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Item E01County off Monroe ELj »moo � i G�, � BOARD OF COUNTY COMMISSIONERS /� ri � �� Mayor George Neugent, District 2 The Florida. Ke Sew', y i Mayor Pro Tern David Rice, District 4 ; -== :'„ j y Danny L. Kolhage, District I Heather Carruthers, District 3 Sylvia J. Murphy, District 5 County Commission Meeting October 18, 2017 Agenda Item Number: E.1 Agenda Item Summary #3149 BULK ITEM: Yes DEPARTMENT: Planning/Environmental Resources TIME APPROXIMATE: STAFF CONTACT: Rich Jones (305) 289-2805 N/A AGENDA ITEM WORDING: Approval of Amendment No.8 (Amendment) to the Agreement between Monroe County (County) and Pumpout USA, Inc. (Contractor) for Keys -Wide Mobile Vessel Pumpout Service (Pumpout Service), which is 1) contingent upon sufficient funding sources and levels required, 2) providing for the term of the Amendment from July 1, 2017 through June 30, 2018, 3) increasing the quota from 1500/month to 1800/month with an associated annual cost of $875,760, 4) providing for the inclusion of incorporated areas, and 5) providing for quarterly payments to be based on an aggregate of the monthly pumpout numbers as applicable. ITEM BACKGROUND: The Board of County Commissioners (BOCC) approved an Agreement with the Contractor on December 12, 2012 (see attached Original Agreement), 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, with Amendments No.1 through No.5 referencing 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. Starting with Amendment No.6 the DEP/CVA (and DEP non-CVA) reimbursement funding has been provided directly to the County to help offset the annual cost of the County's pumpout program of $729,800. Amendment No.7 provided for continued necessary grant funding, including DEP/CVA ($172,350) and DEP/Legislative ($500,000) grant funding, which together provided for 92% of the total Pumpout Service annual cost during State fiscal year 2017. In its 2017 Session, the State Legislature appropriated continued funding for the Pumpout Service in the amount of $500,000 to help offset the program cost for the next year starting (retroactive to) July 1, 2017 and continuing through June 30, 2018. The DEP CVA program is providing an additional $240,000 (and the County will provide a 25% grant match of $60,000), which will also start (retroactive to) July 1, 2017. The Contractor has requested, for the next contract year, to increase the monthly quota from 1500 pumpouts to 1800 pumpouts based on the number of pumpouts that Pumpout USA has been consistently performing (on the average) in the past year, while continuing with the same cost per pumpout of $40.54444. The increased quota will increase the annual cost of the service from $729,800 to $875,760. The Contractor has also requested that the quarterly quota (5,400) be based on the aggregate of the three months, enabling the Contractor to receive full quarterly payments in the event that there are circumstances beyond the Contractor's control (e.g. hurricane or other natural event) that may cause sub -quota pumpout numbers during an individual month. The Contractor has also requested that the term `unincorporated areas' be deleting from the Amendment, as the Contractor may at times perform pumpouts within the jurisdictional boundaries of any or all of the municipalities. Staff has included the applicable language in the draft Amendment. The combined grant funding sources/levels may provide for most (approximately 78%) of the new Pumpout Service annual cost of $875,760 (note that the grant funds are entirely reimbursement based, and any shortage of reimbursement received would be paid from County Boating Improvement Funds). Due to the expiration of Amendment No.7, and changes in Agreement terms, it is necessary to amend the Agreement. An underline/strikethrough version of Amendment No.8 (attached) and Exhibit A to Amendment No.8 are provided (attached) for review purposes. Amendment No.8 (and the Contractor's Certificate of Insurance and draft DEP/CVA Agreement No.MV266- referenced in Amendment No.8 Scope of Work) are provided (attached) for Board approval. Approval of Amendment No.8 also requires approval of separate agenda items on this same Board agenda for: 1) a $500,000 legislative appropriation grant contract from DEP (No.MV267), and 2) a $240,000 CVA grant contract DEP (No.MV266). Summary of the Vessel Pumpout Program Success: Pumpout numbers have exceeded the current quota of 1500 per month nearly every month since the quota was established April 1, 2015 (October 2016 pumpout numbers dipped just below 1500 due to preparation for possible storm conditions early in the month), and Pumpout USA performed its one millionth gallon pumpout in early December 2016. State funding for the pumpout program was transferred from Pumpout USA to the County in November 2015. Total State funding increased in July 2016 to $672,350, covering approximately 92% of the County's program total annual cost of $729,800. lumber of Pumpouts _}00 1-00Q 19 03 96 93 99 1}00 $ 1833 8 77 fig 47 1000 }00 0 u L_J L_J L_J L_J J July Aug Sept Oct Nov Dec Jan Feb Much April May June '016 2017 Sewage Retno)-ed (gal.) 35004 30004 '5004 '0004 15004 10004 5004 4 July Amg- Sept Oct Nov Dec Jau Feb �.Sarch April June =414 'O1? 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 August 2016- Approval of Amendment No.7 to the Agreement with Pumpout USA CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval of Amendment No.8 DOCUMENTATION: Original Agreement for pumpout service Amendment No.8 with underline-strikethru for review purposes Scope of Services with underline-strikethru for review purposes Amendment No.8 Certificate of Insurance Draft DEP/CVA Agreement No.MV266 FINANCIAL IMPACT: Effective Date: July 1, 2017 Expiration Date: June 30, 2018 Total Dollar Value of Contract: $875,760 Total Cost to County: $195,760 Current Year Portion: $48,940 Budgeted: Yes Source of Funds: 157-62613 and grant account 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: $60,000 Insurance Required: Yes Additional Details: OMB is establishing grant and match accounts 07/01/17 NEW COST CENTER ADDED $500,000.00 DEP grant acct to be created 07/01/17 157-62613 - B IFEES/RETAINED VESSEL $195,760.00 07/01/17 NEW COST CENTER ADDED $180,000.00 CVA grant acct to be created Total: $875,760.00 REVIEWED BY: Mayte Santamaria Completed Assistant County Administrator Christine Hurley 08/29/2017 2:46 PM Steve Williams Completed Jaclyn Carnago Completed Budget and Finance Completed Maria Slavik Completed Rich Jones Completed Kathy Peters Completed Board of County Commissioners Completed Board of County Commissioners Pending 08/28/2017 6:44 PM Completed 08/30/2017 9:05 AM 08/30/2017 9:22 AM 08/30/2017 9:24 AM 08/30/2017 9:32 AM 08/30/2017 10:00 AM 09/01/2017 12:25 PM 09/20/2017 9:00 AM 09/27/2017 4:00 PM 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. a� mn 3 I �V, W Packet Pg. 876 I 4) m 4) ■ 4) Cl) 0 0 (D E CL Ri E (D CL 0> 0 ol R 11 (0 r2a m CL LO r-- X f Uj) Packet Pg. 877 a b Ng (9 d J Packet'Pg. 878 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 AMENDMENT NO. 8 TO AGREEMENT BETWEEN PUMPOUT USA, INC. AND MONROE COUNTY, FLORIDA for KEYS -WIDE MOBILE VESSEL PUMPOUT SERVICE THIS AMENDMENT NO. 8 TO AGREEMENT is made and entered into this 20th day of September, 2017, 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, Amendment No. 7 to the Agreement was approved on August 17, 2016, providing for Service through June 30, 2017 and reflecting the specific funding sources and levels provided directly to the County from the State, including a $500,000 legislative appropriation and $172,350 in CVA grant funding; and WHEREAS, in 2017 the State has provided another legislative appropriation of $500,000 to the County to help offset the cost of the County's Service for one year from July 1, 2017 through June 30, 2018; and WHEREAS, the DEP CVA Program is providing grant funding in the amount of $180,000 to help offset the cost of the County's Service for one year from July 1, 2017 through June 30, 2018; and WHEREAS, the two State funding sources may provide for most of the cost of the Service of up to $680,000 for one year from July 1, 2017 through June 30, 2018; and WHEREAS, the Contractor has requested that: 1) the monthly quota to be increased to 1,800 pumpouts which increases the annual cost to $875,760; 2) the quarterly pumpout payment be based on the aggregate of the three individual months up to the quarterly amount of $218,940; and 3) that the Contractor be allowed to pumpout within incorporated areas; and WHEREAS, the County desires to continue the Service provided by the Contractor, at a total annual cost of $875,760 (based on and increased quota of 1,800 pumpouts per month), and recognizes the benefit of receiving funding from the State which may provide for 78% 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 terms of the Agreement; NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained herein, the parties have entered into this Amendment No.8 as follows: 2 I. SCOPE OF SERVICES: Contractor shall be the exclusive provider of mobile vessel pumpout services for County in the uni o )r,� all areas of the Florida Keys within Monroe County and shall also coordinate with County and Florida Fish and Wildlife Conservation Commission (FWC) on sewage pumpout compliance within 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 ly+,1 % July 1 2017 and ending on June-30; 20-I-7 June 30 2018. 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. 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 Ei ht Hundred Sevent -Five Thousand Seven Hundred and Sixty DOLLARS $875 760 for one year, based on a quota of 00 1800 pumpouts per month.Quarterly-payments will be paid based on the monthly quota bein reached for each month of the three month eriod however if severe gmer cy weather related circumstances be and the control of the Contractor occur e. . hurricane or other acts of nature causin less than 1800 um outs in each month to be erformed the uarterl a ment ma be based on the a re ate number of um outs e ualin at least 5400 um outs in that uarter. 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 $5 A59 $00 000 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: 3 Payments of up to &1-82;450 $21 9940 (Payment) will be made quarterly by the County to the Contractor. The quarterly payments are based on a quota of 4,5,00 1 809 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 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 2,450 $218 W based on 4 500 5 4Q0 pumpouts per quarter. Quarterly invoicing shall be based on a monthly maximum of 4-,5-09 18 pumpouts at the per unit rate of $40.544444 per pumpout. In the event the Contractor performs fewer than 4-,-5-00 1,800 pumpouts in any given month, the difference shall not be made up for in other months in the same quarter (except..... -in.... -the..... -case.... -of severe,..... -emergency..... -related..... -circumstances.... -beyond.... -the control of the Contractor; e.g. hurricane or other acts of nature , or in other months in other quarters. In the event the Contractor performs more than ;500 1 000 pumpouts in any given month, the County shall not pay for the additional pumpouts unless a lied towards the aggregate_for the_�uarterl_total as described in Section III abo_v_e).. (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 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. 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. 4 V. RENEWAL: The County shall have the option to renew this Agreement for an additional -two one 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. 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: 5 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. 6 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 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: 7 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 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. 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: 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 1100 Simonton Street Key West, FL 33040 FOR CONTRACTOR: and Monroe County Senior Director - Planning & Environmental Resources Department 2798 Overseas Hwy. Marathon, FL 33050 and Monroe County Attorney 1111 12th St., Suite 408 Key West, FL 33041 9 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 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. 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 10 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, 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 11 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 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 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. 12 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. 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 13 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) 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. 14 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 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.7.8 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: KEVIN MADOK, CLERK ME By: Print name By: Print name STATE OF _ COUNTY OF Deputy Clerk WITNESS WITNESS BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: Mayor PUMPOUT USA, INC. U51A Print name and official title: 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 16 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 the --- Proof --- of_-Pumpout--- Ordinance in Monroe County authorized under F. S. 3 27.604 . 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 PUmnout 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 waters) of Monroe County within the Florida Keys. The Service will be provided 8 hours per day, 5 business days per week i--e--C-® rage-M-aa-(Alter - t- ). Each pumpout vessel placed into service will be capable of servicing twelve 25-50 vessels per day and each will be trailerable to locate to other service areas, as needed. The pumpout services will be provided at no charge to all anchored recreational vessels in the waters) of Monroe County within the Florida Keys (up to once per week) . 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_ whether registered for pumpout service or....otherwise in accordance with the frequency. C ni-y-- c-hori-ng---orrd' c-e-- tabli-shing--the-- aged--A-nc 4-ng----® s---ex-p 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 associated 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 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-D-Mp.^ut Vessel Cuptui�. �� ill give ,pedal xv..a,cxa�r.�......A."v.b.... ..... a-.u..r.Ra.a.�..n.r. u iv�uiui 4�.4 n pr—inr4 11/T.nn�r v P— la3UC rovi�riinrt... vuoio Lv -L..� i .vJ�vL iv uiiur�v .. 1v. i.... vv c -cFv.L... 6. 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; • Number of in -state and out-of-state 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. 8 TO AGREEMENT BETWEEN PUMPOUT USA, INC. AND MONROE COUNTY, FLORIDA for KEYS -WIDE MOBILE VESSEL PUMPOUT SERVICE THIS AMENDMENT NO. 8 TO AGREEMENT is made and entered into this 20th day of September, 2017, 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 [- 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, Amendment No. 7 to the Agreement was approved on August 17, 2016, providing for Service through June 30, 2017 and reflecting the specific funding sources and levels provided directly to the County from the State, including a $500,000 legislative appropriation and $172,350 in CVA grant funding; and WHEREAS, in 2017 the State has provided another legislative appropriation of $500,000 to the County to help offset the cost of the County's Service for one year from July 1, 2017 through June 30, 2018; and WHEREAS, the DEP CVA Program is providing grant funding in the amount of S 180,000 to help offset the cost of the County's Service for one year from July 1, 2017 through June 30, 2018; and WHEREAS, the two State funding sources may provide for most of the cost of the Service of up to $680,000 for one year from July 1, 2017 through June 30, 2018; and WHEREAS, the Contractor has requested that: 1) the monthly quota to be increased to 1,800 pumpouts which increases the annual cost to $875,760; 2) the quarterly pumpout payment be based on the aggregate of the three individual months up to the quarterly amount of S218,940; and 3) that the Contractor be allowed to pumpout within incorporated areas; and WHEREAS, the County desires to continue the Service provided by the Contractor, at a total annual cost of $875,760 (based on and increased quota of 1,800 pumpouts per month), and recognizes the benefit of receiving funding from the State which may provide for 79% 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 terms of the Agreement; NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained herein, the parties have entered into this Amendment No.8 as follows: 2 1. SCOPE OF SERVICES: Contractor shall be the exclusive provider of mobile vessel pumpout services for County in ,dl areas of the Florida Keys within Monroe County and shall also coordinate with County and Florida Fish and Wildlife Conservation Commission (FWC) on sewage pumpout compliance within the County. A detailed Scope of Services is attached as Exhibit A. Il. 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, 2017 and ending on June 30, 2018. 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. 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 Eight Hundred Seventy -Five Thousand Seven Hundred and Sixty DOLLARS ($875,760) for one year, based on a quota of 1800 pumpouts per month. Quarterly payments will be paid based on the monthly quota being reached for each month of the three month period, however if severe, emergency weather related circumstances beyond the control of the Contractor occur (e.g. hurricane or other acts of nature) causing less than 1800 pumpouts in each month to be performed, the quarterly payment may be based on the aggregate number of pumpouts equaling at least 5400 pumpouts in that quarter. 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 $60,000 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. 1V. PAYMENT: Payments of up to $218,940 (Payment) will be made quarterly by the County to the Contractor. The quarterly payments are based on a quota of 1,800 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 Cleric 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 shall not exceed $218,940 based on 5,400 pumpouts per quarter. Quarterly invoicing shall be based on a monthly maximum of 1,800 pumpouts at the per unit rate of $40.544444 per pumpout. In the event the Contractor performs fewer than 1,800 pumpouts in any given month, the difference shall not be made up for in other months in the same quarter (except in the case of severe, emergency related circumstances beyond the control of the Contractor; e.g. hurricane or other acts of nature), or in other months in other quarters. In the event the Contractor performs more than 1,800 pumpouts in any given month, the County shall not pay for the additional pumpouts (unless applied towards the aggregate for the quarterly total as described in Section III above). (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 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. 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; c. 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. N V. RENEWAL: The County shall have the option to renew this Agreement for an additional one 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. 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 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. 2 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 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 detennines 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. 7 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 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. 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: 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 1 ] 2.311, 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 1100 Simonton Street Senior Director - Key West, FL 33040 Planning & Environmental Resources Department 2798 Overseas Hwy. Marathon, FL 33050 and Monroe County Attorney I 1 i 1 12'h St., Suite 408 Key West, FL 33041 E 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 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. 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 10 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, 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 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 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 12 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. 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. 13 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 Iimits $100,000 Bodily Injury by Disease, each employee Recognizing that the work governed by this Agreement involves Maritime Operations (not to be associated with Longshoremen's Insurance) , the Contractor's Workers' Compensation Insurance Policy shall include coverage for claims subject to the Federal Jones Act (46 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 Indemnity Policy, insofar 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 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 14 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 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.8 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. KEVIN MADOK, CLERK Deputy Clerk By: Prin' By: Prim STATE OF �7 11) r I d C�, COUNTY OF V v Ck�[ + 0 n BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: Mayor PUMPOUT USA, INC. By: Print name and official title On this 2-y) day of AU U 5i— 201-, before me the person whose name is subscribed above, and who swore an oath and produced t-L D as identification, and swore an oath that he is �e person who executed the above Agreement for the purposes therein contained. P blic r a, �� C JACQUELINE K. SCOTT 1: �s " MY COMMISSION # GG 31$18 Print�Nmi Seal EXPIRES: September25,2020 My commission expires: ` o2C . "a �,.° !' ONROE COUNITY ORNEY Z��QVEII) AS FORM: S.I EVEN T. WILLIAMS + ASSISTANT( qrN ]� ATTORNEY Data / , �«� 16 EXHIBIT A Scope of Services For Mobile Vessel Pumpout Service Pumpout USA will provide mobile vessel pumpout service to vessels located throughout areas of 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 the Proof of Pumpout Ordinance in Monroe County authorized under F.S. 327.60(4). 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 waters of Monroe County within the Florida Keys, The Service will be provided 8 hours per day, 5 business days per week. Each pumpout vessel placed into service will be capable of servicing 25-50 vessels per day and each will be trailerable to locate to other service areas, as needed. The pumpout service will be provided at no charge to all anchored recreational vessels in the waters of Monroe County within the Florida Keys (up to once per week). 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. 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 associated DEP/CVA Agreement (attached). 2. Staff Pumpout USA, at its own expense, will provide all personnel required to perform this contract and all persormel 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, purnpouts 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 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 Coun1y staff and FWC Pumpout USA will identify to the FWC any anchored vessels that are not participating in the program or requesting pumpouts. 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; • Number of in -state and out-of-state 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). XL Specialty Insurance Company ADDITIONAL INSURED This endorsement forms a part of: Policy Sym. and No.: XLM0000217 Issued To: Pump Out USA Effective on and after: 12118/2016 to 12/18/2017 Agent: Gallagher Charter Lakes Liability Limit $1,000,000 It is hereby mutually understood and agreed that under PART B: LIABILITY COVERAGE of this policy, Monroe County Board of County Commissioners, 1100 Simonton Street, Room 2268, Key West, FL, 33040 State of Florida Dept. of Environmental Protection, 3900 Commonwealth Blvd. Tallahassee Florida 32399 is an additional insured on this policy, but only as their interest may appear in the vessel described herein and for the liability arising out of the negligence of the insured, per the terms and conditions of the policy. It is further agreed that the additional insured is named as such for the purpose of bodily injury and property damage liability in connection with the insured's ownership, operation and maintenance of the Insured Vessel(s). 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. In the event of non -renewal or cancellation of this policy, the additional insured shown above shall receive ten (10) days written notice prior to any such termination from the company. All other terms and conditions remain unchanged, GALLAGHER CHARTER LAKES 3455 East Paris Ave SE Grand Rapids, MI 49512 Form CL-7: Rev 1120116 DEP AGREEMENT NO. MV266 STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION FLORIDA CLEAN VESSEL ACT PROGRAM GRANT AGREEMENT PURSUANT TO THE U.S. FISH AND WILDLIFE SERVICE GRANT AWARD PROJECT NO. CVA17-818 THIS AGREEMENT is entered into pursuant to Section 215.971, Florida Statutes (F. S.), between the STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION, whose address is 3900 Commonwealth 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, Florida 33040 (hereinafter referred to as the "Grantee"), a local government, to provide financial assistance for Clean Vessel Act Grant; CVA17-818, Monroe County Board of County Commissioners, (hereinafter referred to as the "Project'). Collectively, the Department and the Grantee may also be referred to as "Parties" or individually as "Party." WHEREAS, the Department is the recipient of federal financial assistance from the Department of Interior (DOI), U.S. Fish and Wildlife Service (USFWS) through Grant Agreement No. F16AP01097 for the purposes of administering Florida's Clean Vessel Act (CVA) Program pursuant to the federal Clean Vessel Act of 1992, Section 5604 (hereinafter the "Act'); and, WHEREAS, in accordance with the CVA Grant Program (CFDA 15.616), the Grantee is a subrecipient of CVA funds in order to conduct the Project which provides protection to sensitive areas and waterways from recreational boat sewage; and WHEREAS, the Grantee is responsible for complying with the appropriate federal guidelines in performance of its activities pursuant to this Agreement. NOW, THEREFORE, in consideration of the premises 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 CVA Grant Program Guidelines (50 Code of Federal Regulations (CFR) Parts 80 and 85) which are hereby incorporated by reference as if fully set forth herein. The Grantee acknowledges that receipt of this grant does not imply nor guarantee that a federal, state or local permit will be issued for a particular activity. 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. B. The Grantee agrees to conduct the Project, in accordance with the terms 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. If the Project includes the purchase and/or repair of equipment ($1,000 or more), then the Grantee must make Project facilities available to the boating public for a minimum of five (5) years after the Project completion date set forth in paragraph 2.A. of this Agreement. D. In the event of a change in ownership, the Grantee is required to notify the Department in writing of such change no later than ten (10) days after the change in ownership occurs, and the Grantee is required to notify the new owner of this Agreement, the obligation to continue maintenance, operations and reporting for the remaining life of this Agreement. The "Bill of Sale" or other official document transferring ownership shall include these Agreement requirements. Any change in ownership will require an amendment to this Agreement. Should the new owner refuse to assume DEP Agreement No. MV266, Page I of 20 CVA 16-17 the obligations as set forth in this Agreement, the original Grantee shall reimburse the Department for the value of the equipment purchased under this Agreement as specified in 2 CFR §200.313. E. Projects receiving federal funding must comply with the National Environmental Policy Act (NEPA), which provides a framework for environmental analyses, reviews, and consultations. NEPA's process "umbrella" covers a Proj ect's compliance with all pertinent federal environmental laws. By executing this Agreement, the Department certifies that a site visit has been conducted, either pursuant to the application or when the permit was issued for the existing facility, when applicable, by qualified Department personnel to verify and document that the Project activities and location of the work described in Attachment A meet the categorical exclusion criteria under 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 appropriate documentation in its files, in accordance with the conditions of the Department's source grant agreement with the USFWS. F. The Service performed under this Agreement shall be performed in conjunction with, not in lieu of, the Service performed under DEP Contract No. MV267. 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 upon execution by both Parties and shall remain in effect for a period of five (5) years following the Project completion date in order for the Grantee to comply with the reporting requirements identified in paragraph 5 of this Agreement. The Project completion date, that is, the date by which all work under this Agreement must be completed, is August 30, 2018. The Grantee shall be eligible for reimbursement for work performed on or after July 1, 2017 through the Project completion date. B. The Grantee may claim allowable Project expenditures made on or after July 1, 2017 for purposes of meeting its match requirement identified in paragraph 3.A. 3. FUNDING/CONSIDERATION/INVOICING: A. As consideration for the services 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 $180,000.00 towards the Total Project Cost of $240,000.00 as described in Attachment A, Scope of Work and Conditions. The Parties hereto understand and agree that this Agreement requires at least a twenty- five percent (25%) match on the part of the Grantee. Therefore, the Grantee is responsible for providing $60,000.00 through cash or third party in -kind towards the work funded under this Agreement. It is understood that any additional funds necessary for the completion of this Project are the responsibility of the Grantee. This Agreement may be amended to provide for additional services if additional funding is made available by the USFWS and/or the State of Florida Legislature. B. Prior written approval from the Department's Grant Manager shall be required for changes to this Agreement. A Change Order to this Agreement is required when task timelines within the current authorized Agreement period change, and/or when the cumulative transfer of funds between approved budget categories, as defined in Attachment A, are less than ten percent (10%) of the total budget as last approved by the Department. All Change Orders are subject to the mutual agreement of both Parties as evidenced in writing. ii. A formal Amendment to this Agreement is required for changes which cause any of the following: an increase or decrease in the Agreement funding amount, a change in the Grantee's match requirements, a change in the expiration date of the Agreement, and/or DEP Agreement No. MV266, Page 2 of 20 cvA 16-17 changes to the cumulative amount of funding transfers between approved budget categories, as defined in Attachment A, exceeds or is expected to exceed ten percent (10%) of the total budget as last approved by the Department. All Amendments are subject to the mutual agreement of both Parties as evidenced in writing. C. The Grantee shall be reimbursed on a cost -reimbursement basis for all eligible Project 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, Payment Request Summary Form. To be eligible for reimbursement, costs mustbe incompliance with laws, rules and regulations applicable to expenditures of State funds, including, but not limited to, the Reference Guide for State Expenditures, which canbe accessed at the following web address: httb://www.myfloridacfo.com/aadir/reference wide/. 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 the Project completion date set forth in paragraph 2.A., to assure the availability of funds for final payment. All work performed pursuant to Attachment A must be performed on or before the Project completion date. Each payment request submitted shall document all matching funds and/or match efforts (i.e., with in - kind services) providing during the period covered by each request. All match shall meet the federal requirements established in 2 CFR §200.306 and other federal statutory requirements, as applicable. The final payment will not be processed until the match requirement has been met. D. 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 Form (Attachment B) shall be accompanied by supporting documentation and other requirements as follows for each deliverable. Reimbursement and/or allowable match shall be limited to the following budget categories: Salaries/Wages — The Grantee shall not be reimbursed for and cannot claim match for salaries/wages under the terms and conditions of this Agreement. ii. Overhead/Indirect/General and Administrative Costs — The Grantee shall not be reimbursed for and cannot claim match for any multipliers (i.e., fringe benefits, overhead, indirect, and/or general and administrative rates) under the terms and conditions of this Agreement, and this restriction shall apply to all subcontractors and lower tier transactions. iii. Contractual Services (Subcontractors) — Reimbursement requests for payments to subcontractors must be substantiated by copies of invoices with backup documentation identical to that required from the Grantee. Additionally, the Grantee may document these expenditures for meeting its match requirements. Subcontracts that involve payments for direct salaries shall clearly identify the personnel involved, hourly rate of pay, and hours spent on the Project. No multipliers (listed above and including, but not limited to, healthcare costs, retirement benefits, FICA, etc.) are authorized under the terms and conditions of this Agreement. Nonexpendable and/or nonconsumable personal property or equipment costing $1,000 or more purchased for the purposes of completing the Project under a subcontract is subject to the requirements set forth in 2 CFR Part 200, Chapters 273 and/or 274, F.S., and Chapter 69I-72, F.A.C. and/or Chapter 69I-73, F.A.C., as applicable. The Grantee shall be responsible for maintaining appropriate property records for any subcontracts that include the purchase of equipment as part of the delivery of services. The Grantee shall comply with this requirement and ensure its subcontracts issued under this Agreement, if any, impose this requirement, in writing, on its subcontractors. 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 performing the work described in Attachment A. DEP Agreement No. MV266, Page 3 of 20 cvA 16-17 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 performed 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 14 and any other appropriate provisions of this Agreement which affect subcontracting activities. iv. Travel — The Grantee shall not be reimbursed for and cannot claim match for travel expenses under the terms and conditions of this Agreement. V. Equipment— (Capital outlay costing $1,000 or more) The Grantee shall not be reimbursed for and cannot claim match for direct purchase of equipment under the terms and conditions of this Agreement. vi. Rental/Lease of Equipment — The Grantee shall not be reimbursed for and cannot claim match for the rental or lease of equipment under the terms and conditions of this Agreement. vii. Miscellaneous/Other Expenses — For example, materials, supplies, reproduction, signage, educational and instructional materials, and other allowable expenses must be documented by itemizing and including copies of receipts or invoices. The Grantee may also document these expenditures for meeting its match requirements. Additionally, independent of the Grantee's contract obligations to its subcontractor, the Department shall not reimburse or allow as match 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. E. In addition to the invoicing requirements contained in paragraphs 3.C. and D. above, the Department will periodically request proof of a transaction (invoice, payroll register, etc.) to evaluate the appropriateness of costs to the Agreement pursuant to State and Federal guidelines (including cost allocation guidelines), as appropriate. This information, when requested, must be provided within thirty (30) calendar days of such request. The Grantee may also be required to submit a cost allocation plan to the Department in support of its multipliers (overhead, indirect, general administrative costs, and fringe benefits), if applicable. State guidelines for allowable costs can be found in the Department of Financial Services' Reference Guide for State Expenditures; allowable costs and uniform administrative requirements for Federal Programs can be found under 2 CFR Part 200 and 2 CFR Part 1402, at http://www.ecfr.gov. F. For the purchase of goods or services costing more than $2,500 and less than $35,000 the Grantee shall obtain at least two (2) 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 has the right to reject all quotes and 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. For any DEP Agreement No. MV266, Page 4 of 20 cvA 16-17 purchase over $35,000 and less than the current federal simplified acquisition threshold, asset forth in the Federal Acquisition Regulations, 48 CFR §2.101, the Grantee shall follow its own documented procurement methods, available upon request, to ensure a reasonable and fair price in accordance with 2 CFR §200.320 and the intent of 287.057, F.S. The purchase of goods or services costing more than the current federal simplified acquisition threshold must be conducted in accordance with 2 CFR§200.320(c)-(f). G. Allowable costs will be determined 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. Organization Type Applicable Cost Principles 2 CFR Part 200 Uniform Administrative State, local or Indian tribal government. Requirements, Costs, Principals and Audit Reg uirements for Federal Awards Private non-profit organization other than an (1) 2 CFR Part 200 Uniform Administrative institution of higher education, (2) hospital, or (3) Requirements, Costs, Principals and organization named in 2 CFR Part 200, Appendix Audit Requirements for Federal Awards Vill. 2 CFR Part 200 Uniform Administrative Education Institutions Requirements, Costs, Principals and Audit Requirements for Federal Awards For -profit organization other than a (1) hospital, or 48 CFR Part 31, Contract Cost Principles (2) educational institute. and Procedures H. Pursuant to 2 CFR §200.322, any State agency or agency of a political subdivision of a State and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. I. i. The Grantee's accounting systems must ensure that these funds are not commingled with funds from other agencies. Funds from each agency must be accounted for separately. Grantees are prohibited from commingling funds on either a program -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 payment(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 DEP Agreement No. MV266, Page 5 of 20 cvA 16-17 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 payment(s) are recovered by the Grantee to the date repayment is made to the Department by the Grantee. Because of the federal funds awarded under this Agreement, the Grantee must 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 government. 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.USASbendin . ov. 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. 4. ANNUAL APPROPRIATION: The State of Florida's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature and the availability of funding and grants from the USFWS. The Parties hereto understand that this Agreement is not a commitment of future appropriations. Authorization for continuation and completion of work and payment associated therewith may be rescinded with proper notice at the discretion of the Department, if State of Florida 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 permit will be issued for a particular activity. 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 form provided as Attachment D, Progress Report Form, on a quarterly basis until the Project completion date identified in paragraph 2.A. Progress reports shall describe the work performed during each quarter from the date of execution to the Project completion date, problems encountered, problem resolution, schedule updates and proposed work for the next reporting period. It is hereby understood and agreed by the Parties that the term "quarterly" shall reflect the calendar quarters ending March 31, June 30, September 30 and December 31. Reports shall be submitted to the Department's Grant Manager no later than fifteen (15) 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. Some CVA-funded projects have a five (5) year reporting requirement. If required by Attachment A, the Grantee shall provide a quarterly pumpout report (available online at: http://www.dep.state.fl.us/cleanmarina/CVA/quarterly out.htm and hereby incorporated by reference) in accordance with the requirements and timeframes set forth in Attachment A. C. Pumpout facilities, pumpout vessels, or dump station services 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 pumpout fees are collected, such proceeds shall be accounted for, and must be deducted from any reimbursement requests submitted by the Grantee for expenses associated with conducting operations and maintenance activities. An accounting of all fees collected will be provided on the quarterly pumpout report described above. D. If the direct and/or indirect purchase of equipment is authorized under paragraph 22 of this Agreement, then the Grantee shall comply with the property management requirements set forth in 2 CFR §200.313. An inventory of all personal property/equipment purchased under this Agreement DEP Agreement No. MV266, Page 6 of 20 cvA 16-17 shall be completed at least once every two (2) years and submitted to the Department's Grant Manager no later than January 3 I't for each year this Agreement is in effect. A final inventory report shall be submitted to the Department at the end of the Agreement. 6. RETAINAGE: Retainage is not required under this Agreement. 7. PROJECT COMPLETION CERTIFICATION: Project completion means the Project is open and available for use by the public. Project must be designated complete prior to release of final reimbursement. In order to certify completion, the Grantee shall submit a completed and signed Pumpout Project Certification of Completion (available online at http://www.deb.state.fl.us/cleanmarinalCVA/documents/certificate c— ompletion•pdf and hereby incorporated by reference) with final invoice to the Department. 8. PROGRAM CREDITING AND SIGNAGE: The Grantee should display the appropriate pumpout symbol on facilities, such as pumpout and portable toilet dump stations, or on printed material or other visual representations relating to Project accomplishments or education/information (50 CFR §85.43 and 50 CFR §85.47). Signage specifications, crediting teat and links to required logos can be found online: htW://www.dep.state.fl.us/cleamnarina/CVA/signs.htm. A. If specified in Attachment A, the following signage is required: One (1) three-foot (3') by four -foot (4') sign of the International Pumpout Symbol to be located on a dock or on land facing the waterway and clearly visible to boaters. ii. One (1) informational sign, to be posted in a clearly visible location adjacent to the pumpout equipment, must state: fees, restrictions, hours of operation, operating instructions, an operator name and phone number, emergency phone numbers for reporting service problems, and include the following statement: "Fundedinpartby the U.S. Fishand Wildlife Service, Clean Vessel Act throughthe Florida Department of Environmental Protection." B. If required by Attachment A, all other printed materials or visual representations related to the Project, including education and instructional materials shall include the following statement: "Funded in part by the U.S. Fish and Wildlife Service, Clean Vessel Act through the Florida Department of Environmental Protection." 9. 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 immunity 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 matter arising out of any contract or Agreement. 10. DEFAULT/TERMINATION/FORCE MAJEURE: A. The Department may terminate 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 DEP Agreement No. MV266, Page 7 of 20 CVA 16-17 notice of its intent to terminate and shall provide the Grantee an opportunity to consult with the Department regarding the reason(s) for termination. B. The Department may terminate 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 work at which the Agreement is to be terminated. If the Agreement is terminated before performance is completed, the Grantee shall be paid only for that work satisfactorily performed for which costs can be substantiated. C. 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 performance 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 confirmed 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 -parry 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 performance of all services issued under this Agreement. Failure to perform by the Grantee's consultant(s) or subcontractor(s) shall not constitute a force majeure event. D. This Agreement may be terminated by the Department if written confirmation is received from the Grantee that the pumpout vessel or the pumpout equipment has been destroyed by an act of nature. E. This Agreement may be terminated by the Department if the Grantee fails to comply with the reporting requirements associated with this Agreement, as specified in paragraph 5 of this Agreement, or any previous and/or other current agreement with the Department. The Department shall apply any and all financial consequences and/or legal remedies available under the CVA program and/or in law for violations of the reporting requirements. 11. 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 services needed for submittal of a satisfactory deliverable, at no additional cost to the Department, within ten (10) days of being notified of the unsatisfactory deliverable. If a satisfactory deliverable is not submitted within the specified timeframe, the Department may, in its sole discretion, either: 1) terminate this Agreement for failure to perform subject to paragraph 10 of this Agreement, or 2) the Department Grant Manager may, by letter specifying the failure of performance 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 performed in no more than sixty (60) 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 DEP Agreement No. MV266, Page 8 of 20 cvA 16-17 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 commence 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 performance 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 performance. 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 performance of the Agreement as specified by the Department may result in termination 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 the 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. i. 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 Project or program. V. Request return to the Department of any equipment purchased with grant funds that has not been properly disposed of in accordance with the federal property management requirements set forth in 2 CFR Part 200, Subpart D (§§200.310 through 200.309). 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 termination of the Agreement are not allowable unless the Department expressly authorizes them in the notice of suspension or termination. Other Grantee costs during suspension or after termination 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 termination, 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 termination takes place. The remedies identified above, do not preclude the Grantee from being subject to debarment and suspension under Presidential Executive Orders 12549 and 12689. DEP Agreement No. MV266, Page 9 of 20 cvA 16-17 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 terms of this Agreement. 12. RECORD KEEPING/AUDIT: A. The Grantee shall maintain books, records and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. The Department, the State, 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 work 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. E. The rights of access in this paragraph are not limited to the required retention period but last as long as the records are retained. 13. 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 Grant Manager listed in paragraph 19 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 2 CFR §200.330 for determining 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: ems:A\apps.fldfs.com\fsaa C. 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. 14. SUBCONTRACTS: DEP Agreement No. MV266, Page 10 of 20 cvA 16-17 A. The Grantee may subcontract work 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, and except for those sub -grants or sub -contracts referenced in paragraph 14.C., which require prior approval. The Grantee shall submit a copy of the executed subcontract to the Department within ten (10) days after execution. Regardless of any subcontract, the Grantee is ultimately responsible for all work performed under this Agreement. The Grantee agrees to be responsible for the fulfillment of all work 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 and that the Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. B. The Grantee agrees to comply with the procurement requirements contained in 2 CFR §200.317 through 2 CFR §200.326 for its selection of subcontractors, with the exception of the procurement thresholds, which are provided in paragraph 3.F of this Agreement. C. The Grantee and/or the subcontractor shall not sub -grant or sub -contract any part of the approved project to any agency or employee of the U.S. Department of Interior (DOI) and/or other Federal department, agency, or instrumentality without the Department's prior written approval. D. The Department of Environmental Protection 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 firms that could be offered subcontracting opportunities may be obtained by contacting the Office of Supplier Diversity at (850) 487-0915. E. In accordance with 2 CFR §200.321, the Grantee and its subcontractors must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus areas firms are used when possible. The DOI encourages non-federal entities to utilize small businesses, minority business enterprises and women's business enterprises in contracts under financial assistance awards. The Grantee and its subcontractors may use the services and assistance, as appropriate, of such organization as the Small Business Administration (btW§L//www.sba.gov) and the Minority Business Development Agency (MBDA) within the Department of Commerce (h ptt ://www.mbda.gov). 15. 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. DEP Agreement No. MV266, Page I I of 20 cvA 16-17 16. PROHIBITED GOVERNMENTAL ACTIONS FOR PUBLIC WORKS PROJECTS: Pursuant to Section 255.0992, F.S., state and political subdivisions that contract for public works projects are prohibited from imposing restrictive conditions on certain contractors, subcontractors, or material suppliers and prohibited from restricting qualified bidders from submitting bids. A. "Political subdivision" means separate agency or unit of local government created or established by law or ordinance and the officers thereof. The term includes, but is not limited to, a county; a city, town, or other municipality; or a department, commission, authority, school district, taxing district, water management district, board, public corporation, institution of higher education, or other public agency or body thereof authorized to expend public funds for construction, maintenance, repair or improvement of public works. B. "Public works project' means an activity of which fifty percent (50%) or more of the cost will be paid from state -appropriated funds that were appropriated at the time of the competitive solicitation and which consists of construction, maintenance, repair, renovation, remodeling or improvement of a building, road, street, sewer, storm drain water system, site development, irrigation system, reclamation project, gas or electrical distribution system, gas or electrical substation, or other facility, project, or portion thereof that is owned in whole or in part by any political subdivision. C. Except as required by federal or state law, the state or political subdivision that contracts for a public works project may not require that a contractor, subcontractor or material supplier or carrier engaged in such project: i. Pay employees a predetermined amount of wages or prescribe any wage rate; ii. Provide employees a specified type, amount, or rate of employee benefits; iv. Control, limit, or expand staffing; or V. Recruit, train, or hire employees from designated, restricted, or single source. D. For any competitive solicitation that meets the criteria of this section, the state or political subdivision that contracts for a public works project may not prohibit any contractor, subcontractor, or material supplier or carrier able to perform such work who is qualified, licensed, or certified as required by state law to perform such work from submitting a bid on the public works project, except for those vendors listed under Section 287.133 and Section 287.134, F.S. E. Contracts executed under Chapter 337, F.S. are exempt from these prohibitions. 17. LOBBYING PROHIBITION: The Grantee agrees to comply with and include in subcontracts and subgrants, the following provisions: A. The Lobbying Disclosure Act of 1995, as amended (2 U.S.C. §1601 et seq.), prohibits any organization described in Section 501(c)(4) of the Internal Revenue Code, from receiving federal funds through an award, grant (and/or subgrant) or loan unless such organization warrants that it does not, and will not engage in lobbying activities prohibited by the Act as a special condition of such an award, grant (and/or subgrant), or loan. This restriction does not apply to loans made pursuant to approved revolving loan programs or to contracts awarded using proper procurement procedures. B. 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 DEP Agreement No. MV266, Page 12 of 20 CVA 16-17 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. C. The Grantee certifies that no funds provided under this Agreement have been used or will be used to engage in the lobbying of the Federal Government or in litigation against the United States unless authorized under existing law. D. Pursuant to 2 CFR §200.450 and 2 CFR §200.454(e), the Grantee is hereby prohibited from using funds provided by this Agreement for membership dues to any entity or organization engaged in lobbying activities. E. 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 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, then Attachment F shall not be required and shall be intentionally excluded from this Agreement. F. In accordance with Section 216.347, F.S., the Grantee is hereby prohibited from using funds provided by this Agreement for the purpose of lobbying the State of Florida 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. 18. 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. 19. 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. Any and all notices required by this Agreement shall be delivered to the Parties at the addresses identified under paragraph 19. 20. 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, MS#30 Tallahassee, Florida 32399-3000 Telephone No.: 850 245-2849 Fax No.: 1 866 340-4683 DEP Agreement No. MV266, Page 13 of 20 cvA 16-17 E-mail Address: Jessica.Chui de stateRus 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. Richard Jones or Successor Monroe County Board of County Commissioners 2798 Overseas Highway, Suite 420 Marathon, Florida 33050 Telephone No.: (305) 289-2805 Fax No.: (305) 289-2536 E-mail Address: Jones -Rich monroecoun -fl. ov In the event the Department's or the Grantee's Grant Manager changes, written notice by electronic mail with acknowledgement by the other parry will be acceptable. Any subsequent Change Order or Amendment pursuant to paragraph 3.13 should include the updated Grant Manager information. 21. INSURANCE: A. Required Coverage. At all times during the Agreement the Grantee, at its sole expense, shall maintain insurance coverage of such types and with such terms and limits described below. The limits of coverage under each policy maintained by the Grantee shall not be interpreted as limiting the Grantee's liability and obligations under the Agreement. All insurance policies shall be through insurers licensed and authorized to issue policies in Florida, or alternatively, Grantee may provide coverage through a self-insurance program established and operating under the laws of Florida. Additional insurance requirements for this Agreement may be required elsewhere in this Agreement, however the minimum insurance requirements applicable to this Agreement are: Commercial General Liability Insurance. The Grantee shall provide adequate commercial general liability insurance coverage and hold such liability insurance at all times during the Agreement. The Department of Environmental Protection, its employees, and officers shall be named as an additional insured on any general liability policies. The minimum limits shall be $200,000 each individual's claim and $300,000 each occurrence. ii. Workers' Compensation and Employer's Liability Coverage. The Grantee shall provide workers' compensation, in accordance with Chapter 440, F.S., and employer's liability insurance with minimum limits of $100,000 per accident, $100,000 per person, and $500,000 policy aggregate. Such policies shall cover all employees engaged in any work under the Agreement. iii. Commercial Automobile Insurance. If the Grantee's duties include the use of a commercial vehicle, the Grantee shall maintain automobile liability, bodily injury, and property damage coverage. Insuring clauses for both bodily injury and property damage shall provide coverage on an occurrence basis. The Department of Environmental Protection, its employees, and officers shall be named as an additional insured on any automobile insurance policy. The minimum limits shall be as follows: $300,000 Automobile Liability Combined Single Limit for Company - Owned Vehicles, if applicable $300,000 Hired and Non -owned Automobile Liability Coverage iv. Other Insurance. Additional insurance may be required by federal law, where applicable, if any work proceeds over or adjacent to water, including but not limited to Jones Act, Longshoreman's DEP Agreement No. MV266, Page 14 of 20 CVA 16-17 and Harbor Worker'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. Questions concerning required coverage should be directed to the U.S. Department of Labor(http://www.dol.gov/owcp/dlhwc/Iscontac.htm) or to the parties' insurance carrier. B. Insurance Requirements for Sub -Grantees and/or Subcontractors. The Grantee shall require its sub - grantees and/or subcontractors, if any, to maintain insurance coverage of such types and with such terms and limits as described in this Agreement. The Grantee shall require all its sub -grantees and/or subcontractors, if any, to make compliance with the insurance requirements of this Agreement a condition of all contracts that are related to this Agreement. Sub -grantees and/or subcontractors must provide proof of insurance upon request. C. Exceptions to Additional Insured Requirements. If the Grantee's insurance is provided through an insurance trust, the Grantee shall instead add the Department of Environmental Protection, its employees, and officers as an additional covered party everywhere the Agreement requires them to be added as an additional insured. Further, notwithstanding the requirements above, if Grantee is self -insured, then the Department of Environmental Protection, its employees, and officers do not need to be listed as additional insureds. D. Deductibles. The Department shall be exempt from, and in no way liable for, any sums of money representing a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the Grantee providing such insurance. E. Proof of Insurance. Upon execution of this Agreement, the Grantee shall provide the Department documentation demonstrating the existence and amount for each type of applicable insurance coverage prior to performance of any work under this Agreement. Upon receipt of written request from the Department, the Grantee shall furnish the Department with proof of applicable insurance coverage by standard form certificates of insurance, a self -insured authorization, or other certification of self-insurance. F. Failure to Maintain Coverage. In the event that any applicable coverage is cancelled by the insurer for any reason, the Grantee shall immediately notify the Department of such cancellation and shall obtain adequate replacement coverage conforming to the requirements herein and provide proof of such replacement coverage within ten (10) calendar days after the cancellation of coverage. 22. 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 services required. 23. EQUIPMENT: Reimbursement for direct or indirect equipment purchases costing $1,000 or more is not authorized under the terms and conditions of this Agreement. Attachment G, Property Reporting Form, is not applicable and shall be intentionally excluded. 24. UNAUTHORIZED EMPLOYMENT: The employment of unauthorized aliens by any Grantee/subcontractor is considered a violation of Section 274A(e) of the Immigration and Nationality Act. If the Grantee/subcontractor knowingly employs unauthorized aliens, such violation 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. 25. QUALITY ASSURANCE REQUIREMENTS: DEP Agreement No. MV266, Page 15 of 20 cvA 16-17 If the Grantee's Project involves environmentally -related measurements or data generation, the Grantee shall develop and implement quality assurance practices consisting of policies, procedures, specifications, standards, and documentation sufficient to produce data of quality adequate to meet Project objectives and to minimize loss of data due to out -of -control conditions or malfunctions. All sampling and analyses performed under this Agreement must conform with the requirements set forth in Chapter 62-160, F.A.C., as may be amended from time to time, and the Quality Assurance Requirements for Department Agreements, attached hereto and made part hereof as Attachment H, Quality Assurance Requirements for Contracts and Grants, if applicable. If the Project does not involve environmentally -related measurements or data generation, this Attachment shall not be required and shall be intentionally excluded. 26. DISCRIMINATION: A. The Grantee agrees to comply with the provisions of 43 CFR Part 17 "Nondiscrimination in Federally Assisted Programs of the Department of Interior." 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 performance of this Agreement. B. Facilities or programs that receive federal financial assistance, may not, directly or through contractual or other arrangements, deny service or accessibility based on the grounds of race, color, national origin disability, or age. C. 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. Upon certification of completion the Project shall be readily accessible, on a non-exclusive basis, to the general public without regard to age, sex, race, physical handicap, or other conditions, and without regard to residency of the user in another political subdivision. D. 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. E. Grantee agrees to comply with the Americans With Disabilities Act (42 USC § 12 10 1, et se .), 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. F. Grantee must identify any products that may be used or adapted for use by visually, hearing, or other physically impaired individuals. 27. DEBARMENT/SUSPENSION: In accordance with Presidential Executive Order 12549, Debarment and Suspension (2 CFR Part 1400), the Grantee agrees and certifies that neither it, nor its principals, is presently debarred, suspended, proposed for debarment, 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. DEP Agreement No. MV266, Page 16 of 20 cvA 16-17 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 work under this Agreement 28. COPYRIGHT, PATENT AND TRADEMARK: The USFWS and the Department, reserve a royalty -free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for government purposes: 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. 29. LAND ACQUISITION: Land acquisition is not authorized under the terms of this Agreement. 30. CONTRACT PROVISIONS AND REGULATIONS: The Grantee agrees to comply with, and include as appropriate in subcontracts and subgrants, the provisions contained in Attachment I, Contract Provisions for DOI-Funded Agreements, attached hereto and made a part hereof. 31. PHYSICAL ACCESS AND INSPECTION: As applicable, Department personnel shall be given access to and may observe and inspect work being performed under this Agreement with reasonable notice and during normal business hours, including by any of the following methods: A. Grantee shall provide access to any location or facility on which Grantee is performing work, or storing or staging equipment, materials or documents; B. Grantee shall permit inspection of any facility, equipment, practices, or operations required in performance of any work 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. 32. PUBLIC RECORDS REQUIREMENTS: A. If the Agreement exceeds $35,000.00, and if the Grantee is acting on behalf of the Department in its performance of services under the Agreement, the Grantee must allow public access to all documents, papers, letters, or other material, regardless of the physical form, characteristics, or means of transmission, made or received by the Grantee in conjunction with the Agreement (Public Records), unless the Public Records are exempt from section 24(a) of Article I of the Florida Constitution or section 119.07(1), F. S. B. The Department may unilaterally terminate the Agreement if the Grantee refuses to allow public access to Public Records as required by law. C. For the purposes of this paragraph, the term "contract' means the "Agreement." If the Grantee is a "contractor" as defined in section 119.0701(1)(a), F.S., the following provisions apply: DEP Agreement No. MV266, Page 17 of 20 cvA 16-17 I. Keep and maintain Public Records required by the Department to perform the service. ii. Upon request, provide the Department with a copy of requested Public Records or allow the Public Records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law. iii. A contractor who fails to provide the Public Records to the Department within a reasonable time may be subject to penalties under section 119.10, F.S. IV. Ensure that Public Records that are exempt or confidential and exempt from Public Records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the Public Records to the Department. V. Upon completion of the contract, transfer, at no cost, to the Department all Public Records in possession of the contractor or keep and maintain Public Records required by the Department to perform the service. If the contractor transfers all Public Records to the Department upon completion of the contract, the contractor shall destroy any duplicate Public Records that are exempt or confidential and exempt from Public Records disclosure requirements. If the contractor keeps and maintains Public Records upon completion of the contract, the contractor shall meet all applicable requirements for retaining Public Records. All Public Records stored electronically must be provided to the Department, upon request from the Department's custodian of Public Records, in a format specified by the Department as compatible with the information technology systems of the Department. These formatting requirements are satisfied by using the data formats as authorized in the contract or Microsoft Word, Outlook, Adobe, or Excel, and any software formats the contractor is authorized to access. vi. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, F.S., TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, CONTACT THE DEPARTMENT'S CUSTODIAN OF PUBLIC RECORDS AT: Telephone: (850) 245-2118 Email: public. servicesndep. state. fl.us Mailing Address: Department of Environmental Protection ATTN: Office of Ombudsman and Public Services Public Records Request 3900 Commonwealth Boulevard, MS 49 Tallahassee, Florida 32399 33. 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 work under this Agreement. Pursuant to Section 287.135, F.S., the Department may immediately 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 DEP Agreement No. MV266, Page 18 of 20 cvA 16-17 activity during the term 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. 34. EXECUTION IN COUNTERPARTS: This Agreement, and any Amendments or Change Orders thereto, 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' format 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. 35. 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 manner 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. 36. 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. MV266, Page 19 of 20 CVA 16-17 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 IM Mayor Print Name and Title FEID No. 59-6000749 STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION 10 Secretary or designee Print Name and Title Date Approved as to form and legality: DEP Attorney For Agreements with governmental boards/commissions: If someone other than the Chairman signs this Agreement, a resolution, statement or other document authorizing that person to sign the Agreement on behalf of the governmental board/commission 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 PUment/Match Request Form (1 Page) Attachment C Contract Payment Requirements (1 Page) Attachment D Progress Report Form (1 Page) Attachment E Special Audit Requirements (5 Pages) Attachment F Disclosure of Lobbying Activities (2 Pages) Attachment G Attachmentlntentionally Excluded Attachment H Attachmentlntentionally Excluded Attachment I Contract Provisions for DOI-Funded Agreements (5 Pages) DEP Agreement No. MV266, Page 20 of 20 CVA 16-17 ATTACHMENT A Clean Vessel Act Grant Program Scope of Work and Conditions Monroe County Mobile Vessel Pumpout Service PURPOSE The primary goal of the Clean Vessel Act is to reduce overboard sewage discharge from recreational boats by providing pumpout and dump stations for recreational boaters to dispose of human waste in an environmentally safe manner. The purpose of the Clean Vessel Act Grant Program is to establish or restore pumpout facilities that are operational and accessible to the general boating public for the useful life of the facilities. The program also provides educational materials for boaters on the hazards of boater sewage, when applicable. The Clean Vessel Grant Program may have received verification from the Department District Office that a site visit/permit verification has been conducted. The project is located at 500 Whitehead Street, Key West, FL 33040 ("project site"), known as project Clean Vessel Act Grant; CVA17-818, Monroe County Board of County Commissioners. The Grantee shall operate each pumpout facility, pumpout vessel, or dump station funded under this Agreement so that it is open and available to the recreational boating public. Each pumpout facility, pumpout vessel, or dump station shall be operated, maintained, and continue to be reasonably accessible to all recreational vessels for the period of time set forth in Paragraph 2.A. of the Agreement. The Grantee will conduct operations of the pumpout facility, pumpout vessel, or dump stations in accordance with this Attachment A, which shall serve as the Pumpout Station Operational Plan. Pumpout vessels are to be used solely for the collection and hauling of recreational boat sewage. PROJECT DESCRIPTION The Grantee will contractwith a contractor (Contractor) to provide theMonroe County Mobile Vessel Pumpout Service (Service) to vessels located throughout areas of Monroe County within the Florida Keys. The Service will be provided to meet certain objectives as directed and established by the Monroe County Board of County Commissioners that are consistent with the reduction or elimination of environmental impacts associated with the illegal discharge of sewage from vessels, and to further enable compliance with regulations of the federal No Discharge Zone established by the U.S. Environmental Protection Agency and no discharge regulations established by the Florida Keys National Marine Sanctuary. The Grantee's Contractor will provide the staff, equipment and vessels to perform a target quota of 1,800 pumpouts per month through a separate Agreement between Monroe County and Sub -Contractor (i.e. the County's Contractor), based on a 5-day work week with operation hours of 9am to 5pm. Four (4) pumpout vessels will be provided and properly maintained to ensure suitable service. An additional three (3) vessels will be provided as backup in the event a vessel is taken out of service for maintenance. The Service will be provided at no charge for up to one pumpout per week to all anchored recreational vessels in the unincorporated waters of Monroe County within the Florida Keys. Service may also be provided to vessels at marinas, with priority given to marinas without pumpout facilities. Each pumpout vessel will be equipped with a monitoring device that will track the vessel, indicating the location of the pumpout vessel, pumpout vessel activity, locations of pumpout customers and duration of pumping time. Such equipment of monitoring device(s) shall at all times comply with Florida Statute § 934.425 (2015). A data software service will be subscribed to for use of the monitoring device, and for logging pumpout vessel activity throughout the period of this Agreement. The monitoring data will be accessible by the Department and the Grantee. Each pumpout vessel will have signage installed complete with the universal pumpout logo and accreditation logos on the hull of each vessel. Monitoring devices, data software service subscription, and signage will be reimbursable items under this Agreement. Pumpout Vessel Captains will provide registration assistance to recreational vessel owners/operators as needed. In coordination with Grantee staff and Florida Fish and Wildlife Conservation Commission (FWC) staff, the Sub- contractor will identify to the FWC any occupied anchored vessels that are not participating in the pumpout program or requesting pumpouts. DEP Agreement No. MV266, Attachment A, Page 1 of 5 The Grantee's Contractor will provide all personnel necessary to perform the work under this Agreement. All personnel engaged in performing the Service under this Agreement shall be fully qualified, and, if required, be authorized or permitted under State and local laws to perform such Service. Personnel shall not be employees of or have any contractual relationship with the Grantee or the Department. Five (5) Pumpout Vessel Captains, one (1) Maintenance Captain and a Project Manager that has extensive experience and training in the pumpout industry will be provided by the Sub -contractor. The Maintenance Captain's duties will include performing repair and maintenance on pumpout vessels, pumpout vessel operational training, and act as an additional Pumpout Vessel Captain as needed. The Maintenance Captain will not perform administrative duties. The Project Manager will not be paid through CVA grant funds under this Agreement. The Project Manager's primary duties will include overall administration of the program, public relations, financial management, staff management, coordination of maintenance and repairs, pumpout scheduling, overseeing the registration process, interfacing with related non-profit programs, governmental entities, and commercial interests, and to be the point of contact for FWC concerning "Proof of Pumpout" of vessels located in Managed Anchoring Zones (as described in the Monroe County anchoring ordinance). Recreational vessel owners/operators will be encouraged by the Grantee and its Contractor to register for routine pumpout service, 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. For areas that are less conducive to or for the orange flag procedure, due to widely spaced vessels, the Pumpout Vessel Captains will make prior arrangements on specific pumpout schedules. Registration forms for participation in the program will be made available by the Pumpout Vessel Captains who actively seek out new vessels as part of their regular operations and online through the website maintained by the Grantee's Contractor. Additionally, registration forms will be made available at the Monroe County Marine Resources Office, various marinas and canbe requested by phone. Registration to participate in the pumpout program is free for recreational vessels operating within the Service area. The participant (customer) submits his/her registration information, which will be entered into the Sub -contractor's database and added to the Service schedule for the pumpout vessel operating in the applicable area(s). Upon the first visit by the Pumpout Vessel Captain, he/she will affix the identification decal to the bow of the vessel (adjacent to the state vessel registration decal location), attach the orange service flag to the bow rail and explain the general and Service area specific procedures to the recreational vessel operator. For recreational vessel owners/operators that are unable to register online but need service, Pumpout Vessel Captains will assist as needed so all anchored vessels may receive Service. When the vessel is being pumped out for the first time, and during the first pumpout of every month thereafter, the monthly endorsement sticker will be placed on the identification decal by the Pumpout Vessel Captain (indicating proof of pumpout for that month). Through CVA funding under this Agreement, the Grantee's Contractor will maintain a website through which boaters can register for Service. Registration packets and educational materials will be distributed throughout the Florida Keys informing boaters of the effects of sewage in the water and how they can obtain pumpout service. All educational materials will be submitted to the Grantee and the Department for approval prior to publishing. A Service schedule for each pumpout vessel placed in service will be made available on the website. The registration forms provided on the website will request the mooring location of the vessel (latitude/longitude), registration number and state, country of origin, size and type of the vessel, identifying characteristics of the vessel, information on the vessel's pumpout system, the name of the vessel, and a point of contact for the vessel. The registration form must be signed by the recreational vessel owner/operator and/or captain and allows the Pumpout Vessel Captain permission to pump out the participating vessel and board the vessel (however, boarding vessels should only be performed as necessary). Vessel operators refusing to sign the liability waiver associated with the registration will not receive Service. The Department will not be held responsible for any damages to recreational vessels participating in the Grantee's pumpout project. Vessel waste will be offloaded and properly disposed of utilizing fixed pumpout stations located throughout the Florida Keys, and, when necessary, hauled out by licensed waste haulers, at a rate customary for the industry or will be transported by a sub -contractor by mobile sewage tank for disposal. Any sewage hauling and disposal is reimbursable under the terms and conditions of this Agreement. DEP Agreement No. MV266, Attachment A, Page 2 of 5 Project Required Submittals and Requirements The following documents are required submittals under this Agreement. Failure to provide any of the following in the time frames provided may result in denial of reimbursement request. These provisions also represent requirements under this Agreement that must be complied with for the term of this Agreement. In addition to required documentation requesting reimbursement as provided in Paragraph 3 of the Agreement, the Grantee shall, with the reimbursement request, submit all of the following: A. A Sample Daily Pumpout Log which shall provide for daily logging of vessels pumped, total gallons pumped per vessel, vessel registration, fees collected (if any), offloading locations, quantity and costs (if any) and maintenance records. The actual daily logs are not required to be submitted to the Department. However, Grantee must keep the logs as backup documentation for 5 years following the project completion date. B. The Grantee shall submit all of the Deliverables listed below beginning upon the first quarter of the operations until the project completion date of June 30, 2018. C. The Grantee shall submit a copy of executed subcontracts within 10 calendar days after execution in accordance with Paragraph 14 of the Agreement. TASKS/DELIVERABLES The following is a schedule of tasks/deliverables and budget detail for the completion of the tasks required to complete this project. Payment can be requested upon submission, review, and approval of the deliverables assigned to each task. Task 1. Operations of Pumpout Service: The Grantee's Contractor is responsible for ensuring that the pumpout vessels are operated according to the Monroe County Mobile Vessel Pumpout Service Scope of Services and Conditions as described in this Attachment A. Descriptions/applications of allowable costs under this Agreement are as follows: • Salaries for the Pumpout Vessel Captains and Maintenance Captain will be invoiced at an hourly wage for each hour worked as identified in the Budget description. • Outsourced maintenance and repair of the vessels, beyond that performed by the Maintenance Captain, which is not invoiced separately but provided for in his/her salary, will be invoiced at the actual cost of maintenance/repair parts, supplies and labor. • Costs for sewage transport by the Sub -contractor from the pumpout vessel to a local marina (or other facility) for disposal through a fixed pumpout station will not be invoiced separately, but will be included in the Pumpout Vessel Captain's or Maintenance Captain's salary rate and hours worked. • Sewage disposal fees will be invoiced based on actual fees charged by marinas (or other facility) with fixed pumpout stations. • Outreach materials, registration packets, flags, identification decals and stickers for pumpouts will be based on actual costs. • Replacement costs for consumable boat supplies such as fenders and lines will be invoiced based on actual cost of the items. • Replacement costs of Global Positioning System (GPS) or GPS Chartplotter equipment will be invoiced based on the cost of an equivalent new unit. • Personal Protective Equipment will be invoiced based on actual cost of gloves, safety glasses and sewage -proof protective coverings. • Website management, provided by a separate sub -contractor, will be invoiced quarterly throughout the term of this Agreement. Signed Monthly Pumpout Logs will be submitted to the Grantee, specific to each pumpout vessel and broken down by Service area, indicating the name of the Pumpout Vessel Captain, number of pumpouts performed, including the number of in state vessels and out of state vessels, volume of sewage pumped out, number of individual vessels pumped out and method of disposal, which shall be summarized and submitted as the Quarterly Pumpout Report listed DEP Agreement No. MV266, Attachment A, Page 3 of 5 in the below deliverables. Grantee shall keep the Monthly Pumpout Logs as backup in accordance with the retention period set forth in the Agreement. Deliverables: To be submitted quarterly with each request for reimbursement: • A listing of Captains' names, hourly rate, and number of hours worked; • A list of receipts for allowable costs; • Vessel hull numbers provided for the vessels serviced and repaired; • A copy of any outreach materials created for distribution; • Quarterly Pumpout Report showing minimum of 2,317 pumpouts; • Quarterly Summary of Allowable Expenses; and • Log -in information for access to the Sea Sync monitoring data. Performance Standard: The Department's Grant Manager will review the deliverables showing number of vessels pumped and hours worked to confirm that the requirements in the Scope of Services and Conditions and this task description are met. Task Timeline: Beginning July 1, 2017, the Grantee will submit the deliverables quarterly through the end of this Agreement. Budget: This grant includes only contractual services. Notwithstanding, allowable costs for reimbursement under this task (Task 1- Operations) include costs for: Salaries: • Pumpout Vessel Captains' salary and Maintenance Captain's salary $18.00/hour to $20.00/hour (total range of $4,320.00 to $4,800.00 per week, based on six staff working an average of 40 hours each for 52 weeks (2080 hours) for a total of $224,640 to $249,600 in salaries). • Pumpout Vessel Captain's salary to perform pumpout service, including: vessel operations and routine minor cleaning (including soft cleaning of boat hulls), pumpout operations, sewage offloading, operating tow vehicles/trailers, sewage truck operations, sewage transport to offload marine sewage at fixed pumpout stations, performing minor maintenance and repairs, pumpout vessel operational training, logging minor maintenance and repair activities, and logging pumpout activity. • Maintenance Captain's salary to perform all the duties of the Pumpout Vessel Captains and additional duties, including: necessary/routine maintenance and repairs, major cleaning (e.g. pressure washing boat hulls, bottom painting). Other Operational Costs: Maintenance: • Costs for outsourced scheduled preventative maintenance. • Costs of outsourced maintenance and repairs on pumpout vessels, pumps, boat engines and trailers (includes parts each up to $2,500). The Grantee shall provide the Department with two written quotes for any outsourced maintenance and repair costs over $2,500. Outsourced maintenance and repair costs over $2,500 will not be reimbursed unless the Grantee (1) submits the two written quotes along with a request to proceed with one of the received quotes and (2) receives written approval prior to incurring the cost from the Department's Grant Manager. • Costs for pressure washing and bottom painting of boat hulls. Parts and Supplies: • Costs of supplies and parts (each up to $2,500) needed to perform routine scheduled maintenance and repair. • Supplies including: bleach, cleaning supplies and detergents. • Personal Protective Equipment including: safety glasses, sanitary gloves and sewage -proof protective coverings (e.g. sewage protective jackets). • Fenders and lines. • Oil, rags and lubricants. • Holding tank treatment. • Batteries. DEP Agreement No. MV266, Attachment A, Page 4 of 5 • Life Vests. • Tools. Docking: • Docking and Vessel/Trailer/Truck storage fees. Electronic equipment: • Replacement costs of VHF radios and GPS/GPS Chartplotter location devices. • Replacement costs of monitoring devices. Sewage hauling, transport and disposal: • Sewage hauling by licensed contractor. • Sewage disposal fees. Program information and registration: • Printing of registration materials. • Purchase of identification decals and monthly endorsement stickers. • Signage and flags. Computer software and subscriptions: • Website management performed by a separate sub -contractor. • Monitoring data subscription (i.e. data software service). The following costs will not be reimbursed under this Agreement: fuel, insurance, vessel registrations, collision damage, damages that are covered under insurance, Project Manager's salary, accounting costs, electronic equipment (excluding GPS/GPS Chartplotters, VHF Radios, and monitoring devices), jackets, boots, clothing not specific to sewage protection and equipment over $1,000. In addition, administrative salaries are not reimbursable. CVA BUDGET TABLE Cost reimbursable grant funding must not exceed the category totals for the project as indicated below. Grant Grantee Tasks Category Award Match Total Amount Amount Operations of Pumpout Service Contractual Services $180,000.00 $60,000.00 $240,000.00 (Subcontractors) Total Grant Award Amount (no $180,000.00 neater than 75%) TotalMatch' Amount (no less $60,000.00 than 25afo DEP Agreement No. MV266, Attachment A, Page 5 of 5 ATTACHMENT B GRANT PAYMENT/MATCH REQUEST FORM M V CVA Grantee Name DEP Program: Clean Vessel Act Grant Program If reimbursement is being requested, an invoice on facility letterhead must accompany this form. Total Project (100% of cost) Permits Site Preparation Renovation Equipment Purchase Equipment Installation Operations of Equipment Maintenance and Repair Sewage Hauling Pumpout Signage Educational and Instructional Materials Total Project Cost 75% Reimbursable to Grantee 25% Grantee Match $0.00' $0.00' $0.00' I attest that documentation has been and will be maintained as required by this Agreement to support the amounts reported above and is available for audit upon request. I attest that all expenditures prior to this request have been made and are true and accurate and are only for the purposes as described in Clean Vessel Act Grant Project Agreement No. MV . I further attest, that (Grantee) has complied with the terms and conditions of this Agreement. Grantee's Grant Manager Date cc to 6 z E a� d U CL LU as E CU CVA 01 Attachment B (Revised 07/21/2017), Page 1 of 1 ATTACHMENT C Contract Payment Requirements Florida Department of Financial Services, Reference Guide for State Expenditures Cost Reimbursement Contracts Invoices for cost reimbursement contracts must be supported by an itemized listing of expenditures by category (salary, travel, expenses, etc.). Supporting documentation must be provided for each amount for which reimbursement is being claimed indicating that the item has been paid. Check numbers may be provided in lieu of copies of actual checks. Each piece of documentation should clearly reflect the dates of service. Only expenditures for categories in the approved contract budget should be reimbursed. Listed below are examples of the types of documentation representing the minimum requirements: (1) Salaries: A payroll register or similar documentation should be submitted. The payroll register should show gross salary charges, fringe benefits, other deductions and net pay. If an individual for whom reimbursement is being claimed is paid by the hour, a document reflecting the hours worked times the rate of pay will be acceptable. (2) Fringe Benefits: Fringe Benefits should be supported by invoices showing the amount paid on behalf of the employee (e.g., insurance premiums paid). If the contract specifically states that fringe benefits will be based on a specified percentage rather than the actual cost of fringe benefits, then the calculation for the fringe benefits amount must be shown. Exception: Governmental entities are not required to provide check numbers or copies of checks for fringe benefits. (3) Travel: Reimbursement for travel must be in accordance with Section 112.061, Florida Statutes, which includes submission of the claim on the approved State travel voucher or electronic means. N/A under this Agreement. (4) Other direct costs: Reimbursement will be made based on paid invoices/receipts. If nonexpendable property is purchased using State funds, the contract should include a provision for the transfer of the property to the State when services are terminated. Documentation must be provided to show compliance with Department of Management Services Rule 60A-1.017, Florida Administrative Code, regarding the requirements for contracts which include services and that provide for the contractor to purchase tangible personal property as defined in Section 273.02, Florida Statutes, for subsequent transfer to the State. (5) In-house charges: Charges which may be of an internal nature (e.g., postage, copies, etc.) may be reimbursed on a usage log which shows the units times the rate being charged. The rates must be reasonable. N/A under this Agreement. (6) Indirect costs: If the contract specifies that indirect costs will be paid based on a specified rate, then the calculation should be shown. N/A under this Agreement. Contracts between state agencies, and or contracts between universities may submit alternative documentation to substantiate the reimbursement request that may be in the form of FLAIR reports or other detailed reports. The Florida Department of Financial Services, online Reference Guide for State Expenditures can be found at this web address: http://www.fldfs.com/aadir/reference_guide.htm DEP Agreement No. MV266, Attachment C, Page I of I cvA 16-17 ATTACHMENT D QUARTERLY PROGRESS REPORT FORM Project Number: Agreement Number: Grantee Name: Reporting Period: Year - 2017 Quarter - 1»-January, February, March Provide a summary of the project's accomplishments to date. Provide an update on the estimated time for completion of the project, and an explanation if there are any anticipated delays. Identify below, and attach copies of any relevant work being submitted for this project for the reporting period (e.g. copies of permits, photographs, etc.) This report is submitted in accordance with the reporting requirements of Clean Vessel Act Project Agreement No. I I and accurately reflects the activities and costs associated with the approved project. Signature of Grantee's Grant Manager Date CVA02 Attachment D (Revised 07/21/2017), Page 1 of 1 ATTACHMENT E SPECIAL AUDIT REQUIREMENTS The administration of resources awarded by the Department of Environmental Protection (which may be referred to as the 'Department", 'DEP", 7DEP" or "Grantor", or other name in the contract/agreement) to the recipient (which may be referred to as the "Contractor", Grantee" or other name in the contract/agreement) may be subject to audits and/or monitoring by the Department of Environmental Protection, as described in this attachment. MONITORING In addition to reviews of audits conducted in accordance with OMB Circular A-133, as revised, 2 CFR Part 200, Subpart F, and Section 215.97, F.S., as revised (see "AUDITS" below), monitoring procedures may include, but not be limited to, on -site visits by Department staff, limited scope audits as defined by OMB Circular A-133, as revised, and 2 CFR Part 200, Subpart F, and/or other procedures. By entering into this Agreement, the recipient agrees to comply and cooperate with any monitoring procedures/processes deemed appropriate by the Department of Environmental Protection. In the event the Department of Environmental Protection determines that a limited scope audit of the recipient is appropriate, the recipient agrees to comply with any additional instructions provided by the Department to the recipient regarding such audit. The recipient further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Chief Financial Officer or Auditor General. AUDITS PART L• FEDERALLY FUNDED This part is applicable if the recipient is a State or local government or a non-profit organization as defined in OMB Circular A-133, as revised (for fiscal year start dates prior to December 26, 2014), or as defined in 2 CFR §200.330 (for fiscal year start dates after December 26, 2014). In the event that the recipient expends $500,000 ($750,000 for fiscal year start dates after December 26, 2014) or more in Federal awards in its fiscal year, the recipient must have a single or program -specific audit conducted in accordance with the provisions of OMB Circular A-133, as revised, and 2 CFR Part 200, Subpart F. EXHIBIT 1 to this Attachment indicates Federal funds awarded through the Department of Environmental Protection by this Agreement. In determining the Federal awards expended in its fiscal year, the recipient shall consider all sources of Federal awards, including Federal resources received from the Department of Environmental Protection. The determination of amounts of Federal awards expended should be in accordance with the guidelines established by OMB Circular A-133, as revised, and 2 CFR Part 200, Subpart F. An audit of the recipient conducted by the Auditor General in accordance with the provisions of OMB Circular A-133, as revised, and 2 CFR Part 200, Subpart F, will meet the requirements of this part. In connection with the audit requirements addressed in Part I, paragraph 1, the recipient shall fulfill the requirements relative to auditee responsibilities as provided in Subpart C of OMB Circular A-133, as revised, and 2 CFR Part 200, Subpart F. If the recipient expends less than $500,000 (or $750,000, as applicable) in Federal awards in its fiscal year, an audit conducted in accordance with the provisions of OMB Circular A-133, as revised, and 2 CFR Part 200, Subpart F, is not required. In the event that the recipient expends less than $500,000 (or $750,000, as applicable) in Federal awards in its fiscal year and elects to have an audit conducted in accordance with the provisions of OMB Circular A-133, as revised, and 2 CFR Part 200, Subpart F the cost of the audit must be paid from non -Federal resources (i.e., the cost of such an audit must be paid from recipient resources obtained from other than Federal entities). The recipient may access information regarding the Catalog of Federal Domestic Assistance (CFDA) via the internet at www.cfda.gov DEP Agreement No. MV266, Attachment E, Page 1 of 5 CVA 16-17 PART II: STATE FUNDED This part is applicable if the recipient is a nonstate entity as defined by Section 215.97(2)(n), Florida Statutes. In the event that the recipient expends a total amount of state financial assistance equal to or in excess of $750,000 in any fiscal year of such recipient, the recipient must have a State single or project -specific audit for such fiscal year in accordance with Section 215.97, Florida Statutes; applicable rules of the Department of Financial Services; and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General. EXHIBIT I to this Attachment indicates state financial assistance awarded through the Department of Environmental Protection by this Agreement. In determining the state financial assistance expended in its fiscal year, the recipient shall consider all sources of state financial assistance, including state financial assistance received from the Department of Environmental Protection, other state agencies, and other nonstate entities. State financial assistance does not include Federal direct or pass -through awards and resources received by a nonstate entity for Federal program matching requirements. In connection with the audit requirements addressed in Part II, paragraph 1; the recipient shall ensure that the audit complies with the requirements of Section 215.97(7), Florida Statutes. This includes submission of a financial reporting package as defined by Section 215.97(2), Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General. If the recipient expends less than $750,000 in state financial assistance in its fiscal year, an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, is not required. In the event that the recipient expends less than $750,000 in state financial assistance in its fiscal year, and elects to have an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, the cost of the audit must be paid from the non -state entity's resources (i.e., the cost of such an audit must be paid from the recipient's resources obtained from other than State entities). For information regarding the Florida Catalog of State Financial Assistance (CSFA), a recipient should access the Florida Single Audit Act website located at htW5L//apps.fldfs.com/fsaa for assistance. In addition to the above websites, the following websites may be accessed for information: Legislature's Website at http://www.lei.state.fl.us/Welcomehndex.cfm, State of Florida's website at h�ptt ://www.myflorida.com/, Department of Financial Services' Website at http://www.fldfs.com/ and the Auditor General's Website at http://www.myflor da.com/aud en/. PART III: OTHER AUDIT REQUIREMENTS (NOTE: This part would be used to specify any additional audit requirements imposed by the State awarding entity that are solely a matter of that State awarding entity's policy (i.e., the audit is not required by Federal or State laws and is not in conflict with other Federal or State audit requirements). Pursuant to Section 215.97(8), Florida Statutes, State agencies may conduct or arrange for audits of State financial assistance that are in addition to audits conducted in accordance with Section 215.97, Florida Statutes. In such an event, the State awarding agency must arrange for funding the full cost of such additional audits.) PART IV: REPORT SUBMISSION Copies of reporting packages for audits conducted in accordance with OMB Circular A-133, as revised, and 2 CFR Part 200, Subpart F and required by PART I of this Attachment shall be submitted, when required by Section .320 (d), OMB Circular A-133, as revised, and 2 CFR Part 200, Subpart F, by or on behalf of the recipient directly to each of the following: DEP Agreement No. MV266, Attachment E, Page 2 of 5 cvA 16-17 A. The Department of Environmental Protection at one of the following addresses: By Mail: Audit Director Florida Department of Environmental Protection Office of the Inspector General, MS 40 3900 Commonwealth Boulevard Tallahassee, Florida 32399-3000 Electronically: FDEPSin�leAudit(a�deb. state.fl.us B. The Federal Audit Clearinghouse designated in OMB Circular A-133, as revised, and 2 CFR §200.501(a) (the number of copies required by Sections .320 (d)(1) and (2), OMB Circular A-133, as revised, and 2 CFR §200.501(a) should be submitted to the Federal Audit Clearinghouse), at the following address: Federal Audit Clearinghouse Bureau of the Census 1201 East loth Street Jeffersonville, IN 47132 Submissions of the Single Audit reporting package for fiscal periods ending on or after January 1, 2008, must be submitted using the Federal Clearinghouse's Internet Data Entry System which can be found at http://harvester.census.gov/facweb/ C. Other Federal agencies and pass -through entities in accordance with Sections .320 (e) and (f), OMB Circular A-133, as revised, and 2 CFR §200.512. Pursuant to Section .320(f), OMB Circular A-133, as revised, and 2 CFR Part 200, Subpart F, the recipient shall submit a copy of the reporting package described in Section .320(c), OMB Circular A-133, as revised, and 2 CFR Part 200, Subpart F, and any management letters issued by the auditor, to the Department of Environmental Protection at one the following addresses: By Mail: Audit Director Florida Department of Environmental Protection Office of the Inspector General, MS 40 3900 Commonwealth Boulevard Tallahassee, Florida 32399-3000 Electronically: FDEPSingleAudit(a�dep. state.fl.us Copies of financial reporting packages required by PART II of this Attachment shall be submitted by or on behalf of the recipient directly to each of the following: A. The Department of Environmental Protection at one of the following addresses: By Mail: Audit Director Florida Department of Environmental Protection Office of the Inspector General, MS 40 3900 Commonwealth Boulevard Tallahassee, Florida 32399-3000 DEP Agreement No. MV266, Attachment E, Page 3 of 5 cvA 16-17 Electronically: FDEPSin��state.fi.us B. The Auditor General's Office at the following address: State of Florida Auditor General Room 401, Claude Pepper Building I I I West Madison Street Tallahassee, Florida 32399-1450 Copies of reports or management letters required by PART III of this Attachment shall be submitted by or on behalf of the recipient directly to the Department of Environmental Protection at one of the following addresses: By Mail: Audit Director Florida Department of Environmental Protection Office of the Inspector General, MS 40 3900 Commonwealth Boulevard Tallahassee, Florida 32399-3000 Electronically: FDEPSin��state.fi.us Any reports, management letters, or other information required to be submitted to the Department of Environmental Protection pursuant to this Agreement shall be submitted timely in accordance with OMB Circular A-133, as revised, and 2 CFR Part 200, Subpart F, Florida Statutes, or Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General, as applicable. Recipients, when submitting financial reporting packages to the Department of Environmental Protection for audits done in accordance with OMB Circular A-133, as revised and 2 CFR Part 200, Subpart F, or Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General, should indicate the date that the reporting package was delivered to the recipient in correspondence accompanying the reporting package. PART V: RECORD RETENTION The recipient shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a period of 5 years from the date the audit report is issued, and shall allow the Department of Environmental Protection, or its designee, Chief Financial Officer, or Auditor General access to such records upon request. The recipient shall ensure that audit working papers are made available to the Department of Environmental Protection, or its designee, Chief Financial Officer, or Auditor General upon request for a period of 3 years from the date the audit report is issued, unless extended in writing by the Department of Environmental Protection. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK DEP Agreement No. MV266, Attachment E, Page 4 of 5 CVA 16-17 E.1.f EXHIBIT — 1 FUNDS AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: Federal Resources Awarded to the Reci ient Pursuant to this Agreement Consist of the Following: Federal Program Number Federal Agency CFDA Number CFDA Title Fundin Amount State Appropriation Cate o Original Agreement Department of Interior, U.S. Fish and Wildlife Service 15.616 Clean Vessel Act $180,000.00 140122 State Resources Awarded to the Recipient Pursuant to this A reement Consist of the Following Matching Resources for Federal Pro rams: Federal Program Number Federal Agency CFDA CFDA Title Funding Amount State Appropriation Category State Resources Awarded to the Recipient Pursuant to this A reement Consist of the Following Resources Suh'ect to Section 215.97, F.S.: State Program Number Funding Source State Fiscal Year CSFA Number CSFA Title or Funding Source Description Funding Amount State Appropriation Category Total Award 1 $180,000.00 For each program identified above, the recipient shall comply with the program requirements described in the Catalog of Federal Domestic Assistance (CFDA) [www.efda.gov] and/or the Florida Catalog of State Financial Assistance (CSFA) [https://apes.fldfs.com fsaa/searchCatalog.aspx]. The services/purposes for which the funds are to be used are included in the Contract scope of services/work. Any match required by the recipient is clearly indicated in the Contract. DEP Agreement No. MV266, Attachment E, Page 5 of 5 CVA 16-17 a ATTACHMENT F Approved by OMB 0348-0046 DISCLOSURE OF LOBBYING ACTIVITIES Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 (See reverse for public burden disclosure.) 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: F-1 a. contract a. bid/offer/application a. initial filing b. grant b. initial award b. material change c. cooperative agreement c. post -award d. loan For Material Change Only: e. loan guarantee f. loan insurance year quarter date of last report 4. Name and Address of Reporting Entity: 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: ❑ Prime ❑ Subawardee Tier ifknown: Congressional District, ifknown: Congressional District, ifknown: 6. Federal Department/Agency: 7. Federal Program Name/Description: CFDA Number, ifapplicable: 8. Federal Action Number, ifknown: 9. Award Amount, ifknown: S 10. a. Name and Address of Lobbying Entity b. Individuals Performing Services (including address if (if individual, last name, first name, MI): different from No. l0a) (last name, first name, MI): (attach Continuation Sheets) SF-LLLA, if necessary) Signature: 11. Information requested through this form is authorized by title 31 U.S.C. section 1352. This disclosure of lobbying activities is a material Print Name: representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress Title: semi-annually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not Telephone No.: Date: less than $10,000 and not more than $100,000 for each such failure. Federal Use Only: Authorized for Local Reproduction Standard Form — LLL (Rev 7 — 97) Form DEP 55-221 (01/01) DEP Agreement No. MV266, Attachment F, Page 1 of 2 CVA 16-17 INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity 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 a covered Federal action. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a followup report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by the reporting entity for this covered Federal action. 4. Enter the full name, address, city, state and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is or expects to be, a prime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants. 5. If the organization filing the report in item 4 checks "Subawardee", then enter the full name, address, city, state and zip code of the prime Federal recipient. Include Congressional District, if known. 6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard. 7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments. 8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Request for Proposal (RFP) number; Invitation for Bid (IFB) number; grant announcement number; the contract, grant, or loan award number; the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFP-DE-90-001." 9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in item 4 or 5. 10. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence the covered Federal action. (b) Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First Name, and Middle Initial (MI). 11. The certifying official shall sign and date the form, print his/her name, title and telephone number. According to the Paperwork Reduction Act, as amended, no persons are required to respond to a collection of information unless it displays a valid OMB Control Number. The valid OMB control number for this information collection is OMB No. 0348-0046. Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, D.C. 20503. Form DEP 55-221 (01/01) DEP Agreement No. MV266, Attachment F, Page 2 of 2 CVA 16-17 ATTACHMENT Contract Provisions for DOI-Funded Agreements The Department, as a Non -Federal Entity as defined by 2 CFR §200.69, shall comply with the following provisions, where applicable. For purposes of this Grant Agreement between the Department and the Grantee, the term "Recipient' shall mean "Grantee." Further, the Department, as a pass -through entity, also requires the Grantee to pass on these requirements to all lower tier subrecipients, and to comply with the provisions of the award, including applicable provisions of the OMB Uniform Guidance (2 CFR Part 200), and all associated terms and conditions. Therefore, Grantees must include these requirements in all related subcontracts and/or sub -awards. Grantees can include these requirements by incorporating this Attachment in the related subcontract and/or sub -awards, however for all such subcontracts and sub -awards, the Grantee shall assume the role of the Non -Federal Entity and the subrecipients shall assume the role of the Recipient. 2 CFR PART 200 APPENDIX 2 REQUIREMENTS 1. Administrative, Contractual, and Legal Remedies The following provision is required if the Agreement is for more than $150,000. In addition to any of the remedies described in the elsewhere in the Agreement, if the Recipient materially fails to comply with the terms and conditions of this Contract, including any Federal or State statutes, rules or regulations, applicable to this Contract, the Non -Federal Entity may take one or more of the following actions. i. Temporarily withhold payments pending correction of the deficiency by the Recipient. 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 Contract. iv. Take other remedies that may be legally available. The remedies identified above, do not preclude the Recipientfiombeing subject to debarment and suspension under Presidential Executive Orders 12549 and 12689. The Non -Federal entity shall have the right to demand a refund, either in whole or part, of the funds provided to the Recipient for noncompliance with the terms of this Agreement. 2. Termination for Cause and Convenience Termination for Cause and Convenience are addressed elsewhere in the Agreement. 3. Equal Opportunity Clause The following provision applies if the agreement meets the definition of "federally assisted construction contract' as defined by 41 CFR Part 60-1.3: During the performance of this Agreement, the Recipient agrees as follows: i. The Recipient will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Recipient will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: a. Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Recipient agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. ii. The Recipient will, in all solicitations or advertisements for employees placed by or on behalf of the Recipient, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. iii. The Recipient will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired DEP Agreement No. MV266, Attachment I, Page 1 of 5 Rev. 6/30 Packet Pg. 959 about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as apart of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Recipient's legal duty to furnish information. iv. The Recipient will send to each labor union or representative of workers with which he has a collective bargaining agreement or other Agreement or understanding, a notice to be provided advising the said labor union or workers' representatives of the Recipient's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. v. The Recipient will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. vi. The Recipient will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. vii. In the event of the Recipient's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and the Recipient may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. viii. The Recipient will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Recipient will take such action with respect to any subcontractor purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. 4. Davis Bacon Act If the Agreement is a prime construction contract in excess of $2,000 awarded by the Recipient, and if required by the Federal Legislation, the Recipient must comply with the Davis -Bacon Act (40 U.S.C. 3141- 3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must pay wages not less than once a week. The Recipient must comply with the Copeland "Anti -Kickback" Act (40 U.S.C. 3145), 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 Recipient or subrecipient must 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 or she is otherwise entitled. 5. Contract Work Hours and Safety Standards Act Where applicable, if the Agreement is in excess of $100,000 and involves the employment of mechanics or laborers, the Recipient must comply with 40 U. S. C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each Recipient must 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 permissible provided that the worker is compensated at a rate of not DEP Agreement No. MV266, Attachment I, Page 2 of 5 Rev. 6/30 Packet Pg. 960 less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must 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. 6. Rights to Inventions Made Under Agreement If the Federal award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the Non - Federal Entity or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the Non -Federal Entity or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. 7. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387) If the Agreement is in excess of $150,000, the Recipient shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal Awarding Agency and the Regional Office of the Environmental Protection Agency (EPA). 8. Debarment and Suspension (Executive Orders 12549 and 12689) The Recipient certifies that it is not listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." 9. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352) The Recipient certifies 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. The Recipient shall also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. 10. Procurement of Recovered Materials The Recipient must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act as described in 2 CFR part 200.322. ADMINISTRATIVE 11. General Federal Regulations Recipients shall comply with the regulations listed in 2 CFR 200, 48 CFR 31, and 40 U. S.C. 1101 et sequence. 12. Rights to Patents and Inventions Made Under a Contract or Agreement Rights to inventions made under this assistance agreement are subject to federal patent and licensing regulations, which are codified at Title 37 CFR Part 401 and Title 35 U.S.C. 200 through 212. 13. Compliance with the Trafficking Victims Protection Act of 2000 (2 CFR Part 175) Recipients, their employees, subrecipients under this award, and subrecipients' employees may not: i. Engage in severe forms of trafficking in persons during the period of time that the award is in effect; ii. Procure a commercial sex act during the period of time that the award is in effect; or iii. Use forced labor in the performance of the award or subawards under the award. 14. Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234) Recipients must comply with flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234), if applicable. This act 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. 15. Water Resources Reform and Development Act (WRRDA) P.L. 113-121 DEP Agreement No. MV266, Attachment I, Page 3 of 5 Rev. 6/30 Packet Pg. 961 Recipients must comply with the Water Resources Reform and Development Act (WRRDA) P.L. 113-121, if applicable. This act provides for improvements to the rivers and harbors of the United States, to provide for the conservation and development of water and related resources. 16. Whistleblower Protection Recipients shall comply with U.S.C. §4712, Enhancement of Recipient and Subrecipient Employee Whistleblower Protection. This requirement applies to all awards issued after July 1, 2013 and effective December 14, 2016 has been permanently extended (Public Law (P.L.) 114-261). (a) This award, related subawards, and related contracts over the simplified acquisition threshold and all employees working on this award, related subawards, and related contracts over the simplified acquisition threshold 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). (b) Recipients, their subrecipients, and their contractors awarded contracts over the simplified acquisition threshold related to this award, shall inform their employees in writing, in the predominant language of the workforce, of the employee whistleblower rights and protections under 41 U.S.C. 4712. (c) The Recipient shall insert this clause, including this paragraph (c), in all subawards and in contracts over the simplified acquisition threshold related to this award; best efforts should be made to include this clause, including this paragraph (c) in any subawards and contracts awarded prior to the effective date of this provision. 17. Notification of Termination (2 CFR § 200.340) In accordance with 2 CFR § 200.340, in the event that the Agreement is terminated prior to the end of the period of performance due to the Recipient's or subcontractor's material failure to comply with Federal statutes, regulations or the terms and conditions of this Agreement or the Federal award, the termination shall be reported to the Office of Management and Budget (OMB) -designated integrity and performance system, accessible through System for Award Management (SAM) currently the Federal Awardee Performance and Integrity Information System (FAPIIS). The Non -Federal Entity will notify the Recipient of the termination and the Federal requirement to report the termination in FAPIIS. See 2 CFR § 200.340 for the requirements of the notice and the Recipient's rights upon termination and following termination. 18. Additional Lobbying Requirements (a) The Recipient certifies that no funds provided under this Agreement have been used or will be used to engage in the lobbying of the Federal Government or in litigation against the United States unless authorized under existing law. (b) The Lobbying Disclosure Act of 1995, as amended (2 U.S.C. §1601 et seq.), prohibits any organization described in Section 501(c)(4) of the Internal Revenue Code, from receiving federal funds through an award, grant (and/or subgrant) or loan unless such organization warrants that it does not, and will not engage in lobbying activities prohibited by the Act as a special condition of such an award, grant (and/or subgrant), or loan. This restriction does not apply to loans made pursuant to approved revolving loan programs or to contracts awarded using proper procurement procedures. (c) Pursuant to 2 CFR §200.450 and 2 CFR §200.454(e), the Recipient is hereby prohibited from using funds provided by this Agreement for membership dues to any entity or organization engaged in lobbying activities. COMPLIANCE WITH ASSURANCES 19. Assurances Recipients shall comply with any and all applicable assurances made by the Department or the Recipient to the Federal Government during the Grant application process. DEPARTMENT OF INTERIOR -SPECIFIC 20. Department of Interior (DOI) General Terms and Conditions Recipients shall comply with DOI General Terms and Conditions available at hops.://WwW,.doi..gov.../pa p/pro.grams/financial.._assistance/TermsandConditions, and incorporated by reference. 21. DOI Regulations Recipients shall comply with the following regulations: 2 CFR 1400-1402, 43 CFR 9, 43 CFR 17, 43 CFR 18, 43 CFR 41, and 43 CFR 44. Attachment 8 DEP Agreement No. MV266, Attachment I, Page 4 of 5 Rev. 6/3 Packet Pg. 962 22. Drug -Free Workplace Recipients must make an ongoing, good faith effort to maintain a drug -free workplace pursuant to the specific requirements set forth in Title 2 CFR Part 1401. Additionally, in accordance with these regulations, the recipients must identify all known workplaces under its federal awards, and keep this information on file during the performance of the award. 23. Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act As applicable, Recipient shall comply with the requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (P.L. 91-646) to 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. 24. Deposit of Publications Produced under Grants Pursuant to Departmental Manual 505 DM4 (DOI) and Service Manual FWI (USFWS), any grant or cooperative agreement that will produce a publication (other than those listed as exceptions) must provide two copies of each publication to the Department of Interior's Natural Resources Library. For a list of exceptions, transmittal requirements, and delivery information see Departmental Manual 505 DM 4, Deposit of Publications Produced under Grants at: 4qp.//elips.doi.gov/ELIPS/DocView.aspx?id=1671. UNITED STATES FISH & WILDLIFE SERVICE -SPECIFIC 25.USFWS Financial Assistance Award Terms and Conditions Recipients shall comply with the USFWS Financial Assistance Award Terms and Conditions applicable to the specific Federal Award funding source, available at https_//ww-w--.fws.go-y-/grants/atc_html, and incorporated by reference. NATIONAL PARKS SERVICE LAND AND WATER CONSERVATION FUND STATE ASSISTANCE PROGRAM -SPECIFIC 26.Land and Water Conservation Fund (LWCF) Project Agreement General Provisions Recipients shall comply with the LWCF Project Agreement General Provisions available at https://www.nps.gov/ncrc/programs/lwcf/pub.htniand incorporated by reference. 27. LWCF Federal Financial Assistance Manual As applicable, Recipients shall comply with the LWCF Federal Financial Assistance Manual Effective October 1, 2008, or later, available at h s://www.n s. ov/ncrc/ ro ams/lwcf/ ub.htm, and incorporated by reference. 28. Historic Preservation. As applicable, Recipients shall comply 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-I et seq.). REMAINDER OF PAGE INTENTIONALLY LEFT BLANK DEP Agreement No. MV266, Attachment I, Page 5 of 5 Rev. 6/3 Packet'Pg. 963