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Backup Documents 12/12/2023 Item #16F 6 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 6 F 6 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management 2. CountyAttorneyOffice 121,�123 County Attorney Office 3/e.. )4P-43. 4. BCC Office Board of County Commissioners (ZL ( / 1 Z/IS'Z3 4. Minutes and Records Clerk of Court's Office I 0 '3 MIL• 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Osmanis Nieves Borjas/Procurement Contact Information 239-252-8407 Contact/Department Agenda Date Item was 12/12/2023 Agenda Item Number AGENDA#16.F.6 Approved by the BCC Type of Document Agreement Number of Original 1 Attached Documents Attached PO number or account N/A 23-8102 MGT of America number if document is MGT of America Consulting, LLC to be recorded Consulting, LLC INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be ONB signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the ONB document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's ONB signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 12/12/2023 and all changes made during N/A is not the meeting have been incorporated in the attached document. The County irTI an option for Attorney's Office has reviewed the changes,if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC,all changes directed by the BCC have been made,and the document is ready for the yr(iffe2 an option for Chairman's signature. this line. 16F6 FIXED FEE PROFESSIONAL SERVICE AGREEMENT # 23-8102 for "COST ALLOCATION PLANNING" THIS AGREEMENT, made and entered into on this IL day of,.beCe„ibe‘ , 2023 , by and between MGT of America Consulting, LLC authorized to do business in the State of Florida, whose business address is 4320 West Kennedy Blvd, Suite 200, Tampa, FL 33609 ,(the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. The Agreement shall be for a three ( 3 ) year period, commencing ❑ upon the date of Board approval; or 0 on 12/26/2023 ,and terminating on three ( 3 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two ( 2 ) additional one ( 1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a n Purchase Order ❑ Notice to Procccd ❑ Work Ordcr. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of Request for Proposal (RFP) ❑ Invitation to Bid (ITB) ❑ Other ( ) # 23-8102 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. ❑■ The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 15 Fixed Price Professional Service Agreement [2023_ver.2] CM) 16F6 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): n Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. n Tlme � Ma#�e�aal • of labor time spent by the contractor's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's markup). This estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, theco timekeeping or payroll records), material or equipment invoices, and other reimbursable doe ❑ ,�'��, nrr�no #n rrn, n firm #r\#nl f' , .,J .. :... costs, including labor, materials,cettAament, over oad, etc.)fora repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). Page 2 of 15 Fixed Price Professional Service Agreement [2023_ver.2] CAO 16F6 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4.4 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, or Work Directive Change. 4.5 ❑ Traveli aural Lei burnable € eases= Expenses must be approved in advance in writing by the County. Travel expense* shall be reimbursed as per Section 112.061 Fla. Stats. Reimbursements shall be at the following rates: Mileage $0.41.5 per mile Breakfast $6.00 Lunch $-11.00 Dinner $a-9.00 Airfare claw., fare Rental car Actual rental cost limited to compact or standard size vehicle* Lodging Actual cost of lodging at single occupancy Parking Actual cost of parking Taxi or Airport Limousine Actual cost of either taxi or airport limousine Reimbursable items other than travel expenses shall be limited to the following: telephone long distance charges, fax charges, photocopying charges and postage. Reimbursable items will be paid only after Contractor has provided all receipts. Contractor shall be responsible for all other costs and expense* ascociated with activities and solicitations undertaken pursuant to this Agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption #85-8015966531 C. Page 3 of 15 Fixed Price Professional Service Agreement [2023_ver.2] A O 1 6F 6 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: MGT of America Consulting, LLC Address: 4320 West Kennedy Blvd, Suite 200 Tampa, FL 33609 Authorized Agent: Patrick J. Dyer, Vice President Performance Solutions Attention Name & Title: Telephone: 916-443-3411 E-Mail(s): pdyer@mgtconsulting.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Name: Corporate Financial and Management Services Division Director: Christopher Johnson Address: 3299 Tamiami Trail E., Suite 201 Naples, FL 34112 Administrative Agent/PM: Christopher Johnson Telephone: 239-252-5812 E-Mail(s): Christopher.Johnson@colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. Page 4 of 15 Fixed Price Professional Service Agreement [2023_ver.2] CAO 1 6F 6 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin or any other class protected by federal or Florida law. 12. INSURANCE. The Contractor shall provide insurance as follows: A. n Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. The General Aggregate Limit shall be endorsed to apply per project. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. ❑ Business Ante i, T Coverage shall have minimum limits of $ Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non Owned Vehicles and Employee Non Ownership. C. ❑ Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. Page 5 of 15 Fixed Price Professional Service Agreement [2023_ver.2] CAO 16F6 The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. D. n Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $ 1,000,000 each claim and aggregate. E. fl yber Liabil!it oovcrage shall ha�C3-minimum limi s of-$�--- per occurrcncc. F. ❑ die €ryes-ten i +ca • veag of$ per occurrcncc. G. ❑ Watercraft: Coverage shall have minimum limits of $ per H. ❑ oreman��nd Har ►rworker���e��erag be maintained whcrc applicable to the completion of the work $ per occurrence. I. ❑ Maritime Geveran ( onus ct): Coverage-6ha,t- }cove mini 1. .+ f $ per occurrence. J. ❑ ,(: Li--Ge.v echo ave minimum limits of$ per occurrence. K. ❑ - /.,+her): ever o cha rrra� hove minimum limits of$ per occurrence. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, Page 6 of 15 Fixed Price Professional Service Agreement [2023_ver.2] 16F6 cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Corporate Financial and Management Services Division . 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), ❑� Exhibit A Scope of Services, Exhibit B Fee Schedule, ■❑ RFP/ ❑ ITB/ ❑ Other ( ) #23-8102 Page 7 of 15 Fixed Price Professional Service Agreement [2023_ver.2] CAO 16F6 including Exhibits, Attachments and Addenda/Addendum, ❑ €ubcequent quotes, effel ❑ Other Exhibit/Attachment: 17. APPLICABILITY. Sections corresponding to any checked box (1. ) will expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended, as well as the requirements set forth in Florida Statue, §448.095; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, if applicable, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IT IS THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, IT SHOULD CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Division of Communications, Government and Public Affairs 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest(&colliercountvfl.gov Page 8 of 15 Fixed Price Professional Service Agreement [2023_ver.21 AO 16F6 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 23. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. Page 9 of 15 Fixed Price Professional Service Agreement [2023_ver.2] 1 6 F 6 24. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 25. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 1lCV CCC aoto '� rc of d m ++ h till d { 26. El -�.--T-��S�N N€6 T�A-�TAn�rcrRcer,�-F,=r�.-ri i i i era o a-m a r rer9 errrerirro-o�ernrreea-rvr this project shall bc knowledgeable in their areas of expertise. The County reserves the right to perform- iRestigatfons as may- bc deemed neccssary to ensure that competent persons will bc utilized in thc performance of the Agreement. The Contractor shall assign as many people as necessary to complete thc services on a timely basis, and each person assigned shall bc available for an amount of time adequate to meet thc required service dates. The Contractor shall not change Key Personnel unless the following conditions arc met: (1) Proposed replacements have substantially the same or bcttcr qualific is notified in writing as far in advance as possible. The Contractor shall make change. The County retains final approval of proposed replacement personnel. n AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 27. n ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. ❑ ORDER OF PRECEDENCE (Grant Funded). In the event of any conflict between or among the terms of any of the Contract Documents and/or the County's Board Page 10 of 15 Fixed Price Professional Service Agreement [2023 ver.2] CAO 16F6 c precedence over the terms of all other Contract Documents, except the terms of any Supplemental dcr+ec over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by Contractor at County's discretion. 28. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 29. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS(cr�colliercountyfl.gov)whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. Collier County Sheriff's Office (CCSO) requires separate fingerprinting prior to work being performed in any of their locations. This will be coordinated upon award of the contract. If there are additional fees for this process, the Contractor is responsible for all costs. (Intentionally left blank-signature page to follow) Page 11 of 15 Fixed Price Professional Service Agreement [2023_ver.2] 16F6 IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Crystal K. Ki.nzel;° (?rk of the Circuit CourtancorriLI'1AA :I -r '°"„ e � ` By: , ,/, ;A „Ak By: (-7-24Z _ Rick LoCastro , Chair Dated: '/2 4 Si' (SEAL - ? r,'es as o airman's signature only Contractor's Witnesses: MGT of America Consulting, LLC Contractor By: Contr ctor's First ess S. n ure Patri k . Der President Sophia Burgess,Analyst tType/print signature and title1 TType/print witness nameT C t actor's,Se n Witness Malony Allen G., Proposal Operations Coordinator TType/print witness nameT provld as to For d L gality: 0 •9/- Afe--.LiA----- b,aP, / County Attorney S g tt P --- - a.r Print Name Page 12 of 15 / Fixed Price Professional Service Agreement '�d [2023_ver.2] 16F6 Exhibit A Scope of Services 0 following this page (containing 2 page/s) ❑ this exhibit is not applicable Page 13 of 15 Fixed Price Professional Service Agreement CAO [2023_ver.2] 16F6 RFP#23-8102 "COST ALLOCATION PLANNING" EXHIBIT A SCOPE OF SERVICES BACKGROUND Historically, the County has retained a firm to provide consulting services for cost allocation planning. Providing guidance for this service is 2 CFR Part 200 — "Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards". Appendix V to Part 200 - State/Local Govemmentwide Central Service Cost Allocation Plans provides detailed federal guidelines for plans to allow central service costs federal grant programs. Indirect costs are normally charged to Federal awards by the use of an indirect cost rate.A separate indirect cost rate(s) is usually necessary for each department or agency of the governmental unit claiming indirect costs under Federal awards. Guidelines and illustrations of indirect cost proposals are provided in a brochure published by the Department of Health and Human Services entitled "A Guide for State and Local Government Agencies: Cost Principles and Procedures for Establishing Cost Allocation Plans and Indirect Cost Rates for Grants and Contracts with the Federal Government." A copy of this brochure may be obtained from the Superintendent of Documents, U.S. Government Printing Office. DETAILED SCOPE OF WORK The Consultant shall provide and perform the following professional services, which shall constitute the General Scope, and the Basic Services under the covenants,terms, and provisions of this Professional Services Agreement. The Professional Services to be provided and performed by the Consultant for this project is anticipated to be, but are not necessarily limited to the following tasks: County-wide Cost Allocation Plan Provide Cost Allocation Planning Services including an annual Detailed County-wide Cost Allocation Plan based on actual financial and statistical data. Plan One: Identifies all funds administered by the County and is prepared in accordance with 2 CFR Part 200 — "Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards" which provides federal guidelines for central service cost allocation plans as applied to grant funded programs. Plan Two: Identifies all funds administered by the County and is prepared in accordance with the full-costing concepts that recognize all expenditures of the County. Pursuant to the General Scope of the Basic Services stated herein, the Consultant shall perform all services and/or work necessary to complete the following task(s) and/or provide the following item(s): 1. Review current Federal and State funded County programs and evaluate the contribution of central services to their support. 2. Review current enterprise operations and evaluate the contributions of central services to their support. 3. Review all other County operations and evaluate the contributions of central services to their support. 4. Review County central service expenses that can be allocated to an indirect cost pool. Page 1 of 2 Exhibit A- Scope of Services CAO 16F6 RFP#23-8102 "COST ALLOCATION PLANNING" 5. Review the County's previous data collection worksheets, allocation bases, indirect cost pools and methods of distributing costs for appropriateness and to identify alternative methodologies which may favorably impact indirect cost recoveries. 6. Incorporate strategies and procedures previously implemented by the County that may be superior,in terms of potential recovery, to strategies and procedures that would otherwise be implemented. 7. Based on the reviews mentioned above,prepare a central services cost allocation plan that reflects full cost for operational services in each County operational division and the appropriate operating fund. 8. The firm shall negotiate and ensure acceptance of the central services cost allocation plan by the cognizant Federal agency. Substantiate negotiations with comprehensive work papers which will be become the property of the County. 9. The plan should be a full step-down after at least one level of central service cost-allocation. 10. The plan should provide instruction sessions with County personnel to ensure understanding and proper utilization of the final documents used in developing the cost allocation plans. 11. Monitor first year recoveries and offer written recommendations on maximizing recovery of cost. 12. Defend the Cost Allocation Plan for a period of three years if it is audited and challenged by State or Federal representatives. Fleet Management ISF Cost Allocation Plan and Prior Year Cost Recovery Reconciliation Provide a Fleet Management ISF Fund(521) Cost Allocation Plan and Prior Year Cost Recovery Reconciliation. Develop and document 2 CFR, Part 200 compliant cost recovery rates for the County's Fleet Management ISF operation that includes a roll forward adjustment for prior year surplus or shortfall. Provide a cost allocation plan document with supporting detail that addresses all required components as required by 2 CFR Part 200, Appendix V. Develop and document a 2 CFR, Part 200 compliant prior year-end reconciliation. Reconcile actual Fleet Management ISF departmental revenues with 2 CFR, Part 200 compliant costs. Provide a reconciliation document with all supporting detail. Update procedures as necessary for calculating cost recovery rates in the future that will include roll forward adjustments for prior year cost recovery adjustments. Provide as needed support to the county, including review and finalizations of supporting documentation and schedules,to respond to inquiries regarding cost recovery. Page 2 of 2 Exhibit A- Scope of Services 0 16F6 Exhibit B Fee Schedule following this page (pages 1 through I ) Page 14 of 15 Fixed Price Professional Service Agreement [2023_ver.2] CA( ) 16F6 RFP#23-8102"COST ALLOCATION PLANNING" EXHIBIT B FEE SCHEDULE Service Description Cost/Fee County-wide Cost Allocation Plan $12,890.00 fixed fee Payable upon County acceptance of final deliverables. Fleet Management ISF Cost Allocation Plan and $21,560.00 fixed fee Prior Year Cost Recovery Reconciliation Payable upon County acceptance of final deliverables. Page 1 of 1 CAO Exhibit B-Fee Schedule 16F6 Other Exhibit/Attachment Description: ❑ following this page (pages through ) ■❑ this exhibit is not applicable Page 15 of 15 Fixed Price Professional Service Agreement [2023_ver.2] CAC"