION
The Agreement may not be modified unless such modifications are evidenced in writing signed by both AUTHORITY
and CONSULTANT. Such modifications shall be in the form of a written Amendment executed by both parties.
ARTICLE 23 - SUCCESSORS AND ASSIGNS
AUTHORITY and CONSULTANT each binds itself and its partners, successors, assigns and legal representatives to
the other party to this Agreement and to the partners, successors, executors, administrators, assigns, and legal
representatives. CONSULTANT shall not assign this Agreement without the express written approval of the
AUTHORITY via executed amendment.
ARTICLE 24 - CONTINGENT FEES
The CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide
employee working solely for the CONSULTANT to solicit or secure this Agreement and that it has not paid or agreed
to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the
CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from
the award or making of this Agreement.
ARTICLE 25 - TRUTH -IN- NEGOTIATION CERTIFICATE
25.1 Execution of this Agreement by the CONSULTANT shall act as the execution of a truth -in- negotiation
certificate certifying that the wage rates and costs used to determine the compensation provided for in this
Agreement are accurate, complete, and current as of the date of the Agreement.
25.2 The said rates and costs shall be adjusted to exclude any significant sums should the AUTHORITY
determine that the rates and costs were increased due to inaccurate, incomplete or noncurrent wage rates
or due to inaccurate representations of fees paid to outside consultants. The AUTHORITY shall exercise its
rights under this "Certificate" within one (1) year following payment.
Agreement No. 17 -205 6
12 o f 26
ARTICLE 26 - OWNERSHIP OF DOCUMENTS
CONSULTANT shall be required to cooperate with other consultants relative to providing information requested in a
timely manner and in the specified form. Any and all documents, records, disks, original drawings, or other
information shall become the property of the AUTHORITY for its use and /or distribution as may be deemed
appropriate by the AUTHORITY.
ARTICLE 27 - PUBLIC RECORDS, ACCESS AND AUDITS
27.1 It is the intent of this Article to maintain compliance with the Florida Public Records Law, Ch. 119, Florida
Statutes, as amended effective July 1, 2016.
27.2 DESIGNATED RECORDS CUSTODIAN CONTACT INFORMATION:
RECORDS MANAGER
SOLID WASTE AUTHORITY OF PALM BEACH COUNTY
7501 NORTH JOG ROAD
WEST PALM BEACH, FL. 33412
561- 640 -4000 EXT. 4210
RECORDS CUSTODIAN @SWA.ORG
27.3 The CONSULTANT shall maintain records related to all charges, expenses, and costs incurred in estimating
and performing the work, in accordance with the timeframes and classifications for records retention as per
the General Records Schedule GS1 -SL for State and Local Government Agencies (see:
http :Hdos,dos:state.fl,usllibrary- archives /records -r»aq g6m6hUobhbtal- records- schbdules6 after completion
or termination of this Contract. The AUTHORITY shall have access to such records as required in this
section for the purpose of inspection or audit during normal business hours, at the CONSULTANT'S place of
business.
27.4 Notwithstanding anything herein to the contrary, the CONSULTANT expressly acknowledges that: i) it is
providing a specific service to the AUTHORITY in the performance of this Contract; ii) acting on behalf of the
AUTHORITY in the performance of this Contract; iii) that it has read and is familiar with the Florida Public
Records Law, Ch. 119, Florida Statutes, as amended, and both understand its responsibility and obligation
to comply with this law; and iv) to the extent any question(s) arise regarding its duties to produce public
records, it shall contact the Records Manager with same.
27.5 Any public records requests directed to, or related in any way to this contract shall be directed solely to the
Records Manager. If the requested records are not in the possession of the Records Manager they shall
immediately notify the CONSULTANT and the CONSULTANT must provide the records or allow access to
the records within a reasonable time. A CONSULTANT who fails to provide the records to the public
agency within a reasonable time may be subject to penalties under Florida Statutes (F.S) §119.10, and
§119.10(2) provides that a person who willfully and knowingly violates the Public Records Act commits a
misdemeanor of the first degree, which is punishable by up to a year in jail and a fine not to exceed $1,000.
27.6 Therefore, the CONSULTANT is required to:
1) maintain public records that ordinarily and necessarily would be required by the AUTHORITY in
order to perform the service;
2) provide the public with access to public records on the same terms and conditions that the
AUTHORITY would provide the records and at a cost that does not exceed the cost provided by
Florida law;
Agreement No. 17 -205 -7-
3) ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law; and
4) meet all requirements for retaining public records and transfer, at no cost to the AUTHORITY, all
public records in possession of the CONSULTANT upon termination of the contract and destroy
any duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. When requested by the AUTHORITY, either during performance of the
contract or after termination or completion of the contract, all records stored electronically must be
provided to the AUTHORITY in a format that is compatible with the information technology systems
of the AUTHORITY.
27.7 Failure of the CONSULTANT to comply with these requirements shall be a material breach of this Contract.
27.8 CONSULTANT shall maintain financial and program records to justify all charges and costs incurred in
performing the work for at least three (3) years following final payment by the AUTHORITY as Federal
Emergency Management Agency sub - grantee as required by 2 CFR 200.333. The AUTHORITY shall
have access to such books, records, and documents as required in this section for the purpose of inspection
or audit
27.9 In the event records retention requirements in Florida Statutes Chapter 119 and 257 exceed those of FEMA,
the records shall be retained to comply with State of Florida requirements.
ARTICLE 28 — OFFICE OF INSPECTOR GENERAL
Palm Beach County has established the Office of the Inspector General (OIG), Ordinance No. 2009 -049 which is
authorized and empowered to review past, present and proposed county contracts, transactions, accounts and
records. The AUTHORITY has entered into an Interlocal Agreement (ILA) for Inspector General Services. This
agreement provides for the Inspector General to provide services to the AUTHORITY in accordance with the
authority, functions and powers set out in the Palm Beach County Office of Inspector General Ordinance, All parties
doing business with the AUTHORITY and receiving AUTHORITY funds shall fully cooperate with the Inspector
General including providing access to records relating to this agreement. The Inspector General has the power to
subpoena witnesses, administer oaths, require the production of records, and audit, investigate, monitor, and inspect
the activities of the CONSULTANT, its officers, agents, employees, and lobbyists in order to ensure compliance with
contract specifications and detect corruption and fraud. Failure to cooperate with the Inspector General or
interference or impeding any investigation shall be in violation of Ordinance 2009 -049, and punished pursuant to
Section 125.69, Florida Statutes, in the same manner as a second degree misdemeanor.
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Agreement No. 17 -205 -8-
if 26
ARTICLE 29 - NOTICE
Any notice, demand, communication, or request required or permitted hereunder shall be in writing and delivered in
person or sent by certified mail, postage prepaid as follows:
AS TO AUTHORITY
Solid Waste Authority of Palm Beach County
7501 North Jog Road
West Palm Beach, Florida 33412
Attention: Mark Eyeington, Chief Operations Officer
Office No.: 561 - 640 -4000 Ext. 4513 Fax No.: 561 - 640 -3400 E -Mail: me e�ington@swa.org
AS TO CONSULTANT
Thompson Consulting Services, LLC
1135 Townpark Avenue, Suite 2101
Lake Mary, Florida 32746
Attention: Jon Hoyle, President
Office No.: 407- 792 -0018 Fax No.: 407 - 878 -7858 E -Mail: ihoyle @thompsoncs.net
Notices shall be effective when received at the addresses as specified above. Changes in the respective addresses
to which such notice is to be directed may be made from time to time by either party by written notice to the other
party. Facsimile transmission is acceptable notice effective when received, however, facsimile transmissions
received (i.e.; printed) after 5:00 p.m. or on weekends or holidays, will be deemed received on the next business day.
The original of the notice must additionally be mailed as required herein.
Nothing contained in this Article shall be construed to .restrict the transmission of routine communications between
representatives of CONSULTANT and AUTHORITY.
ARTICLE 30 - CONTRACT ADMINISTRATION
Services of CONSULTANT shall be under the general direction of Mark Eyeington, Chief Operations Officer or his
or her successor, who shall act as the AUTHORITY'S representative during the term of the Agreement.
ARTICLE 31 - KEY PERSONNEL
CONSULTANT shall notify AUTHORITY in the event of key personnel changes which might affect this Agreement.
Notification shall be made within ten (10) days of said changes. AUTHORITY has the right to reject proposed
changes in key personnel. The following personnel shall be considered key personnel:
Nate Counsell, Vice President
Office No.: 407- 792 -0018 Cell No.: 407 - 619 -2781 E -Mail: ncounsell @thompsopncs.net
Jon Hoyle, President
Office No.: 407- 792 -0018 Cell No.: 321 - 303 -2543 E -Mail: ihovle @thompsoncs.net
Eric Harrison, Debris Operations Practice Manager
Office No.: 407 - 792 -0018 Cell No.: 407 - 312 -1670 E -Mail: eharrison @ thompsoncs. not
Agreement No. 17 -205 -9-
ARTICLE 32 - SMALL BUSINESS ENTERPRISE (SBE)
The Governing Board of the AUTHORITY has set 15% as the AUTHORITY'S goal for small business participation in
contracts and purchases. CONSULTANT'S submitted Plan showing how he /she will assist the AUTHORITY in
achieving this goal is incorporated into this Agreement as Exhibit C. The AUTHORITY will require periodic
documentary proof, acceptable to the AUTHORITY, of the implementation, progress, and final outcome of the
proposed Plan. Failure to implement the Plan, or achieve reasonable interim progress, or achieve the final goal
reflected in the Plan, may be considered by the AUTHORITY as failure to perform a material provision of this
Agreement.
ARTICLE 33 - SCRUTINIZED COMPANIES
As provided in F.S. 287.135, by entering into any Agreement with the AUTHORITY, or performing any work in
furtherance hereof, CONSULTANT hereby certifies that CONSULTANT and CONSULTANT'S affiliates, suppliers,
sub - contractors, contractors or agents of any type whatsoever who will perform hereunder, have not been placed on
the Scrutinized Companies With Activities in Sudan List or Scrutinized Companies With Activities in The Iran
Petroleum Energy Sector List created pursuant to F.S. 215.473. If the AUTHORITY determines, using credible
information available to the public, that a false certification has been submitted by CONSULTANT, this
CONSULTANT may be terminated and a civil penalty equal to the greater of $2 million or twice the amount of this
Agreement shall be imposed, pursuant to F.S. 287.135.
ARTICLE 34 - AGREEMENTS WITH OTHER GOVERNMENTAL ENTITIES
34.1 The CONSULTANT agrees that this Agreement constitutes an offer to all State Agencies and Political
Subdivisions of the State of Florida under the same terms and conditions, for the same prices and for the
same effective period as specified in this Agreement; should the CONSULTANT deem it in the best interest
of their business to do so.
34.2 The Agreement in no way restricts or interferes with any State Agency or Political Subdivision of the State of
Florida from re- solicitation.
ARTICLE 35 — THIRD PARTY BENEFICIARY DISCLAIMER
It is not the intention of this contract to create third party beneficiary status in any person or entity that is not a direct
party to the contract awarded as a result of being the successful CONSULTANT, and no language in the contract
should be construed or interpreted as creating a third party beneficiary.
ARTICLE 36 - BUY AMERICA REQUIREMENTS
The CONSULTANT agrees to comply with the requirements of the Federal Buy America law (See 23 U.S.C. 313,
ISTEA Sections 1041(a) and 1048(a), as they may be amended from time to time), as they relate to Federal -aid
contracts and the use of steel and iron produced in the United States. A description of the requirements of Buy
America is set forth in Exhibit D, which is attached hereto and incorporated by reference as part of this Agreement.
CONSULTANT shall provide a certification statement regarding the origin of all materials or products covered under
the Buy America provisions and used in its performance of the Agreement in accordance with the requirements of
law and the AUTHORITY, FDOT, and FEMA, to the extent applicable.
ARTICLE 37 - DISADVANTAGED BUSINESS ENTERPRISES
37.1 The Agreement is subject to the requirements of 49 CFR Part 26. The CONSULTANT shall not discriminate
on the basis of race, color, national origin, or sex in the performance of the Agreement. The CONSULTANT
shall carry out the applicable requirements of 49 CFR Part 26 in the award and administration of this U.S.
DOT- assisted contract. Failure by the CONSULTANT to carry out these requirements is a material breach
of Agreement, which may result in the termination of this Agreement or such other remedy as the
Agreement No. 17 -205 _110-
AUTHORITY deems appropriate, including but not limited to the withholding of payments. Each subcontract
the CONSULTANT signs with a sub - consultant must include the assurance in this paragraph. (See 49 CFR
26.13.) Upon request, the CONSULTANT will provide the AUTHORITY with a copy of each subcontract it
enters into.
37.2 The CONSULTANT is required to pay its sub - consultants performing work related to this Agreement for
satisfactory performance of that work no later than thirty (30) days after the CONSULTANT'S receipt of
payment for that work from the AUTHORITY. The CONSULTANT may not hold any retainage from its sub -
consultants unless pursuant to an agreement approved by the AUTHORITY. The CONSULTANT shall
return all retainage payments withheld within thirty (30) days after the sub - consultant's work has been
satisfactorily completed.
37.3 The CONSULTANT shall, on a monthly basis, submit payment certifications, including a certification
regarding their truth and accuracy, for all payments it is seeking and certifications from all sub - consultants
indicating who has been paid and how. The certifications shall comply with all Federal and State
requirements regarding the reporting of DBE participation. The CONSULTANT shall, if required by the
AUTHORITY or FDOT, report its DBE participation monthly on the Equal Opportunity Reporting System
located on the Florida Department of Transportation's (FDOT) website found at
www. dot. state .fl.us /edualoppodunityofIice Audits may be conducted to - review payments to DBE sub -
consultants. The will fully cooperate with the AUTHORITY, FDOT or FEMA regarding the
monitoring of sub - consultants and payments made thereto.
ARTICLE 38 - CERTIFICATION REGARDING SUSPENSION AND DEBARMENT
38.1 This Agreement is a covered transaction for purposes of 49 CFR Part 29. Accordingly, the CONSULTANT
shall verify that neither the CONSULTANT, nor its principals, as defined at 49 CFR 29.995, or affiliates, as
defined at 49 CFR 29.905, are excluded or disqualified from participation in this Agreement as defined at 49
CFR 29.940 and 29.945.
38.2 The CONSULTANT agrees to comply with the requirements of 49 CFR 29, Subpart C.throughout the term
of this Agreement. The CONSULTANT must include the requirement to comply with 49 CFR 29, Subpart C
in any lower tier covered transaction it enters into. CONSULTANT'S certification is a material
representation of fact relied upon by the AUTHORITY. If it is later determined that the CONSULTANT
knowingly rendered an erroneous certification, in addition to remedies available to the AUTHORITY, the
State or Federal Government may pursue any available remedies, including but not limited to suspension
and /or debarment. The CONSULTANT further agrees that it will include a provision requiring such
compliance in all of its subcontracts or lower tier covered transactions.
ARTICLE 39 - ACCESS TO RECORDS AND THEIR RETENTION
39.1 ' This provision shall supplement Article 27 of the Agreement. The CONSULTANT shall maintain adequate
records to justify all charges, expenses, and costs incurred in estimating and performing the Agreement for
at least five (5) years after completion or termination of this Agreement or FDOT's closure of an "emergency
event" with the Florida Division of Emergency Management, whichever comes last, except in the event of
litigation or settlement of claims arising from the performance of the Agreement, the CONSULTANT agrees
to maintain said records until all litigation, claims, appeals or exceptions related thereto have been resolved.
The records shall be maintained at a location in Palm Beach County, Florida or such other location in
Florida approved by, the AUTHORITY.
39.2 The CONSULTANT shall make all of its books, records, and other documents related, in any manner to its
or its sub - consultants' performance of the Agreement, available to the AUTHORITY and any other funding
entity (e.g., FDOT, FEMA, the Comptroller General of the U.S. or any of their authorized representatives) for
the purpose of examination, audit, reproduction, excerpts and transcripts, during normal business hours, at
Agreement No. 17 -205 •11 -
Page 17
the CONSULTANT'S place of business or if CONSULTANT'S place of business is not located in Palm
Beach County, then at the location for maintenance of records referenced above. The CONSULTANT shall
also require its sub - consultants to make their books, records and documents available for examination,
audit, reproduction, excerpts, and transcripts, for the same duration and in the same mann6r, and at or near
the same locations required herein of CONSULTANT.
ARTICLE 40- AUDIT REQUIREMENTS
This provision shall supplement Article 27 of the Agreement. The CONSULTANT agrees that audits may be
undertaken of its records related to its performance of the Agreement as may be authorized or required under OMB
Circular A -133, as revised. The CONSULTANT agrees that it will comply and fully cooperate with the AUTHORITY
and any State and /or Federal funding agency(ies), including but not limited to FDOT, Florida's Auditor General,
FEMA, or any of their authorized representatives, in any audit or monitoring procedures or processes any such
entity(ies) may undertake related to CONSULTANT'S performance of the Agreement.
ARTICLE 41 - NATIONAL ENVIRONMENTAL POLICY ACT (NEPA)
The CONSULTANT shall cooperate with the AUTHORITY, FDOT, and FEMA so as to assure that all activities
related to the performance of this Agreement comply with the requirements of the National NEPA of 1969, as
amended, and the regulations and guidance related thereto.
ARTICLE 42 - AMERICANS WITH DISABILITIES ACT
The CONSULTANT does hereby represent and certify that it will comply with all of the requirements of the Americans
with Disabilities Act of 1990 (42 USC 12102, et seq.), as it may be amended, and all applicable implementing
regulations of the U.S. DOT, FEMA and other Federal -aid agencies.
ARTICLE 43 - COMPLIANCE WITH TITLE VI, TITLE VII AND
OTHER FEDERAL LAWS AND REGULATIONS
The CONSULTANT does hereby represent and certify that it will comply with'all the requirements imposed by Title VI
of the Civil Rights Act of 1964 and Title VII of the Civil Rights Act of 1968, as they have been and may be modified
from time to time (42 USC 2000d, et. seq. and 3601 et.seq.), and the Age Discrimination and Employment Act of
1967 and Section 303 of the Age Discrimination Act of 1975, as amended (42 USC 6102), and all applicable Federal
laws and regulations, policies, procedures and directives of the U.S. DOT, FEMA, and /or other Federal -aid agencies,
as they may be promulgated and amended from time to time.
ARTICLE 44 - CONVICT LABOR PROHIBITION
The CONSULTANT does hereby represent and certify that it will comply with the convict labor prohibition in 23
U.S.C. 114, and all implementing regulations thereto.
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Agreement No. 17 -205 -12-
Pa e 18 of 26
In Witness Whereof, the Solid Waste Authority of Palm Beach County, at a regular meeting thereof, by action of the
AUTHORITY Board authorizing and directing the foregoing be adopted, has caused these presents to be signed by
its Executive Director, and Thompson Consulting Services has executed this agreement all as of the day and year
first above written.
SOLID WASTE AUTHORITY OF PALM BEACH COUNTY:
WitnesSC
2..// ? /
By:
Mark Hammond
Executive Director
Approved as to Form and Legal Sufficiency:
By:
r e era! ounsel to the Authority
THOMPSON CONSULTING SERVICES:
Attest:
J� By: V V
orporate Secretary
l/ (Corporate Seal)
l
Witness:
1.
PA
Name: Jo.n del
Title: f r 0 S( 14 Z ^ 1
Approved by Authority Board on April 12, 2017, Item No. 5.1
Agreement No. 17 -205
Page 19 of 26
-13-
EXHIBIT A
IF SCOPE OF WORK
General Requirements
A. The CONSULTANT is expected to be extremely knowledgeable in Federal Emergency Management
Agency (FEMA) and Federal Highway Administration (FHWA) regulations, guidelines and operating
policies. The CONSULTANT will support the AUTHORITY during a disaster recovery effort and will be
responsible for the overall monitoring of debris collection. The CONSULTANT shall coordinate with the
Disaster Debris Removal Contractor(s) and the AUTHORITY to ensure a compliant, well- managed and
organized approach to debris collection and disposal within FEMA guidelines.
B. The AUTHORITY intends to utilize an automated debris management system (ADMS) and anticipates
that the Disaster Debris Removal Contractor(s) will provide vehicle certification placards.
C. The AUTHORITY will provide a Field Service Representative for each AUTHORITY'S Franchise Service
Area (1 -5) to oversee and monitor the collection activity within these service areas and to work directly
with the Disaster Debris Removal Contractor(s) and the CONSULTANT to schedule all work. The
AUTHORITY will provide temporary debris management sites (DMS).
D. The AUTHORITY currently has an Enterprise GIS System which utilizes ESRI's ArcGIS Server, ArcGIS
Desktop Advanced, and Microsoft's SOL Server. Data is published to staff and the public using Rolta's
Onpoint, which is a thin client for ESRI's ArcServer.
E. The AUTHORITY'S Disaster Debris Removal Contractor(s) will provide the manpower and collection
equipment in - a timely manner to safely remove disaster debris as soon as possible. Additionally, the
AUTHORITY'S Disaster Debris Removal Contractor(s) will open and operate DMS and immediately begin
processing material on site and begin shipping material to final destination within ten (10) days of
opening.
F. Task Orders will be issued against the Agreement, as necessary to complete work. What follows is a
general description of the work anticipated.
2. Scope of Services
A. The scope of services to be provided pursuant to this Agreement includes Project/Operations
Management, Collection Monitoring, ADMS, Data Processing and Management, DMS Monitoring, Debris
Vehicle Certification, Damage Complaint Tracking, Data Compilation and Reporting, Payment Monitoring
and Reconciliation Processing, Reporting and Coordinating with the AUTHORITY'S Project/Operations
Manager, and other related services as outlined in this section.
B. The AUTHORITY reserves the right to select which specific services the CONSULTANT will provide and
to add or delete services throughout the term of any resulting agreement with mutual consent.
2.1 Project/Operations Management
CONSULTANT will be responsible for Project/Operations Management of the debris monitoring activities for
the AUTHORITY. This responsibility includes providing an experienced Project/Operations Manager,
supplying a temporary field office for the monitoring staff, and coordinating and meeting with the AUTHORITY,
field staff and contractors. Additionally, CONSULTANT will be responsible for hiring, training, deploying,
scheduling and monitoring the activities of its collection monitors.
Agreement No. 17 -205 -14-
EXHIBIT A
2.2 Collection Monitoring
a. The CONSULTANT will be responsible for monitoring and certifying all AUTHORITY'S authorized
collection activities. This responsibility includes monitoring and certifying all debris loads to ensure
eligibility for federal reimbursement, providing trained collection monitors, exercising quality control over
the debris monitoring activity, and providing daily feedback to the AUTHORITY. CONSULTANT shall
ensure that all Disaster Debris Removal Contractor(s) loads are correctly captured by their ADMS.
The CONSULTANT shall photographically document daily collection activities. CONSULTANT shall
identify and document all leaners, hangers and stumps and coordinate with federal and state
representatives to ensure eligibility and maximum reimbursement.
c. Additionally, the CONSULTANT shall coordinate with the AUTHORITY to respond to problems in the field,
such as property damage complaints, debris crew issues, other customer complaints, etc.
d. CONSULTANT'S staff should be equipped with modern communication equipment. CONSULTANT shall
have the ability to maintain shapefiles or geodatabases of collection passes, customer complaints and
leaners, hangers and stumps including photos, and to track these issues using a GIS and provide an
updated shapefile or geodatabase to the AUTHORITY on an appropriately determined schedule.
2.3 ADMS
a. Per FEMA policy document 327 Public Assistance Debris Monitoring Guide, recent advances in
automated debris management tracking systems provided real -time, automated tracking and reporting.
FEMA embraces technological advancements and recognizes the potential benefits of these automated
systems.
b. The CONSULTANT shall provide an electronic automated debris management system that shall create
load tickets electronically, eliminating the need for written and scanned tickets. The ADMS features shall
include, at a minimum, the following:
1. Paperless electronic (handheld device) load ticket generation and data collection;
2. Debris vehicle certification data capture at certification site;
3. Encrypted and secure field data transfer (field to DMS, DMS to server);
4. Accessible secure database for government and Disaster Debris Removal Contractor(s) use.
Database will be internet accessible by Disaster Debris Removal Contractor(s), AUTHORITY, State
and other public entities on a need to know basis;
5. Minimal manual entry of load ticket data fields (e.g., load call, type of debris);
6. Automation of debris pickup location thru use of GPS technologies;
7. Evaluation of daily event status using web -based reporting and GIS tools;
8. Coordination of Disaster Debris Removal Contractor(s) invoices, FEMA documentation and applicant
payment process enabled thru an integrated database management system;
9. CONSUTLANT shall use an ADMS during the performance of services under this agreement for
managing the collection, transport, and /or disposal of debris.
c. The AUTHORITY has Interlocal Agreements for Disaster Debris Management with municipalities to
deliver eligible storm debris to AUTHORITY'S DMS. These municipalities may choose to use the current
AUTHORITY'S paper load ticket system.
d. The municipalities must submit a legible and complete paper load ticket at the AUTHORITY'S DMS with
each load. The AUTHORITY will provide the truck certification, placard, and load tickets for these
municipalities. CONSUTTANT will be responsible to enter paper load ticket data.
Agreement No. 17 -205 _15-
EXHIBIT A
2.4 DMS Monitoring
The CONSULTANT will provide DMS monitors and spotters to observe and document the unloading,
processing and loading of debris in accordance with FEMA requirements and the AUTHORITY'S Debris
Management Plan. This responsibility includes estimating the load volume, completing the ADMS load tickets
and signing and certifying that the information is complete and accurate. Additional responsibilities include
conducting pre -use and post -use environmental monitoring, ensuring that the truck certifications are accurate,
ensuring that all collection vehicles are equipped with the necessary safety restraints, coordinating with all
federal, state and local agencies, and keeping accurate records.
2.5 Debris Vehicle Certification
The CONSULTANT will be responsible for measuring and capturing data elements for each Disaster Debris
Removal Contractor(s) vehicle in accordance with FEMA requirements utilizing their ADMS. Additionally,
CONSULTANT will take a photograph of each vehicle showing the vehicle number and type of vehicle.
CONSULTANT will also perform random verifications once per week at each DMS to ensure that no vehicle
modifications have been made.
2.6 Damage Complaint Tracking
The CONSULTANT shall assist the AUTHORITY with tracking, managing, reporting and customer follow -up
through to resolution of all damage complaints resulting from debris removal activities. The AUTHORITY
desires the complaints to be tracked using a GIS including linked photos.
2.7 Data Compilation and Reporting
a. The CONSULTANT will be responsible for collecting, auditing for completeness and accuracy, tabulating
and organizing debris disposal data and vehicle certifications, project records, photos and manifests, etc.,
to support federal (FEMA), state and local reimbursements, and subsequent audits.
b. The CONSULTANT will be responsible for providing regular status updates to the AUTHORITY. This
reporting will include creating, updating and maintaining a database to include all information on debris
removal and disposal, including number of loads and types, vehicle certification, stump, hanger and
leaner information and images. All electronic reporting will be provided in a format acceptable to the
AUTHORITY and the AUTHORITY shall have access to the database to perform queries and produce
reports. The AUTHORITY will require the CONSULTANT to meet minimum standards for the timeliness of
data reporting.
2.8 Payment Monitoring and Reconciliation Processing
The CONSULTANT will be responsible for reviewing, validating and reconciling Disaster Debris Removal
Contractor(s) invoices prior to submission to the AUTHORITY for processing.
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EXHIBIT A
2.9 Other Related Services
Additional services the AUTHORITY desires the CONSULTANT to provide include the following:
a. Assistance the AUTHORITY in preparing final reports for reimbursement by FEMA, and other agencies;
b. Providing professional oversight to ensure compliance with Florida Department of Environmental
Protection (FDEP), Florida Department of Transportation (FDOT), Florida Department of Forestry (DOF),
and FEMA regulatory and reporting requirements, as well as any other federal, state, or local regulation
applicable to debris management;
c. Ensuring that the processing of federal funding is done as expeditiously as possible by taking ownership
of the responsibility for ensuring the accuracy of invoices, payroll, monitoring information, reports, ADMS
data, vehicle certifications, and operating data;
d. Meeting with AUTHORITY'S representatives and the Disaster Debris Removal Contractor(s) daily during
disaster event activation. Meeting with the AUTHORITY'S Project Manager or his /her designee at least
once per year at no cost to the AUTHORITY prior to hurricane season, and;
e. Additional services the AUTHORITY and the CONSULTANT agree to add at a later date.
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EXHIBIT B
FEE SCHEDULE
ITEM NO / POSITION DESCRIPTION
ESTIMATED
ANNUAL HOURS
UNIT PRICE
PER HOUR
EXTENSION
1. Project Office /Principal
200
$89.00
$17,800.00
2. Project Manager
700
$89.00
$62,300.00
3. Operations Manager
1,900
$62.50
$118,750.00
4. FEMA Reimbursement Manager
500
$95.00
$47,500.00
5. Operations Specialist
700
$49.00
$34,300.00
6. Field Supervisor
8,000
$49.00
$392,000.00
7. Engineer /Scientist/Professional
400
$89.00
$35,600.00
8. Environmental Consultant
700
$75.00
$52,500.00
9. Environmental Field Technician
700
$62.50
$43,750.00
10. Data Manager
700
$59.00
$41,300.00
11. GIS Analyst/Specialist
200
$49.00
$9,800.00
12. Administrative Support
1,200
$25.00
$30,000.00
13. DMS Monitor
22,000
$35.00
$770,000.00
14. Field Monitor
43,000
$35.00
$1,505,000.00
15. Call Center Operator
4,300
$25.00
$107,500.00
16. Data Entry Clerk -Paper Ticket
500
$25.00
$12,500.00
TOTAL CONTRACT PRICE (Items 1 -16):
$3,280,600.00
Fees shall be fully loaded and include all expenses and equipment, including but not limited to, ADMS, travel related
expenses, meal allowances, hotel rooms, and any other relevant out of pocket expenses, as well as vehicles,
electronics, communications equipment and any other equipment, facilities, or infrastructure necessary to carry out
the task.
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EXHIBIT C
SMALL BUSINESS ENTERPRISE (SBE) PLAN
The CONSULTANT is committed to the SBE Participation Plan and will make every effort to achieve AUTHORITY'S
participation goal in procurement through sub - consulting to SBEs.
In response to the Request for Proposals, RFP No. 17- 205 /SLB, the CONSULTANT provided a list of certified SBE
sub - consultant who will be used on this Agreement, The CONSULTANT teamed with CES Consultants, Inc. (CES).
CES is SBE certified with the Palm Beach County Office of Small Business Assistance. The CONSULTANT agrees
to sub - consult 20% of this Agreement to CES.
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EXHIBIT D
BUY AMERICA REQUIREMENTS
Source of Supply — Steel and Iron (Federal Aid Contracts Only): For Federal -aid contracts, the CONSULTANT will
only use steel and iron produced in the United States, in accordance with the buy America provisions of 23 CFR
635.410. CONSULTANT will ensure that all manufacturing processes for these materials occur in the United States.
A manufacturing process is any process that modifies the chemical content, physical shape, size or final finish of a
product, beginning with the initial melding and mixing and continuing through the bending and coating stages. A
manufactured steel or iron product is complete only when all grinding, drilling, welding, finishing and coating have
been completed. If a domestic product is taken outside the United States for any process, it becomes foreign source
material. When using steel and iron as a component of any manufactured product incorporated into the project (e.g.,
concrete pipe, pre- stressed beams, corrugated steel pipe, etc.), these same provisions apply, except that the
manufacturer may use minimal quantities of foreign steel and iron when the cost of such foreign materials does not
exceed 0.1% of the compensation or $2,500, whichever is greater. These requirements are applicable to all steel
and iron materials incorporated into the finished work, but are not applicable to steel and iron items that the
CONSULTANT uses but does not incorporate into the finished work. The CONSULTANT shall provide a certification
from the producer of steel or iron, or any product containing steel or iron as a component, stating that all steel or iron
furnished or incorporated into the finished product was manufactured in the United States in accordance with the
requirements of this provision. Such certification shall also include: (1) a statement that the product was produced
entirely within the United States, or (2) a statement that the product was produced with the United States except for
minimal quantities of foreign steel and iron and specify the actual value of the product. Each such certification shall
be furnished to the AUTHORITY prior to incorporating the material into the project. When FHWA allows the use of
foreign steel on a project, CONSULTANT shall furnish invoices to document the costs of such material, and obtain
the AUTHORITY's written approval prior to incorporating the material into the project.
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