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Item I8a�liL �� K: BOARD OF COUNTY COMMISSIONERS 0�� of Monroe Mayor Heather Carruthers, District 3 i �� Mayor Pro Tem George Neugenf District 2 -Me Florida Keys h }, ��� �y �� Danny L. Kolhage, District 1 David Rice, District 4 w Sylvia J. Murphy, District 5 County Commission Meeting August 17, 2016 Agenda Item Number: I.8 Agenda Item Summary #1919 BULK ITEM: No DEPARTMENT: Planning/Environmental Resources TIME APPROXIMATE: STAFF CONTACT: Rich Jones (305) 289-2805 No AGENDA ITEM WORDING: Approval of Amendment No.7 to the Agreement (Amended Agreement or Agreement) between Monroe County (County) and Pumpout USA, Inc. (Contractor) for Keys -Wide Mobile Vessel Pumpout Service (Pumpout Service), to: 1) be contingent upon sufficient funding sources and levels required (but deleting certain specified funding sources and amounts), 2) providing for the term of the Agreement from July 1, 2016 through June 30, 2017, 3) and clarifying that additional term extensions are provided for through December 31, 2018 in keeping with the original term provisions of six total years of Pumpout Service (two years with the original contract with provision for two additional two year terms). ITEM BACKGROUND: The Board of County Commissioners (BOCC) approved an Agreement with the Contractor on December 12, 2012 (Attachment 1), to provide Pumpout Service beginning January 1, 2013, with a condition of additional funding assistance to the Contractor from the Florida Department of Environment (DEP) Clean Vessel Act (CVA) grant program. The Agreement has been amended multiple times, and each amendment (through Amendment No.5) has referenced sufficient, continuous funding from both the County Boating Improvement Fund and the State, directly to the Contractor, to provide for the total cost of the Pumpout Service. Amendment No.6 included specific language regarding CVA ($250,000) and other State ($100,000; non-CVA) funding levels and terms, and provided for those funds to go directly to the County rather than the Contractor. In its 2016 Session, the State Legislature appropriated additional funds in the amount of $500,000 to help offset the cost of the Pumpout Service for the next year starting July 1, 2016. DEP also is providing an additional $172,350 through the CVA Program (and the County will provide a 25% match of $57,450) which will also start July 1, 2016. Those combined funding sources/levels may provide for most (approximately 92%) of the Pumpout Service cost which is currently $729,800 (note that the funds are entirely reimbursement based, and any shortage of reimbursement received would be paid from County Boating Improvement Funds). Due to the changes in the funding levels and terms, it is necessary to amend the agreement with the Contractor to reflect those funding sources and terms. Additionally, the Amended Agreement (No.7) will ensure that the three associated contracts all have the same beginning and ending dates. An underline/strikethrough version of Amendment No.7 (Attachment 2) and Exhibit A to Amendment No.7 (Attachment 3) are provided for review purposes. While Amendment No.7 is for one year of service, from July 1, 2016 through June 30, 2017, it does provide for additional extensions through December 31, 2018 (as provided for in the original Agreement). The beginning and ending dates of the three associated contracts are based on the State's fiscal year (as well as the end date of the Pilot Program for Anchoring and Mooring) and the terms will assist with future amendments which may reflect future funding provisions from the State. Amendment No.7 and all attachments and exhibits are provided and may be approved based on the direction of the Board on related agenda item `Discussion regarding the Keys -wide Mobile Vessel Pumpout Service and consideration for charging customers of the Service'. Approval of Amendment No.7 also requires approval of separate agenda items on this same Board agenda for 1) a $500,000 funding contract from DEP, and 2) a grant agreement for reimbursement funding of $172,350 from the DEP CVA Program. PREVIOUS RELEVANT BOCC ACTION: December 2012- Approval of Agreement with Pumpout USA March 2013- Approval of Amendment No. 1 to the Agreement with Pumpout USA July 2013- Approval of Amendment No. 2 to the Agreement with Pumpout USA September 2014- Direction to amend the Agreement extending service for two additional years November 2014- Direction to send a letter to CVA requesting sufficient funding to the Contractor December 2014- Approval of Amendment No. 3 to the Agreement with Pumpout USA January 2015- Approval of Amendment No.4 to the Agreement with Pumpout USA March 2015- Approval of Amendment No.5 to the Agreement with Pumpout USA November 2016- Approval of Amendment No.6 to the Agreement with Pumpout USA CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval DOCUMENTATION: Attachment 1- original Agreement for pumpout service Attachment 2- Amendment No.7 with underline-strikethru for review purposes Attachment 3- Exhibit A - Scope of Services with underline-strikethru for review purposes Amendment No.7 Attachment G to Amendment No.7- Contract Provisions Attachment H to Amendment No.7- Contract Provisions Exhibit A to Amendment No.7- Scope of Services Attachment 1 to Exhibit A to Amendment No.7- Mobile _Pumpout _Service maps Attachment 2 to Exhibit A to Amendment No.7- anchoring ordinance DEP Agreement No.MV-204 for CVA16-786 for $172,350 for Amendment No.7 Certificates of Insurance for Pumpout USA for Amendment No.7 FINANCIAL IMPACT: Effective Date: July 1, 2016 Expiration Date: July 30, 2017 Total Dollar Value of Contract: $729,800 Total Cost to County: $57,450 Current Year Portion: $14,362.50 Budgeted: Yes Source of Funds: 157-62613 and grant accounts CPI: No Indirect Costs: No Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: N/A If yes, amount: Grant: Yes County Match: $57,450 Insurance Required: Yes Additional Details: OMB will set up grant accounts and match account 07/01/16 NEW COST CENTER ADDED $500,000.00 DEP grant acct to be created by OMB 07/01/16 NEW COST CENTER ADDED $172,350.00 DEP/CVA grant acct to be created by OMB 07/01/16 157-62613 - B I FEES/RETAINED VESSEL $57,450.00 Total: $729,800.00 REVIEWED BY: Mayte Santamaria Completed Assistant County Administrator Christine Hurley 08/02/2016 9:25 AM Peter Morris Completed Jaclyn Carnago Completed Budget and Finance Completed Maria Slavik Completed Mayte Santamaria Completed Kathy Peters Completed Board of County Commissioners Pending 08/01/2016 4:19 PM Completed 08/02/2016 12:10 PM 08/02/2016 1:17 PM 08/02/2016 2:37 PM 08/02/2016 2:39 PM 08/02/2016 2:55 PM 08/02/2016 4:04 PM 08/17/2016 9:00 AM November 20, 2012 AGREEMENT for KEYS -WIDE MOBILE VESSEL, PUMPOUT SERVICE between MONROE COUNT' AND NATIONAL MARINE WASTE FOUNDATION, INC THIS AGREEMENT (Agreement) is entered into this 12ta day of , 2012, by and between the Board of County Commissioners of Monroe County, Florida, a political subdivision of the State of Florida ("County" or "Board"), and Pumpout USA, Inc., a for profit corporation of the State of Florida ("Contractor"). WHEREAS, the County has certain objectives as directed and established by the Board Of County Commissioners, and which are consistent with, and supportive of, the federal No Discharge Zone established by the Environmental Protection Agency and discharge regulations established by the Florida Keys National Marine Sanctuary; and WHEREAS, the County has created anchoring regulations, in coordination with the Florida Fish and Wildlife Conservation Commission (FWC) Pilot Program, which include requiring vessel owners in managed anchoring zones to provide proof of sewage pumpout; and WHEREAS, it has been determined that it is in the best interest of the residents of and visitors to the County that a contract for vessel pumpout services be entered into with a private provider of such services; and WHEREAS, Contractor desires to provide such services; and WHEREAS, the Contractor has applied for a Clean Vessel Act (CVA) Program grant through the Florida Department of Environmental Protection (DEP) and needs a portion of the funds from this Agreement as matching funds for the CVA grant; and WHEREAS, DEP, Contractor and County are coordinating activities to be performed by Contractor to assist with funding and invoicing and are anticipating a CVA grant agreement start date of January 1, 2013 which will commence the billable quarters; NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: I. SCOPE OF SERVICES: Contractor shall be the exclusive provider of marine pumpout services for County in the unincorporated areas of the Florida Keys and shall also coordinate with County and FWC on sewage pumpout compliance within the managed anchoring zones established by the County. A detailed Scope of Services is attached as Exhibit A. II. EFFECTIVE DATE AND TERM This Agreement shall be effective on the date above. However, the teen of the Agreement shall be for two years from the effective date of the term of the CVA grant agreement between Contractor and DEP. It is anticipated that this date will be January 1, 2013. In the event the conditions of the CVA grant are not completed and the grant awarded, County has no obligation to pay the first quarterly November 20, 2012 payment until such completion, and will make the first payment if all conditions are completed by February 1, 2013 for the first quarter of the calendar year. County and Contractor may amend this date if necessary by separate amendment approved by the Board of County commissioners. In the event the grant agreement with DEP is not executed this Agreement is void. No work shall commence under this Agreement until execution of the CVA grant agreement. The Agreement is subject to continuous funding by DEP of the CVA grant. If the CVA grant is cancelled or becomes unfunded this Agreement is also cancelled, unless the parties amend it in the same manner as it was originally approved. The term of this agreement shall be renewable in accordance with Section V. III. AMOUNT OF COMPENSATION AND AVAILABILITY OF FUNDS. Contractor shall not charge customers of the pumpout service for its services. The County, in consideration of the Contractor satisfactorily performing and carrying out the objectives of the County as to providing mobile pumpout service, shall pay to the Contractor up to the sum of Three Hundred Forty Thousand Two Hundred and 85/100 DOLLARS ($340,200.85) in the first year and Three Hundred Twenty -Nine Thousand Two Hundred Twenty Three and 12/100 DOLLARS ($329,223.35) in the second year. County is not responsible for any payment or funding of this Agreement unless the CVA grant between DEP and Contractor is executed and funded. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the Contractor. The Board shall not be obligated to pay for any services or goods provided by the Contractor after the Contractor has received written notice of termination. Payment under this Agreement is contingent upon an annual appropriation by the Monroe County Board of County Commissioners. IV. PAYMENT: Payment will be made based on a unit price of $21.81 (Twenty-one and 81/100 Dollars) per pumpout (based on an estimated 1300 pumpouts per month) on a quarterly basis using the same schedule and quarterly dates used by DEP as follows: (a) To provide for start-up expenses, the first payment (of the first year) will be made at the beginning of the first quarter in advance in the amount of $98,267.11. At the end of the first quarter, Contractor shall provide a report with documentation of service provided including 1) signed monthly pumpout logs (specific to each pumpout vessel) indicating number of pumpouts performed and volume of sewage pumped out (by service area) and a quarterly pumpout log summarizing the pumpouts provided, 2) copy of signed request for reimbursement submitted to DEP for the same quarter, and 3) description of additional services or activities provided (as described in the Scope of Services). In the event the reported number of pumpouts and the associated cost for the number of the pumpouts performed is less than what was provided for in the pre -paid quarterly amount, the overage advanced for that quarterly amount will roll over into the next quarter as a credit to the County's next payment. (b) The second and following quarterly payments of the first year, in the amount of $80,644.58, will be made after services are rendered for that quarter and invoiced. Contractor shall provide an invoice acceptable to the Clerk, along with documentation of service provided including 1) signed monthly pumpout logs (specific to each pumpout vessel) indicating number of pumpouts 2 November 20, 2012 perfonned and volume of sewage pumped out (by service area) and a quarterly pumpout log summarizing the pumpouts provided, 2) copy of signed request for reimbursement submitted to DEP for the same quarter, 3) description of additional services or activities provided (as described in the Scope of Services). If the available funds for the second quarter are more than County owes Contractor, excess funds shall rollover into the third quarter, and similarly from the third to the fourth quarter. In no event shall payment exceed the annual amount stated above. (c) Quarterly payments for the second year will be made after services are rendered for that quarter and invoiced. The first quarterly payment of the second year will be in the amount of $87,289.61. The second and following quarterly payments of the second year will be in the amount of $80,644.58 and the invoicing requirements indicated in sections (a) and (b) above shall apply. In no event shall payment exceed the annual amount stated above. (d) The parties acknowledge that Contractor is obligated to perform all pumpouts requested as described under the Scope of Work attached. If the cost to the County for the number of pumpouts performed in a quarter exceeds the funds available for that quarter the contractor is still obligated to perform the excess pumpouts at no extra charge to the County. (e) Travel and lodging are specifically excluded from payment or reimbursement. (� In the event the amount owed by the County to Contractor is less than the amount available in any particular quarter the remaining funds shall be rolled over to the next quarter and will be available for payment in the next quarter. Unspent funds cannot be rolled over from one contract year to the next. Unspent funds shall belong to the County at the end of the contract term. (g) Contractor's final invoice must be received within sixty (60) days after the termination or expiration of this contract. Payment shall be made pursuant to the Local Government Prompt Payment Act. After the Clerk of the Board examines and approves the request for payment, the County shall reimburse the Contractor. The total of said reimbursement in the aggregate sum shall not exceed the annual total amount shown in Paragraph III. Annually, the Contractor must furnish to the County the following (prior to the payment of any invoices, items (a) through (h) must be provided): a. List of the Contractor's Board of Directors. For each board member please indicate when elected to serve and the length of term of service; if Contractor is a sole proprietorship give name of owner(s) and length of ownership; b. If corporation, evidence of annual election of officers and directors; c. Organization's Policies and Procedures Manual which inust include hiring policies for all staff, drug and alcohol free workplace provisions, and equal employment opportunity provisions; d. Cooperation with County monitoring visits that the County may request during the contract year; and e. Other reasonable reports and information related to compliance with applicable laws, contract provisions and the scope of services that the County may request during the contract year. 3 November 20, 2012 V. RENEWAL: The County shall have the option to renew this agreement after the original term, for two additional two-year periods. VI. CONTRACTOR'S LICENSE: The Contractor shall secure, maintain and pay for any permits and licenses necessary to operate purnpout vessels and associated equipment and infrastructure. It is the Contractor's responsibility to maintain all permits and licenses that may be required. By signature hereon, the Contractor warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these contract documents. Proof of such licenses and approvals shall be submitted to the County upon request. The Contractor has, and shall maintain throughout the term of this contract, appropriate licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. VII. INDEPENDENT CONTRACTOR: At all times and for all purposes, the Contractor, its agents and employees are strictly considered to be independent contractors in their performance of the work contemplated hereunder. As such, the Contractor, its agents and employees shall not be entitled to any of the benefits, rights or privileges of County employees. The provider shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. VIII. STAFFING: Since this contract is a service agreement, staffing is of paramount importance. Contractor shall provide services using the following standards, as a minimum requirement: A. The Contractor shall provide at its own expense all necessary personnel to provide the services under this contract. The personnel shall not be employees of or have any contractual relationship with the County. B. All personnel engaged in performing services under this contract shall be fully qualified, and, if required, to be authorized or permitted under State and local law to perform such services. IX. UTILITIES: The Contractor shall be responsible for payment of any utility charges associated with the mobile pumpout service. All utility accounts will be held in the Contractor's name. X. ATTESTATIONS CONTRACTOR agrees to execute such documents as the COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. 4 November 20, 2012 XI. INDEMNIFICATION REQUIREMENTS: Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, the CONTRACTOR covenants and agrees that he shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (ill) any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of CONTRACTOR or any of its employees, agents, contractors in any tier or other invitees during the term of this Agreement, (B) the negligence or willful misconduct of CONTRACTOR or any of its employees, agents, contractors in any tier or other invitees, or (C) CONTRACTOR'S default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or negligent acts in part or omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than CONTRACTOR). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. In the event the work under this Agreement is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for above. XII. DONATIONS AND GRANTS: The Contractor shall issue receipts, keep appropriate records, and account separately for all donations and grants received by Contractor for the benefit of the pumpout service in Monroe County. Such donations or grants may be applied only to the operational mission within Monroe County unless there is documentation that the donor wanted the donation to be used for any purpose, whether in or out of the County boundaries. Susan In the case of donations solicited by third parties on behalf of the Contractor, the donating entity must make its financial records pertaining to the donated fiends available to representatives of the Contractor and the County during regular business hours (Monday through Friday, 9.00 a.m. to 5:00 p.m., excluding holidays) in order to insure that all monies collected on behalf of the Contractor are in fact donated to the Contractor for the benefit of the Keys -Wide Mobile Vessel Pumpout Service in Monroe County. If a prospective donating entity is unwilling or unable to comply with the foregoing requirement, then the Contractor may not accept any donations from that entity. XIII. FACILITIES AND EQUIPMENT: The Contractor hereby accepts the use of any County facilities (e.g. dockage), equipment or infrastructure that may be provided for use in conjunction with the Keys -Wide Mobile Vessel Pumpout Service in "as is" condition, and the Contractor shall allow the County to inspect said facilities and November 20, 2012 equipment at any reasonable time. In addition, all operating supplies and any additional equipment such shall be the responsibility of the Contractor. XIV. CONTRACTOR'S ASSUMPTION OF PREMISES AND CONDITIONS: The Contractor hereby agrees that he has carefully examined the facilities and equipment provided by the County and has made investigations to fully satisfy himself that such facilities and/or equipment are suitable for this work and he assumes full responsibility therefor. The provisions of the Contract shall control any inconsistent provisions contained in the specifications. All specifications have been read and carefully considered by the Contractor, who understands the same and agrees to their sufficiency for the work to be done. Under no circumstances, conditions, or situations shall this Contract be more strongly construed against the County than against the Contractor. XV. MAINTENANCE, IMPROVEMENTS AND CAPITAL ASSETS: The Contractor shall be responsible for the maintenance, repairs and upkeep of facilities and equipment conveyed to, or provided for the use of, the Contractor. The Contractor shall maintain County dockage, or other facilities, and all equipment in a clean, safe and sanitary manner. XVI. NON-DISCRIMINATION: County and Contractor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or Contractor agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ce-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the bases of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. XVII. INSPECTION OF BOOKS AND FACILITIES/AUDIT/ACCOUNTING: Contractor shall keep and maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and ro November 20, 2012 timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five (5) years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to the Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to Contractor. In addition, the Contractor shall, at its expense, provide the County with an annual audit prepared by an independent Certified Public Accountant; said audit shall conform to generally accepted auditing standards and shall be submitted to the County within one hundred twenty (120) days following the close of the Contractor's fiscal year. The Contractor shall also allow the County to inspect the Contractor's facilities, equipment or vessels at any reasonable time. XVIII. PUBLIC RECORDS: The Contractor shall comply with the Public Records laws of the State of Florida, subject to any provisions providing exemption from disclosure. XIX. BREACH OF TERMS BY CONTRACTOR. The passing, approval, and/or acceptance by the County of any defect in the services furnished by the Contractor, shall not operate as a waiver by the County of strict compliance with the terms of this Contract, and specifications covering the services. Any Contractor breach of this agreement shall be governed by the article below on tennination for cause. The Contractor agrees that the County Administrator may designate representatives to visit any facilities or offices utilized by the Contractor periodically to inspect Contractor's maintenance of vessels and equipment. The Contractor agrees that the County Administrator may designate representatives to visit the facilities or offices periodically to conduct random open file evaluations during the Contractor's normal business hours. XX. TERMINATION WITHOUT CAUSE: The County may terminate this agreement without cause by providing the Contractor with written notice of termination at least thirty (30) days prior to the date of termination. Compensation shall be paid to Contractor through the end of provision of services or for the thirty (30) days, whichever is shorter. XXI. TERMINATION WITH CAUSE: The County may terminate this agreement for cause if the Contractor shall default in the performance of any of its obligations under this agreement. Default shall include the occurrence of any one of the following events and same is not corrected to the satisfaction of the County within fifteen (15) days after the County provides the Contractor with written notice of said default: a. Failure to provide pumpout services to liveaboards as described in this contract. b. Failure to comply with local, state, or federal rules or regulations pertaining to the operation of pumpout vessels or the handling and/or treatment of vessel waste. 7 November 20, 2012 c. Breach of any other term, condition or requirement of this agreement. XXII. ASSIGNMENT: The Contractor shaII not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County and Contractor, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assigninent or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the board. XXIII. COMPLIANCE WITH LAW. In providing all services pursuant to this agreement, the Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the contractor. The contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of this contract. XXIV. DISCLOSURE, CONFLICT OF INTEREST, AND CODE OF ETHICS: A. The Contractor represents that it, its directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the perfonnance of services required by this contract, as provided in Sect 112.311, et. seq., Florida Statutes. B. Upon execution of this contract, and thereafter as changes may require, the Contractor shall notify the County of any financial interest it may have in any and aII contracts with Monroe County. C. COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. XXV. FINANCIAL RESPONSIBILITY: The Contractor shall not pledge the County's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, Iien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. 8 November 20, 2012 XXVI. NOTICE REQUIREMENT: Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY: Monroe County Administrator and Growth Management Director and 1100 Simonton Street Key West, FL 33040 FOR CONTRACTOR: Donnie Brown, Pumpout USA 1150 Highway 83 North DeFuniak Springs, Florida 32433 XXVII. TAXES: 2798 Overseas Hwy. Marathon, FL 33050 County Attorney 1111 12"' St., Suite 408 Key West, FL 33041 The County is exempt from payment of Florida State Sales and Use taxes. The Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is the Contractor authorized to use the County's Tax Exemption Number in securing such materials. The Contractor shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. XXVIII. GOVERNING LAW, VENUE, INTERPRETATION, COSTS AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the COUNTY and CONTRACTOR agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Both parties specifically waive their right to a trial by jury. This Agreement is not subject to arbitration. XXIX. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a response on a contract to provide goods or services to a public entity, may not submit a bid on a contract with a public entity for construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, F.S. for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. (CATEGORY TWO: $35,000.00). 9 November 20, 2012 XXX. AUTHORIZED SIGNATORY: The signatory for the Contractor, below, certifies and warrants that: (a) The Contractor's name in this agreement is its full name. (b) He or she is empowered to act and contract for Contractor. XXXI. SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONTRACTOR 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. XXXII. ATTORNEY'S FEES AND COSTS The COUNTY and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket \expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. XXXIII. BINDING EFFECT The terns, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. XXXIV. AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. XXXV. COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONTRACTOR agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 10 November 20, 2012 XXXVI. NO SOLICITATION/PAYMENT The COUNTY and CONTRACTOR warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or finn, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset frorn monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. XXXVII. NON -WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the COUNTY and the CONTRACTOR in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. XXXVIII. NON -RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and the CONTRACTOR agree that neither the COUNTY nor the CONTRACTOR or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. XXXIX. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of COUNTY in his or her individual capacity, and no member, officer, agent or employee of COUNTY shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. XL. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 11 November 20, 2012 XLI. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. XLII. INSURANCE POLICIES Contractor shall furnish proof of insurance prior to execution of this Agreement by the County. Coverage shall be maintained throughout the entire term of the contract, failure to maintain coverage shall be considered a valid reason for County to terminate this Agreement. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If the CONTRACTOR has been approved by the Florida's Department of Labor as an authorized self - insurer, the COUNTY shall recognize and honor the CONTRACTOR'S status. The CONTRACTOR may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the CONTRACTOR'S Excess Insurance Program. If the CONTRACTOR participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the CONTRACTOR may be required to submit updated financial statements from the fund upon request from the County. a) General Insurance Requirements for Other CONTRACTORS and Subcontractors: As a pre -requisite of the work governed, the CONTRACTOR shall obtain, at his/her own expense, insurance as specified in any attached schedules, which are made part of this contract. The CONTRACTOR shall require all subcontractors to obtain insurance consistent with the attached schedules. CONTRACTOR shall ensure that any and all sub -contractors maintain the same types and amounts of insurance required of CONTRACTOR. The COUNTY shall be nained as an additional insured on all subcontractors' liability policies. Upon request of COUNTY, CONTRACTOR shall provide such evidence of insurance required of the subcontractor. The CONTRACTOR will not be permitted to commence work governed by this contract (including pre -staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the COUNTY as specified below, and where applicable CONTRACTOR shall provide proof of insurance for all approved subcontractors. The CONTRACTOR shall maintain the required insurance throughout the entire term of this contract and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting from the failure of the CONTRACTOR to maintain the required insurance shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for the CONTRACTOR'S failure to maintain the required insurance. 12 November 20, 2012 The CONTRACTOR shall provide, to the COUNTY, as satisfactory evidence of the required insurance, either: ® Certificate of Insurance or m A Certified copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non -renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the CONTRACTOR'S insurance shall not be construed as relieving the CONTRACTOR from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation. b) INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN COUNTY AND CONTRACTOR Prior to the commencement of work governed by this contract, the CONTRACTOR shall obtain the following insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: Insurance Requirement Re aired Limits Worker's Compensation $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee Recognizing that the work governed by this contract involves Maritime Operations (not to be associated wit Longshoremen's Insurance) , the Contractor's Workers' Compensation Insurance Policy shall include coveral for claims subject to the Federal Jones Act (46 U.S.C.A. subsection 688) with limits not less than $1 Million. The Contractor shall be permitted to provide Jones Act Coverage through a separate Protection and Indemnil Policy, in so far as the coverage provided is no less restrictive than would have been provided by a Worker Compensation policy. General Liability $300,000 Combined Single Limit If split limits are provided, the minimum limits acceptable shall be: $200,000 per person $300,000 per occurrence $200,000 property damage Vehicle Liability $300,000 Combined Single Limit If split limits are provided, the minimum limits acceptable shall be: 13 November 20, 2012 $200,000 per person $300,000 per occurrence $200,000 property damage Pollution Liability $1 Million per Occurrence Recognizing that the work governed by this contract involves the storage, treatment, processing, or transporting of potentially polluting material, the Contractor shall purchase and maintain, throughout the life of the contract, Pollution Liability Insurance which will respond to bodily injury, property damage, and environmental damage caused by a discharge of wastes which are governed by this contract. The policy must specifically identify this contract and specify that coverage will extend to all losses, claiming pollution or environmental impainnent, arising out of the services governed by this contract. The minimum limits of liability shall be: $1 Million per Occurrence If coverage is provided on a claims made basis, an extended claims reporting period of one (1) year will be required. Monroe County and its Board of County Commissioners shall be named as an Additional Insured. Watercraft Liability $1 Million Combined Single Limit (CSL) Prior to the commencement of work governed by this contract, the Contractor shall obtain Water Craft Liability Insurance with tenns no less restrictive than those found in the standard "American Institute Hull Clauses" (June 2, 1977 edition). Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Injury (including death) to any Person • Damage to Fixed or Movable Objects • Costs Associated with the Removal of Wrecked Vessels • Contractual Liability with Respect to this Contract If the policy obtained states that coverage applies for the "Acts or Omissions of a Vessel", it shall be endorsed to provide coverage for the legal liability of the shipowner. The minimum limits acceptable shall be: $1 Million Combined Single Limit (CSL) Coverage provided by a Protection and Indemnity Club (P&I) shall be subject to the approval of the County. Monroe County and its Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. 14 November 20, 2012 XLIII. ENTIRE AGREEMENT This agreement constitutes the entire agreement between the County and the Contractor for the services contemplated herein. Any amendments or revisions to this agreement must be in writing and be executed in the same manner as this agreement. INWITNESS WHEREOF the parties hereto have executed this Agreement on the day and date first written above in four (4) counterparts, each of which shall, without proof or accounting for the other counterparts, be deemed an original contract. (SEAL) Attest: AMY HEAVILIN, CLERK BOARD OF COUNTY COMMISSIONERS OF MO OE COUNT ' LOIDA By: By: 4 Deputy Clerk ayor L'eorge (eugent y: SS`--') Print name: WITNESS LtA- Print name: ��Nd,4 L . fit& r STATE OF ( 1't� COUNTY OF j I ----7 MON OE COUNTY ATTORNEY fl P �1DASTOF RM PUMPOUTiUSA. IN j3 P Print name and title:ld,c On this da of QV y _ 2 1, before me the person whose name is subscribed above, and who produced {^ 4iaientification, acknowledged that he/she is the person who November 13, 2012 LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE "...warrants that he/it has not employed, retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration pai to the former County officer or employee." / Date l& STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed) before reon' - r16 �6 { (date) by (name of affiant). He/She is personally known to me or has produced,A..�_t_r.jzt r.p -#i �_. (type of identification) as identification, NOTARY PUBL My Commission Expires:6r�� PEGGY A. THREADGILL ��' }fplgry PubI1C Siale of Florida y' ' ' = My Cpnun I xpirc5 Apr 'J 70f A Y� � �P' Cnis;uu5��ru � 151 � .1ti0( 16 November 13, 2012 NON -COL j �j,ff R9 J p IT 1, C.. �W.L'T of the city of a� according to law on my oath, and under penalty of perjury, depose and say that a. Iqcn_._ (&2/ &46 10*1 -.,J . of the firm of the bidder making the Proposal for the project described in the Request for Proposals for ® and that I executed the said proposal with full authority f6 do so; b. the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; C. unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and n' e. STATE OF no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; the statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. ) COUNTY OF: Date: /Qw Subscribed and sworn to (or affirmed) before me on r) ��, /.; (date) by (name of affiant). He/She is personally known to me or has produced ci $Lc c� 1 �. :ti , c-,�-�� (type of identification) as identification. PE(;iiY A. THREADGILL r • " NOWY NEWic Slate of Flo"" GpEllEllFxpifesApt ? :'�*,f x�.� � G01ttE111$SIOEE # In) °'dSIOP NOTARY PUBLIC My Commission Expires: l 7 Nownbor 13, 2012 DRUG -FREE WORKPLACE FORM Thbundersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: tn,,% 4, 1(72. (Name of Business) 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed: upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contenderre to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. & Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. ./7 As the person authorized to sign the statement, l �effi,2hrx.thjs firrp complies fully with the above requirements. / STATE OF COUNTY OF: Date: I/ I,V�Z, TO Subscribed and sworn to (or affirmed) before me on ri (date) by ?? f )O 0C4 x o tt'i vrY (name of affiant). HelShe is personally known to me or has produced r _i h" c� dV��.� ,�L � ��L to , �c. e_ 0 -l_ _ _ (type of identification) as gWiUti2n., PE 'GY A 7HHAIDGILL Notary 1`011e - Stale (if Florida My Comm F%pires Api 7, ?014 Co,,,riiissiaii N nn ,�<,ur _U NOTARY PUBLIC My Commission Expires: ( :`u. 1s November 13, 2012 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." I have read the above and state that neither �i '7—(Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the Ost 36 months. (Sinat Li,re) Date-., STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed) before me on ©�[ (date) by `c>rl in -.. (name of affiant). He/She is personally known to me or has produced co 3, �- `f -�- -� L'� — c�(type of identification) as identification. NOTARY PUBLIC My Commission Expires: i „1i411lr •�4fpr "v®� y PEGGY AiF[iif ARGIL ' t4utaiy Public - State 01 Klaflda 'e �''' My Cnrnm FxPiios At'` 1.','', Cnurrwssiuii H 1 a3 Noveniher 13, 2012 i Respondent's Insurance and Indemnification Statement Insurance Reguirement Regnired Limits Worker's Compensation $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee Recognizing that the work governed by this contract involves Maritime Operations, the Contractor's Workers Compensation Insurance Policy shall include coverage for claims subject to the Federal Jones Act (4( U.S.C.A. subsection 688) with limits not less than $l Million. The Contractor shall be permitted to provide Jones Act Coverage, through a separate Protection and Indemnit3 Policy, in so far as the coverage provided is no less restrictive than would have been provided by a Workers Compensation policy. General Liability $300,000 Combined Single Limit If split limits arc provided, the rninimunl limits acceptable shall be: $200,000 per person $300,000 per occurrence $200,000 property damage Vehicle Liability $300,000 Combined Single Limit If split limits are provided, the minilnunt limits acceptable shall be $200,000 per person $300,000 per occurrence $200,000 property damage Pollution Liability $1 Million per Occurrence Recognizing that the work governed by this contract involves the storage, treatment, processing, or transporting of potentially polluting material, the Contractor shall purchase and maintain, throughout the life of the contract, Pollution Liability Insurance which will respond to bodily injury, property damage, and environmental dann7ge caused by a discharge: of wastes which are governed by this contract. The; policy must specifically identify this contract and specify that coverage will extend to all losses, claiming pollution or envirornnental impairment, arising out of the services governed by this contract. 'rhe mininwm Iiinits of liability shall be; $1 Million per Occurrence If coverage is provided oil a claims made basis, an extended claims reporting period of one (1) year will be required, The Monroc County Board of County Commissioners shall be named as an Additional insured, 20 November t3, 2012 Watercraft Inability $1 Million Combined Single Limit (CSL) Prior to the cotnmencement of work governed by this contract, the Contractor shalt obtain Water Craft Liability Insurance with terms no less restrictive than those found in the standard "American Institute Hull Clauses" (June 2, 1977 edition), Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Injury (including death) to any Person • Damage to Fixed or Movable Objects • Costs Associated with the Removal of Wrecked Vessels • Contractual Liability with Respect to this Contract If the policy obtained states that coverage applies for the "Acts or Omissions of a Vessel", it shall be endorsed to provide coverage for the legal liability of the shipowner. The mininturu limits acceptable shall be: $1 Million Combined Single Limit (CSI. ) Coverage provided by a Protection and Indemnity Club (P&I) shall be subject to the approval of the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. INDEMNIFICATION AND H LD HARMLESS FOR CONS LTANT.S AND SUBCONSULTANTS Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, the Respondent covenants and agrees that he shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings,' or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of Respondent or any of its employees, agents, contractors in any tier or other invitees during the term of this Agreement, (B) the negligence or willful misconduct of Respondent or any of its employees, agents, respondents in any tier or other invitees, or (C) Respondent's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or negligent acts in part or omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than RESPONDENT). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. In the event the completion of the project (including the work of others) is delayed or suspended as a result of the Respondent's failure to purchase or maintain the required insurance, the Respondent shall indemnify the County from any and all increased expenses resulting from such delay. in the event the work under this Agreement is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay, The first ten dollars ($10,00) of remuneration paid to the Respondent is for the indemnification provided for above, The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. RESPONDENT'S STATEMENT 21 November 13, 2012 I understand the insurance that will be mandatory if awarded the contract and will comply in full with all the requirements. Respondent Sig, atura Date EXHIBIT A Scope of Services For Mobile Vessel Pumpout Service Pumpout USA will provide mobile vessel pumpout service to vessels located throughout areas of unincorporated Monroe County within the Florida Keys. The pumpout service is provided to reduce or eliminate environmental impacts associated with the illegal discharge of sewage from vessels, and further enable compliance with regulations of the federal No Discharge Zone and vessel restricted areas (i.e. Managed Anchoring Zones) in Monroe County. The foIIowing sections describe the Scope of Work and Deliverables for the provision of mobile vessel pumpout service. Section A: Scope of Work 1. Mobile Vessel Pumpout Service The Pumpout USA will provide mobile vessel pumpout service consisting of a minimum of six marine pumpout vessels to service (i.e. pumpout) vessels located in the unincorporated areas of Monroe County. Each of these six marine pumpout vessels will work 8 hours per day, 5 business days per week in the areas designated on the attached Mobile Pumpout Service Coverage Map (Attachment 1). Each pumpout vessel placed into service wiII be capable of servicing up to twelve vessels per day and each will be trailerable to locate to other service areas, as needed. The pumpout service, provided at no charge to all recreational vessels in the unincorporated waters of Monroe County within the Florida Keys (up to once per week), will be provided to anchored -out vessels. Pumpout USA may also provide service to vessels at marinas (with priority given to marinas without pumpout facilities), but only after all anchored -out vessels are serviced. The first priority of each pumpout vessel (if services are phased -in) will be servicing anchored vessels Iocated in established Managed Anchoring Zones, as identified in the attached County anchoring ordinance (Attachment 2). Pumpout USA will provide service to vessels anchored in Managed Anchoring Zones, whether registered for pumpout service or otherwise, in accordance with the frequency described in the County anchoring ordinance. Pumpout USA will also provide as -needed pumpout service to vessels located outside of Managed Anchoring Zones, whether registered for pumpout service or otherwise. If the County anchoring ordinance establishing the Managed Anchoring Zones expires, Pumpout USA will provide service throughout unincorporated Monroe County on an as -needed basis. Vessel owners will be encouraged by County and Pumpout USA to register for routine pumpout service (see Registration of Customers below), which will assist in streamlining the service through the utilization of `identification decals' indicating participation in the pumpout program and orange flags to be flown when in need of a pumpout (decals and flags to be provided by Pumpout USA). Vessel waste will be offloaded and properly disposed of utilizing fixed pumpout stations located throughout the Keys, and when necessary hauled out by licensed haulers. 2. Staffing Pumpout USA, at its own expense, will provide all personnel required to perform this contract and all personnel engaged in performing services under this contract shall be fully qualified, and, if required, to be authorized or permitted under State and local law to perform such services. Pumpout USA personnel shall not be employees of or have any contractual relationship with the County. The Contractor will provide vessel operators and a Project Manager .that has extensive experience and training in the pumpout industry. The Project Manager will maintain an office at Mote Marine Laboratories in Summerland Key and his/her primary duties will include: ® Coordinating pump -out schedules ® Registering customers for service o Obtaining registrants' contact information and location for pump -out service ® Contact point for FWC concerning "Proof of Pumpout" of vessels located in Managed Anchoring Zones, and to assist in identifying derelict vessels and vessels exhibiting pre -derelict conditions (as described in the County anchoring ordinance). The Pumpout Vessel Operators are employees of the contractor and duties are: ® Operate pumpout vessel on a weekly schedule within their designated service areas. ® Maintain a supply of identification decals and orange pumpout flags. Maintain a written daily log identifying date, miles traveled, pumpouts performed, gallons pumped from each vessel, and fuel purchased with receipt for reporting and reimbursement purposes. 3. Registration of Customers Registration forms for participation in the program will be made available online through the Pumpout USA website. Additionally, registration forms will be made available at various sporting -goods retailers, the Monroe County Marine Resources Office, various marinas, and directly from pumpout vessel operators in the service areas. Registration to participate in the program is free for recreational vessels. The participant submits his/her registration information, which will be entered into the service schedule. Upon the first visit by the pumpout vessel the pumpout vessel operator will affix the identification decal to the bow of the vessel (adjacent to the state vessel registration decal location), and attach the orange service banner to the bow rail. A service schedule for each pumpout vessel placed in service will be made available on the Pumpout USA website. The registration forms provided on the website will request the mooring location of the vessel (lat/long), registration number and state, size and type of the vessel, the name of the vessel, and a point of contact for the vessel. The registration form must be signed by the vessel owner and/or captain and allows the Pumpout USA pumpout vessel operator permission to pumpout the participating vessel and board the vessel, if necessary. 4. Public Education Pumpout USA will develop a website, public education materials, instructional materials, marketing materials, and registration packets in support of the mobile vessel pumpout service program. All educational materials will focus on the importance of clean water and the impacts of sewage discharge into the environment. These materials will be made available online through the Pumpout USA website and distributed to participating marinas, local sporting goods merchants, Monroe County Offices, and FWC where they can be accessed by vessel owners and be distributed by FWC and pumpout vessel operators. The Project Manager (or his/her designee) will also participate in, and promote clean water through this pumpout service at public gatherings, marina meetings, Fishing Clubs, Civic Organization Meetings, Secondary Education Science Classes, etc. 5. Coordination with Coun staff and FWC Pumpout USA will identify to the FWC any derelict vessels or pre -derelict condition vessels, as well as anchored vessels that are not participating in the program or requesting pumpouts. Each pumpout vessel operator will give special attention to vessels in Managed Anchoring Zones and will communicate daily to the Project Manager for FWC reporting. Section B: Deliverables 1, Monthly Pumpout Logs Signed monthly pumpout logs will be submitted, specific to each pumpout vessel and broken down by service area, indicating the number of pumpouts performed, volume of sewage pumped out, and number of individual vessels pumped out. 2. Quarterly Reports Pumpout USA will submit signed, notarized quarterly reports showing: ® Number of pumpouts performed in each service area (including number of out of state vessels) and total for the Keys ® Gallons of sewage pumped from each service area and total for the Keys Total number of individual vessels pumped out a The routes and locations of the pumpout vessels e Gallons of fuel used in support of program Education and outreach activities 3. fnvoicinp- Pumpout USA will submit a signed invoice on Pumpout USA letterhead for each quarter's payment, as stipulated in the contract. The invoice cost (as described in the contract) will be based on a per unit rate. Mobile Pumpout Service Coverage Map Keys -Wide Area a g4 4 1p' [3 Y �• � vi' � � U uIVY f E I Land — S Municipality Jurisdictional Waters FO Sol Attachment: Attachment 1- original Agreement for pumpout service ( Amendment o. o Pumpout USA Agreement) Mobile Pumpout Service Coverage Map Key West Area Garrison Sight Mooring Field (excluded) . uUmmmm-mmmimn. OW MOO in, �w 0 «6 m 0 Mobile P u m pout Service Coverage M a p Marathon a n d Key Colony Beach Areas 4� 3 Q 3 .011P _ \ m Land \ Municipality jurisdiction* Water\bo iu \ Attachment: Attachment ].original Agreement for pumpout service ] : Amendment No.7to Pumpout USA Agreement) \ A4C®1?1Dr CERTIFICATE OF LIABILITY INSURANCEF19/2013 DATEIMMIDDIYIYYj THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsements . PRODUCER CONTACT NAM__....C.ertifcate-Tea -PHONE� Acentria, Inc - Ft. Myers Office E Ex0 3�-939-1Q10 4091 Colonial Blvd _ talc No1;239-939-71.-Z-2_ Fort Myers FL 33966 E-MAILNo. A DRESS: {g?tirnsh INSURER(SAFFORDING COVERAGE NAIC M INSURED PUMPUSA-01 INSURERG : PUMPOUTU.S.A., INC INSURERC: I 1150 NVUY 83 N De Funiak Springs FL 32433 INSURER D _ _-- INSURER E : - INSURER F : t:VVtKA(itb CERTIFICATE NUMBER: 4)dF171'Jn RFVICtnAI IUl imorz©• THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICY EFF r POLICY E TYPPEE OOF INSURANCE' INSR I WVD Pot€CY NUMBER MMIDDIYYYY MMIDDlYYYY LIMITS A GENERAL LIAelLITY Y IY E jZOL14T73778 12/18/2012 12/18/2013 EACH OCCURRENCE I S1,ODD000 X COMMERCIAL GENERAL LIABILITY I bAMAGi= T6RNTE���- _ j CLA€MS MARE OCCUR 44 ii PREMISES {Ea oc�un'encej— -- € S100,000 } . . - IX l MED EXP (Any one person) $1 D,0D0 'X ,Marine L€ab PERSONAL & ADV INJURY ........ i 51 00D 000 GENERAL AGGREGATE $2 000.000 _ GENT AGGREGATE LIMIT APPLIES PER. € I PRODUCTS - COMP DP AGG .._ I $2.000 000 ' PRO- 'X ! POLICY J i LOC --------... .............- i-. __._-...._... 5 AUTOMOBILE LIABILITY i ANY AUTO --; --1 _ BODILY INJURY (Per person) 5 ' ALL OWNED 1 SCHEDULED I _ AUTOS 1 AUTOS BODILY INJURY ,Per accident} 5 _ I HIRED AUTOS i q0 pgWNEO I j �"' s j E I PROPERTY DAMAGE -I (Per accfdgnt ._ g--� - € - S UMBRELLA LIAR IOCCUR I EACH OCCURRENCE_ $ I EXCESS LIAR i - ___ __ _i CLAIMS -MADE 3E I AGGREGATE _ g 1 DED RETENTIONS 11 ' S WDRKERS COMPENSATION AND EMPLOYERS' LIABILITY f ;I WC STATU I OTH II ' TQR.Y.LIMITS J_ YIN ANYPROPR€ETORIPARTNERIEXECUT€VE OFFICERIMEMBER EXCLUDED? t rf I yesadescnbe I NIA __- - ___,-ER I I E.L. EACH ACCIDENT 1 I E L. DISEASE - EA EMPLOYE ....... .__ ... _ $ -. .. $ It under . _.__._...... .... ....---'--- '-----_..... ......... ............ DESCRIPTION OF OPERAT€ONS be€ow ! ' E.L. DISEASE-POL€CY LIMIT IS q ,Vessel Liability iY Pollution Ltabil' Y SM00000582 12/18I2012 A 1211812013 Vessel Liab 1,000,000 i Medical 5,000 JI f DESCR€PTION OF OPERAT€DNS I LOCATIONS I VEHICLES lAttaeh ACORD 101, Addilional Remarks Schedule, it mom space is required) Cert holder is afforded additional insured coverage with regards to Marine and Vessel liability ................. UF-hT IFICATE HOLDER CANCELLATION Monroe County Board of County Commissioners 1100 Simonton St, Room 2268 Key West FL 33040 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE U 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD PUMPOUT-01 MARTIN E(I111YYYY1 CERTIFICATE OF LIABILITY INSURANCE I_1/9/2013 THIS CERTIFICATE (S ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the poitcy(les) must be endorsed. if SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this Certificate does not confer rights to the certificate holder in lieu of such end_orsement(s). -ICONTACT PRODUCER ACentria, Inc - Destin Office 4634 Gulfstarr Drive Destin, FL 32541 NAME: PHONE _ A 850 650 928g _E tea Ext :(850) sro01950 ADDRESS; INSURERIS} AFFORDING COVERAGE NAIC N INSURER A: Technology Insurance Company, Inc. 42376 INSURED Pump Out USA 1150 Hwy 83 North Do Funiak Springs, FL 32433 INSURER 8; INSURER C: INSURERD: INSURER E: INSURER F : THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. WSR LTft TYPE OF INSURANCE AnrsuuR N WVD POLICY NUMBER MMIODlYYYY LIMITS GENERAL LIABILITY _OwMMIpDYlYYYY EACH OCCURRENCE $ COMMERCIAL GENERALLIA81LITY CLAIMS -MADE ❑ OCCUR PREMISES Eaaccurrenre S MED EXP {Any one person) S PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER PRO- POLICY F1 JECT LOC PRODUCTS - COMPIOP AGG S F AUTOMOBILE LIABILITY ,! ,( r . COMBINED Ea ac dent SINGLE LIMI S BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIREDAUTOS AUTOS r— / BODILY INJURY (Peramdenl} $ PERT E AMA PER ACCIDENT $ $ i UMBRELLA LIAR OCCUR EACH OCCURRENCE S AGGREGATE 3 EXCESS LIAR CLAIMS -MADE DEi� RETENTION 5 A WDRKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERWEMBER EXCLUDED? NIA X TWC3336203 110112/2012 10/12/2013 WC STATU- CTH- X TORY LIMITS x I ER E.L. EACHACCIDENT _ y 1,000,000 EL DISEASE - EA EMPLOYEE S 1,000,000 (Mandatory In NH) li yes, describe under E.L. DISEASE -POLICY LIMIT S 1,000,000 DESCRIPTION OF OPERATIONS below _ i DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD tog, Additional Remarks Schedule, €f more space Is required) I _/ FN I Ir lI m I C n WLUCR I ION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Board Of Monroe County Commissioners AUTHORIZED REPRESENTATIVE t100 Simonton St Room 2268 West._FL 33040 © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD I AMENDMENT NO.7 TO AGREEMENT BETWEEN PUMPOUT USA, INC. AND MONROE COUNTY, FLORIDA for KEYS -WIDE MOBILE VESSEL PUMPOUT SERVICE THIS AMENDMENT NO.7 TO AGREEMENT is made and entered into this 17th day of August, 2016, between Monroe County Board of County Commissioners (hereinafter "County" or `Board") and Pumpout USA, Inc., a for profit corporation of the State of Florida (hereinafter "Contractor"). WITNESSETH: WHEREAS, the parties entered into an Agreement on December 12, 2012, to provide Keys -wide mobile vessel pumpout service (Service) for two years, including a quota of 1,300 pumpouts per month at a cost of $21.81 per pumpout in the first year; and WHEREAS, the County established the pumpout program initially as a free service to customers in order to optimize utilization of the service and gain compliance with existing No Discharge Zone regulations; and WHEREAS, Amendment No. 1 to the Agreement was approved on March 20, 2013, deleting Section XII Donations and Grants, and including Attachment H- Contract Provisions and Attachment I - Regulations as requested by the Florida Department of Environmental Regulations (DEP) which had a separate agreement with the Contractor for the pumpout service to Monroe County; and WHEREAS, Amendment No. 2 to the Agreement was approved on July 17, 2013, to eliminate the quota and per pumpout cost due to a slow startup of service, and allow for full quarterly payments to be made to the Contractor; and WHEREAS, Amendment No. 3 to the Agreement was approved on December 10, 2014, to extend the Agreement through January 31, 2015; and WHEREAS, Amendment No. 4 to the Agreement was approved on January 21, 2015, to extend the Agreement through March 31, 2015; and WHEREAS, Amendment No. 5 to the Agreement was approved on March 18, 2015, extending the pumpout service for an additional two year period, establishing a rate of $21.10 per pumpout, establishing a not to exceed annual cost of $379,800 based on an increased quota of 1,500 pumpouts per month, and requiring an annual audit of the Statement of Revenues and Expenses associated with the Agreement with Monroe County; and WHEREAS, the DEP in August 2015 directed its Clean Vessel Act (CVA) Program to provide future grants directly to the County rather than the Contractor, therefore providing uniformity in working with counties throughout the state to build sustainable pumpout programs, using Monroe County's pumpout program as a model; and WHEREAS, the Board approved DEP (CVA) Agreement MV-174 in the amount of $250,000 and DEP Agreement No.S0901 in the amount of $100,000 at the November 17, 2015 BOCC meeting to help offset the cost of the Service; and WHEREAS, Amendment No. 6 to the Agreement was approved on November 17, 2015, providing for up to $729,800 for the Service, extending the Service through October 31, 2016 and reflecting the specific funding sources and levels provided directly to the County from the State; and WHEREAS, the State has provided a legislative appropriation of $500,000 to the County to help offset the cost of the County's Service for one year from July 1, 2016 through June 30, 2017; and WHEREAS, the DEP CVA Program has provided grant funding in the amount of $172,350 to help offset the cost of the County's Service for one year from July 1, 2016 through June 30, 2017; and WHEREAS, the two State funding sources may provide for most of the cost of the Service of up to $672,350 for one year from July 1, 2016 through June 30, 2017; and WHEREAS, the County desires to continue the Service provided by the Contractor, and recognizes the benefit of receiving funding from the State which may provide for 92% of the cost of the Service for one year; and WHEREAS, the Agreement between the County and the Contractor requires amendment in order to provide for changes in funding sources and the term of the amendment to be consistent with the terms of the two State funding agreements; and WHEREAS, the County has directed staff to consider development of a fee structure for customers of the Service, which may be implemented subsequent to the expiration of this Amendment; NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained herein, the parties have entered into this Amendment No.7 as follows: 2 L SCOPE OF SERVICES: Contractor shall be the exclusive provider of mobile vessel pumpout services for County in the unincorporated areas of the Florida Keys and shall also coordinate with County and Florida Fish and Wildlife Conservation Commission (FWC) on sewage pumpout compliance within the managed anchoring zones established by the County. A detailed Scope of Services is attached as Exhibit A. IL EFFECTIVE DATE AND TERM III. AMOUNT OF COMPENSATION AND AVAILABILITY OF FUNDS. Contractor shall not charge customers of the pumpout service for the services rendered under this amended Agreement. The County, in consideration of the Contractor satisfactorily performing and carrying out the objectives of the County as to providing mobile vessel pumpout service, shall pay to the Contractor up to the sum of Seven Hundred Twenty -Nine Thousand Eight Hundred DOLLARS ($729,800) for one year., based on a gL ota of 1500 QZamDOLAS per month. The IG .Rio. If funds from DEP or other sources cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this Agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the Contractor. If Contractor fails to submit at least $57,50 in quarterly allowable expenses during the effective term of this Agreement, this Agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the Contractor. For the purpose of subsequent construction or interpretation of the aforesaid term "allowable expenses", an "allowable expense", shall be deemed to constitute such an expense upon the determination of DEP pursuant to 4w 44ke6 � 4 any applicable CVA grant agreement between the County and DEP. The Board shall not be obligated to pay for any services or goods provided by the Contractor after the Contractor has received written notice of termination. Payment under this 3 amended Agreement is contingent upon an annual appropriation by the Monroe County Board of County Commissioners. IV. PAYMENT: Payments of up to $182,450 (Payment) will be made quarterly by the County to the Contractor. (a) At the end of each quarter, Contractor shall provide an invoice acceptable to the Monroe County Clerk of Court (hereinafter "Clerk"), along with documentation of service provided including 1) signed monthly pumpout logs (specific to each pumpout vessel) indicating number of pumpouts performed and volume of sewage pumped out (by service area) and a quarterly pumpout log summarizing the pumpouts provided, and 2) description of additional services or activities provided (as described in the Scope of Services). Quarterly payments= H.014e . per- ; o H! shall not exceed $182,450 based on 4,500 pumpouts per quarter. Quarterly invoicing undder= Pai- io 44 shall be based on a monthly maximum of 1,500 pumpouts at 2 at the per Unit rate of $40.544444 per pumpout. In the event the Contractor performs fewer than 1,500 pumpouts in any given month, the difference shall not be made up for in other months in the same quarter, or in other months in other quarters. In the event the Contractor performs more than 1,500 pumpouts in any given month, the County shall not pay for the additional pumpouts. (b) Travel and lodging are specifically excluded from payment. Re P ayment shall be made only for services provided (i.e., individual pumpouts) and there are no reimbursable items. (c) Contractor's final invoice must be received within sixty (60) days after the termination or expiration of this contract. In addition, the Contractor shall provide quarterly invoicing documentation, as described and required in the attached DEP agreement/s with the County, including a list of receipts/invoices for expenditures defined as allowable in accordance with DEP CVA guidelines. Invoicing shall be made within 15 calendar days of the end of each quarter. 11 Payment shall be made pursuant to the Local Government Prompt Payment Act. After the Clerk examines and approves the request for payment, the County shall make payment to the Contractor. The +110+11al of-4-1 Annually, the Contractor must furnish to the County the following (prior to the payment of any invoices, items (a) through (f) must be provided): a. List of the Contractor's Board of Directors. For each board member please indicate when elected to serve and the length of term of service; if Contractor is a sole proprietorship, provide name of owner(s) and duration of ownership; b. If corporate entity, evidence of annual election of officers and directors; c. If corporate entity, the corporate entity's Articles of Incorporation and Bylaws; d. Organization's Policies and Procedures Manual, which must include hiring policies for all staff, drug and alcohol free workplace provisions, and equal employment opportunity provisions; e. Cooperation with County monitoring visits that the County may request during the contract year; and f. Other reasonable reports and information related to compliance with applicable laws, contract provisions, and the scope of services that the County may request during the contract year. V. RENEWAL: The County shall have the option to renew this Agreement for an additional twoeff and a half year period. VI. CONTRACTOR'S LICENSE: The Contractor shall secure, maintain and pay for any permits and licenses necessary to operate pumpout vessels and associated equipment and infrastructure. It is the Contractor's responsibility to maintain all permits and licenses that may be required. By signature hereon, the Contractor warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these contract documents. Proof of such licenses and approvals shall be submitted to the County upon request. The Contractor has, and shall maintain throughout the term of this contract, appropriate licenses and approvals required to conduct its business, and hereby represents that it will at all times conduct its business activities in a reputable manner. VIL INDEPENDENT CONTRACTOR: At all times and for all purposes, the Contractor, its agents, and employees, are strictly considered to be independent contractors in their performance of the work contemplated hereunder. As such, the Contractor, its agents, and employees, shall not be entitled to any of the benefits, rights or privileges of County employees. The Contractor shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. VIIL STAFFING: 5 Since this contract is a service agreement, staffing is of paramount importance. Contractor shall provide services using the following standards, as a minimum requirement: A. The Contractor shall provide at its own expense all necessary personnel to provide the services under this Agreement. The personnel shall not be employees of or have any contractual relationship with the County. B. All personnel engaged in performing services under this Agreement shall be fully qualified, and, if required, to be authorized or permitted under Federal, State, and local laws to perform such services. IX. UTILITIES: The Contractor shall be responsible for payment of any utility charges associated with the mobile pumpout service. All utility accounts shall be held in the Contractor's name. X. ATTESTATIONS Contractor agrees to execute such documents as the County may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. XI. INDEMNIFICATION REQUIREMENTS: Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement, the Contractor covenants and agrees that he shall defend, indemnify and hold the County and the County's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of Contractor or any of its employees, agents, contractors in any tier or other invitees during the term of this Agreement, (B) the negligence or willful misconduct of Contractor or any of its employees, agents, contractors in any tier or other invitees, or (C) Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or negligent acts in part or omissions of the County or any of its employees, agents, contractors or invitees (other than Contractor). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section shall survive the expiration of the term of this Agreement or any earlier termination of this Agreement. In the event the work under this Agreement is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for above. XII. FACILITIES AND EQUIPMENT: 31 The Contractor hereby accepts the use of any County facilities (e.g., dockage), equipment, or infrastructure that may be provided for use in conjunction with the Keys -Wide Mobile Vessel Pumpout Service in "as is" condition, and the Contractor shall allow the County to inspect said facilities and equipment at any reasonable time. In addition, all operating supplies and any additional equipment shall be the responsibility of the Contractor. The County shall provide a slip for Contractor's pumpout boat at the Murray Nelson Government Center in Key Largo. XIII. CONTRACTOR'S ASSUMPTION OF PREMISES AND CONDITIONS: The Contractor hereby agrees that it has carefully examined the facilities and equipment provided by the County and has made investigations to fully satisfy itself that such facilities and/or equipment are suitable for this work and it assumes full responsibility therefor. The provisions of this Agreement shall control any inconsistent provisions contained in the Scope of Work. The Scope of Work has been read and carefully considered by the Contractor, who understands the same and agrees to their sufficiency for the work to be done. Under no circumstances, conditions, or situations, shall this Agreement be more strongly construed against the County than against the Contractor. XIV. MAINTENANCE, IMPROVEMENTS AND CAPITAL ASSETS: The Contractor shall be responsible for the maintenance, repairs, and upkeep of facilities and equipment conveyed to, or provided for the use of, the Contractor. The Contractor shall maintain County dockage, or other facilities, and all equipment in a clean, safe, and sanitary manner. XV. NON-DISCRIMINATION: County and Contractor agree that there shall be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any parry, effective the date of the court order. County or Contractor agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the bases of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 7 XVI. INSPECTION OF BOOKS AND FACILITIES/AUDIT/ACCOUNTING: Contractor shall keep and maintain all books, records, and documents, directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each parry to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five (5) years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to the Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03, F.S., running from the date the monies were paid to Contractor. In addition, the Contractor shall, at its expense, provide the County with an annual audit, prepared by an independent Certified Public Accountant, which shall conform to generally accepted auditing standards, of the Statement of Revenues and Expenses associated with this Agreement with Monroe County, and which shall be submitted to the County within one hundred twenty (120) days following the close of the Contractor's fiscal year. The Contractor shall also allow the County to inspect the Contractor's facilities, equipment, or vessels at any reasonable time. XVIL PUBLIC RECORDS: The Contractor shall comply with the public records laws of the State of Florida, subject to any provisions providing exemption from disclosure. XVIIL BREACH OF TERMS BY CONTRACTOR: The passing, approval, and/or acceptance by the County of any defect in the services furnished by the Contractor, shall not operate as a waiver by the County of strict compliance with the terms of this Agreement, and specifications covering the services. Any Contractor breach of this Agreement shall be governed by the article below on termination for cause. The Contractor agrees that the County Administrator may designate representatives to visit any facilities or offices utilized by the Contractor periodically to inspect Contractor's maintenance of vessels and equipment. The Contractor agrees that the County Administrator may designate representatives to visit the facilities or offices periodically to conduct random open file evaluations during the Contractor's normal business hours. XIX. TERMINATION WITHOUT CAUSE: The County may terminate this Agreement without cause by providing the Contractor with written notice of termination at least thirty (30) days prior to the date of termination. Compensation shall be paid to Contractor through the end of provision of services or for the thirty (30) days, whichever is shorter. XX. TERMINATION WITH CAUSE: In addition to all terms set forth above and preceding this section, the County may terminate this Agreement for cause if the Contractor shall default in the performance of any of its obligations under this Agreement. Default shall include the occurrence of any one of the following events and same is not corrected to the satisfaction of the County within fifteen (15) days after the County provides the Contractor with written notice of said default: a. Failure to provide pumpout services to liveaboards as described in this Agreement. b. Failure to comply with local, state, or federal rules or regulations pertaining to the operation of pumpout vessels or the handling and/or treatment of vessel waste. c. Breach of any other term, condition, or requirement, of this Agreement. XXL ASSIGNMENT: The Contractor shall not assign or subcontract its obligations under this Agreement, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County and Contractor, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the Board. XXIL COMPLIANCE WITH LAW: In providing all services pursuant to this Agreement, the Contractor shall abide by all statutes, ordinances, rules, and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules, and regulations shall constitute a material breach of this Agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the Contractor. The Contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. XXIIL DISCLOSURE, CONFLICT OF INTEREST, AND CODE OF ETHICS: A. The Contractor represents that it, its directors, principals and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this Agreement, as provided in Section 112.311, et. seq., Florida Statutes. B. Upon execution of this Agreement, and thereafter as changes may require, the Contractor shall notify the County of any financial interest it may have in any and all contracts with Monroe County. C. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. XXIV. FINANCIAL RESPONSIBILITY: I The Contractor shall not pledge the County's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. XXV. NOTICE REQUIREMENT: Any notice required or permitted under this Agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY: Monroe County Administrator 1100 Simonton Street Key West, FL 33040 FOR CONTRACTOR: and Monroe County Senior Director - Planning & Environmental Resources Department 2798 Overseas Hwy. Marathon, FL 33050 Donnie Brown, Pumpout USA 1150 Highway 83 North DeFuniak Springs, Florida 32433 XXVL TAXES: and Monroe County Attorney 1111 12t' St., Suite 408 Key West, FL 33041 The County is exempt from payment of Florida State Sales and Use taxes. The Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this Agreement, nor is the Contractor authorized to use the County's Tax Exemption Number in securing such materials. The Contractor shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this Agreement. XXVII. GOVERNING LAW, VENUE, INTERPRETATION, COSTS AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Contractor agree that venue shall lie in the Sixteenth Judicial Circuit in and for Monroe County, or otherwise before the appropriate administrative body in Monroe County, Florida. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Both parties specifically waive their right to a trial by jury. This Agreement is not subject to arbitration. 10 XXVIII. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a response on a contract to provide goods or services to a public entity, may not submit a bid on a contract with a public entity for construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, F.S. for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. (CATEGORY TWO: $35,000.00). XXIX. AUTHORIZED SIGNATORY: The signatory for the Contractor, below, certifies and warrants that: (a) The Contractor's name in this Agreement is its full name. (b) He or she is authorized to act and contract on behalf of Contractor. XXX. SEVERABILITY If any term, covenant, condition, or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions, and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to reform this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. XXXL ATTORNEY'S FEES AND COSTS The County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the County, if it prevails, shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. XXXIL BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, successors, and assigns. XXXIII. AUTHORITY Each party represents and warrants to the other that the execution, delivery, and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 11 XXXIV. COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. XXXV. NO SOLICITATION/PAYMENT The County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, 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 it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. XXXVL NON -WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Contractor in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. XXXVIL NON -RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and the CONTRACTOR agree that neither the COUNTY nor the CONTRACTOR or any agent, officer, or employee, of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. XXXVIII. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of County in his or her individual capacity, and no member, officer, agent or employee of County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. XXXIX. EXECUTION IN COUNTERPARTS 12 This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart. XL. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. XLL INSURANCE POLICIES Contractor shall furnish proof of insurance prior to execution of this Agreement by the County. Coverage shall be maintained throughout the entire term of this Agreement, and failure to maintain coverage shall be considered a valid reason for the County to terminate this Agreement. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor as an authorized self - insurer, the COUNTY shall recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. a) General Insurance Requirements for Other Contractors and Subcontractors: As a pre -requisite of the work governed, the Contractor shall obtain, at its own expense, insurance as specified in any attached schedules, which are made part of this Agreement. The Contractor shall require all subcontractors to obtain insurance consistent with the attached schedules. Contractor shall ensure that any and all sub -contractors maintain the same types and amounts of insurance required of Contractor. The Contractor shall be named as an additional insured on all subcontractors' liability policies. Upon request of County, Contractor shall provide such evidence of insurance required of the subcontractor. The Contractor will not be permitted to commence work governed by this Agreement (including pre -staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the County as specified below, and, where applicable, Contractor shall provide proof of insurance for all approved subcontractors. The Contractor shall maintain the required insurance throughout the entire term of this Agreement and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting from the failure of the Contractor to maintain the required insurance shall not extend deadlines specified in this Agreement and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for the Contractor's failure to maintain the required insurance. 13 The Contractor shall provide, to the County, as satisfactory evidence of the required insurance, either: • Certificate of Insurance; or A Certified copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this Agreement. All insurance policies must specify that they are not subject to cancellation, non -renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the Contractor's insurance shall not be construed as relieving the Contractor from any liability or obligation assumed under this Agreement or imposed by law. The Monroe County Board of County Commissioners, its employees, and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation. b) INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN COUNTY AND CONTRACTOR Prior to the commencement of work governed by this Agreement, the Contractor shall obtain the following insurance. Coverage shall be maintained throughout the life of this Agreement and include, as a minimum: Insurance Requirement Required Limits Worker's Compensation $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee Recognizing that the work governed by this Agreement involves Maritime Operations (not to be associate( with Longshoremen's Insurance) , the Contractor's Workers' Compensation Insurance Policy shall includ( coverage for claims subject to the Federal Jones Act (46 U.S.C.A. subsection 688) with limits not less than $1 million. The Contractor shall be permitted to provide Jones Act Coverage through a separate Protection an( Indemnity Policy, insofar as the coverage provided is no less restrictive than would have been provided b, a Workers' Compensation policy. General Liability $300,000 Combined Single Limit If split limits are provided, the minimum limits acceptable shall be: $200,000 per person $300,000 per occurrence $200,000 property damage 14 Vehicle Liability $300,000 Combined Single Limit If split limits are provided, the minimum limits acceptable shall be: $200,000 per person $300,000 per occurrence $200,000 property damage Pollution Liability $1 million per Occurrence Recognizing that the work governed by this Agreement involves the storage, treatment, processing, or transporting of potentially polluting material, the Contractor shall purchase and maintain, throughout the life of the contract, Pollution Liability Insurance which will respond to bodily injury, property damage, and environmental damage caused by a discharge of wastes which are governed by this Agreement. The policy must specifically identify this contract and specify that coverage will extend to all losses, claiming pollution or environmental impairment, arising out of the services governed by this Agreement. The minimum limits of liability shall be: $1 million per Occurrence If coverage is provided on a claims made basis, an extended claims reporting period of one (1) year will be required. Monroe County and its Board of County Commissioners shall be named as an Additional Insured. Watercraft Liability $1 million Combined Single Limit (CSL) Prior to the commencement of work governed by this Agreement, the Contractor shall obtain Water Craft Liability Insurance with terms no less restrictive than those found in the standard "American Institute Hull Clauses" (June 2, 1977 edition). Coverage shall be maintained throughout the life of this Agreement and include, at a minimum: • Injury (including death) to any Person; • Damage to Fixed or Movable Objects; • Costs Associated with the Removal of Wrecked Vessels; and • Contractual Liability with Respect to this Agreement. If the policy obtained states that coverage applies for the "Acts or Omissions of a Vessel", it shall be endorsed to provide coverage for the legal liability of the shipowner. The minimum limits acceptable shall be: $1 million Combined Single Limit (CSL) Coverage provided by a Protection and Indemnity Club (P&I) shall be subject to the approval of the County. Monroe County and its Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. XLII. ENTIRE AGREEMENT 15 This Agreement constitutes the entire Agreement between the County and the Contractor for the services contemplated herein. Any amendments or revisions to this agreement must be in writing and be executed in the same manner as this Agreement. Remainder of Page Intentionally Left Blank 16 IN WITNESS WHEREOF the parties hereto have executed this Amendment No.67 to this Agreement on the day and date first written above in four (4) counterparts, each of which shall, without proof or accounting for the other counterparts, be deemed an original contract. (SEAL) Attest: AMY HEAVILIN, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: By: Deputy Clerk Mayor PUMPOUT USA, INC. By: By: WITNESS Print name: Print name and official title By: WITNESS Print name: STATE OF COUNTY OF On this day of 201, before me the person whose name is subscribed above, and who swore an oath and produced as identification, and swore an oath that he is the person who executed the above Agreement for the purposes therein contained. Notary Public Print Name My commission expires: Seal 17 EXHIBIT A Scope of Services For Mobile Vessel Pumpout Service Pumpout USA will provide mobile vessel pumpout service to vessels located throughout areas of unincorporated Monroe County within the Florida Keys. The pumpout service is provided to reduce or eliminate environmental impacts associated with the illegal discharge of sewage from vessels, and further enable compliance with regulations of the federal No Discharge Zone and vessel restricted areas (i.e. Managed Anchoring Zones) in Monroe County. The following sections describe the Scope of Work and Deliverables for the provision of mobile vessel pumpout service. Section A: Scope of Work 1. Mobile Vessel Pumpout Service Pumpout USA will provide mobile vessel pumpout service (Service) consisting of a minimum of four active marine pumpout vessels, and three backup pumpout vessels, to service (i.e. pumpout) recreational vessels located in the unincorporated area (waters) of Monroe County within the Florida Keys. The Service will be provided 8 hours per day, 5 business days per week in the area (waters) designated on the attached Mobile Pumpout Service Coverage Map (Attachment 1). Each pumpout vessel placed into service will be capable of servicing up to twelve vessels per day and each will be trailerable to locate to other service areas, as needed. The pumpout service, provided at no charge to all recreational vessels in the unincorporated area (waters) of Monroe County within the Florida Keys (up to once per week), will be provided to anchored -out vessels. Pumpout USA may also provide service to vessels at marinas (with priority given to marinas without pumpout facilities), but only after all anchored -out vessels are serviced. The first priority of each pumpout vessel will be servicing anchored vessels located in established Managed Anchoring Zones, as identified in the attached County anchoring ordinance (Attachment 2). Pumpout USA will provide service to vessels anchored in Managed Anchoring Zones, whether registered for pumpout service or otherwise, in accordance with the frequency described in Monroe County Ordinance 36-2012 (the County anchoring ordinance). Pumpout USA will also provide as -needed pumpout service to vessels located outside of Managed Anchoring Zones, whether registered for pumpout service or otherwise. If the County anchoring ordinance establishing the Managed Anchoring Zones expires, Pumpout USA will provide service throughout the unincorporated area (waters) of Monroe County within the Florida Keys on an as -needed basis. Vessel owners will be encouraged by the County and Pumpout USA to register for routine pumpout service (see Registration of Customers below), which will assist in streamlining the service through the utilization of `identification decals' indicating participation in the pumpout program and orange flags to be flown when in need of a pumpout (decals and flags to be provided by Pumpout USA). Vessel waste will be offloaded and properly disposed of utilizing fixed pumpout stations located throughout the Keys, and when necessary hauled out by licensed haulers. In addition, the Contractor shall adhere to, and provide for, items described in the "Tasks / Deliverables" included in the DEP/CVA Agreement (attached) I, e A n (att eke111 2. Staffing Pumpout USA, at its own expense, will provide all personnel required to perform this contract and all personnel engaged in performing services under this contract shall be fully qualified, and, if required, to be authorized or permitted under State and local law to perform such services. Pumpout USA personnel shall not be employees of or have any contractual relationship with the County. The Contractor will provide Pumpout Vessel Captains and a Maintenance Captain, as well as a Project Manager that has extensive experience and training in the pumpout industry. The Project Manager will maintain an office and his/her primary duties will include: • Coordinating pump -out schedules; • Registering customers for service; • Obtaining registrants' contact information and location for pump -out service; • Contact point for FWC concerning "Proof of Pumpout" of vessels located in Managed Anchoring Zones. The Pumpout Vessel Captains and Maintenance Captain are employees of the Contractor and duties are: • Operate pumpout vessel on a weekly schedule within their designated service areas; • Maintain a supply of identification decals and orange pumpout flags; • Maintain a written daily log identifying date, miles traveled, pumpouts performed, gallons pumped from each vessel, and fuel purchased with receipt for reporting and reimbursement purposes. 3. Registration of Customers Registration forms for participation in the program will be made available online through the Pumpout USA website. Additionally, registration forms will be made available at various sporting -goods retailers, the Monroe County Marine Resources Office, various marinas, and directly from pumpout vessel operators in the service areas. Registration to participate in the program is free for recreational vessels. The participant submits his/her registration information, which will be entered into the service schedule. Upon the first visit by the pumpout vessel the pumpout vessel operator will affix the identification decal to the bow of the vessel (adjacent to the state vessel registration decal location), and attach the orange service banner to the bow rail. A service schedule for each pumpout vessel placed in service will be made available on the Pumpout USA website. The registration forms provided on the website will request the mooring location of the vessel (lat/long), registration number and state, size and type of the vessel, the name of the vessel, and a point of contact for the vessel. The registration form must be signed by the vessel owner and/or captain and allows the Pumpout USA Pumpout Vessel Captain permission to pumpout the participating vessel and board the vessel, if necessary. 4. Public Education Pumpout USA will develop a website, public education materials, instructional materials, marketing materials, and registration packets in support of the mobile vessel pumpout service program. All educational materials will focus on the importance of clean water and the impacts of sewage discharge into the environment. These materials will be made available online through the Pumpout USA website and distributed to participating marinas, local sporting goods merchants, Monroe County Offices, and FWC where they can be accessed by vessel owners and be distributed by FWC and Pumpout Vessel Captains. The Project Manager (or his/her designee) will also participate in, and promote clean water through this pumpout service at public gatherings, marina meetings, Fishing Clubs, Civic Organization Meetings, Secondary Education Science Classes, etc. 5. Coordination with County staff and FWC Pumpout USA will identify to the FWC any anchored vessels that are not participating in the program or requesting pumpouts. Each Pumpout Vessel Captain will give special attention to vessels in Managed Anchoring Zones and will communicate on a regular basis to the Project Manager for FWC reporting. Section B: Deliverables 1. Monthly Pumpout Logs Signed monthly pumpout logs will be submitted, specific to each pumpout vessel and broken down by service area, indicating the number of pumpouts performed, volume of sewage pumped out, and number of individual vessels pumped out. 2. Quarterly Reports Pumpout USA will submit signed, notarized quarterly reports showing: • Number of pumpouts performed in each service area (including number of out of state vessels) and total for the Keys; • Gallons of sewage pumped from each service area and total for the Keys; • Total number of individual vessels pumped out; • The routes and locations of the pumpout vessels; • Gallons of fuel used in support of program; • Education and outreach activities. 3. Invoicing Pumpout USA will submit a signed invoice on Pumpout USA letterhead for each quarter's payment, as stipulated in the contract. The invoice cost (as described in the contract) will be based on a per unit rate. In addition to the above described reporting and invoicing requirements, the Contractor will provide all receipts, invoices and other applicable documents as described in the body of the Agreement, and as required by the DEP funding agreements associated with, and referenced in the Agreement (and attached). AMENDMENT NO.7 TO AGREEMENT BETWEEN PUMPOUT USA, INC. AND MONROE COUNTY, FLORIDA for KEYS -WIDE MOBILE VESSEL PUMPOUT SERVICE THIS AMENDMENT NO.7 TO AGREEMENT is made and entered into this 17th day of August, 2016, between Monroe County Board of County Commissioners (hereinafter "County" or "Board") and Pumpout USA, Inc., a for profit corporation of the State of Florida (hereinafter "Contractor"). WITNESSETH: WHEREAS, the parties entered into an Agreement on December 12, 2012, to provide Keys -wide mobile vessel pumpout service (Service) for two years, including a quota of 1,300 pumpouts per month at a cost of $21.81 per pumpout in the first year; and WHEREAS, the County established the pumpout program initially as a free service to customers in order to optimize utilization of the service and gain compliance with existing No Discharge Zone regulations; and WHEREAS, Amendment No. 1 to the Agreement was approved on March 20, 2013, deleting Section XII Donations and Grants, and including Attachment H- Contract Provisions and Attachment I - Regulations as requested by the Florida Department of Environmental Regulations (DEP) which had a separate agreement with the Contractor for the pumpout service to Monroe County; and WHEREAS, Amendment No. 2 to the Agreement was approved on July 17, 2013, to eliminate the quota and per pumpout cost due to a slow startup of service, and allow for full quarterly payments to be made to the Contractor; and WHEREAS, Amendment No. 3 to the Agreement was approved on December 10, 2014, to extend the Agreement through January 31, 2015; and WHEREAS, Amendment No. 4 to the Agreement was approved on January 21, 2015, to extend the Agreement through March 31, 2015; and WHEREAS, Amendment No. 5 to the Agreement was approved on March 18, 2015, extending the pumpout service for an additional two year period, establishing a rate of $21.10 per pumpout, establishing a not to exceed annual cost of $379,800 based on an increased quota of 1,500 pumpouts per month, and requiring an annual audit of the Statement of Revenues and Expenses associated with the Agreement with Monroe County; and WHEREAS, the DEP in August 2015 directed its Clean Vessel Act (CVA) Program to provide future grants directly to the County rather than the Contractor, therefore providing uniformity in working with counties throughout the state to build sustainable pumpout programs, using Monroe County's pumpout program as a model; and WHEREAS, the Board approved DEP (CVA) Agreement MV-174 in the amount of $250,000 and DEP Agreement No.S0901 in the amount of $100,000 at the November 17, 2015 BOCC meeting to help offset the cost of the Service; and WHEREAS, Amendment No. 6 to the Agreement was approved on November 17, 2015, providing for up to $729,800 for the Service, extending the Service through October 31, 2016 and reflecting the specific funding sources and levels provided directly to the County from the State; and WHEREAS, the State has provided a legislative appropriation of $500,000 to the County to help offset the cost of the County's Service for one year from July 1, 2016 through June 30, 2017; and WHEREAS, the DEP CVA Program has provided grant funding in the amount of $172,350 to help offset the cost of the County's Service for one year from July 1, 2016 through June 30, 2017; and WHEREAS, the two State funding sources may provide for most of the cost of the Service of up to $672,350 for one year from July 1, 2016 through June 30, 2017; and WHEREAS, the County desires to continue the Service provided by the Contractor, and recognizes the benefit of receiving funding from the State which may provide for 92% of the cost of the Service for one year; and WHEREAS, the Agreement between the County and the Contractor requires amendment in order to provide for changes in funding sources and the term of the amendment to be consistent with the terms of the two State funding agreements; and WHEREAS, the County has directed staff to consider development of a fee structure for customers of the Service, which may be implemented subsequent to the expiration of this Amendment; NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained herein, the parties have entered into this Amendment No.7 as follows: 2 I. SCOPE OF SERVICES: Contractor shall be the exclusive provider of mobile vessel pumpout services for County in the unincorporated areas of the Florida Keys and shall also coordinate with County and Florida Fish and Wildlife Conservation Commission (FWC) on sewage pumpout compliance within the managed anchoring zones established by the County. A detailed Scope of Services is attached as Exhibit A. II. EFFECTIVE DATE AND TERM This Amendment (amended Agreement) shall be effective on the date above. The term of the Amendment shall be for one year, commencing on July 1, 2016 and ending on June 30, 2017. However, the Amendment is contingent upon sufficient, continuous funding to the County by the DEP and/or other sources. If the applicable DEP (or other) funding agreement is cancelled or becomes insufficiently funded, this amended Agreement is also void, unless the parties amend it in the same manner as it was originally approved. The term of this amended Agreement shall be renewable in accordance with Section V. The Contractor shall comply with the provisions of Attachments G and H, consistent with the grant requirements of the CVA Program. 111. AMOUNT OF COMPENSATION AND AVAILABILITY OF FUNDS. Contractor shall not charge customers of the pumpout service for the services rendered under this amended Agreement. The County, in consideration of the Contractor satisfactorily performing and carrying out the objectives of the County as to providing mobile vessel pumpout service, shall pay to the Contractor up to the sum of Seven Hundred Twenty -Nine Thousand Eight Hundred DOLLARS ($729,800) for one year, based on a quota of 1500 pumpouts per month. If funds from DEP or other sources cannot be obtained or cannot be continued at a level sufficient to allow for continued reimbursement of expenditures for services specified herein, this Agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the Contractor. If Contractor fails to submit at least $57,450 in quarterly allowable expenses during the effective term of this Agreement, this Agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the Contractor. For the purpose of subsequent construction or interpretation of the aforesaid term "allowable expenses", an "allowable expense", shall be deemed to constitute such an expense upon the determination of DEP pursuant to any applicable CVA grant agreement between the County and DEP. The Board shall not be obligated to pay for any services or goods provided by the Contractor after the Contractor has received written notice of termination. Payment under this amended Agreement is contingent upon an annual appropriation by the Monroe County Board of County Commissioners. IV. PAYMENT: Payments of up to $182,450 (Payment) will be made quarterly by the County to the Contractor. The quarterly payments are based on a quota of 1,500 pumpouts per month, at a per unit rate of $40.544444. Conditions for payment are as follows: (a) At the end of each quarter, Contractor shall provide an invoice acceptable to the Monroe County Clerk of Court (hereinafter "Clerk"), along with documentation of service provided including 1) signed monthly pumpout logs (specific to each pumpout vessel) indicating number of pumpouts performed and volume of sewage pumped out (by service area) and a 3 quarterly pumpout log summarizing the pumpouts provided, and 2) description of additional services or activities provided (as described in the Scope of Services). Quarterly payments shall not exceed $182,450 based on 4,500 pumpouts per quarter. Quarterly invoicing shall be based on a monthly maximum of 1,500 pumpouts at the per unit rate of $40.544444 per pumpout. In the event the Contractor performs fewer than 1,500 pumpouts in any given month, the difference shall not be made up for in other months in the same quarter, or in other months in other quarters. In the event the Contractor performs more than 1,500 pumpouts in any given month, the County shall not pay for the additional pumpouts. (b) Travel and lodging are specifically excluded from payment. Payment shall be made only for services provided (i.e., individual pumpouts) and there are no reimbursable items. (c) Contractor's final invoice must be received within sixty (60) days after the termination or expiration of this contract. In addition, the Contractor shall provide quarterly invoicing documentation, as described and required in the attached DEP agreements with the County, including a list of receipts/invoices for expenditures, defined as allowable in accordance with DEP CVA guidelines. Invoicing shall be made within 15 calendar days of the end of each quarter. Payment shall be made pursuant to the Local Government Prompt Payment Act. After the Clerk examines and approves the request for payment, the County shall make payment to the Contractor. Annually, the Contractor must furnish to the County the following (prior to the payment of any invoices, items (a) through (f) must be provided): a. List of the Contractor's Board of Directors. For each board member please indicate when elected to serve and the length of term of service; if Contractor is a sole proprietorship, provide name of owner(s) and duration of ownership; b. If corporate entity, evidence of annual election of officers and directors; c. If corporate entity, the corporate entity's Articles of Incorporation and Bylaws; d. Organization's Policies and Procedures Manual, which must include hiring policies for all staff, drug and alcohol free workplace provisions, and equal employment opportunity provisions; e. Cooperation with County monitoring visits that the County may request during the contract year; and f. Other reasonable reports and information related to compliance with applicable laws, contract provisions, and the scope of services that the County may request during the contract year. V. RENEWAL: The County shall have the option to renew this Agreement for an additional two and a half year period. VI. CONTRACTOR'S LICENSE: The Contractor shall secure, maintain and pay for any permits and licenses necessary to operate pumpout vessels and associated equipment and infrastructure. It is the Contractor's responsibility to maintain all permits and licenses that may be required. 2 By signature hereon, the Contractor warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these contract documents. Proof of such licenses and approvals shall be submitted to the County upon request. The Contractor has, and shall maintain throughout the term of this contract, appropriate licenses and approvals required to conduct its business, and hereby represents that it will at all times conduct its business activities in a reputable manner. VII. INDEPENDENT CONTRACTOR: At all times and for all purposes, the Contractor, its agents, and employees, are strictly considered to be independent contractors in their performance of the work contemplated hereunder. As such, the Contractor, its agents, and employees, shall not be entitled to any of the benefits, rights or privileges of County employees. The Contractor shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. VIII. STAFFING: Since this contract is a service agreement, staffing is of paramount importance. Contractor shall provide services using the following standards, as a minimum requirement: A. The Contractor shall provide at its own expense all necessary personnel to provide the services under this Agreement. The personnel shall not be employees of or have any contractual relationship with the County. B. All personnel engaged in performing services under this Agreement shall be fully qualified, and, if required, to be authorized or permitted under Federal, State, and local laws to perform such services. IX. UTILITIES: The Contractor shall be responsible for payment of any utility charges associated with the mobile pumpout service. All utility accounts shall be held in the Contractor's name. X. ATTESTATIONS Contractor agrees to execute such documents as the County may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. XI. INDEMNIFICATION REQUIREMENTS: Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement, the Contractor covenants and agrees that he shall defend, indemnify and hold the County and the County's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of Contractor or any of its employees, agents, contractors in any tier or other invitees during the term of this Agreement, (B) the negligence or willful misconduct of Contractor or any of its employees, agents, contractors in any tier or other invitees, or (C) Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or negligent acts in part or omissions of the County or any of its employees, agents, contractors or invitees (other than Contractor). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section shall survive the expiration of the term of this Agreement or any earlier termination of this Agreement. In the event the work under this Agreement is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for above. XII. FACILITIES AND EQUIPMENT: The Contractor hereby accepts the use of any County facilities (e.g., dockage), equipment, or infrastructure that may be provided for use in conjunction with the Keys -Wide Mobile Vessel Pumpout Service in "as is" condition, and the Contractor shall allow the County to inspect said facilities and equipment at any reasonable time. In addition, all operating supplies and any additional equipment shall be the responsibility of the Contractor. The County shall provide a slip for Contractor's pumpout boat at the Murray Nelson Government Center in Key Largo. XIII. CONTRACTOR'S ASSUMPTION OF PREMISES AND CONDITIONS: The Contractor hereby agrees that it has carefully examined the facilities and equipment provided by the County and has made investigations to fully satisfy itself that such facilities and/or equipment are suitable for this work and it assumes full responsibility therefor. The provisions of this Agreement shall control any inconsistent provisions contained in the Scope of Work. The Scope of Work has been read and carefully considered by the Contractor, who understands the same and agrees to their sufficiency for the work to be done. Under no circumstances, conditions,. or situations, shall this Agreement be more strongly construed against the County than against the Contractor. XIV. MAINTENANCE, IMPROVEMENTS AND CAPITAL ASSETS: The Contractor shall be responsible for the maintenance, repairs, and upkeep of facilities and equipment conveyed to, or provided for the use of, the Contractor. The Contractor shall maintain County dockage, or other facilities, and all equipment in a clean, safe, and sanitary manner. XV. NON-DISCRIMINATION: County and Contractor agree that there shall be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or Contractor agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX 2 of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the bases of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. XVI. INSPECTION OF BOOKS AND FACILITIES/AUDIT/ACCOUNTING: Contractor shall keep and maintain all books, records, and documents, directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five (5) years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to the Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03, F.S., running from the date the monies were paid to Contractor. In addition, the Contractor shall, at its expense, provide the County with an annual audit, prepared by an independent Certified Public Accountant, which shall conform to generally accepted auditing standards, of the Statement of Revenues and Expenses associated with this Agreement with Monroe County, and which shall be submitted to the County within one hundred twenty (120) days following the close of the Contractor's fiscal year. The Contractor shall also allow the County to inspect the Contractor's facilities, equipment, or vessels at any reasonable time. XVII. PUBLIC RECORDS: The Contractor shall comply with the public records laws of the State of Florida, subject to any provisions providing exemption from disclosure. XVIII. BREACH OF TERMS BY CONTRACTOR: The passing, approval, and/or acceptance by the County of any defect in the services finrnished by the Contractor, shall not operate as a waiver by the County of strict compliance with the terms of this Agreement, and specifications covering the services. Any Contractor breach of this Agreement shall be governed by the article below on termination for cause. 7 The Contractor agrees that the County Administrator may designate representatives to visit any facilities or offices utilized by the Contractor periodically to inspect Contractor's maintenance of vessels and equipment. The Contractor agrees that the County Administrator may designate representatives to visit the facilities or offices periodically to conduct random open file evaluations during the Contractor's normal business hours. XIX. TERMINATION WITHOUT CAUSE: The County may terminate this Agreement without cause by providing the Contractor with written notice of termination at least thirty (30) days prior to the date of termination. Compensation shall be paid to Contractor through the end of provision of services or for the thirty (30) days, whichever is shorter. XX. TERMINATION WITH CAUSE: In addition to all terms set forth above and preceding this section, the County may terminate this Agreement for cause if the Contractor shall default in the performance of any of its obligations under this Agreement. Default shall include the occurrence of any one of the following events and same is not corrected to the satisfaction of the County within fifteen (15) days after the County provides the Contractor with written notice of said default: a. Failure to provide pumpout services to liveaboards as described in this Agreement. b. Failure to comply with local, state, or federal rules or regulations pertaining to the operation of pumpout vessels or the handling and/or treatment of vessel waste. c. Breach of any other term, condition, or requirement, of this Agreement. XXI. ASSIGNMENT: The Contractor shall not assign or subcontract its obligations under this Agreement, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County and Contractor, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the Board. XXII. COMPLIANCE WITH LAW: In providing all services pursuant to this Agreement, the Contractor shall abide by all statutes, ordinances, rules, and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules, and regulations shall constitute a material breach of this Agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the Contractor. The Contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. XXIII. DISCLOSURE, CONFLICT OF INTEREST, AND CODE OF ETHICS: 8 A. The Contractor represents that it, its directors, principals and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this Agreement, as provided in Section 112.311, et. seq., Florida Statutes. B. Upon execution of this Agreement, and thereafter as changes may require, the Contractor shall notify the County of any financial interest it may have in any and all contracts with Monroe County. C. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. XXIV. FINANCIAL RESPONSIBILITY: The Contractor shall not pledge the County's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. XXV. NOTICE REQUIREMENT: Any notice required or permitted under this Agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY: Monroe County Administrator and Monroe County and Monroe County Attorney 1100 Simonton Street Senior Director- 1111 12`h St., Suite 408 Key West, FL 33040 Planning & Environmental Key West, FL 33041 Resources Department 2798 Overseas Hwy. Marathon, FL 33050 FOR CONTRACTOR: Donnie Brown, Pumpout USA 1150 Highway 83 North DeFuniak Springs, Florida 32433 XXVI. TAXES: The County is exempt from payment of Florida State Sales and Use taxes. The Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this Agreement, nor is the Contractor authorized to use the County's Tax Exemption Number in securing such materials. The Contractor shall be responsible E for any and all taxes, or payments of withholding, related to services rendered under this Agreement. XXVII. GOVERNING LAW, VENUE, INTERPRETATION, COSTS AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Contractor agree that venue shall lie in the Sixteenth Judicial Circuit in and for Monroe County, or otherwise before the appropriate administrative body in Monroe County, Florida. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Both parties specifically waive their right to a trial by jury. This Agreement is not subject to arbitration. XXVIIL PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a response on a contract to provide goods or services to a public entity, may not submit a bid on a contract with a public entity for construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, F.S. for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. (CATEGORY TWO: $35,000.00). XXIX. AUTHORIZED SIGNATORY: The signatory for the Contractor, below, certifies and warrants that: (a) The Contractor's name in this Agreement is its full name. (b) He or she is authorized to act and contract on behalf of Contractor. XXX. SEVERABILITY If any term, covenant, condition, or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions, and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to reform this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. XXXI. ATTORNEY'S FEES AND COSTS The County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, 10 the County, if it prevails, shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. XXXII. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, successors, and assigns. XXXIII. AUTHORITY Each party represents and warrants to the other that the execution, delivery, and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. XXXIV. COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. XXXV. NO SOLICITATION/PAYMENT The County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, 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 it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. XXXVI. NON -WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Contractor in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. XXXVII. NON -RELIANCE BY NONPARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to .or benefit of any service or program contemplated hereunder, and the COUNTY and the CONTRACTOR agree that neither the 11 COUNTY nor the CONTRACTOR or any agent, officer, or employee, of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. XXXVIII. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of County in his or her individual capacity, and no member, officer, agent or employee of County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. XXXIX. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart. XL. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. XLI: INSURANCE POLICIES Contractor shall furnish proof of insurance prior to execution of this Agreement by the County. Coverage shall be maintained throughout the entire term of this Agreement, and failure to maintain coverage shall be considered a valid reason for the County to terminate this Agreement. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor as an authorized self - insurer, the COUNTY shall recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. a) General Insurance Requirements for Other Contractors and Subcontractors: As a pre -requisite of the work governed, the Contractor shall obtain, at its own expense, insurance as specified in any attached schedules, which are made part of this Agreement. The Contractor shall require all subcontractors to obtain insurance consistent with the attached schedules. Contractor shall ensure that any and all sub -contractors maintain the same types and amounts of insurance required of Contractor. The Contractor shall be named as an additional insured on all 12 subcontractors' liability policies. Upon request of County, Contractor shall provide such evidence of insurance required of the subcontractor. The Contractor will not be permitted to commence work governed by this Agreement (including pre -staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the County as specified below, and, where applicable, Contractor shall provide proof of insurance for all approved subcontractors. The Contractor shall maintain the required insurance throughout the entire term of this Agreement and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting from the failure of the Contractor to maintain the required insurance shall not extend deadlines specified in this Agreement and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for the Contractor's failure to maintain the required insurance. The Contractor shall provide, to the County, as satisfactory evidence of the required insurance, either: Certificate of Insurance; or • A Certified copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this Agreement. All insurance policies must specify that they are not subject to cancellation, non -renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the Contractor's insurance shall not be construed as relieving the Contractor from any liability or obligation assumed under this Agreement or imposed by law. The Monroe County Board of County Commissioners, its employees, and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation. b) INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN COUNTY AND CONTRACTOR Prior to the commencement of work governed by this Agreement, the Contractor shall obtain the following insurance. Coverage shall be maintained throughout the life of this Agreement and include, as a minimum: 13 Insurance Requirement Required Limits Worker's Compensation $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee Recognizing that the work governed by this Agreement involves Maritime Operations (not to be associate, with Longshoremen's Insurance) , the Contractor's Workers' Compensation Insurance Policy shall includ coverage for claims subject to the Federal Jones Act (46 U.S.C.A. subsection 688) with limits not less tha $1 million. The Contractor shall be permitted to provide Jones Act Coverage through a separate Protection an+ Indemnity Policy, insofar as the coverage provided is no less restrictive than would have been provided b; a Workers' Compensation policy. General Liability $300,000 Combined Single Limit If split limits are provided, the minimum limits acceptable shall be: $200,000 per person $300,000 per occurrence $200,000 property damage Vehicle Liability $300,000 Combined Single Limit If split limits are provided, the minimum limits acceptable shall be: $200,000 per person $300,000 per occurrence $200,000 property damage Pollution Liability $1 million per Occurrence Recognizing that the work governed by this Agreement involves the storage, treatment, processing, or transporting of potentially polluting material, the Contractor shall purchase and maintain, throughout the life of the contract, Pollution Liability Insurance which will respond to bodily injury, property damage, and environmental damage caused by a discharge of wastes which are governed by this Agreement. The policy must specifically identify this contract and specify that coverage will extend to all losses, claiming pollution or environmental impairment, arising out of the services governed by this Agreement. The minimum limits of liability shall be: $1 million per Occurrence If coverage is provided on a claims made basis, an extended claims reporting period of one (1) year will be required. Monroe County and its Board of County Commissioners shall be named as an Additional Insured. Watercraft Liability $1 million Combined Single Limit (CSL) 14 Prior to the commencement of work governed by this Agreement, the Contractor shall obtain Water Craft Liability Insurance with terms no less restrictive than those found in the standard "American Institute Hull Clauses" (June 2, 1977 edition). Coverage shall be maintained throughout the life of this Agreement and include, at a minimum: • Injury (including death) to any Person; • Damage to Fixed or Movable Objects; • Costs Associated with the Removal of Wrecked Vessels; and • Contractual Liability with Respect to this Agreement. If the policy obtained states that coverage applies for the "Acts or Omissions of a Vessel", it shall be endorsed to provide coverage for the legal liability of the shipowner. The minimum limits acceptable shall be: $1 million Combined Single Limit (CSL) Coverage provided by a Protection and Indemnity Club (P&I) shall be subject to the approval of the County. Monroe County and its Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. XLII. ENTIRE AGREEMENT This Agreement constitutes the entire Agreement between the County and the Contractor for the services contemplated herein. Any amendments or revisions to this agreement must be in writing and be executed in the same manner as this Agreement. Remainder of Page Intentionally Left Blank 15 IN WITNESS 'WHEREOF the parties hereto have executed this Amendment No.7 to this Agreement on the day and date first written above in four (4) counterparts, each of which shall, without proof or accounting for the other counterparts,'be-deemed an original contract. (SEAL) Attest: AMY HEA.VILIN, CLERK 0-0 Deputy Clerk By: M-' . WITNE Print name: CC' i Ei By:� W Print name: �I CO f. 1114 C e � rr 'STATE OF 'Y�d►'ia � BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: Mayor PUMPOU A, INC. By: Print name and official title: MONROE COUNTY ATTORNEY APPROVED AS TO FORM PETER MORRIS ASSISTANT COUrTTORIVEY Date: I j COUNTY -OF I On this day of A201j, before me the person whose name is subscribed above, and who swore an odG and produced aDW,<j2MZ as identification, and swore an oath that he is the person who executed the ab ve Agreement for the purposes, therein contained. No ry b4c Y1 Print Name My comm.ission expires:. i � I R SHELLIE DEVLIN Notary Public • state of Florida • •' Commi54S O" # FF 978718 My Comm Expires Apr 15, 2020 Bonded lnrou9A Ndlional Notary Assn. ATTACHMENT G Contract Provisions All contracts awarded by a recipient, including small purchases, shall contain the following provisions as applicable: 1. Equal Employment Opportunity - All contracts shall contain a provision requiring compliance with Executive Order (E.O.) 11246, "Equal Employment Opportunity," as amended by E.O. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and as supplemented by regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." 2. Copeland "Anti -Kickback" Act (18 U.S.C. 874 and 40 U.S.C. 276c) - All contracts and subgrants in excess of $2000 for construction or repair awarded by recipients and subrecipients shall include a provision for compliance with the Copeland "Anti -Kickback" Act (18 U.S.C. 874), as supplemented by Department of Labor regulations (29 CFR part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient shall be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he is otherwise entitled. The recipient shall report all suspected or reported violations to the Federal awarding agency. 3. Davis -Bacon Act, as amended (40 U.S.C. 276a to a-7) - When required by Federal program legislation, all construction contracts awarded by the recipients and subrecipients of more than $2000 shall include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 276a to a-7) and as supplemented by Department of Labor regulations (29 CFR part 5, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction"). Under this Act, contractors shall be required to pay wages to laborers and mechanics at a rate not less than the minimum wages specified in a wage determination made by the Secretary of Labor. In addition, contractors shall be required to pay wages not less than once a week. The recipient shall place a copy of the current prevailing wage detennination issued by the Department of Labor in each solicitation and the award of a contract shall be conditioned upon the acceptance of the wage detennination. The recipient shall report all suspected or reported violations to the Federal awarding agency. 4. Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333) - Where applicable, all contracts awarded by recipients in excess of $2000 for construction contracts and in excess of $2500 for other contracts that involve the employment of mechanics or laborers shall include a provision for compliance with Sections 102 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333), as supplemented by Department of Labor regulations (29 CFR part 5). Under Section 102 of the Act, each contractor shall be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is pennissible provided that the worker is compensated at a rate of not less than 1 '/z times the basic rate of pay for all hours worked in excess of 40 hours in the work week. Section 107 of the Act is applicable to construction work and provides that no laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. 5. Rights to Inventions Made Under a Contract or Agreement - Contracts or agreements for the perfonnance of experimental, developmental, or research work shall provide for the rights of the Federal Government and the recipient in any resulting invention in accordance with 37 CFR part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Finns Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. DEP Agreement No. MV 170, Attachment G, Page 1 of 3 6. Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act, as amended (33 U.S.C. 1251 et seq.) - Contracts and subgrants of amounts in excess of $100,000 shall contain a provision that requires the recipient to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et seq.). Violations shall be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). 7. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352) - Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient. 8. Debarment and Suspension (E.O.s 12549 and 12689) - No contract shall be made to parties listed on the General Services Administration's List of Parties Excluded from Federal Procurement or Nonprocurement Programs in accordance with E.O.s 12549 and 12689, "Debannent and Suspension." This list contains the names of parties debarred, suspended, or otherwise excluded by agencies, and contractors declared ineligible under statutory or regulatory authority other than E.O. 12549. Contractors with awards that exceed the small purchase threshold shall provide the required certification regarding its exclusion status and that of its principal employees. 9. Section 508 of the Federal Water Pollution Control Act, as amended (33 U.S.C. 1368) and Section 1424(e) of the Safe Drinking Water Act (42 U.S.C. 300h-3(e)) - Contracts and subgrants of amounts in excess of $100,000 shall contain a provision that requires the recipient to agree to comply with all applicable standards, orders or regulations issued pursuant to Section 508 of the Federal Water Pollution Control Act, as amended (33 U.S.C. 1368) and Section 1424(e) of the Safe Drinking Water Act (42 U.S.C. 300h-3(e)). Violations shall be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). 10. Compliance with all Federal statutes relating to nondiscrimination - These include but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352), which prohibits discrimination on the basis of sex; (b) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 795), which prohibits discrimination on the basis of handicaps; (c) the Age Discrimination Act of 1975, as amended (42 U.S.C. 6101-6107), which prohibits discrimination on the basis of age; (d) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (e) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; (f) Sections 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (g) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (h) any other nondiscrimination provisions in the specific statute(s) made; and, (i) the requirements of any other nondiscrimination statute(s) that may apply. if. Compliance with the requirements of Titles H and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (P.L. 91-646) that provide for fair and equitable treatment of persons displaced or whose property is acquired as a result of Federal or federally assisted programs. These requirements apply to all interests in real property acquired for project purposes regardless of Federal participation in purchases. 12. Compliance with the provisions of the Hatch Act (5 U.S.C. 1501 —1508 and 7324 — 7328) that limit the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds. DEP Agreement No. MV 170, Attachment G, Page 2 of 3 13. Compliance, if applicable, with flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234) that requires recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of insurable construction and acquisition is $10,000 or more. 14. Compliance with environmental standards which may be prescribed to the following: (a) institution of environmental quality control measures under the National Environinental Policy Act of 1969 (P.L. 91-190) and Executive Order 11514; (b) notification of violating facilities pursuant to E.O. 11738; (c) protection of wetlands pursuant to E.O. 11990; (d) evaluation of flood hazards in floodplains in accordance with E.O. 11988; (e) assurance of project consistency with the approved State management program developed under the Coastal Zone Management Act of 1972 (16 U.S.C. 1451 et seq.); (f) conformity with Federal actions to State (Clean Air) Implementation Plans under Section 176(c) of the Clean Air Act of 1955, as amended (42 U.S.C. 7401 et seq.); (g) protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, as amended (P.L. 93-523); and (h) protection of endangered species under the Endangered Species Act of 1973, as amended (P.L. 93-205). 15. Compliance with the Wild and Scenic Rivers Act of 1968 (16 U.S.C. 1271 et seq.) related to protecting components or potential components of the national wild and scenic rivers system. 16. Compliance with Section 106 of the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470), E.O. 11593 (identification and protection of historic properties), and the Archaeological and Historic Preservation Act of 1974 (16 U.S.C. 469a-1 et seq.). 17. Compliance with P.L. 93-348 regarding the protection of human subjects involved in research, development, and related activities supported by this award of assistance. 18. Compliance with the Laboratory Animal Welfare Act of 1966 (P.L. 89-544, as amended, 7 U.S.C. 2131 et seq.) pertaining to the care, handling, and treatment of warm blooded animals held for research, teaching, or other activities supported by this Agreement. 19. Compliance with the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.) that prohibits the use of lead -based paint in construction or rehabilitation of residence structures. 20. Compliance with the mandatory standards and policies relating to energy efficiency that are contained in the State energy conservation plan issued in accordance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). 21. Compliance with the Drug Free Workplace Act. The recipient shall comply with the provisions of the Drug -Free Workplace Act of 1988 (Public Law 100-690, Title V, Sec. 5153, as amended by Public Law 105-85, Div. A, Title VIII, Sec. 809, as codified at 41 U.S.C. § 702) and DoC Implementing regulations published at 43 CFR Part 43, "Governmentwide Requirements for Drug -Free Workplace (Financial Assistance)" published in the Federal Register on November 26, 2003, 68 FR 66534), which require that the recipient take steps to provide a drug -free workplace. 22. Compliance with the Buy American Act (41 U.S.C. 10a-10c) By accepting funds under this Agreement, the Grantee agrees to comply with sections 2 through 4 of the Act of March 3, 1933, popularly known as the `Buy American Act." The Grantee should review the provisions of the Act to ensure that expenditures made under this Agreement are in accordance with it. It is the sense of the Congress that, to the greatest extent practicable, all equipment and products purchased with funds made available under this Agreement should be Ammerican-made. 23. Compliance with the Trafficking Victims Protection Act of 2000 (2 CFR Part 175) By accepting funds under this Agreement, the Grantee agrees to implement the requirements of (g) of section 106 of the Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 U.S.C. 7104(g). 24. Registrations and Identification Information, the Grantee agrees to maintain current registration in the Central Contractor Registration (www.ccr.gov) System for Award Management (SAM) at all times during which they have active project funded with these funds. A Dun and Bradstreet Data Universal Numbering System (DUNS) Number (www.dnb.com) is one of the requirements for registration in the Central Contractor Registration. DEP Agreement No. MV 170, Attachment G, Page 3 of 3 ATTACHMENT H REGULATIONS Formal regulations concerning administrative procedures for Department of Interior (DOI) grants appear in Title 43 of the Code of Federal Regulations. The following list contains regulations and Office of Management and Budget Circulars which may apply to the work performed under this Agreement. General 43 C.F.R. 17 Nondiscrimination in federally assisted programs of the DOI Grants and Other Federal Assistance 43 C.F.R. 12 Subpart C - Uniform administrative requirements for grants and cooperative agreements to state and local governments 43 C.F.R. 12 Subpart F - Uniform administrative requirements for grants and agreements with institutions of higher education, hospitals and other nonprofit organizations 43 C.F.R. 18 New restrictions on lobbying 43 C.F.R. 43 Government wide requirements for drug -free workplace Other Federal Regulations 2 C.F.R. 1400 Suspension and Debarment 48 C.F.R. 31 Contract Cost Principles and Procedures Office of Management and Budget Circulars A-21 (2 CFR 220) Cost Principles for Educational Institutions A-87 (2 CFR 225) Cost Principles for State, Local, and Indian Tribal Governments A-122 (2 CFR 230) Cost Principles for Non -Profit Organizations A-133 I Audit Requirements REMAINDER OF PAGE INTENTIONALLY LEFT BLANK DEP Agreement No. MV 174, Attachment H, Page 1 of 1 EXHIBIT A Scope of Services For Mobile Vessel Pumpout Service Pumpout USA will provide mobile vessel pumpout service to vessels located throughout areas of unincorporated Monroe County within the Florida Keys. The pumpout service is provided to reduce or eliminate environmental impacts associated with the illegal discharge of sewage from vessels, and further enable compliance with regulations of the federal No Discharge Zone and vessel restricted areas (i.e. Managed Anchoring Zones) in Monroe County. The following sections describe the Scope of Work and Deliverables for the provision of mobile vessel pumpout service. Section A: Scope of Work 1. Mobile Vessel Pumpout Service Pumpout USA will provide mobile vessel pumpout service (Service) consisting of a minimum of four active marine pumpout vessels, and three backup pumpout vessels, to service (i.e. pumpout) recreational vessels located in the unincorporated area (waters) of Monroe County within the Florida Keys. The Service will be provided 8 hours per day, 5 business days per week in the area (waters) designated on the attached Mobile Pumpout Service Coverage Map (Attachment 1). Each pumpout vessel placed into service will be capable of servicing up to twelve vessels per day and each will be trailerable to locate to other service areas, as needed. The pumpout service, provided at no charge to all recreational vessels in the unincorporated area (waters) of Monroe County within the Florida Keys (up to once per week), will be provided to anchored -out vessels. Pumpout USA may also provide service to vessels at marinas (with priority given to marinas without pumpout facilities), but only after all anchored -out vessels are serviced. The first priority of each pumpout vessel will be servicing anchored vessels located in established Managed Anchoring Zones, as identified in the attached County anchoring ordinance (Attachment 2). Pumpout USA will provide service to vessels anchored in Managed Anchoring Zones, whether registered for pumpout service or otherwise, in accordance with the frequency described in Monroe County Ordinance 36-2012 (the County anchoring ordinance). Pumpout USA will also provide as -needed pumpout service to vessels located outside of Managed Anchoring Zones, whether registered for pumpout service or otherwise. If the County anchoring ordinance establishing the Managed Anchoring Zones expires, Pumpout USA will provide service throughout the unincorporated area (waters) of Monroe County within the Florida Keys on an as -needed basis. Vessel owners will be encouraged by the County and Pumpout USA to register for routine pumpout service (see Registration of Customers below), which will assist in streamlining the service through the utilization of `identification decals' indicating participation in the pumpout program and orange flags to be flown when in need of a pumpout (decals and flags to be provided by Pumpout USA). Vessel waste will be offloaded and properly disposed of utilizing fixed pumpout stations located throughout the Keys, and when necessary hauled out by licensed haulers. In addition, the Contractor shall adhere to, and provide for, items described in the "Tasks / Deliverables" included in the DEP/CVA Agreement (attached). 2. Staffing Pumpout USA, at its own expense, will provide all personnel required to perform this contract and all personnel engaged in performing services under this contract shall be fully qualified, and, if required, to be authorized or permitted under State and local law to perform such services. Pumpout USA personnel shall not be employees of or have any contractual relationship with the County. The Contractor will provide Pumpout Vessel Captains and a Maintenance Captain, as well as a Project Manager that has extensive experience and training in the pumpout industry. The Project Manager will maintain an office and his/her primary duties will include: • Coordinating pump -out schedules; • Registering customers for service; • Obtaining registrants' contact information and location for pump -out service; • Contact point for FWC concerning "Proof of Pumpout" of vessels located in Managed Anchoring Zones. The Pumpout Vessel Captains and Maintenance Captain are employees of the Contractor and duties are: • Operate pumpout vessel on a weekly schedule within their designated service areas; • Maintain a supply of identification decals and orange pumpout flags; • Maintain a written daily log identifying date, miles traveled, pumpouts performed, gallons pumped from each vessel, and fuel purchased with receipt for reporting and reimbursement purposes. 3. Registration of Customers Registration forms for participation in the program will be made available online through the Pumpout USA website. Additionally, registration forms will be made available at various sporting -goods retailers, the Monroe County Marine Resources Office, various marinas, and directly from pumpout vessel operators in the service areas. Registration to participate in the program is free for recreational vessels. The participant submits his/her registration information, which will be entered into the service schedule. Upon the first visit by the pumpout vessel the pumpout vessel operator will affix the identification decal to the bow of the vessel (adjacent to the state vessel registration decal location), and attach the orange service banner to the bow rail. A service schedule for each pumpout vessel placed in service will be made available on the Pumpout USA website. The registration forms provided on the website will request the mooring location of the vessel (lat/long), registration number and state, size and type of the vessel, the name of the vessel, and a point of contact for the vessel. The registration form must be signed by the vessel owner and/or captain and allows the Pumpout USA Pumpout Vessel Captain permission to pumpout the participating vessel and board the vessel, if necessary. 4. Public Education Pumpout USA will develop a website, public education materials, instructional materials, marketing materials, and registration packets in support of the mobile vessel pumpout service program. All educational materials will focus on the importance of clean water and the impacts of sewage discharge into the environment. These materials will be made available online through the Pumpout USA website and distributed to participating marinas, local sporting goods merchants, Monroe County Offices, and FWC where they can be accessed by vessel owners and be distributed by FWC and Pumpout Vessel Captains. The Project Manager (or his/her designee) will also participate in, and promote clean water through this pumpout service at public gatherings, marina meetings, Fishing Clubs, Civic Organization Meetings, Secondary Education Science Classes, etc. 5. Coordination with County staff and FWC Pumpout USA will identify to the FWC any anchored vessels that are not participating in the program or requesting pumpouts. Each Pumpout Vessel Captain will give special attention to vessels in Managed Anchoring Zones and will communicate on a regular basis to the Project Manager for FWC reporting. Section B: Deliverables 1. Monthly Pumpout Logs Signed monthly pumpout logs will be submitted, specific to each pumpout vessel and broken down by service area, indicating the number of pumpouts performed, volume of sewage pumped out, and number of individual vessels pumped out. 2. Quarterly Reports Pumpout USA will submit signed, notarized quarterly reports showing: • Number of pumpouts performed in each service area (including number of out of state vessels) and total for the Keys; • Gallons of sewage pumped from each service area and total for the Keys; • Total number of individual vessels pumped out; • The routes and locations of the pumpout vessels; • Gallons of fuel used in support of program; • Education and outreach activities. 3. Invoicing Pumpout USA will submit a signed invoice on Pumpout USA letterhead for each quarter's payment, as stipulated in the contract. The invoice cost (as described in the contract) will be based on a per unit rate. In addition to the above described reporting and invoicing requirements, the Contractor will provide all receipts, invoices and other applicable documents as described in the body of the Agreement, and as required by the DEP funding agreements associated with, and referenced in the Agreement (and attached). Attachment 1 to Exhibit A Mobile Pumpout Service Coverage Map Keys -Wide Area Mobile Pumpout Service Coverage Map Marathon and Key Colony Beach Areas e N W+I s m m Data Source: Monroe County - Marine Resources - GIS 60 4p I C w C A x ui C w 0 C 0 —_ Land Municipality Jurisdictional Waters Packet Pg. 1433 0 (Z� V uz 0 m m �I 75 1 onroe County - Marine Resources - GIS Mobile Pumpout Service Coverage MP Village lslamoradakrea C-P C;V m E Cn ........... "ZI - ----- E 0- 6 z E E 0 x ui 2 cs E cs Land Municipality Jurisdictional Waters FPacket Pg. 1434 UGpUGL O 83UeU'paca BulJOq3ue-L`ca UaU o 'q"Attachment 2 to Exhibit A C6 r a �c r ly it } ■ I r �, 0 0- 81 WHEREAS, the Monroe County Board of County Commissioners provided direction 82 its September 21, 2011 meeting for staff to draft an anchoring ordinance to provide 83 managed anchoring zones with accompanying regulations, and to coordinate with 84 Cities of Marathon and Key West for the inclusion of ordinance language providing 85 anchoring regulations in association with their respective mooring fields; and 86 87 WHEREAS, at the September 21, 2011 Monroe County Board of Co 88 Commissioners meeting the Board received a request from a representative of Wist 89 Island to have Key West harbor included as a managed anchoring zone, and the Bo 50 approved the inclusion of that area as a managed anchoring zone; and 91 0 92 WHEREAS, the Monroe County Board of County Commissioners provided additional 93 direction at its January 19, 2012 meeting for the anchoring ordinance to provide for four 94 managed anchoring zones, and revised the regulations for development to be applied 95 within those zones; and 96 97 WHEREAS, the Monroe County Board of County Commissioners at its April 18, 2012 98 meeting accepted a request by the City of Marathon to include the greater Boot Key 99 Harbor area as a fifth managed anchoring zone, heard concerns from the Navy, and 100 directed staff to include a prohibition on vessels within managed anchoring zones that 101 exhibit conditions known to precede a derelict vessel condition, eliminate floating 102 structures language and eliminate USCG Auxiliary Vessel Safety Check language 103 pending a recommendation from the USCG; and 104 105 WHEREAS, the Monroe County Board of County Commissioners at its May 16, 2012 106 meeting accepted a request by Naval Air Station Key West to make areas of Boca Chica. 107 basin, encompassed by the Navy Accident Potential Zone and baybottom, a no anchoring 108 zone to ensure the safety and security of the public; and 109 110 WHEREAS, the Monroe County Board of County Commissioners has indicated that the III anchoring ordinance should not be over -reaching and not overburden transient boaters; 112 and 113 114 WHEREAS, it is the intention of the Monroe County Board of County Commissioners to 115 optimize the incentive for vessel owners, who contribute to Boating Improvement Funds 116 through vessel registration fees and contribute to DEP Clean Vessel Act Program funds 117 through marine fuel taxes, to properly pumpout and comply with existing sewage 118 discharge regulations within the federal No Discharge Zone in the Keys, by providing 119 free pumpout service to vessels located in managed anchoring zones and which are 120 served by the County pumpout program; and 121 122 WHEREAS, Monroe County staff is negotiating a contract with the National Marine 123 Waste Foundation to provide free pumpout service to vessels anchored in unincorporated 124 areas of the Florida Keys and to provide for a registration process, with accompanying 125 participation stickers or tags to be displayed on vessels indicating proof of regular 126 pumpouts; and 127 128 WHEREAS, because the anchoring ordinance is a test program the Monroe County 129 Board of County Commissioners desires that vessel owners be provided wamings by 130 enforcement officers prior to the issuance of citations, to allow every opportunity for the 131 vessel owner to comply with the described regulations; and 132 133 WHEREAS, the anchoring ordinance shall provide for the regulation of both liveaboard 134 and non-liveaboard. vessels; and 13 5 136 WHEREAS, the Monroe County Board of County Commissioners encourages FWC to 137 fally implement the agency's At Risk Program in designated managed anchoring zones as 11111111111 1 1 1 �� i rd 11111111111 1 1 1 �� i 4UGWpug WV:6W0 83ueulPJOBulJOq3ue-L-ON4uawpug wVo4V4!q!qx3O4Z4uGwq3e44V:4uGwq3e44V co - 9 11111111111 1 1 1 �� i 1 111'94 1 MC-3 VA 0 FQ9J VVit 0 ION I 4UGWpus WV:6W0 83ueulPJOBulJOq3ue-L-ON4uawpus wVo4V4!q!qx3O4Z4uGwq3e44V:4uGwq3e44V co 371 Section 5 * Codification. The provisions of this ordinance shall be included and 372 incorporated into the Code of Ordinances of Monroe County, Florida and shall be 373 numbered to conform with the uniform numbering system of the Code. 374 375 Section 6. Expiration Date. The FWC Pilot Program is scheduled to expire on July 376 1, 2014, unless extended by the Florida State Legislature. This ordinance shall expire or 377 bee concurrently with the FWC Pilot Program. 378 379 380 381 382 383 PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, 384 Florida at a regular meeting held on the 17th day of October, 2012. 385 386 Mayor David Rice Yes 387 Mayorpro to Kim Wigington Yes 389 Comn-dssioner George Neugent Yes 389 Commissioner Heather CarruthersYes 390 Commissioner Sylvia Murphy Yes . . . ............. 391 392 393 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS 394 395 Attest: DANNY L. KOLHAGE, CLERK 396 % 397 By IL-4ct cZr By 398 Deputy Clerk Maykl5avid Rice STATE OF FLORIDA COUNTY OFILMONPOE This Copy is aTrue C,)nyof the Orizinalon He in':his bffice. Witness ;ny hand and Official Seat. This (0 d "y of J A.D., 20 DANNY 11. i,'Y)LHAGE C I k L'4'r C U I f, BY E Boca Chita Harbor Attachment s of Managed Anchoring Zones Attach A- � 1 Key West Harbor Attachment - pl Cow Key Channel Attachment A- p3 Boot Key Harbor Attachment - a.4 Boot Key Harbor Attachment anchoring Buffer Zones Attachment - pd i Kerr West rz Field/Seaplane Basin Attachment y . Boca Chita Basin DEP AGREEMENT NO. MV-204 FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION GRANT AGREEMENT FOR CLEAN VESSEL ACT GRANT PROGRAM PROJECT NO. CVA16-786 THIS AGREEMENT is entered into between the STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION, whose address is 3900 Connmonwealth Boulevard, Tallahassee, Florida 32399-3000 (hereinafter referred to as the "Department") and the MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, whose address is 500 Whitehead Street, Key West, FL 33040 (hereinafter referred to as the "Grantee"), to conduct Clean Vessel Act Grant; CVA16-786, Monroe County Board of County Coimmissioners, approved under the Clean Vessel Act Grant Program (CFDA 15.616) WHEREAS, the Department is the recipient of federal financial assistance from the Department of Interior, U.S. Fish and Wildlife Service through Grant Agreement No. F14AP00978; and, WHEREAS, as the result of this Agreement the Grantee has been determined to be a subrecipient of federal financial assistance from the U.S. Fish and Wildlife Service. NOW, THEREFORE, in consideration of the promises and the mutual benefits to be derived herefrom, the Department and the Grantee do hereby agree as follows: 1. TERMS OF AGREEMENT: A. The Agreement shall be performed in accordance with the Federal Clean Vessel Act Grant Program Guidelines (50 CFR Parts 80 and 85), which are hereby incorporated by reference as if fully set forth herein. B. The Grantee agrees to conduct the project known as the Clean Vessel Act Grant; CVA16-786, Monroe County Board of County Coimmissioners (hereinafter referred to as the "Service"), in accordance with the terns and conditions set forth in this Agreement, the Scope of Work and Conditions, provided as Attachment A, and all exhibits and attachments referenced herein and made a part hereof. C. By executing this Agreement, the Department certifies that a site visit may be conducted by Department personnel to verify and document that the Service activities and location of the Service described in Attachment A meet the categorical exclusion criteria under the National Environmental Policy Act (NEPA) and that activities conducted as a result of this Agreement will have no impact on any species listed in the NEPA criteria. The Department will maintain the site visit documentation in its files in Tallahassee in accordance with the conditions of the Department's source grant agreement with the U.S. Fish and Wildlife Service. D. The Service performed under this Agreement shall be performed in conjunction with, not in lieu of, the Service performed under DEP Contract No. MV-205. Recipient shall not be reimbursed for any Service reported and compensated under this Agreement that is reported for compensation under that contract or any other contract or agreement. 2. PERIOD OF AGREEMENT: A. This Agreement shall begin July 1, 2016, and remain in effect until June 30, 2017, inclusive, which shall also be the Service completion date. This Agreement may be amended from time to time to provide additional services if additional funding is made available by the U.S. Fish and Wildlife Service and/or the Legislature. DEP Agreement No. MV-204 Page 1 of 18 B. The Grantee may claim allowable Service expenditures made on or after July 1, 2016, for purposes of meeting its match requirement identified in paragraph 3.A. 3. FUNDING/CONSIDERATION/INVOICING: A. As consideration for the Service rendered by the Grantee under the terms of this Agreement, the Department shall pay the Grantee on a cost reimbursement basis up to a maximum of $172,350 towards the Total Service Cost of $229,800 as described in Attachment A, Scope of Work and Conditions. The parties hereto understand and agree that this Agreement requires at least a 25% match on the part of the Grantee. Therefore, the Grantee is responsible for providing $57,450 as match in the form of cash or in -kind service. B. The Grantee shall be reimbursed on a cost reimbursement basis for all eligible Service costs upon the completion, submittal and approval of each deliverable identified in Attachment A, in accordance with the schedule therein. Reimbursement shall be requested utilizing Attachment B, Grant Payment/Match Request Form. To be eligible for reimbursement, costs must be in compliance with laws, rules and regulations applicable to expenditures of State funds, including, but not limited to, the Reference Guide for State Expenditures, which can be accessed at the following web address: http://www.lnvfloridaefo.corn/aadir/reference_ guide/. All invoices for amounts due under this Agreement shall be submitted in detail sufficient for a proper pre -audit and post -audit thereof. The Grantee shall submit a final invoice to the Department no later than 60 calendar days following the Service completion date set forth in paragraph 2.A., to assure the availability of funds for final payment. The Service perfonned pursuant to Attachment A must be perfonned on or before the completion date of the Agreement, and the subsequent sixty-day calendar period merely allows the Grantee to finalize invoices and backup documentation to support the final payment request. Each payment request submitted shall document all matching funds and/or match efforts (i.e., with in -kind services) provided during the period covered by each request. No payment will be processed until the match requirement has been met. All match shall meet the federal requirements established in 43 CFR, Part 12 and other federal statutory requirements, as applicable. See table 3.E. below. C. The Chief Financial Officer requires detailed supporting documentation of all costs under a cost reimbursement agreement. The Grantee shall comply with the minimum requirements set forth in Attachment C, Contract Payment Requirements. The Payment Request Summary Fonn shall be accompanied by supporting documentation and other requirements as follows for each deliverable: Salaries/Wages — The Grantee may be reimbursed for documented hourly rate of pay or multipliers (i.e., fringe benefits, overhead, indirect, and/or general and administrative rates). List personnel involved, salary rates and hours spent on the Service in accordance with Attachment A, Scope of Work and Conditions. ii. Overhead/Indirect/General and Administrative Costs — All multipliers used (i.e., fringe benefits, overhead, indirect, and/or general and administrative rates) shall be supported by audit. If the Department determines that multipliers charged by the Grantee exceeded the rates supported by audit, the Grantee shall be required to reimburse such funds to the Department within thirty (30) calendar days of written notification. Interest on the excessive charges shall be calculated based on the prevailing rate used by the State Board of Administration. a. Fringe Benefits (Employee Benefits) — Shall be calculated at the rate of up to 15% of hourly rate. b. Indirect Cost/General and Administrative Rates — Grantee will not be reimbursed for indirect costs and/or general and administrative rates. DEP Agreement No. MV-204 Page 2 of 18 iii. Contractual (Subcontractors) — If contractual services are set forth as an allowable expenditure in Attachment A, reimbursement requests for payments to subcontractors must be substantiated by copies of invoices with backup documentation identical to that required from the Grantee. Subcontracts that involve payments for direct salaries shall clearly identify the personnel involved, hourly rate of pay, and hours spent on the Service. All multipliers used (i.e., fringe benefits, overhead, indirect, and/or general and administrative rates) shall be supported by audit. If the Department detennines that multipliers charged by any subcontractor exceeded the rates supported by audit, the Grantee shall be required to reimburse such funds to the Department within thirty (30) calendar days of written notification. Interest on the excessive charges shall be calculated based on the prevailing rate used by the State Board of Administration. For fixed -price (vendor) subcontracts, the following provisions shall apply: a. The Grantee may award, on a competitive basis, fixed -price subcontracts to consultants/contractors in perfonning the Service described in Attachment A. Invoices submitted to the Department for fixed -price subcontracted activities shall be supported with a copy of the subcontractor's invoice and a copy of the tabulation form for the competitive procurement process (i.e., Invitation to Bid or Request for Proposals) resulting in the fixed -price subcontract. b. The Grantee may request approval from the Department to award a fixed - price subcontract resulting from procurement methods other than those identified in the paragraph above. In this instance, the Grantee shall request the advance written approval from the Department's Grant Manager of the fixed price negotiated by the Grantee. The letter of request shall be supported by a detailed budget and Scope of Services to be perfonned by the subcontractor. Upon receipt of the Department Grant Manager's approval of the fixed -price amount, the Grantee may proceed in finalizing the fixed -price subcontract. All subcontracts are subject to the provisions of paragraph 11 and any other appropriate provisions of this Agreement which affect subcontracting activities. iv. Travel —The Grantee will not be reimbursed for travel expenses under the terns and conditions of this Agreement. Equipment — (Capital outlay costing $1,000 or more) — If equipment is set forth as an allowable expenditure in Attachment A, reimbursement for the purchase of equipment is subject to specific approval of the Department. Include copies of invoices or receipts to document purchases, and a properly completed Attachment G, Equipment/Property Summary Form. vi. Rental/Lease of Equipment — If rental or lease of equipment is set forth as an allowable expenditure in Attachment A, include copies of invoices or receipts to document charges. vii. Other Expenses — If other expenses are set forth as an allowable expenditure in Attachment A, for example, materials, supplies, reproduction, and other expenses, they must be documented by itemizing and including copies of receipts or invoices. Additionally, independent of the Grantee's contract obligations to its subcontractor, the Department shall not reimburse any of the following types of charges: cell phone usage, attorney's fees, civil or administrative penalties, or handling fees, such as set percent overages associated with purchasing supplies or equipment. DEP Agreement No. MV-204 Page 3 of 18 D. For the purchase of goods or services costing more than $2,500 and less than $100,000, the Grantee shall obtain at least two written quotes. The quotes must be submitted to the Department for review and approval of the quote amount prior to the commencement of any work under this Agreement. Written quotes shall be for items that are alike in function, operation and purpose. A written explanation must be provided whenever the Grantee proposes the use of a vendor quoting other than the lowest price. The Department may, by written notice, demand that the County reject all quotes, and (the Department) may require additional documentation supporting the anticipated Project costs. The Department shall make no reimbursement from grant funds until this documentation has been provided and approved. Any purchase over $100,000 shall comply with the procurement requirements described in 43 CFR 12.76. E. Allowable costs will be detennined in accordance with the cost principles applicable to the organization incurring the costs. For purposes of this Agreement, the following cost principles are incorporated by reference. For Federal Awards made PRIOR to December 26, 2014 Organization Type Applicable Cost Principles State, local or Indian tribal goverm-nent. OMB Circular A-87 (2 CFR 225) Private non-profit organization other than an (1) institution of higher education, (2) hospital, or (3) OMB Circular A-122 (2 CFR 230) organization named in OMB Circular A-122 as not subject to that circular. Education Institutions OMB Circular A-21 (2 CFR 220) 48 CFR Part 31, Contract Cost Principles For -profit organization other than a hospital and an and Procedures, or uniform cost organization named in OMB A-122 as not subject accounting standards that comply with to that circular. cost principles acceptable to the federal agency. For Federal Awards made AFTER December 26, 2014 Organization Type Applicable Cost Principles 2 CFR Part 200 Unifonm Administrative State, local or Indian tribal goverm-nent. Requirements, Costs, Principals and Audit Requirements for Federal Awards Private non-profit organization other than an (1) 2 CFR Part 200 Unifonm Administrative institution of higher education, or (2) hospital. Requirements, Costs, Principals and Audit Requirements for Federal Awards 2 CFR Part 200 Unifonm Administrative Education Institutions Requirements, Costs, Principals and Audit Requirements for Federal Awards 48 CFR Part 31, Contract Cost Principles For -profit organization other than a (1) hospital, or and Procedures, or unifonm cost (2) educational institute. accounting standards that comply with cost principles acceptable to the federal agency- F. Any State agency or agency of a political subdivision of a State which is using appropriated Federal funds shall comply with the requirements set forth in Section 6002 of the Resource Conservation and Recovery Act (RCRA) (42 U.S.C. 6962). Regulations issued under RCRA Section 6002 apply to any acquisition of an item where the purchase price exceeds $10,000 or where the quantity of such items acquired in the course of the preceding fiscal year was $10,000 or more. RCRA Section 6002 requires that preference be given in procurement programs to the purchase of specific products containing recycled materials identified in guidelines developed by EPA. These guidelines are listed in 40 CFR 247. DEP Agreement No. MV-204 Page 4 of 18 G. i. The Grantee's accounting systems must ensure that these funds are not coininingled with funds from other agencies. Funds from each agency must be accounted for separately. Grantees are prohibited from cormningling funds on either a prograin-by-program or a project -by -project basis. Funds specifically budgeted and/or received for one project may not be used to support another project. Where a Grantee's, or subrecipient's, accounting system cannot comply with this requirement, the Grantee, or subrecipient, shall establish a system to provide adequate fund accountability for each project it has been awarded. ii. If the Department finds that these funds have been commingled, the Department shall have the right to demand a refund, either in whole or in part, of the funds provided to the Grantee under this Agreement for non-compliance with the material terms of this Agreement. The Grantee, upon such written notification from the Department shall refund, and shall forthwith pay to the Department, the amount of money demanded by the Department. Interest on any refund shall be calculated based on the prevailing rate used by the State Board of Administration. Interest shall be calculated from the date(s) the original payrnent(s) are received from the Department by the Grantee to the date repayment is made by the Grantee to the Department. iii. In the event that the Grantee recovers costs, incurred under this Agreement and reimbursed by the Department, from another source(s), the Grantee shall reimburse the Department for all recovered funds originally provided under this Agreement. Interest on any refund shall be calculated based on the prevailing rate used by the State Board of Administration. Interest shall be calculated from the date(s) the payrnent(s) are recovered by the Grantee to the date repayment is made to the Department by the Grantee. H. The federal funds awarded under this Agreement roust comply with The Federal Funding Accountability and Transparency Act (FFATA) of 2006. The intent of the FFATA is to empower every American with the ability to hold the government accountable for each spending decision. The end result is to reduce wasteful spending in the govermment. The FFATA legislation requires that information on federal awards (federal financial assistance and expenditures) be made available to the public via a single, searchable website, which is www.USASpending_gov. Grant Recipients awarded a new Federal grant greater than or equal to $25,000 awarded on or after October 1, 2010 are subject to the FFATA. The Grantee agrees to provide the information necessary, over the life of this Agreement, for the Department to comply with this requirement. L Prior written approval from the Department's Grant Manager shall be required for changes within approved budget categories of up to 10% of the total budget amount. The Department Grant Manager will transmit a copy of the written approval and revised budget to the Department Procurement Office and the Department Contracts Disbursements Office for inclusion in the Agreement file. Changes greater than 10% of the total approved budget will require a forinal Change Order to the Agreement. Changes that transfer funds from one cost category to another or that increase or decrease the total funding amount will require a formal amendment to the Agreement. No reimbursement will be made that exceeds the grant award amount. An increase in funding or a completion date extension will require a formal written amendment to this Agreement. 4. ANNUAL APPROPRIATION: The State of Florida's perfonnance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. The parties hereto understand that this Agreement is not a cormnitment of future appropriations. The parties hereto understand that this Agreement is not a cormnitment of future appropriations. Authorization for continuation and completion of the Service and payment associated therewith may be rescinded with proper notice at the discretion of the Department if Legislative appropriations are reduced or eliminated. The Grantee acknowledges that receipt of this grant does not imply nor guarantee that a federal, state or local pen -nit will be issued for a particular activity. DEP Agreement No. MV-204 Page 5 of 18 Further, the Grantee agrees to ensure that all necessary permits are obtained prior to implementation of any grant funded activity that may fall under applicable federal, state or local laws. In addition, the Department's performance and obligation to pay under this Agreement is also contingent upon federal funding appropriations and grants. 5. REPORTS AND PROGRAM REQUIREMENTS: A. The Grantee shall submit progress reports, on the fonn provided as Attachment D, Progress Report Form, on a quarterly basis until the Service completion, June 30, 2017, as identified in paragraph 2.A. Progress reports shall describe the Service performed during each quarter from the date of execution to the Service completion date, problems encountered, problem resolution, schedule updates and proposed Service for the next reporting period. It is hereby understood and agreed by the parties that the term "quarterly" shall reflect the calendar quarters ending September 30, December 31, March 31 and June 30. Reports shall be submitted to the Department's Grant Manager no later than thirty (30) calendar days following the completion of the quarterly reporting period. The Department's Grant Manager shall have thirty (30) calendar days to review deliverables submitted by the Grantee. B. If required by Attachment A, the Grantee shall provide a quarterly pummpout report in accordance with the requirements and timefraimes set forth in Attachment A. C. Purmpout facilities, purmpout vessels, or dump station Service will be provided free of charge or for a fee not to exceed $5 per vessel. Fees greater than $5 require prior written cost justification approval by the Department. If fees are collected, such proceeds shall be accounted for, and used by the operator exclusively to defray operation and maintenance costs of the purmpout equipment and associated materials. An accounting of all fees collected will be provided on the quarterly pumpout report described above. 6. INDEMNIFICATION: Each party hereto agrees that it shall be solely responsible for the negligent or wrongful acts of its employees and agents. However, nothing contained herein shall constitute a waiver by either party of its sovereign iiu-nunity or the provisions of Section 768.28, Florida Statutes. Nothing herein shall be construed as consent by a state agency or subdivision of the State of Florida to be sued by third parties in any smatter arising out of any contract or Agreement. 7. DEFAULT/TERMINATION/FORCE MAJEURE: A. The Department may tenninate this Agreement at any time in the event of the failure of the Grantee to fulfill any of its obligations under this Agreement or if any warranty or representation made by Grantee in this Agreement or in its application for funding shall at any time be false or misleading in any respect. Prior to termination, the Department shall provide thirty (30) calendar days' written notice of its intent to tenninate and shall provide the Grantee with an opportunity to consult with the Department regarding the reason(s) for termination. B. The Department may tenninate this Agreement for convenience by providing the Grantee with thirty (30) calendar days' written notice. If the Department terminates the Agreement for convenience, the Department shall notify the Grantee of such termination, with instructions as to the effective date of termination or specify the stage of Service at which the Agreement is to be tenninated. If the Agreement is tenninated before performance is completed, the Grantee shall be paid only for that portion of the Service satisfactorily performed for which costs can be substantiated. C. Records made or received in conjunction with this Agreement are public records under Florida law. Such records may also be subject to the Federal Freedom of Information Act. This Agreement may be unilaterally canceled by the Department for refusal by the Grantee to allow DEP Agreement No. MV-204 Page 6 of 18 public access to all documents, papers, letters, or other material made or received by the Grantee in conjunction with this Agreement, unless the records are exempt from Section 24(a) of Article I of the State Constitution and Section 119.07(1)(a), Florida Statutes. D. If a force majeure occurs that causes delays or the reasonable likelihood of delay in the fulfillment of the requirements of this Agreement, the Grantee shall promptly notify the Department orally. Within seven (7) calendar days, the Grantee shall notify the Department in writing of the anticipated length and cause of the delay, the measures taken or to be taken to minimize the delay and the Grantee's intended timetable for implementation of such measures. If the parties agree that the delay or anticipated delay was caused, or will be caused by a force majeure, the Department may, at its discretion, extend the time for perfonmance under this Agreement for a period of time equal to the delay resulting from the force majeure upon execution of an amendment to this Agreement. Such agreement shall be confinmed by letter from the Department accepting, or if necessary, modifying the extension. A force majeure shall be an act of God, strike, lockout, or other industrial disturbance, act of the public enemy, war, blockade, public riot, lightning, fire, flood, explosion, failure to receive timely necessary third party approvals through no fault of the Grantee, and any other cause, whether of the kind specifically enumerated herein or otherwise, that is not reasonably within the control of the Grantee and/or the Department. The Grantee is responsible for the perfonmance of all Service issued under this Agreement. Failure to perform by the Grantee's consultant(s) or subcontractor(s) shall not constitute a force majeure event. E. This Agreement may be terminated by the Department if written confirmation is received from the Grantee that the pmmpout vessel or the pmmpout equipment has been destroyed by an act of nature. F. This Agreement may be terminated by the Department if the Grantee fails to comply with the reporting requirements associated with this Agreement, any previous agreement, or any other current agreement with the Department. In such an event, the Department may impose financial consequences pursuant to Provision 8, below, under this and another other agreement. 8. REMEDIES/FINANCIAL CONSEQUENCES: A. No payment will be made for deliverables deemed unsatisfactory by the Department. In the event that a deliverable is deemed unsatisfactory by the Department, the Grantee shall re -perform the Service needed for submittal of a satisfactory deliverable, at no additional cost to the Department, within ten (10) calendar days of being notified of the unsatisfactory deliverable. If a satisfactory deliverable is not submitted within the specified timefraime, the Department may, in its sole discretion, either: 1) tenminate this Agreement for failure to perform subject to paragraph 7 of this Agreement, or 2) the Department Grant Manager may, by letter specifying the failure of perfonmance under this Agreement, request that a proposed Corrective Action Plan (CAP) be submitted by the Grantee to the Department. All CAPS must be able to be implemented and perfonmed in no more than sixty (60) calendar days. A CAP shall be submitted within ten (10) calendar days of the date of the letter request from the Department. The CAP shall be sent to the Department Grant Manager for review and approval. Within ten (10) calendar days of receipt of a CAP, the Department shall notify the Grantee in writing whether the CAP proposed has been accepted. If the CAP is not accepted, the Grantee shall have ten (10) calendar days from receipt of the Department letter rejecting the proposal to submit a revised proposed CAP. Failure to obtain the Department approval of a CAP as specified above shall result in the Department's termination of this Agreement for cause as authorized in this Agreement. ii. Upon the Department's notice of acceptance of a proposed CAP, the Grantee shall have ten (10) calendar days to coimimence implementation of the accepted plan. Acceptance of the proposed CAP by the Department does not relieve the Grantee of any of its obligations under the Agreement. In the event the CAP fails to correct or eliminate DEP Agreement No. MV-204 Page 7 of 18 9. perfonnance deficiencies by Grantee, the Department shall retain the right to require additional or further remedial steps, or to terminate this Agreement for failure to perform. No actions approved by the Department or steps taken by the Grantee shall preclude the Department from subsequently asserting any deficiencies in perfonnance. The Grantee shall continue to implement the CAP until all deficiencies are corrected. Reports on the progress of the CAP will be made to the Department as requested by the Department Grant Manager. iii. Failure to respond to a Department request for a CAP or failure to correct a deficiency in the perfonnance of the Agreement as specified by the Department may result in tennination of the Agreement. The remedies set forth above are not exclusive and the Department reserves the right to exercise other remedies in addition to or in lieu of those set forth above, as permitted by this Agreement. B. If the Grantee materially fails to comply with the terms and conditions of this Agreement, including any Federal or State statutes, rules or regulations, applicable to this Agreement, the Department may take one or more of the following actions. Temporarily withhold cash payments pending correction of the deficiency by the Grantee. ii. Disallow (that is, deny both use of funds and any applicable matching credit for) all or part of the cost of the activity or action not in compliance. iii. Wholly or partly suspend or terminate this Agreement. iv. Withhold further awards for the Service or program. Request return to the Department of any equipment purchased with grant funds that has not been properly disposed of in accordance with the U.S. Office of the Secretary, Department of Interior (DOI) equipment management requirements (43 CFR § 12.72). vi. Take other remedies that may be legally available. vii. Costs of the Grantee resulting from obligations incurred by the Grantee during a suspension or after tennination of the Agreement are not allowable unless the Department expressly authorizes them in the notice of suspension or tennination. Other Grantee costs during suspension or after tennination which are necessary and not reasonably avoidable are allowable if the following apply. a. The costs result from obligations which were properly incurred by the Grantee before the effective date of suspension or tennination, are not in anticipation of it, and in the case of termination, are non -cancellable. b. The cost would be allowable if the Agreement were not suspended or expired normally at the end of the funding period in which the tennination takes place. The remedies identified above, do not preclude the Grantee from being subject to debannent and suspension under federal Executive Orders 12549 and 12689. C. The Department shall have the right to demand a refund, either in whole or part, of the funds provided to the Grantee for noncompliance with the teens of this Agreement. RECORD KEEPING/AUDIT: DEP Agreement No. MV-204 Page 8 of 18 A. The Grantee shall maintain books, records and documents directly pertinent to perfonnance under this Agreement in accordance with generally accepted accounting principles consistently applied. The Department, the State of Florida, the U.S. Fish and Wildlife Service, or their authorized representatives shall have access to such records for audit purposes during the term of this Agreement and for five (5) years following Agreement completion. In the event any portion of the Service is subgranted or subcontracted, the Grantee shall similarly require each subgrantee and subcontractor to maintain and allow access to such records for audit purposes. B. The Grantee agrees that if any litigation, claim, or audit is started before the expiration of the record retention period established above, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved and final action taken. C. Records for real property and equipment acquired with Federal funds shall be retained for five (5) years following final disposition. D. The Grantee understands its duty, pursuant to Section 20.055(5), F.S., to cooperate with the Department's Inspector General in any investigation, audit, inspection, review, or hearing. The Grantee will comply with this duty and ensure that its subcontracts issued under this Grant, if any, impose this requirement, in writing, on its subcontractors. 10. SPECIAL AUDIT REQUIREMENTS: A. In addition to the requirements of the preceding paragraph, the Grantee shall comply with the applicable provisions contained in Attachment E, Special Audit Requirements, attached hereto and made a part hereof. Exhibit 1 to Attachment E summarizes the funding sources supporting the Agreement for purposes of assisting the Grantee in complying with the requirements of Attachment E. A revised copy of Exhibit 1 must be provided to the Grantee for each amendment which authorizes a funding increase or decrease. If the Grantee fails to receive a revised copy of Exhibit 1, the Grantee shall notify the Department's Grants Development and Review Manager at (850) 245-2361 to request a copy of the updated information. B. The Grantee is hereby advised that the Federal and/or Florida Single Audit Act Requirements may further apply to lower tier transactions that may be a result of this Agreement. The Grantee shall consider the type of financial assistance (federal and/or state) identified in Attachment E, Exhibit 1 when making its determination. For federal financial assistance, the Grantee shall utilize the guidance provided under OMB Circular A-133, Subpart B, Section .210 for detennining whether the relationship represents that of a subrecipient or vendor. For state financial assistance, the Grantee shall utilize the form entitled "Checklist for Nonstate Organizations Recipient/Subrecipient vs Vendor Determination" (form number DFS-A2-NS) that can be found under the "Links/Forms" section appearing at the following website: https://apps.fldfs.colifsaa The Grantee should confer with its chief financial officer, audit director or contact the Department for assistance with questions pertaining to the applicability of these requirements. 11. SUBCONTRACTS: A. The Grantee may subcontract the Service under this Agreement without the prior written consent of the Department's Grant Manager except for certain fixed -price subcontracts pursuant to paragraph 3.D. of this Agreement, which require prior approval. B. Regardless of any subcontract, the Grantee is ultimately responsible for the Service to be perfonned under this Agreement. The Grantee shall submit a copy of the executed subcontract to DEP Agreement No. MV-204 Page 9 of 18 the Department within ten (10) calendar days after execution. The Grantee agrees to be responsible for the fulfillment of all Service elements included in any subcontract and agrees to be responsible for the payment of all monies due under any subcontract. It is understood and agreed by the Grantee that the Department shall not be liable to any subcontractor for any expenses or liabilities incurred under the subcontract and that the Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. C. The Department supports diversity in its procurement program and requests that all subcontracting opportunities afforded by this Agreement embrace diversity enthusiastically. The award of subcontracts should reflect the full diversity of the citizens of the State of Florida. A list of minority owned finms that could be offered subcontracting opportunities may be obtained by contacting the Office of Suppler Diversity at (850) 487-0915. D. The Grantee agrees to follow the affirmative steps identified in 43 C.F.R. 12 for its selection of subcontractors and retain records documenting compliance. E. This Agreement is neither intended to nor shall it be construed to grant any rights, privileges, or interest in any third party without the mutual written agreement of the parties hereto. F. This Agreement is an exclusive grant and may not be assigned in whole without the written approval of the Department. 12. PROHIBITED LOCAL GOVERNMENT CONSTRUCTION PREFERENCES: A. Pursuant to Section 255.0991, F.S., for a competitive solicitation for construction services in which 50 percent or more of the cost will be paid from state -appropriated funds which have been appropriated at the time of the competitive solicitation, a state, college, county, municipality, school district, or other political subdivision of the state may not use a local ordinance or regulation that provides a preference based upon: i. The contractor's maintaining an office or place of business within a particular local jurisdiction; ii. The contractor's hiring employees or subcontractors from within a particular local jurisdiction; or iii. The contractor's prior payment of local taxes, assessments, or duties within a particular local jurisdiction. B. For any competitive solicitation that meets the criteria in Paragraph A., a state college, county, municipality, school district, or other political subdivision of the state shall disclose in the solicitation document that any applicable local ordinance or regulation does not include any preference that is prohibited by Paragraph A. 13. LOBBYING PROHIBITION: A. The Grantee certifies that no Federal appropriated funds have been paid or will be paid, by or on behalf of the Grantee, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress, in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. B. If this Agreement is for more than $100,000 and if any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or DEP Agreement No. MV-204 Page 10 of 18 cooperative agreement, the Grantee shall complete and submit Attachment F, Standard Form- LLL, "Disclosure of Lobbying Activities" (attached hereto and made a part hereof, if applicable), in accordance with the instructions. If this Agreement is for $100,000 or less, this Attachment shall not be required and shall be intentionally excluded from this Agreement. C. The Grantee shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontractors, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients certify accordingly. D. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. E. In accordance with Section 216.347, Florida Statutes, the Grantee is hereby prohibited from using funds provided by this Agreement for the purpose of lobbying the Legislature, the judicial branch or a state agency. Further, in accordance with Section 11.062, F.S., no state funds, exclusive of salaries, travel expenses, and per diem, appropriated to, or otherwise available for use by, any executive, judicial, or quasi-judicial department shall be used by any state employee or other person for lobbying purposes. 14. COMPLIANCE WITH LAW: The Grantee shall comply with all applicable federal, state and local rules and regulations in performing under this Agreement. The Grantee acknowledges that this requirement includes, but is not limited to, compliance with all applicable federal, state and local health and safety rules and regulations. The Grantee further agrees to include this provision in all subcontracts issued as a result of this Agreement. For all agreements executed prior to January 1, 2017 and greater than $150,000, this Agreement, all subcontracts under this Agreement over $150,000, and all employees working under this Agreement or associated subcontracts, are subject to the whistleblower rights and remedies in the pilot program on award recipient employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (P.L. 112-239). The Grantee shall inform its employees working under this Agreement in writing, in the predominant language of the workforce, of the employee whistleblower rights and protections under 41 U.S.C. 4712. This requirement shall only be applicable through January 1, 2017. 15. NOTICE: All notices and written communication between the parties shall be sent by electronic mail, U.S. Mail, a courier delivery service, or delivered in person. Notices shall be considered delivered when reflected by an electronic mail read receipt, a courier service delivery receipt, other mail service delivery receipt, or when receipt is acknowledged by recipient. 16. CONTACTS: The Department's Grant Manager (which may also be referred to as the Department's Project Manager) at the time of execution for this Agreement is identified below. Jessica Chui or Successor Florida Department of Environmental Protection Office of Sustainable Initiatives 3900 Commonwealth Boulevard, MS430 Tallahassee, Florida 32399-3000 Telephone No.: 1 (850) 245-2846 DEP Agreement No. MV-204 Page 11 of 18 Fax No.: 1 (866) 340-4683 E-mail Address: I Jessica. Chui dep.state.fl.us The Grantee's Grant Manager (which may also be referred to as the Grantee's Project Manager) at the time of execution for this Agreement is identified below. Celia Hitchins Monroe County Board of County Coiumissioners 2798 Overseas Highway, Suite 420 Marathon, Florida 33050 Telephone No.: (305) 289-2580 Fax No.: (305) 289-2536 E-mail Address: Hitchins-celia imonroecounty-fl.gov Changes to the above initial grant managers may be accomplished by either party by written notice, such as email or letter, to the other party. 17. INSURANCE: To the extent required by law, the Grantee will secure and maintain insurance coverages in the amounts and categories specified below, during the life of this Agreement. The Grantee shall provide documentation of any private insurance or self-insurance, as may be applicable to governmental entities, to the Department's Grant Manager prior to perfonmance of any aspect of the Service pursuant to this Agreement. A. The Grantee shall secure and maintain Workers' Compensation Insurance for all of its employees connected with the Service and, in case any part of the Service is subcontracted, the Grantee shall require the subcontractor similarly to provide Workers' Compensation Insurance for all of its employees unless such employees are covered by the protection afforded by the Grantee. Any self-insurance program or insurance coverage shall comply fully with the Florida Workers' Compensation law. In case any class of employees engaged in hazardous work under this Agreement is not protected under Workers' Compensation statutes, the Grantee shall provide, and cause each subcontractor to provide, adequate insurance satisfactory to the Department, for the protection of the County's or subcontractor's respective employees not otherwise protected. B. The Grantee shall secure and maintain, and ensure that any of its subcontractors similarly secure and maintain, Cornimercial General Liability insurance including bodily injury and property damage. The minimum limits of liability shall be $200,000 each individual's claim and $300,000 each occurrence. This insurance will provide coverage for all claims that may arise from the Service and/or operations completed under this Agreement, whether such Service and/or operations are by the Grantee or any of its subcontractors. Such insurance shall include the State of Florida, the Department, and the State of Florida Board of Trustees of the Internal Improvement Trust Fund, as Additional Insureds for the entire length of the Agreement. C. The Grantee shall secure and maintain, and ensure that any of its subcontractors similarly secure and maintain, Cornimercial Automobile Liability insurance for all claims which may arise from the Service and/or operations under this Agreement, whether such Service and/or operations are by the Grantee or any of its subcontractors. Such insurance shall include the State of Florida, the Department, and the State of Florida Board of Trustees of the Internal Improvement Trust Fund, as Additional Insureds for the entire length of the Agreement. The iminimun limits of liability shall be as follows: $300,000 Automobile Liability Combined Single Limit for Coimpany-Owned Vehicles, if applicable DEP Agreement No. MV-204 Page 12 of 18 $300,000 Hired and Non -owned Automobile Liability Coverage D. If any aspect of the Service proceeds over or adjacent to water, the Grantee shall secure and maintain, as applicable, any other type of required insurance, including but not limited to Jones Act, Longshoreman's and Harbormaster's, or the inclusion of any applicable rider to worker's compensation insurance, and any necessary watercraft insurance, with limits of not less than $300,000 each. In addition, the Grantee shall include these requirements in any sub grant or subcontract issued for the performance of the Service specified in Attachment A, Scope of Work and Conditions. Questions concerning required coverage should be directed to the U.S. Department of Labor(http://www.dol.gov/owep/dihwc/iscontac.htm) or to the parties' insurance carriers. E. All insurance policies shall be with insurers licensed or eligible to do business in the State of Florida. The Grantee's current certificate of insurance shall contain a provision that the insurance will not be canceled for any reason except after thirty (30) calendar days' written notice (with the exception of non-payment of premium which requires a 10-calendar-day notice) to the Department's Procurement Administrator. In addition, the Grantee shall include these requirements in any sub grant or subcontract issued for the performance of the Service specified in Attachment A, Scope of Work and Conditions. F. If the Grantee is a Florida governmental entity that is self -funded for liability insurance, then this paragraph 17.F. supersedes paragraphs 17.A. through 17.E., above. Grantee warrants and represents that it is self -funded for liability insurance, appropriate and allowable under Florida law, and that such self-insurance offers protection applicable to the Grantee's officers, employees, servants and agents while acting within the scope of their employment with the Grantee. 18. CONFLICT OF INTEREST: The Grantee covenants that it presently has no interest and shall not acquire any interest which would conflict in any manner or degree with the performance of Service required. 19. EQUIPMENT: Reimbursement for equipment purchases costing $1,000 or more is not authorized under the terms and conditions of this Agreement, unless otherwise expressly authorized in writing by the Department. 20. CHANGE ORDERS: A. The Department may at any time, by written order designated to be a Change Order, make any change in the Service within the general scope of this Agreement (e.g., specifications, task timelines within current authorized Agreement period, method or manner of performance, requirements, etc.). All Change Orders are subject to the mutual agreement of both parties as evidenced in writing. Any change, which causes an increase or decrease in the Grantee's cost or time, or a change in ownership shall require formal amendment to this Agreement, and will not be eligible for processing through the change order procedures described above. B. In the event of a change in the Grant Manager for either the Grantee or for the Department, such party will notify the other party in writing of the change within thirty (30) calendar days after the change becomes effective. The notice for a change in the Grantee's Grant Manager shall be sent from the Grantee's representative authorized to execute agreements to the Department's Grant Manager. The Department's Grant Manager will transmit a copy of such change to the Department's Procurement Office and the Contract Disbursement Office for inclusion in the Agreement file. 21. UNAUTHORIZED EMPLOYMENT: DEP Agreement No. MV-204 Page 13 of 18 The employment of unauthorized aliens by any Grantee/subcontractor is considered a violation of Section 274A(e) of the h unigration and Nationality Act ("Act"). If the Grantee/subcontractor knowingly employs such unauthorized aliens, such violation of the Act shall be cause for unilateral cancellation of this Agreement. The Grantee shall be responsible for including this provision in all subcontracts with private organizations issued as a result of this Agreement. 22. DISCRIMINATION A. No person, on the grounds of race, creed, color, national origin, age, sex, or disability, shall be excluded from participation in; be denied the proceeds or benefits of, or be otherwise subjected to discrimination in perfonnance of this Agreement. B. Facilities or programs funded in whole or in part by program funds shall be made available to the general public of all of the member counties on a non-exclusive basis without regard to race, color, religion, age, sex or similar condition. C. An entity or affiliate who has been placed on the discriminatory vendor list pursuant to section 287.134, F.S., may not submit a bid on a contract to provide goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not award or perform work as a contractor, supplier, subcontractor, or consultant under contract with any public entity, and may not transact business with any public entity. The Florida Department of Management Services is responsible for maintaining the discriminatory vendor list and posts the list on its website. Questions regarding the discriminatory vendor list may be directed to the Florida Department of Management Services, Office of Supplier Diversity at (850) 487-0915. 23. AMERICANS WITH DISABILITIES ACT: A. Grantee agrees to comply with the Americans With Disabilities Act (42 USC § 12101, et seg.), where applicable, which prohibits discrimination by public and private entities on the basis of disability in the areas of employment, public accommodations, transportation, State and local government services, and in telecommunications. B. Grantee must identify any products that may be used or adapted for use by visually, hearing, or other physically impaired individuals. 24. DEBARMENT/SUSPENSION: In accordance with Executive Order 12549, Debarnent and Suspension (2 CFR 1400), the Grantee agrees and certifies that neither it, nor its principals, is presently debarred, suspended, proposed for debarnent, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal Department or agency; and, that the Grantee shall certify before entering into any lower tier contract, or other covered transaction, with a person who is similarly debarred or suspended from participating in this covered transaction, unless authorized in writing by the U.S. Fish and Wildlife Service to the Department. The prospective lower tier participant shall certify it is not excluded or disqualified by, (a) Checking SAM Exclusions; or (b) Collecting a certification from that person; or (c) Adding a clause or a condition to the covered transaction with that person, and such prospective participant shall attach an explanation to this Agreement. The Grantee shall include the language of this section in all subcontracts or lower tier agreements executed to support the Grantee's Service under this Agreement. 25. COPYRIGHT, PATENT AND TRADEMARK: The U.S. Fish and Wildlife Service and the Department, reserve a royalty -free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for govermment purposes: DEP Agreement No. MV-204 Page 14 of 18 A. The copyright in any work developed under a grant, subgrant, or contract under a grant or subgrant. B. Any rights of copyright to which a Grantee, subgrantee or a contractor purchases ownership with grant support. 26. LAND ACQUISITION Land acquisition is not authorized under the teens of this Agreement. 27. CONTRACT PROVISIONS: The Grantee agrees to comply with, and include as appropriate in contracts and subgrants, the provisions contained in Attachment H, Contract Provisions, attached hereto and made a part hereof. In addition, the Grantee acknowledges that the applicable regulations listed in Attachment I, Regulations, attached hereto and made a part hereof, shall apply to this Agreement. 28. PHYSICAL ACCESS AND INSPECTION: As applicable, Department personnel shall be given access to and may observe and inspect the Service being performed under this Agreement, including by any of the following methods: A. Grantee shall provide access to any location or facility on which Grantee is perfonning the Service, or storing or staging equipment, materials or documents; B. Grantee shall pen -nit inspection of any facility, equipment, practices, or operations required in perfonnance of any aspect of the Service pursuant to this Agreement; and C. Grantee shall allow and facilitate sampling and monitoring of any substances, soils, materials or parameters at any location reasonable or necessary to assure compliance with any work or legal requirements pursuant to this Agreement. 29. PUBLIC RECORDS ACCESS: A. Grantee shall comply with Florida Public Records law under Chapter 119, F.S. Records made or received in conjunction with this Agreement are public records under Florida law, as defined in Section 119.011(12), F.S. Grantee shall keep and maintain public records required by the Department to perform the Service under this Agreement. B. This Agreement may be unilaterally canceled by the Department for refusal by the Grantee to either provide to the Department upon request, or to allow inspection and copying of all public records made or received by the Grantee in conjunction with this Agreement and subject to disclosure under Chapter 119, F.S., and Section 24(a), Article I, Florida Constitution. C. If Grantee meets the definition of "Contractor" found in Section 119.0701(1)(a), F.S.; [i.e., an individual, partnership, corporation, or business entity that enters into a contract for services with a public agency and is acting on behalf of the public agency], then the following requirements apply: Pursuant to Section 119.0701, F.S., a request to inspect or copy public records relating to this Agreement for services must be made directly to the Department. If the Department does not possess the requested records, the Department shall immediately notify the Grantee of the request, and the Grantee must provide the records to the Department or allow the records to be inspected or copied within a reasonable time. If Grantee fails to DEP Agreement No. MV-204 Page 15 of 18 provide the public records to the Department within a reasonable time, the Grantee may be subject to penalties under s. 119.10, F.S. ii. Upon request from the Department's custodian of public records, Grantee shall provide the Department 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 Chapter 119, Florida Statutes, or as otherwise provided by law. iii. Grantee shall identify and ensure that all 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 Agreement terra and following completion of the Agreement if the Grantee does not transfer the records to the Department. iv. Upon completion of the Agreement, Grantee shall transfer, at no cost to Department, all public records in possession of Grantee or keep and maintain public records required by the Department to perfonn the services under this Agreement. If the Grantee transfers all public records to the Department upon completion of the Agreement, the Grantee shall destroy any duplicate public records that are exempt or confidential and exempt from public disclosure requirements. If the Grantee keeps and maintains public records upon completion of the Agreement, the Grantee shall meet all applicable requirements for retaining public records. All records that are stored electronically must be provided to Department, upon request from the Department's custodian of public records, in a format that is accessible by and compatible with the information technology systems of Department. D. IF THE GRANTEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE GRANTEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DEPARTMENT'S CUSTODIAN OF PUBLIC RECORDS by telephone at (850) 245-2118, by email at ombudsman.s s, or at the mailing address below: Department of Environmental Protection ATTN: Office of Ombudsman and Public Services Public Records Request 3900 Commonwealth Blvd, Mail Slot 49 Tallahassee, FL 32399 30. TERMINATION FALSE CERTIFICATION, SCRUTINIZED COMPANIES, BOYCOTTING: Grantee certifies that it and any of its affiliates are not scrutinized companies as identified in Section 287.135, F.S. In addition, Grantee agrees to observe the requirements of Section 287.135, F.S., for applicable sub -agreements entered into for the performance of the Service under this Agreement. Pursuant to Section 287.135, F.S., the Department may iiuinediately terminate this Agreement for cause if the Grantee, its affiliates, or its subcontractors are found to have submitted a false certification; or if the Grantee, its affiliates, or its subcontractors are placed on any applicable scrutinized companies list or engaged in prohibited contracting activity during the tern of the Agreement. As provided in Subsection 287.135(8), F.S., if federal law ceases to authorize these contracting prohibitions then they shall become inoperative. DEP Agreement No. MV-204 Page 16 of 18 31. EXECUTION IN COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf' fonnat data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf' signature page were an original thereof. 32. SEVERABILITY CLAUSE: This Agreement has been delivered in the State of Florida and shall be construed in accordance with the laws of Florida. Wherever possible, each provision of this Agreement shall be interpreted in such runner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Any action hereon or in connection herewith shall be brought in Leon County, Florida. 33. ENTIRE AGREEMENT: This Agreement represents the entire agreement of the parties. Any alterations, variations, changes, modifications or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing, duly signed by each of the parties hereto, and attached to the original of this Agreement, unless otherwise provided herein. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK DEP Agreement No. MV-204 Page 17 of 18 IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed, the day and year last written below. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS 0 Mayor Print Name and Title ATTEST: AMY HEAVILIN, CLERK Deputy Clerk Monroe County Attorney Approved as to Fonn and Legal Sufficiency: go Peter H. Morris, Assistant County Attorney FEID No. 59-6000749 STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION an Secretary or designee Print Name and Title Date Approved as to form and legality: DEP Attorney For Agreements with governmental boards/coiuinissions: If someone other than the Chainnan signs this Agreement, a resolution, statement or other document authorizing that person to sign the Agreement on behalf of the governmental board/coiuinission must accompany the Agreement. List of attachments/exhibits included as part of this Agreement: Specify Letter/ Type Number Description (include number of pages) Attachment A Scope of Work and Conditions (6 Pages) Attachment B Grant Payment/Match Request Fonn (1 Page) Attachment C Contract Payment Requirements (1 Page) Attachment D Progress Report Fonn (1 Page) Attachment E Special Audit Requirements (5 Pages) Attachment F Disclosure of Lobbying Activities (2 Pages) Attachment G Eguipment/Property Summary Fonn (1 Page) Attachment H Contract Provisions (3 Pages) Attachment I Regulations (1 Page) DEP Agreement No. MV-204 Page 18 of 18 ACCO " CERTIFICATE OF LIABILITY INSURANCE FDJAE( cs.k 4/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI: CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE1 BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject t4 the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to th, certificate holder in lieu of such endorsements . PRODUCER CONTACT NAME: Certificate Team acentria, Inc. P"°NE 239-939-1010 FAX 239-939-7172 1091 Colonial Blvd. #100 FAX No =ort Myers FL 33966 ADDE-MRESS: coifm@acentria.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:AmTrust North America INSURED PUMPOUT-01 INSURER B : Pump Out USA INSURERC: 1150 Hwy 83 North De Funiak Springs FL 32433 INSURERD: INSURER E : COVFRAnFR CFRTIFICATF NIIMRFR- 1056865664 RFVISION NIIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIO[ INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI; CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERM EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY ❑PRO- JECT ❑ LOC PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ ANY AUTO AUTOS NED SCHEDULED UTOS BODILY INJURY (Per accident) $ NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE (Per accident) $ UMBRELLA LAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N Y WWC3168219 10/12/2015 10/12/2016 X PER OTH- STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? F—Y I N / A E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Owners/Officers Excluded from Workers Compensation Benefits: Vernie Brown THE WORKERS COMPENSATION INCLUDES A WAIVER OF SUBROGATION, FORM (WC000313) CERTIFICATE HOLDER CANCELLATION MONROE COUNTY BOARD OF COMMISSIONERS 1100 SIMONTEN STREET KEY WEST FL 33040 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED II ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD , - r, A , CERTIFICATE OF COMMERCIAL MARINE LIABILITY INSURANCE PRODUCER: Gallagher Charter Lakes THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE 3455 East Paris SE COVERAGE AFFORDED BY THE POLICIES BELOW. Grand Rapids, MI 49512 INSURED: COMPANY A AFFORDING COVERAGE: Pump Out USA XL Specialty Insurance Company 1150 Highway 83 North Defuniak Springs FL 32433-3813 COMPANY B AFFORDING COVERAGE: COVERAGES: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY 3 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. BY ISSUANCE OF THIS ENDORSEMENT, THE COMPANY DOES NOT WAIVE ITS RIGHT OF SUBROGATION. THE COVERAGE AFFORDED BY THIS ENDORSEMENT SHALL ARISE OUT OF LIABILITY THAT RESTS SOLELY WITH THE INSURED. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH POLICIES. Type of Insurance Policy Number Policy Policy Limits Effective Expiration MARINE GENERAL LIABILITY UM00046315MAl5A 12/18/2015 12/18/2016 1,000,00012,000,000 MEDICAL PAYMENTS UM00046315MA15A 12/18/2015 12/18/2016 10,000 DESCRIPTION: Marine General Liability CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED BELOW, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. ADDITIONAL INSURED: Form MMGL 6210213 Monroe County Board of County Commissioners 1100 Simonton Street, Room 2268 Key West, FL 33040 Authorized Agent: Date: February 25, 2016 CERTIFICATE OF COMMERCIAL MARINE LIABILITY INSURANCE PRODUCER: Gallagher Charter Lakes THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE 3455 East Paris SE COVERAGE AFFORDED BY THE POLICIES BELOW, Grand Rapids, MI 49512 INSURED: COMPANY A AFFORDING COVERAGE: Pump Out USA XL Specialty Insurance Company 1150 Highway 83 North Defuniak Springs FL _ 32433-3813 COMPANY B AFFORDING COVERAGE: COVERAGES: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. BY ISSUANCE OF THIS ENDORSEMENT, THE COMPANY DOES NOT WAIVE ITS RIGHT OF SUBROGATION. THE COVERAGE AFFORDED BY THIS ENDORSEMENT SHALL ARISE OUT OF LIABILITY THAT RESTS SOLELY WITH THE INSURED. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH POLICIES. Type of Insurance Policy Number Policy Policy Limits Effective Expiration MARINE GENERAL LIABILITY UM00046315MA15A 12/18/2015 12/18/2016 1 1,000,000/2,000,000 MEDICAL PAYMENTS UM00046315MAl5A 12/18/2015 12l18/2016 10,000 DESCRIPTION: Marine General Liability CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED BELOW, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES, ADDITIONAL INSURED: Form MMGL 6210213 State of Florida Dept. of Environmental Protection 3900 Commonwealth Blvd. Tallahassee Florida 32399 Authorized Agent; Date: February 25, 2016 _,' �ii,Ef.��,<<i ,;; �, din -/� :;J'i ENDORSEMENT This endorsement, effective 12:01 a.m., 12/18/15 forms a part of Policy No UM00046315MA15A issued to Pump Out USA by XL Specialty Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED, LOSS PAYEE and WAIVER OF SUBROGATION CLAUSES (BLANKET) This endorsement modifies insurance provided under the following: Marine General Liability: General Conditions, 1. Persons Insured It is hereby understood and agreed that this Policy shall include as Additional Insured or Loss Payee, any person or organization to whom the Named Insured has agreed by written contract to provide coverage, but only with respect to operations performed by or on behalf of the Named Insured or to your premises or the premises that you use, and only with respect to occurrences subsequent to the making of such written contract. When required by such written contract, this policy is primary insurance with respect to the interests of the Additional Insured, and the other insurance maintained by the Additional Insured is excess and not contributory with this policy. Notwithstanding the above, it is further understood and agreed that wherever Additional Insured or Loss Payee are added to this policy it is specifically agreed: a. Such Additional Insured or Loss Payee are included only with respect to such activities insured by this policy as would exist in the absence of the naming of Additional Insured or Loss Payee and coverage hereunder shall in no way be considered extended by the inclusion of Additional Insured or Loss Payee. b. The inclusion of Additional Insured or Loss Payee in no way increases the Limit of Liability hereunder. In the event of cancellation or change in policy coverage unless specifically endorsed in writing to the contrary hereon, no obligation is imposed on this company to send notice of cancellation or change of coverage to an Additional Insured or Loss Payee and notice to the original named assured shall discharge all obligations of this company hereunder. This company shall not be required to notify Additional Insured or Loss Payee of any cancellation received from the original assured hereon. Underwriters waive their rights of subrogation against any person or organizations to whom the Named Insured is obligated by written contract to provide such waiver, but only to the extent of such obligation and only with respect to operations performed by or on behalf of the Named Insured or to your premises or the premises that you use, All other terms and conditions remain the same. MMGL 6210213 © 2013, XL America, Inc. All Rights Reserved. Page 1 of 1 May not be copied without permission.