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Item J02
C ounty of M onroe {f `° " rel BOARD OF COUNTY COMMISSIONERS n Mayor David Rice, District 4 The FlOnda Key y m 1 �� Mayor Pro Tern Sylvia J. Murphy, District 5 Danny L. Kolhage, District 1 George Neugent, District 2 Heather Carruthers, District 3 County Commission Meeting July 18, 2018 Agenda Item Number: J.2 Agenda Item Summary #4355 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. 9 (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, and 2) providing for the term of the Amendment from July 1, 2018 through June 30, 2019. 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 Amendment Nos. 1 through 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. Amendment No. 8 provided for continued necessary funding, increased the annual service cost to $875,760, and increased the monthly quota to 1,800 pumpouts. In its 2018 Session, the State Legislature appropriated continued funding for the pumpout service in the amount of $277,650 to help offset the program cost for the next year starting July 1, 2018 and continuing through June 30, 2019. 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 on July 1, 2018. The combined grant funding sources /levels of $457,650 may provide for most (approximately 52 %) of the pumpout service annual cost of $875,760. The cost to the County is $418,110. Due to the June 30, 2018 expiration of Amendment No. 8 to the Agreement, and in order to maintain uninterrupted service, it is necessary to amend this Agreement to continue the County's pumpout service for an additional year. Amendment No. 9 is provided for Board approval (and the two DEP grants, referenced in Amendment No. 9, are attached). Approval of Amendment No. 9 also requires approval of DEP Grant Agreement No. 279 (for reimbursement funding of $180,000) on this same Board agenda. Summary of the Vessel Pumpout Program Success: The Pumpout Program has operated continuously since January 2013, and the one millionth gallon of sewage was pumped out in December of 2016. The current pumpout quota of 1,800 /month was established in September 2017. Subsequent to Hurricane Irma in September 2017 (during which pumpout requests dwindled due the number of sunken and displaced liveaboard vessels), pumpout numbers rebounded in October 2017, and have exceeded the quota for the past six months. Pumpout numbers are anticipated to exceed the quota of 1,800 /month during the next State fiscal year (July ' 18 through June '19 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 September 2017 - Approval of Amendment No. 8 to the Agreement with Pumpout USA CONTRACT /AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval of Amendment No. 9 DOCUMENTATION: Amendment No.9 Certificate of Insurance DEP /Legislative Funding Contract No.MV282 DEP /CVA Funding Contract No.279 Original Agreement with Pumpout USA- December 2012 FINANCIAL IMPACT: Effective Date: July 1, 2018 Expiration Date: June 30, 2019 Total Dollar Value of Contract: $875,760 Total Cost to County: $418,110 Current Year Portion: $104,527.50 Budgeted: Yes Source of Funds: 157 -62613 and grant accounts CPI: No Indirect Costs: No Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: N/A If yes, amount: Grant: Yes County Match: $60,000 Insurance Required: Yes Additional Details: OMB is establishing grant and match accounts 07/01/17 157 -62613 - B I FEES /RETAINED VESSEL $418,110.00 07/01/17 NEW COST CENTER ADDED $277,650.00 DEP grant acct to be created 07/01/17 NEW COST CENTER ADDED CVA grant acct to be created Total: $180,000.00 $875,760.00 REVIEWED BY: Emily Schemper Completed Peter Morris Completed Assistant County Administrator Christine Hurley 06/26/2018 2:25 PM Jaclyn Carnago Skipped Budget and Finance Completed Maria Slavik Completed Kathy Peters Completed Board of County Commissioners Pending 06/25/2018 5:31 PM 06/26/2018 12:32 PM Completed 06/26/2018 12:31 PM 06/27/2018 11:38 AM 06/27/2018 11:47 AM 06/27/2018 5:38 PM 07/18/2018 9:00 AM AMENDMENT NO.9 TO AGREEMENT BETWEEN PUMPOUT USA, INC. AND MONROE COUNTY, FLORIDA for KEYS -WIDE MOBILE VESSEL PUMPOUT SERVICE THIS AMENDMENT NO.9 TO AGREEMENT is made and entered into this 18th day of July, 2018, 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 (2 -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, 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 1 of 22 reflecting the specific funding sources and levels provided directly to the County from the State, including a $100,000 legislative appropriation and $187,500 in CVA grant funding; 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, Amendment No. 8 to the Agreement was approved on September 20, 2017, providing for Service through June 30, 2018, increasing the quota to 18001month, and increasing the annual cost to $875,760 and reflecting the specific funding sources and levels provided directly to the County from the State, including a $500,000 legislative appropriation and $180,00 in CVA grant funding; and WHEREAS, in 2018 the State has provided a legislative appropriation of $277,650 to the County to help offset the cost of the County's Service for one year from July 1, 2018 through June 30, 2019; 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, 2018 through June 30, 2018; and WHEREAS, the two State funding sources may provide for most of the cost of the Service of up to $457,650 for one year from July 1, 2018 through June 30, 2019; and WHEREAS, the County desires to continue the Service provided by the Contractor at a total annual cost of $875,760, based on 1,800 pumpouts per month, and recognizes the benefit of receiving funding from the State which may provide for 52% 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. 9 as follows: 2 of 22 Article 1.1.0 Representations and Warranties and Term of Contract By executing this Amendment (hereinafter "Amendment," "Contract," or "Agreement "), CONTRACTOR makes the following express representations and warranties to the COUNTY: 1.1.1 The CONTRACTOR shall maintain all necessary licenses, permits, or other authorizations necessary to act as CONTRACTOR for the COUNTY until the CONTRACTOR'S duties hereunder have been fully satisfied. 1.1.2 The CONTRACTOR shall prepare all documentation required by this Contract in such a manner that they will be accurate, coordinated, and adequate for use in verifying work completed and associated costs and shall be in conformity and comply with all applicable law, codes, and regulations. The CONTRACTOR warrants that the documents prepared as part of this Contract will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information. 1.1.3 The CONTRACTOR assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 1.1.4 The CONTRACTOR's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of Tasks expressly assigned by the COUNTY. In providing all services pursuant to this Contract, 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 Contract and shall entitle the COUNTY to terminate this contract immediately upon delivery of written notice of termination to the CONTRACTOR. 1.1.5 At all times and for all purposes under this Contract the CONTRACTOR is an independent contractor and not an employee of the COUNTY. No statement contained in this Contract shall be construed so as to find the CONTRACTOR or any of his/her employees, subcontractors, servants, or agents to be employees of the COUNTY. As an independent CONTRACTOR the CONTRACTOR shall provide independent, professional judgment and comply with all federal, state, and local statutes, ordinances, rules and regulations applicable to the services to be provided. 1.1.6 The CONTRACTOR shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this Contract or with the provision of services or goods under this Contract. 1.1.7 The effective date of this Contract shall be the last day on which this Contract is signed by both of the parties. 1.1.8 Term of Amendment. The term of the Amendment shall be for one -year commencing on July 1, 2018. and ending on June 30, 2019, unless terminated earlier under the terms of the Contract, as amended. 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. 3 of 22 Article 2.0 Scope of Services. The CONTRACTOR shall do, perform, and carry out in a professional and proper manner the Scope of Services described below. CONTRACTOR shall be the exclusive provider of mobile vessel pumpout services for County in 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." 2.1 Correction of Errors, Omissions, Deficiencies. The CONTRACTOR shall, without additional compensation, promptly correct any errors, omissions, deficiencies, or conflicts in the work product of the CONTRACTOR. Article 3.0 Amount of Compensation and Availability of Funds. 3.1 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. 3.2 Payment. The County shall pay the CONTRACTOR in current funds for the CONTRACTOR's performance of authorized work. 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, the 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) 4 of 22 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 Article 3.1 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 agreementls 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. 3.3 Local Government Prompt Payment Act. Payment will be made according to the Local Government Prompt Payment Act. Any request for payment must be in a form satisfactory to the Monroe County Clerk of Court. The request must describe in detail the services performed, the payment amount requested, and supporting documentation. 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 the 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. 3.4 Budget. The CONTRACTOR may not be entitled to receive, and the COUNTY is not obligated to pay, any fees or expenses in excess of the amount budgeted for this Contract in each fiscal year (October 1 - September 30) by the COUNTY's Board of County Commissioners. The budgeted amount may only be modified by an affirmative act of the COUNTY's Board of County 5 of 22 Commissioners. The COUNTY's performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of Contract initiation. Article 4.0 Renewal. The County shall have the option to renew this Agreement for an additional half -year (6- month) period. Article 5.0 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. Article 6.1.0 Insurance 6.1.1 The CONTRACTOR shall obtain insurance as specified and maintain the required insurance at all times that this Contract is in effect. In the event the completion of authorized work 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. 6.1.2 Failure to maintain coverage shall be considered a valid reason for the County to terminate this Contract. 6.1.3 The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this Contract. 6.1.4 Delays in the commencement or completion of work, resulting from the failure of the CONTRACTOR to provide satisfactory evidence of the insurance required under this Contract, shall not extend deadlines specified in this Contract, and any penalties and failure to perform assessments shall be imposed as if the work commenced on the specified date and time. 6.1.5 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. 6.1.6 The Monroe County Board of County Commissioners shall be named as Additional Insured on all of the CONTRACTOR's insurance policies issued to satisfy this Contract's requirements, except for Workers' Compensation. 6.1.7 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. 6 of 22 6.2.0 General Liability Insurance 6.2.1 As a pre- requisite of the work governed, or other goods supplied under this Contract (including the pre- staging of personnel and material), the CONTRACTOR shall obtain, at his/her own expense, insurance as specified in the attached schedules, which are made part of this Contract. The CONTRACTOR shall require all subcontractors to obtain insurance consistent with the attached schedules. The 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, the CONTRACTOR shall provide such evidence of insurance required of the subcontractor. 6.2.2 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 insurance required by this Contract has been furnished to the County as specified herein, and where applicable the CONTRACTOR shall provide proof of insurance for all approved subcontractors. 6.2.3 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty (60) days' notice to the County prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the County and shall be in a form acceptable to the COUNTY. Prior to the commencement of work governed by this Contract, the CONTRACTOR shall obtain and maintain General Liability insurance. Coverage shall be continuously maintained and include, at 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 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 $1 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 7 of 22 be: $200,000 per person $300,000 per occurrence $200,000 property damage Pollution Liability $1 million per Occurrence Recognizing that the work governed by this Agreement involves the storage, treatment, processing, or transporting of potentially polluting material, the CONTRACTOR shall purchase and maintain, throughout the life of the contract, Pollution Liability Insurance which will respond to bodily injury, property damage, and environmental damage caused by a discharge of wastes which are governed by this Agreement. The policy must specifically identify this contract and specify that coverage will extend to all losses, claiming pollution or environmental impairment, arising out of the services governed by this Agreement. The minimum limits of liability shall be: $1 million per Occurrence If coverage is provided on a claims made basis, an extended claims reporting period of one (1) year will be required. Monroe County and its Board of County Commissioners shall be named as an Additional Insured. Watercraft Liability $1 million Combined Single Limit (CSL) Prior to the commencement of work governed by this Agreement, the CONTRACTOR shall obtain Water Craft Liability Insurance with terms no less restrictive than those found in the standard "American Institute Hull Clauses" (June 2, 1977 edition). Coverage shall be maintained throughout the life of this Agreement and include, at a minimum: • Injury (including death) to any Person; • Damage to Fixed or Movable Objects; ■ Costs Associated with the Removal of Wrecked Vessels; and • Contractual Liability with Respect to this Agreement. If the policy obtained states that coverage applies for the "Acts or Omissions of a Vessel ", it shall be endorsed to provide coverage for the legal liability of the ship- owner. 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. The CONTRACTOR shall maintain the insurance required by this Contract throughout the entire term of the Contract and any extensions specified in the attached schedules. Failure to comply with these provisions may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. 8 of 22 1 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. 6.2.4 Coverage shall be maintained throughout the entire term of the contract. 6.2.5 Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. 6.2.6 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. 6.2.7 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. 6.2.8 The CONTRACTOR shall require its subcontractors to be adequately insured at least to the limits prescribed above, and to any increased limits of the CONTRACTOR if so required by the COUNTY during the term of this Contract. The COUNTY will not pay for increased limits of insurance for subcontractors. 6.2.9 The CONTRACTOR shall provide to the COUNTY certificates of insurance or a copy of all insurance policies including those naming the COUNTY as an additional insured. The COUNTY reserves the right to require a certified copy of such policies upon request. Article 7. 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. Article 8. 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. Article 9.0 Indemnification and Hold Harmless. 9 of 22 9.1 The CONTRACTOR covenants and agrees to hold harmless the COUNTY/Monroe County and Monroe County Board of County Commissioners, and its officers and employees, from liabilities, damages, losses, and costs, including but not limited to, all fines, suits, claims, demands, actions, costs, obligations, and attorney's fees, or liability of any kind W arising out of, related to, or in connection with the negligence, recklessness, or intentional wrongful conduct of the CONTRACTOR, subcontractor(s), and other persons employed or utilized by the CONTRACTOR in the performance of the CONTRACT, or (2) arising out of, related to, or in connection with the willful non - performance of the CONTRACTOR. The CONTRACTOR shall be solely responsible and answerable for any and all accidents or injuries to persons or property arising out of its performance of the Contract, including those of any subcontractors. 9.2 The first ten dollars ($10.00) of remuneration paid to the CONTRACTOR 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 Contract. Should any claims be asserted against the COUNTY by virtue of any deficiency or ambiguity in the plans and specifications provided by the CONTRACTOR, the CONTRACTOR agrees and warrants that he shall hold the COUNTY harmless and shall indemnify him from all losses occurring thereby and shall further defend any claim or action on the COUNTY's behalf. 9.3 In the event completion of the work assigned (to include the work of others) 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 delays. Should any claims be asserted against the COUNTY by virtue of any deficiencies or ambiguity in the plans and specifications provided by the COUNTY or CONTRACTOR, the CONTRACTOR agrees and warrants that the CONTRACTOR shall hold the COUNTY harmless and shall indemnify it from all losses occurring thereby and shall further defend any claims or action on the COUNTY's behalf. 9.4 The CONTRACTOR agrees that no charges or claims for damages shall be made by it for any delays or hindrances attributable to the COUNTY, for whatever cause, during the progress of any portion of the services specified in this Contract. The CONTRACTOR agrees that it shall not be entitled to damages for delay 9.5 The CONTRACTOR shall be responsible for the completeness and accuracy of its work, plan, supporting data, and other documents prepared or compiled under its obligation for this project, and shall correct at its expense all significant errors or omissions therein which may be disclosed. The cost of the work necessary to correct those errors attributable to the CONTRACTOR and any damage incurred by the COUNTY as a result of additional costs caused by such errors shall be chargeable to the CONTRACTOR. 9.6 The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere in this Contract. 9.7 This indemnification shall survive the expiration or early termination of the Contract. Article 10. 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 10 of 22 CONTRACTOR. The County shall provide a slip for CONTRACTOR's pumpout boat at the Murray Nelson Government Center in Key Largo. Article 11. 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. Article 12. 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. Article 13. 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's 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. Article 14. Termination Without Cause. The County may terminate this Contract 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 the CONTRACTOR through the end of provision or services or for the thirty (30) days, whichever is shorter. Article 15. Termination with Cause. In addition to all the terms set forth herein, 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 live - aboards 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. Article 16. Maintenance of Records. CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Contract in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of 7- years from the termination of this Contract or for a period of 3 years from the date of submission of the final expenditure report in accordance with 2 CFR § 200.333, whichever is greater. Each party 1 1 of 22 to this Contract or its authorized representatives shall have reasonable and timely access to such records of each other party to this Contract for public records purposes during the term of the Contract and for four years following the termination of this Contract. If an auditor employed by the COUNTY or Monroe County Clerk of Court determines that monies paid to CONTRACTOR pursuant to this CONTRACTOR were spent for purposes not authorized by this CONTRACTOR, or were wrongfully retained by the CONTRACTOR, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 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. Article 17. Public Access and Public Records Compliance. CONTRACTOR must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of Article I of the Florida Constitution. The COUNTY and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters, or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and CONTRACTOR in conjunction with and in connection with this Contract and related to Contract performance. The COUNTY shall have the right to unilaterally cancel this Contract upon violation of this provision by the CONTRACTOR. Failure of the CONTRACTOR to abide by the terms of this provision shall be deemed a material breach of this Contract and the COUNTY may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the Contract. The CONTRACTOR is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the CONTRACTOR is required to: (1) Keep and maintain public records that would be required by the COUNTY to perform the service. (2) Upon receipt from the COUNTY's custodian of records, provide the COUNTY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Contract term and following completion of the Contract if the CONTRACTOR does not transfer the records to the COUNTY. (4) Upon completion of the Contract, transfer, at no cost, to the COUNTY all public records in possession of the CONTRACTOR or keep and maintain public records that would be 12 of 22 required by the COUNTY to perform the service. If the CONTRACTOR transfers all public records to the COUNTY upon completion of the contract, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the Contract, the CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the COUNTY, upon request from the COUNTY's custodian of records, in a format that is compatible with the information technology systems of the COUNTY. (5) A request to inspect or copy public records relating to a COUNTY Contract must be made directly to the COUNTY, but if the COUNTY does not possess the requested records, the COUNTY shall immediately notify the CONTRACTOR of the request, and the CONTRACTOR must provide the records to the COUNTY or allow the records to be inspected or copied within a reasonable time. If the CONTRACTOR does not comply with the COUNTY's request for records, the COUNTY shall enforce the public records Contract provisions in accordance with the Contract, notwithstanding the COUNTY's option and right to unilaterally cancel this Contract upon violation of this provision by the CONTRACTOR. A CONTRACTOR who fails to provide the public records to the COUNTY or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119. 10, Florida Statutes. The CONTRACTOR shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF TH E CONTRACTOR H UESTIO REGA TH E APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305 - 292 -3470 BRADLEY- BRIAN(&,MONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. Article 18. 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. Article 19. Disclosure, Conflict of Interest, and Code of Ethics. 13 of 22 (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. Article 20. Notice Requirements. 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 and Monroe County Senior Director Planning & Environmental Resources Department 2798 Overseas Hwy. Marathon, FL 33050 and Monroe County Attorney 1111 12` St., Suite 408 Key West, FL 33041 FOR CONTRACTOR: Donnie Brown, Pumpout USA 1150 Highway 83 North DeFuniak Springs, Florida 32433 Article 21. 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. Article 22. 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. Article 23.1.0 Miscellaneous 23.1.1 Successors and Assigns. The CONTRACTOR shall not assign or subcontract its obligations 14 of 22 under this Contract, except in writing and with the prior written approval of the COUNTY and consistent with the Contract, which approval shall be subject to such conditions and provisions as the COUNTY 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 Contract. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 23.1.2 No Third -Party Beneficiaries. Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 23.1.3 Termination. (A) In the event the CONTRACTOR shall be found to be negligent in any aspect of the service or work, the COUNTY shall have the right to terminate the Contract after five (5) days' written notification to the CONTRACTOR. (B) The COUNTY may cancel this Contract without cause by giving the CONTRACTOR sixty (60) days' written notice of its intention to do so. 23.1.4 Public Entities Crimes /Convicted Vendor. 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 contracts 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 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 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Contract, CONTRACTOR represents that the execution of this Contract will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Contract and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONTRACTOR further represents that there has been no determination, based on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether CONTRACTOR has been placed on the convicted vendor list. CONTRACTOR will promptly notify the COUNTY if it or any subcontractor or subconsultant is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. 23.1.5 Claims for Federal Aid. CONTRACTOR and COUNTY agree that each shall be, and 15 of 22 is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Contract; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 23.1.6 Non - Discrimination. CONTRACTOR and COUNTY 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 Contract automatically terminates without any further action on the part of any party, effective the date of the court order. CONTRACTOR or COUNTY agrees 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 patient 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 may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 1 1) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Contract. 23.1.7 No Solicitation/Payment. The CONTRACTOR and COUNTY 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 Contract 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 Contract. For the breach or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Contract 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. 23.1.8 Employees Subject to County Ordinance Nos. 010 -1990 and 020 -1990. The CONTRACTOR warrants that it has not employed, retained or otherwise had act on its behalf any former COUNTY officer or employee subject to the prohibition of Section 2 of Ordinance No. 0 10- 1990 or any COUNTY officer or employee in violation of Section 3 of Ordinance No. 020 -1990. For breach or violation of this provision the COUNTY may, in its discretion, terminate this Contract without liability and may also, in its discretion, deduct from the Contract or purchase price, or otherwise recover the full amount of any fee, 16 of 22 commission, percentage, gift, or consideration paid to the former COUNTY officer or employee. 23.2.0 Covenant of No Interest. CONTRACTOR and COUNTY covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Contract, and that only interest of each is to perform and receive benefits as recited in this Contract. 23.2.1 Federal Contract Requirements. The CONTRACTOR and its subcontractors must follow the provisions as set forth in Appendix 11 to Part 200, as amended, including but not limited to: 23.2.2 Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60 -1.3 must include the equal opportunity clause provided under 41 CFR 60- 1.4(b). 23.2.3 Davis -Bacon Act, as Amended (40 U.S.C. 3141 - 3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non - Federal entities 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 be required to 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 be required to pay wages not less than once a week. The COUNTY must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The COUNTY must report all suspected or reported violations to the Federal awarding agency. The contractors must also 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 "). As required by the Act, each contractor or subrecipient is 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. The COUNTY must report all suspected or reported violations to the Federal awarding agency. 23.2.4 Contract Work Hours and Safety Standards Act (40 U.S.C. 3701 - 3708). Where applicable, all contracts awarded by the COUNTY in excess of $100,000 that involve the employment of mechanics or laborers 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 contractor must 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 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. 23.2.5 Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets 17 of 22 the definition of "funding agreement" under 37 CFR §401.2 (a) and the recipient 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 recipient 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. 23.2.6 Clean Air Act (42 U.S.C. 7401- 7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251 -1387, as Amended). Contracts and subgrants of amounts in excess of $150,000 must 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). 23.2.7 Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR 180.220) must not be made to parties listed on the government -wide 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." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 23.2.8 Byrd Anti - Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non - Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non - Federal award. 23.2.9 Procurement of recovered materials as set forth in 2 CFR § 200.322. 23.3.0 Other Federal Requirements. 23.3.1 Americans with Disabilities Act of 1990 (ADA). The CONTRACTOR will comply with all the requirements as imposed by the ADA, the regulations of the Federal government issued thereunder, and the assurance by the CONTRACTOR pursuant thereto. 23.3.2 Disadvantaged Business Enterprise (DBE) Policy and Obligation. It is the policy of the COUNTY that DBE's, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with COUNTY funds under this Contract. The DBE requirements of applicable federal and state laws and regulations apply to this Contract. The COUNTY and its CONTRACTOR agree to ensure that DBE's have the opportunity to participate in the performance of this Contract. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with applicable federal and state laws and regulations to ensure that the DBE's have the opportunity to compete for and perform contracts. The COUNTY and the CONTRACTOR and subcontractors shall not discriminate on the 18 of 22 basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Contract. 23.3.3 The CONTRACTOR shall utilize the U.S. Department of Homeland Security's E- Verify system to verify the employment eligibility of all new employees hired by the CONTRACTOR during the term of the Contract and shall expressly require any subcontractors or subconsultants performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E- Verify system to verify the employment eligibility of all new employees hired by the subcontractor or subconsultant during the Contract term. 23.3.4 NRCS Regulations. NRCS administers the EWP program through the following authorities: • Section 216, Public Law 81 -516 (33 U.S.C. Section 701b); • Section 403 of Title IV of the Agricultural Credit Act of 1978, Public Law 95 -334; and Section 382, Title III, of the 1996 Farm Bill Public Law 104 -127; and 0 Codified rules for administration of the EWP program are set forth in 7 CFR 624. Article 24. Non- Waiver of Immunity. Notwithstanding the provisions of Section 768.28, Florida Statutes, the participation of the CONTRACTOR and the COUNTY in this Contract 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. Article 25. Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Contract within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. Article 26. Legal Obligations and Responsibilities - Non - Delegation of Constitutional or Statutory Duties. This Contract is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Contract is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida Constitution, state statute, and case law. Article 27. 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 Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Contract or be subject to any personal liability or accountability by reason of the execution of this Contract. Article 28. Non - Reliance by Non - Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Contract to enforce or attempt to enforce any third -party claim or 19 of 22 entitlement to or benefit of any service or program contemplated hereunder, and the CONTRACTOR and the COUNTY agree that neither the CONTRACTOR nor the COUNTY 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 Contract separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Contract. Article 29. Governing Law, Venue, Interpretation, Costs and Fees. This Contract 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 Contract, COUNTY and CONTRACT agree that venue shall lie in the 16` Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This Contract shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Contract shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Article 30. 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 Contract, 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. Article 31. Adjudication of Disputes or Disagreements. The COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Contract or by Florida law. This provision does not negate or waive the preceding provisions of this Contract concerning termination or cancellation. Article 32. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Contract, 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 Contract or provision of the services under this Contract. COUNTY and CONTRACTOR specifically agree that no party to this Contract shall be required to enter into any arbitration proceedings related to this Contract. Article 33. Severability. If any term, covenant, condition or provision of this Contract (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 Contract, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Contract 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 Contract would prevent the accomplishment of the original intent of this Contract. The COUNTY and CONTRACTOR agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 20 of 22 Article 35. Attestations and Truth in Negotiation. CONTRACTOR agrees to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. Signature of this Contract by CONTRACTOR shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Contract are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Contract. Article 36. 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. Article 37. Authority. Each party represents and warrants to the other that the execution, delivery and performance of this Contract have been duly authorized by all necessary County and corporate action, as required by law. Article 38. 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. Article 39. Binding Effect. The terms, covenants, conditions, and provisions of this Contract shall bind and inure to the benefit of the COUNTY and CONTRACTOR and subcontractors and their respective legal representatives, successors, and assigns Article 40. Section Headings. Section headings have been inserted in this Contract as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Contract and will not be used in the interpretation of any provision of this Contract. Article 41. Execution in Counterparts. This Contract 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 Contract by signing any such counterpart. In Witness Whereof, the parties have executed this Contract as indicated below. (SEAL) KEVIN MADOK, CLERK Deputy Clerk By. Witness (Signature) / By: /-U- IA .- 0 .� (,'t 'tness (Print Name) B �Q00 fitness (Sig11nature) F By: ✓L4to Nor r Witness (Print Name) STATE OF 6 0 & COUNTY OF �W 1� N By: Print name and title: Donnie Brown On behalf of: Pumpout USA. Inc. The L f reg oing ins ment was acknowledged and attested before me this 22 day of 0l b' 1L "o , who is personally known to me or produced M SC f g as proof of identification and did take an oath. Publi e m U L00 Print Name TAMMY Y. BROWN 'S MY COMMISSION # Ff 947528 EXPIRES: January 4. 2020 22 of 22 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 f Deliverables" included in the associated DEP /CVA Agreement (attached). I of 4 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 2 of 4 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. 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 of 4 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). 4 of 4 �COR ° CERTIFICATE OF LIABILITY INSURANCE 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), AUTHOR12 REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endors If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: HONE Gallagher Charter Lakes A /CC . No Ext : 616 - 975 -3500 A No): Fax616 -975 -C 3455 East Paris Ave SE E -MAIL ADDRESS: Grand Rapids, MI 49512 INSURER(S) AFFORDING COVERAGE NAIC INSURERA: XL Specialty Insurance Compan INSURED INSURER B: Pump Out USA INSURERC: 1150 Highway 83 North 1tiQ110 , . Defuniak Springs FL 32433 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PER INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH T CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TER EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM /DD /YYYY POLICY EXP MM /DD /YYYY LIMITS • COMMERCIAL GENERAL LIABILITY UM00046315MA16A 12/18/201712/18 /2018 EACH OCCURRENCE $ 1 ,000, CLAIMS -MADE F OCCUR DAMAGE PREM SESOEa RENTED $ 100'I MED EXP (Any one person) $ 10, PERSONAL & ADV INJURY $ 1 ,000, GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 2,000, • JECT RX POLICY ❑ PRO ❑ LOC XLM00000217 12/18/201712/18 /2018 PRODUCTS- COMP /OPAGG $ 2,000, POLLUTION $ 1,000, O THER: POLLUTION LIAB. AUTOMOBILE LIABILITY COMBINEDSINGLELIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N - 777 7 - 1 OTH- STATUTE I ER ANYPROPRIETOR /PARTNER /EXECUTIVE E.L. EACH ACCIDENT $ OFFICER /MEMBER EXCLUDED? ❑ N/A E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) LIABILITY COVERAGE IS EXTENDED TO INCLUDE CREW LIABILITY (JONES ACT) AT A LIMIT OF $1,000,000 SUBJECT TO A $5,000 DEDUCTIBLE CERTIFICATE HOLDER CANCELLATION Additional Insureds: Monroe County Board of Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEF( 1100 Simonton St., Rm 2268, Key West, FL 33040 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED ACCORDANCE WITH THE POLICY PROVISIONS. State of Florida, Dept of EPA 3900 Commonwealth Blvd. Tallahassee, FL 32399 AUTHORIZED REPRESENTATIVE Donald Sayer i E r r 1 ©1988 -2015 ACORD CORPORA ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 0 CONTRACT NO. MV282 BETWEEN FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECT AND o4ONRQE COUNTY BOARD Op COUNTY COMMISSIONERS THIS CONTRACT isentered into between the Department ofEnvironmental Protection (Department), an agency of the State of Florida, and Monroe County Board of County Commissioners, 500 Whitehead Street, Key West, Florida 33O4O([ontractor) local government, to provide mobile pumpouiservices. � one (1) years, inclusive. Contract No. Mvzoz zof 22 I Packet Pg. 18763 ] NOW, THEREFORE, the parties agree asfollows: CM SERVICES AND PERFORMANCE < l SERVICES. Department does hereby retain, and Contractor agrees to provide mobile pumpout services (services), 0 in accordance with Attachment A, Scope of Work (Scope) and all exhibits and Attachments named and incorporated IL herein byreference. Contractor has been determined to be a vendor to the Department under this Contract. — Z. WORK. A. Contractor shall provide the services specified in the Scope (^VVork^) B. Contractor, or its subcontractors if authorized under this Contract, shall not commence Work until the Contract, and any necessary Task Assignment Notification Form, Amendments or Change Orders, have been fully E executed by both Department and Contractor. 0 C. There isno minimum amount nf Work guaranteed asa result of this Contract. Any and all Work assigned will beat the sole discretion of the Department. D. ' D Department and CL �� �� assigned to Contractor under this or any other contract, if and in the event that the Department and Contractor (or any of its affiliates or authorized subcontractors) are adverse in any litigation, administrative proceeding or alternative dispute resolution, until such adverse relationship is resolved either by agreement or by final non-appealable order of a court. 6 Z 3. STANDARD OFCARE FOR PERFORMANCE. A. Contractor shall perform as an independent contractor and not as an agent, representative, or employee of the Department. " B. Contractor shall perform the services ina proper and satisfactory mannerasdeterminedbytheDepaoment. Any and all such equipment, products or materials necessary to perform these services, or requirements as further stated herein, shall be supplied by the Contractor. U. C. Contractor shall provide competent, suitably qualified personnel. Contractor must notify the Department's Contract Manager of any changes in the personnel identified in this Contract. Notification shall include adetailed explanation of the need to change personnel and the Contractor's documentation that proposed replacement personnel have equal or greater qualifications and experience. D. Contractor shall perform the services in a manner consistent with that level of care and skill ordinarily IL exercised by other contractors performing the same or similar services under similar circumstances at the time performed. 4. TERM OFCONTRACT. A. Initial Term. This Contract shall begin upon execution by both parties and shall remain in effect for a period of < one (1) years, inclusive. Contract No. Mvzoz zof 22 I Packet Pg. 18763 ] J.2c B. Renewal Term. An "X" beside the correct provision in this section signifies that the provision is applicable to the Contract. N This Contract may be renewed, in writing, on the same terms and conditions as the original Contract and any amendments thereto, for a period no greater than the term above, or three (3) years, whichever is longer. All renewals are contingent upon satisfactory performance by Contractor. Renewals may be for the entire period or in increments. ❑ This Contract may not be renewed. ;y COMPENSATION a� a� S. COMPENSATION. A. As consideration for the services rendered by the Contractor, the Department shall pay the Contractor on a combination fee - schedule /cost- reimbursement basis. For the monthly operation and maintenance services as well as repair and emergency service calls, the Contractor shall be compensated on a fee - schedule basis at the rates specified in IL Attachment A, attached hereto and made apart hereof. o B. Based on the prices identified in Attachment A, Scope of Work, the maximum compensation of this Contract shall not exceed $277,650.00. c C. CONTRACTOR SHALL NOT COMMENCE WORK ON ANY SERVICES THAT WILL EXCEED THE COMPENSATION AMOUNT OF THE CONTRACT UNLESS AND UNTIL THE CONTRACT IS AMENDED. It is the Contractor's responsibility to know when the authorized compensation amount of the Contract will be reached. 6. Annual Appropriation. Department's performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Florida Legislature. Authorization for continuation and completion of Work and payment y associated therewith may be rescinded with proper notice at the discretion of the Department if state or federal CL appropriations are reduced or eliminated. CL 7. PAYMENT METHOD. A. Contractor shall submit invoices as specified in the Scope. If subcontractors are used, the Contractor shall complete and submit Attachment B, Subcontractor Utilization Report Form (Subcontractor Report) with each invoice. Failure to provide Subcontractor Report with an invoice shall result in a delay in processing the invoice for payment. o B. All invoices submitted must be sufficient detail for a proper pre -audit and post -audit review. C. Department must approve the final deliverable(s) before the Contractor may submit final invoice and any forms. t) CM E_ D. Each invoice, including appropriate supporting documentation as required herein, shall be submitted via email .® to the following: U. Florida Department of Environmental Protection 4) Clean Vessel Program Attn: Clyde Alderman Email address: Clvde Aiderr.an�'a r !rridaDEP aov J E. Contractor shall submit invoices to the Department within thirty (30) days after the date of the Department's uj written approval of each interim deliverable or the final deliverable specified in the Scope. Contractor's failure to submit invoices within this timeframe may result in forfeiture of retainage, if applicable, suspension or termination of remaining work, or the Contractor's forfeiture of any unpaid balance for such deliverables. E v 8. TRAVEL. An "X" beside the correct provision in this section signifies that the provision is applicable to the Contract. Z Travel is not authorized under this Contract. Contract No. MV282 Rev.64/11/18 2 of 22 Packet Pg. 1 4 J.2c ❑ Travel costs are included in the fixed cost amounts of this Contract. ❑ Travel costs shall be paid on a cost - reimbursement basis in accordance with the paragraph contained herein of this Contract. 9. SUBCONTRACTOR PAYMENTS AND RELEASES. In addition to the invoicing requirements above, the following requirements for payment of invoices for Services shall apply if subcontractors are utilized: A. Contractor shall pay all subcontractors and vendors under this Contract within seven (7) working days from ; the date of receipt of payment from the Department, excluding the final payment. If the Contractor receives less than full payment from the Department for the services or goods of the subcontractors or vendors, the Contractor shall pay E subcontractors and vendors in at least the same proportion as that paid by the Department. Penalties for non- compliance and provisions for legal assistance for subcontractors are included in Subsection 287.0585(1), F.S. B. Contractor shall submit, with each invoice for Work where subcontractors or suppliers performed Work during the previous invoice period, lien waivers or other documentation of payment from each subcontractor or supplier for Work done during the previous invoice period. IL 0 10. PROMPT PAYMENT. A. Department's Contract Manager shall have five (5) business days, unless a greater period is specified herein, to , inspect and approve an invoice. Department shall submit a request for payment to DFS within twenty (20) business days; and DFS shall issue a warrant within ten (10) business days thereafter. Days are calculated from the latter of the date the invoice is received or services received, inspected, and approved. Invoice payment requirements do not start until a proper and correct invoice has been received. Invoices which have to be returned to the Contractor for correction(s) will result in an uncompensated delay in payment. A Vendor Ombudsman has been established within DFS who may be contacted if a Contractor is experiencing problems in obtaining timely payment(s) from a State agency. The Vendor Ombudsman may be contacted at (850) 413 -5516, per Section 215.422, F.S. B. If a warrant in payment of an invoice is not issued within forty (40) business days after receipt of a correct CL CL < invoice and receipt, inspection, and approval of the goods and services, the Department shall pay the Contractor interest at a rate as established by Section 55.03(1), F.S., on the unpaid balance of the invoice. interest payments of less than $1 04 will not be issued unless Contractor requests such payment. The interest rate for each calendar year for which the term of this Contract is in effect can be obtained from DFS' Vendor Ombudsman at the telephone numbers provided above, or the Department's Procurements Section at (850) 245 -2361, per Section 215.422, F.S. v 11. PHYSICAL ACCESS AND INSPECTION. As applicable, the Department personnel shall be given access to and may observe and inspect Work being performed under this Contract, including by any of the following methods: L) A. Contractor shall provide access to any location or facility on which the Contractor is performing Work, or storing or staging equipment, materials or documents; B. Contractor shall permit inspection of any facility, equipment, practices, or operations required in performance U. of any Work; and, C. Contractor 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. PARTY REPRESENTATIVES IL 12. 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. Contract No. MV282 Rev. 04/11/18 3 of 22 Packet Pg. 1865 J.2c 13. IDENTIFICATION OF CONTRACT MANAGERS. All matters shall be directed to the Contract Managers for appropriate action or disposition. Any changes to the Contract Manager information identified below must be noticed, in writing, to the other party within ten (10) calendar days of the change. Either party may provide notice to the other party by email identifying a change of a designated Contract Manager and providing the new contact information for the newly designated Contract Manager. Such notice is sufficient to effectuate this change without requiring a written amendment to the Contract. Department and the Contractor Contract Managers and contact information are provided below: Contractor Department Monroe County Board of County Commissioners Department of Environmental Protection 2798 Overseas Highway, Suite 420 Florida Coastal Office Marathon, FL 33050 3900 Commonwealth Boulevard, MS# 235 Attn: Richard Jones Phone Number: (305) 289 -2805 Email. !one= r f x , r:11011 rceco nt.,_t. Tallahassee, Florida 32399 -3000 Attn: Clyde Alderman Phone Number: (850) 245 -2074 Email: C lvde.Al ic- .rn,an r Ficri a EF.cQ� 14. CHANGE ORDERS AND AMENDMENTS. Department may at any time, by written order designated to be a Change Order, make any change in the Work within the general scope of this Contract (e.g., specifications, method or manner of performance, requirements, etc.). All Change Orders are subject to the mutual agreement of both parties as evidenced in writing. Any change which causes an increase or decrease in Contractor's cost or time shall require an appropriate adjustment and modification by Amendment to this Contract. Following execution of this Contract, any future Amendments or Change Orders may be executed by the Department representative with appropriate delegated authority. CONSEQUENCES FOR FAILURE TO PERFORM 15. DISPUTE RESOLUTION. Any dispute concerning performance of the Contract shall be decided as follows: A. All claims or disputes (Claims) must be presented to the Department in writing within thirty (30) days of the date such Claim arises (Notice of Dispute). The Notice of Dispute shall set out in detail all aspects of the disputed matters to be resolved, including the specific relief sought by the Contractor. Claims not presented by Notice of Dispute to Contract Manager shall be deemed waived by the Contractor. B. The parties shall make a good faith attempt to resolve Claims which may arise from time to time by informal conference within ten (10) days of the Notice of Dispute. C. Within ten (10) days of the informal conference, the Department shall provide Contractor a detailed written response to the Claim. A formal conference of the parties shall be convened no later than thirty (30) days following the Department's response to the Notice of Dispute, unless the parties mutually agree in writing to a longer period of time within which to schedule a formal conference. 1) All persons necessary to resolution of the claim or disputed matter shall attend the formal conference 2) Minutes of the formal conference shall be taken, recorded, transcribed, and signed by the Department and the Contractor. Any terms of settlement and /or resolution reached shall be signed by all persons authorized to resolve the Claim. D. Either party may request mediation of unresolved Claims, with the party seeking mediation to bear the expense of mediation. E. Any Claim not resolved at formal conference or mediation, may be the subject of a complaint filed in a court of competent jurisdiction in Leon County, Florida. 16. FINANCIAL CONSEQUENCES FOR UNSATISFACTORY PERFORMANCE. Contract No. MV282 Rev. 04/ 4 of 22 Packet Pg. 1866 J.2c 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 Contractor shall re- perform the services needed for submittal of a satisfactory deliverable, at no additional cost to Department, within thirty (30) days of being notified of the unsatisfactory deliverable. B. If a satisfactory deliverable is not submitted within the specified time frame, the Department may, in its sole discretion: 1) assess liquidated damages if specified in the Contract or its attachments; 2) request from the Contractor agreement to a reduction in the amount payable; 3) suspend all Work until satisfactory performance is achieved, or 4) terminate the Contract for failure to perform. a� 17. CORRECTIVE ACTION PLAN. In the event that deliverables are unsatisfactory or are not submitted within the specified timeframe, the Department Contract Manager may, by letter specifying the failure of performance under the CM Contract, request that a proposed Corrective Action Plan (CAP) be submitted by the Contractor to the Department. All CAPS must be able to be implemented and performed in no more than sixty (60) days. A. A CAP shall be submitted within ten (10) calendar days of the date of the letter request from the Department. IL The CAP shall be sent to the Department Contract Manager for review and approval. Within ten (10) calendar days of receipt of a CAP, the Department shall notify the Contractor in writing whether the CAP proposed has been accepted. If the CAP is not accepted, the Contractor shall have ten (10) calendar days from receipt of the Department letter rejecting the proposal to submit a revised proposed CAP. Failure to obtain the Department approval of a CAP as specified above shall result in the Department's termination of the Contract for cause as authorized in the Contract. B. Upon the Department's notice of acceptance of a proposed CAP, the Contractor shall have ten (10) calendar days, or longer if specified in the approved CAP, to commence implementation of the accepted plan. Acceptance of the proposed CAP by the Department does not relieve the Contractor of any of its obligations under the Contract. In the event the CAP fails to correct or eliminate performance deficiencies by the Contractor, the Department shall retain the right to require additional or further remedial steps, or to terminate the Contract for failure to perform. No actions approved by the Department or steps taken by the Contractor shall estop the Department from subsequently asserting L CL any deficiencies in performance. Contractor shall continue to implement the CAP until all deficiencies are corrected. CL < Reports on the progress of the CAP will be made to the Department as requested by the Department Contract Manager. c-4 C. Failure to respond to a Department request for a CAP shall result in suspension or termination of the Contract. 04 18. PAYMENT AND PERFORMANCE BONDS. An "X" beside the correct provision in this section signifies that the 6 provision is applicable to the Contract. CXl No Payment or Performance bonds are required. C.? ❑ Contractor shall provide executed Payment and Performance Bonds naming the Department as obligee, issued CM by a surety acceptable to the Department, in the amount(s) of . ❑ Contractor may be required to provide executed Payment and /or Performance Bonds naming the Department c U. as obligee, issued by a surety acceptable to the Department, in an amount of up to one hundred and twenty y percent (120 %) of the total anticipated cost of any Work. 19. Liquidated Damages. An "X" beside the correct provision in this section signifies that the provision is applicable to the Contract. IL 0 No liquidated damages will be assessed. ❑ In addition to other remedies elsewhere in this Contract, and as provided by law, unless otherwise stipulated in c 4) the Scope, the Contractor hereby covenants and agrees to pay liquidated damages to the Department as follows: A. Contractor acknowledges that time is of the essence for all services provided under this Contract, and v �. whereas the actual damages to be suffered by late performance are incapable of accurate calculation, the parties agree to the following as a reasonable estimation thereof as liquidated damages. In addition to any Contract No. MV282 Rev.04 /11 /18 5 of 22 Packet Pg. 1867 J.2c other provisions of this Contract, in the event that the deliverable identified in the Scope, is not completed and submitted by the close of business on the date the deliverable is due, the compensation amount stated for that portion of the Work may be reduced by five percent (5 %) per week for each week the deliverable is late, with the total amount of the liquidated damages not to exceed the total compensation amount of the Scope deliverable. B. The date of submission shall be the date of receipt by the Department. C. If no Department receipt date appears or the date is illegible, the date of submission shall be deemed to be five (5) days prior to receipt by the Contract Manager. D. If completion is or will bejustifiably delayed due to reasons as set out in paragraph contained herein, the Department may grant an extension of time as evidenced by a properly executed Amendment. E. If the deliverable(s) fail to comply with the requirements of this Contract, or if questions arise from review and the Contractor is so notified and requested to respond, the Contractor shall furnish the required additions, deletions, or revisions in accordance with the Scope at no additional cost to the Department. IL F. If the additions, deletions, and revisions are not submitted to the Department's Contract Manager in accordance with the Scope, the compensation stated for that portion of the Work may be reduced by five percent (5 %) for each week that the requested deliverable is late as specified. The total reduction shall Z not exceed the total amount of the Work. G. Contractor's failure to respond to a request to correct the deliverables will result in termination of the Work and forfeiture of any unpaid balance for such deliverables. Additionally, the Department, at its discretion, may re- assign future Work. 0 20. RETAINAGE. A. Department reserves the right to establish the amount and application of retainage on the Work to a maximum of zero percent (0 %). Any retainage to be applied shall be specified in the Scope. Retainage shall be withheld CL CL from each payment to the Contractor pending satisfactory completion of Work and approval of all deliverables. V B. Department reserves the right to withhold payment of retainage for the Contractor's failure to respond to or 04 correct identified deficiencies within the timeframe stipulated in the Scope. Department shall provide written notification to the Contractor of identified deficiencies and the Department's intent to withhold retainage on the Work. Contractor's failure to rectify the identified deficiency within the timeframe stated in the Department's notice will result in forfeiture of retainage by the Contractor. v C. If the Contractor fails to perform the requested Scope, or fails to perform the Work in a satisfactory manner, 0 Contractor shall forfeit its right to payment for the Work and the retainage called for under the entire Scope. Failure to perform includes, but is not limited to, failure to submit the required deliverables or failure to provide adequate documentation that the work was actually performed. D. No retainage shall be released or paid for uncompleted Work while a Contract is suspended. U. 4) E. Except as otherwise provided above, the Contractor shall be paid the retainage associated with the Work, provided the Contractor has completed the work and submits an invoice for retainage held in accordance with paragraph contained herein above. IL LIABILITY 21. INSURANCE. c 4) A. Required Coverage At all times during the Contract the Contractor, at its sole expense, shall maintain v insurance coverage of such types and with such terms and limits described below. The limits of coverage under each policy maintained by the Contractor shall not be interpreted as limiting the Contractor's liability and obligations under the Contract. All insurance policies shall be through insurers licensed and authorized to issue policies in Florida, or Contract No. MV282 6 of 22 Rev.04/11/18 Packet Pg. 1868 J.2c alternatively, Contractor may provide coverage through a self- insurance program established and operating under the laws of Florida. Additional insurance requirements for this Contract may be required elsewhere in this Contract, however the minimum insurance requirements applicable to this Contract are: i. Commercial General Liability Insurance The Contractor shall provide adequate commercial general liability insurance coverage and hold such liability insurance at all times during the Contract. 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 Contractor shall provide workers' a� E 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 CM cover all employees engaged in any work under the Contract. iii. Commercial Automobile Insurance If the Contractor's duties include the use of a commercial vehicle, the Contractor shall maintain automobile liability, bodily injury, and property damage coverage. Insuring IL clauses for both bodily injury and property damage shall provide coverage on an occurrence basis. The 0 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: ,. • $200,000/300,000 Automobile Liability Combined Single Limit for Company -Owned Vehicles, if c applicable • $200,000/300,000 Hired and Non -owned Automobile Liability Coverage a� 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 and Harbor > Worker's, or the inclusion of any applicable rider to worker's compensation insurance, and any necessary CL watercraft insurance, with limits of not less than $300,000 each. Questions concerning required coverage cL should be directed to the U.S. Department of Labor (hu p:,/ w w,d i,gov/ owc—p ac Iscoptac.Ftm) or to V the parties' insurance carrier. 04 04 B. Insurance Requirements for Sub - Contractors Department shall not be liable to any subcontractor for any expenses or liabilities incurred under any subcontract, regardless of whether the Department has approved such subcontract or subcontractor. Contractor shall be solely liable to its subcontractor(s) for all expenses and liabilities v incurred under any subcontract. Any subcontracts made under or in performance of this Contract must include the same conditions specified in this Contract, with the exception of insurance requirements (paragraph contained herein), r and shall include a release of any rights, claims or liabilities against the Department. The level of insurance to be carried e) by subcontractors performing work under this Contract shall be at the discretion of Contractor. CM '= C. Exceptions to Additional Insured Requirements If the Contractor's insurance is provided through an insurance trust, the Contractor shall instead add the Department of Environmental Protection, its employees, and officers as an U. additional covered party everywhere the Contract requires them to be added as an additional insured. Further, v �- notwithstanding the requirements above, if Contractor is self- insured, then the Department of Environmental _ Protection, its employees, and officers do not need to be listed as additional insureds. J 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 Contractor providing such insurance. a� 22. INDEMNIFICATION. The Contractor and the Department shall each be solely responsible for the negligent or wrongful acts of its respective employees and agents acting within the scope of their employment. Further, each party v shall bear its own costs of every name and description, including attorneys' fees, arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by its employees and Contract No. MV282 7 of 22 Rev.04/11/18 Packet Pg. 1869 J.2c agents acting within the scope of their employment. However, nothing contained herein shall constitute a waiver by the Contractor or the Department of its sovereign immunity or waiver or modification of Section 768.28, F.S. THIRD PARTIES 23. SUBCONTRACTING. An "X" beside the correct provision in this section signifies that the provision is applicable to the Contract. ❑ Contractor shall not subcontract any work under this Contract. Z A. Contractor shall not subcontract any work under this Contract without the prior written consent of the a) Department's Contract Manager. Department reserves the right to reject any proposed subcontractor a� based upon the Department's prior experience with subcontractor, subcontractor's reputation, or the CL V Department's lack of adequate assurance of performance by subcontractor. Contractor agrees to be 04 responsible for the fulfillment of all work elements included in any subcontract and agrees to be 04 responsible for the payment of all monies due under any subcontract. IL B. Department shall not be liable to any subcontractor for any expenses or liabilities incurred under any subcontract, regardless of whether the Department has approved such subcontract or subcontractor. Contractor shall be solely liable to its subcontractor(s) for all expenses and liabilities incurred under any z subcontract. Any subcontracts made under or in performance of this Contract must include the same conditions specified in this Contract, with the exception of insurance requirements (paragraph contained C.) herein), and shall include a release of any rights, claims or liabilities against the Department. The level of CM c insurance to be carried by subcontractors performing work under this Contract shall be at the discretion of c Contractor. U. a) 24. NONASSIGNABILITY. Contractor shall not sell, assign or transfer any of its rights, duties or obligations under this M Contract (its Rights and Duties), without the prior written consent of the Department. Contractor shall remain liable for CL performance of its Rights and Duties, regardless of any assignment to or assumption by any third party, notwithstanding CL V any approval thereof by the Department. However, the Department may expressly release the Contractor from any and 04 all Rights and Duties through a novation accompanying an approved assignment. Department may assign the 04 Department's Rights and Duties, but shall give prior written notice of its intent to do so to the Contractor. The foregoing notwithstanding, the Contractor hereby assigns to the State any and all claims it has with respect to the Contract under the antitrust laws of the United States and the State. v 25. THIRD PARTY BENEFICIARIES. This Contract is neither intended nor shall it be construed to grant any rights, privileges or interest in any third party without the mutual written agreement of the parties hereto. C.) CM c SUSPENSION AND TERMINATION c 26. SUSPENSION. U. a) A. Department may order the Contractor in writing to suspend, delay or interrupt all or any part of the Work for ,�— failure to perform, or as otherwise specified herein, such period of time as the Department may determine to be _ appropriate for any of the following reasons: J 1.) Contractor fails to timely and properly correct deficiencies in or performs unsatisfactory work; IL 2.) Contractor's or subcontractor's insurer or surety notifies the Department that any of its required insurance or bonds has lapsed or will lapse, and the Contractor fails to provide replacement insurance or bonds acceptable to the Department before the insurance or bond cancellation or termination date; v 3.) Contractor or subcontractor materially violates safety laws or other constraints; 4.) Department determines that there is a threat to the public health, safety or welfare that necessitates such suspension; or Contract No. MV282 Rev. D4/11/18 8 of 22 Packet Pg. 1870 J.2c 5.) For the convenience of the Department. B. If the performance of all or any part of the Work is suspended, delayed or interrupted for an unreasonable period of time by an act of the Department in administration of the Work, or by the Department's failure to act within a reasonable time to review or approve an invoice, the Department shall provide an equitable extension of the time allowed to complete the Work and modify the Scope accordingly. However, no adjustment shall be made under this clause for any suspension, delay or interruption if and to the extent that: 1.) Performance would have been suspended, delayed or interrupted by any other cause, including the fault ; or negligence of the Contractor; or 2.) Equitable adjustment is provided for (or excluded) under any other provision of this Contract. C. Contractor shall not be compensated for Work performed subsequent to a notice of suspension by Department. 27. TERMINATION. IL A. Department may terminate this Contract at anytime for cause, in the event of the failure of the Contractor to fulfill any of its obligations. Prior to termination, the Department shall provide ten (10) calendar days written notice of its intent to terminate for cause, including the reasons for such, and shall provide the Contractor an opportunity to consult with the Department regarding the reason(s) for termination. Contractor may be afforded the possibility of curing any default at the sole discretion of the Department. B. The Department may terminate this Contract without cause and for its convenience by giving thirty (30) a� calendar days written notice to the Contractor. Termination for convenience shall not entitle either party to any indirect, special or resulting damages, lost profits, costs or penalties, and the Contractor shall be entitled only to recover those amounts earned by it for authorized deliverables completed up to the date of termination (or as may be agreed to in writing by the Department for completion of all or any portion of the Work in process). L CL CL GENERAL CONDITIONS 28. ATTORNEY'S FEES. In the event of any legal action to enforce the terms of this Contract, each party shall bear its 04 own attorney's fees and costs. 29. CONFLICT OF INTEREST. Contractor covenants and warrants that it presently has no interest, and shall not acquire 6 Z any interest, which would conflict in any manner or degree with its performance of this Contract or the Services required hereunder. 0 C.? 30. COMPLIANCE WITH APPLICABLE LAW. Contractor shall comply with all applicable federal, state and local rules and regulations in providing services to the Department under this Contract including, but not limited to, local health and safety rules and regulations. This provision shall be included in all subcontracts issued as a result of this Contract. U. 31. DISQUALIFICATION. 4) > A. The employment of unauthorized aliens by the Contractor /vendor is considered a violation of Section 274A(e) of the Immigration and Nationality Act. If the Contractor knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of this Contract. Contractor shall be responsible for including this provision in all subcontracts with private organizations issued as a result of this Contract. IL B. Contractor is required to use the U.S. Department of Homeland Security's E- Verify system to verify the employment eligibility of all employees used by the Contractor under this Contract, pursuant to State of Florida Executive Order No.: 11 -116. Also, the Contractor shall include in related subcontracts, if authorized under this Contract, a requirement that subcontractors performing work or providing services pursuant to this Contract utilize the v E- Verify system to verify employment eligibility of all employees used by the subcontractor for the performance of the Work Contract No. MV282 9 of 22 Rev.04/11/18 Packet Pg. 1871 J.2c C. If Contract value exceeds one (1) million dollars, Contractor certifies that it and any of its affiliates are not scrutinized companies as identified in Section 287.135, F.S. In addition, Contractor agrees to observe the requirements of Section 287.135, F.S., for applicable sub - agreements entered into for the performance of work under this Contract. Pursuant to Section 287.135, F.S., the Department may immediately terminate this Contract for cause if the Contractor, its affiliates, or its subcontractors are found to have submitted a false certification; or if the Contractor, its affiliates, or its subcontractors are placed on any applicable scrutinized companies list or engaged in prohibited contracting activity during the term of the Contract. As provided in Subsection 287.135(8), F.S., if federal law ceases to authorize these contracting prohibitions then they shall become inoperative. 32. EXECUTION IN COUNTERPARTS. This Contract, and any Change Orders or Amendments 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. 33. FORCE MAJEURE. Contractor shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees, subcontractors or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, hurricanes, or other similar cause wholly beyond the Contractor's control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either 1) within five (5) days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result, or 2) if delay is not reasonably foreseeable, within ten (10) days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING SHALL CONSTITUTE THE CONTRACTOR'S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, other than for an extension of time, shall be asserted by the Contractor against the Department. Contractor shall not be entitled to an increase in the price or payment of any kind from the Department for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist the Contractor shall perform at no increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the State or to the Department, in which case the Department may 1) accept allocated performance or deliveries from the Contractor, provided that the Contractor grants preferential treatment to the Department with respect to products subjected to allocation, or 2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the products that are the subject of the delay, which purchases may be deducted from the Contract quantity, or 3) terminate the Contract in whole or in part. 34. FORUM SELECTION, SEVERABILITY, AND CHOICE OF LAW. This Contract has been delivered in the State of Florida and shall be construed in accordance with substantive and procedural laws of Florida. Wherever possible, each provision of this Contract shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Contract 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 Contract. Any action in connection with this Contract shall be brought in a court of competent jurisdiction located in Leon County, Florida. 35. GOVERNMENTAL RESTRICTIONS. If the Contractor believes that any governmental restrictions require alteration of the material, quality, workmanship or performance of the products offered under this Contract, the Contractor shall immediately notify the Department so in writing, identifying the specific restriction and alteration. Department reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to Contract No. MV282 10 of 22 Rev.04 /11/18 Packet Pg. 1872 J.2c the Department. Contractor's failure to timely notify the Department of its asserted belief shall constitute a waiver of such claim. 36. HEADINGS. The headings contained herein are for convenience only, do not constitute a part of this Contract and shall not be deemed to limit or affect any of the provisions hereof. 37. INTEGRATION. This Contract contains all the terms and conditions agreed upon by the parties, which terms and conditions shall govern all transactions between the Department and the Contractor. Any alterations, variations, changes, modifications or waivers of provisions of this Contract 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 Contract, unless otherwise provided herein. No oral agreements or representations shall be valid or binding upon the Department or the Contractor. No alteration or modification of the Contract terms, including substitution of product, shall be valid or binding against the Department. Contractor may not unilaterally modify the terms of this Contract by affixing additional terms to product upon delivery (e.g., attachment or inclusion of standard preprinted forms, product literature, "shrink wrap" terms accompanying or affixed to a product, whether written or electronic) or by incorporating such terms onto IL the Contractor's order or fiscal forms or other documents forwarded by the Contractor for payment. Department's acceptance of product or processing of documentation on forms furnished by the Contractor for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions. 38. INTERPRETATION OF CONTRACT. c A. Where appropriate: the singular includes the plural and vice versa; references to statutes or regulations include all statutory or regulatory provisions consolidating, amending or replacing the statute or regulation referred to; unless otherwise indicated references to Rules are to the adopted rules in the Florida Administrative Code; the words "including," "includes" and "include" shall be deemed to be followed by the words "without limitation "; unless otherwise indicated references to sections, appendices or schedules are to this Contract; words such as "herein," y "hereof" and "hereunder" shall refer to the entire document in which they are contained and not to any particular provision or section; words not otherwise defined which have well -known technical or construction industry meanings, CL cL are used in accordance with such recognized meanings; references to Persons include their respective permitted V successors and assigns and, in the case of Governmental Persons, Persons succeeding to their respective functions and capacities; and words of any gender used herein shall include each other gender where appropriate. B. Contractor acknowledges and agrees that it has independently reviewed this Contract with legal counsel, and that it has the requisite experience and sophistication to understand, interpret and agree to the particular language of v the terms. Accordingly, if an ambiguity in (or dispute regarding the interpretation of) this Contract shall arise, the Contract shall not be interpreted or construed against the Department, and, instead, other rules of interpretation and construction shall be used. e) c 39. MODIFICATIONS REQUIRED BY LAW. Department reserves the right to revise this Contract to include additional language required by Federal agency(ies) or other sources awarding funding to the Department in support of this U. Contract, if applicable, and to include changes required by Florida Administrative Code rule changes. 4) 40. MYFLORIDAMARKETPLACE TRANSACTION FEE. The State of Florida, through DMS, has instituted 2. M _ MyFloridaMarketPlace, a statewide e- procurement system. Pursuant to Rule 60A- 1.032(1), Florida Administrative Code, payments under this Contract are exempt from the MyFloridaMarketPlace transaction fee. IL 41. NONDISCRIMINATION. A. Contractor certifies that no person, on the grounds of race, creed, color, religion, national origin, age, gender, 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 Contract. B. Contractor certifies that neither it nor any affiliate is or has been placed on the discriminatory vendor list. An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide Contract No. MV282 11 of 22 Rev. 04/11/18 Packet Pg. 1873 J.2c 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 ( "DMS ") 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. C. Contractor shall comply with the Americans with Disabilities Act. Website: r Contract No. MV282 Rev.04 /11/18 12 of 22 Packet Pg. 1874 a) 42. NON - SOLICITATION. Contractor covenants and warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor to solicit or secure this Contract and that it CM has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Contractor any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of this Contract. IL 43. NON- WAIVER OF RIGHTS. No delay or failure to exercise any right, power or remedy accruing to either party upon breach or default by the other party under this Contract, shall impair any such right, power or remedy of either party; nor shall such delay or failure be construed as a waiver of any such breach or default, or any similar breach or Z default thereafter. 44. ORDER OF PRECEDENCE. In the event of a conflict in terms between any of the components of this Contract, the order of precedence for resolving such conflict shall be as follows (1 being the highest precedence): 1. Body of this Contract; 2. Scope; 3. All other attachments to this Contract; and 7i > 0 4. Documents, agreements and exhibits incorporated herein by reference. CL In the case of conflict between the terms and conditions of this Contract and the terms and conditions under which the CL V Department is receiving federal funding, the terms and conditions authorizing federal funding shall control. 04 45. OWNERSHIP OF DOCUMENTS. All plans, specifications, maps, computer files, databases and /or reports prepared or obtained under this Contract, as well as data collected together with summaries and charts derived therefrom, shall be considered works made for hire and shall be and become the property of the Department upon completion or v termination of this Contract, without restriction or limitation on their use, and shall be made available upon request to the Department at any time during the performance of such services and /or upon completion or termination of this 0 Contract. Upon delivery to the Department of said document(s), the Department shall become the custodian thereof in CM accordance with Chapter 119, F.S. Contractor shall not copyright any material and products or patent any invention developed under this Contract. U. 46. P.R.I.D.E. When possible, the Contractor agrees that any articles which are the subject of, or required to carry out, this Contract shall be purchased from P.R.I.D.E. as specified in Chapter 946, F.S., if available, in the same manner and under the same procedures set forth in Section 946.515(2) and (4), F.S.; and for purposes of this Contract the person, firm or other business entity carrying out the provisions of this Contract shall be deemed to be substituted for this agency insofar as dealings with P.R.I.D.E. are concerned. IL The "Corporation identified" is PRISON REHABILITATIVE INDUSTRIES AND DIVERSIFIED ENTERPRISES, INC. (P.R.I.D.E.) which may be contacted at: P. R. 1. D. E. 12425 28" Street, North St. Petersburg, Florida 33716 -1826 Toll Free: 1 -800- 643 -8459 Website: r Contract No. MV282 Rev.04 /11/18 12 of 22 Packet Pg. 1874 J.2c 47. PUBLIC ENTITY CRIMES. A person or affiliate (as defined) who has been placed on the convicted vendor list following a conviction for a public entity crime may not 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 for Category Two (as defined in Section 287.017, F.S.), for a period of thirty -six (36) months from the date of being placed on the convicted vendor list, pursuant to Section 287.133, F.S. Contractor certifies that neither it nor any affiliate has been placed on such convicted vendor list, and shall notify the Department within five (5) days of its, or any of its affiliate's, placement thereon. 48. PUBLIC RECORDS. Public Records Requirements (Attachment D), as attached to this Contract, are hereby ; incorporated into the Contract. will not pay for any personal property taxes levied on the Contractor or for any taxes levied on employees' wages. �. Contract No. MV282 13 of 22 Rev.04J11J18 Packet Pg. 1875 49. RECORD KEEPING AND AUDIT. a� A. Contractor shall maintain books, records and documents directly pertinent to performance under this Contract in accordance with United States generally accepted accounting principles (US GAAP) consistently applied. Department, the State, or their authorized representatives shall have access to such records for audit purposes during the term of this Contract and for five (5) years following Contract completion or termination. In the event any work is subcontracted, the Contractor shall similarly require each subcontractor to maintain and allow access to such records for audit purposes. B. The Contractor understands its duty, pursuant to Section 20.055(5), F.S., to cooperate with the Department's 0 Z Inspector General in any investigation, audit, inspection, review, or hearing. The Contractor will comply with this duty and ensure that its subcontracts issued under this Contract, if any, impose this requirement, in writing, on its subcontractors. c 50. REMEDIES. All rights and remedies provided in this Contract are cumulative and not exclusive of any other rights or remedies that may be available to the Department, whether provided by law, equity, statute, in any other agreement ii between the parties or otherwise. Department shall be entitled to injunctive and other equitable relief, including, but not limited to, specific performance, to prevent a breach, continued breach or threatened breach of this Contract. No C CL remedy or election hereunder shall be deemed exclusive. A failure to exercise or a delay in exercising, on the part of the cL < Department, any right, remedy, power or privilege hereunder shall not operate as a waiver thereof; nor shall any single c'4 or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 51. RESPECT OF FLORIDA. When possible, the Contractor agrees that any articles that are the subject of, or required 6 v to carry out, this Contract shall be purchased from a nonprofit agency for the blind or for the severely handicapped that is qualified pursuant to Chapter 413, F.S., in the same manner and under the same procedures set forth in Section 0 413.036(1) and (2), F.S.; and for purposes of this Contract the person, firm, or other business entity carrying out the t) provisions of this Contract shall be deemed to be substituted for the state agency insofar as dealing with such qualified _ nonprofit agency is concerned. The "nonprofit agency' identified is RESPECT of Florida which may be contacted at: U. RESPECT of Florida. 2475 Apalachee Parkway, Suite 205 Tallahassee, Florida 32301 -4946 CM (850) 487 -1471 —� Website: w✓w w .res ectoiflorioa IL 52. TAX EXEMPTION. Contractor recognizes that the Department is an agency of the State of Florida, which by virtue of its sovereignty is not required to pay any taxes on the services or goods purchased under the terms of this Contract. Department does not pay Federal excise or sales taxes on direct purchases of tangible personal property. Department will not pay for any personal property taxes levied on the Contractor or for any taxes levied on employees' wages. �. Contract No. MV282 13 of 22 Rev.04J11J18 Packet Pg. 1875 J.2c 53. WARRANTY OF ABILITY TO PERFORM. Contractor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy its Contract obligations. Contractor warrants that neither it nor any affiliate is currently on the convicted vendor list maintained pursuant to section 287.133 of the Florida Statutes, or on any similar list maintained by any other state or the federal government. Contractor shall immediately notify the Department in writing if its ability to perform is compromised in any manner during the term of this Contract and any renewals. 54. WARRANTY OF AUTHORITY. Each person signing this Contract warrants that he or she is duly authorized to do so and to bind the respective party to this Contract. - REMAINDER OF PAGE INTENTIONALLY LEFT BLANK - Contract No. MV282 Rev. 04 /11/18 14 of 22 Packet Pg. 1876 IN WITNESS WHEREOF, the parties have caused this Contract to be duly executed, the day and year last written below. Monroe County Board nf County Commissioners Flor Department of Env Protection L Date: By: Date: JACJNROE COUNTY ATTORNEY FUn No. oFODx APP �EDAS TD#IFOIRIM� -A— �/15 List of attachme nts/exh i bits included as part of this Contract: Specify Type / Letter Description Attachment Scope of Work (__pages) Attachment Subcontractor Utilization Report Form (Spages) Attachment[ Quarterly Progress Report Form (lPage) Attachment Public Records Requirement (Ipage) Contract No. Mmm Rev. 04/11/18 - REMAINDER OF PAGE INTENTIONALLY LEFT BLANK - 15 of 22 I Packet Pg. 18777 ] J.2c ATTACHMENT A SCOPE OF SERVICES MONROE COUNTY MOBILE VESSEL PUMPOUT SERVICE 1. Scope of Services. In Support of the Clean Vessel Act Grant Program, the Florida Legislature recognizes the importance of reduction or elimination of environmental impacts associated with the illegal discharge of sewage from vessels, and compliance with the 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. To that end, the Florida Legislature has appropriated $277,650 in nonrecurring funds for a marine sewage pilot program to assist �. Monroe County ( "County ") with alternative funding for its mobile vessel pumpout service (Service). The County c a) currently receives grant funding from the Florida Department of Environmental Protection ( "Department ") for some pumpout costs. CM This Contract is anticipated to provide a return on the State's investment through: 1) funding assistance for the Service offered by the County, further reducing the potential discharge of untreated sewage into the Florida Keys' waters resulting in improved water quality, and 2) creating increased awareness of No Discharge Zone regulations and the availability and use of the Service conveniently provided to anchored -out vessels. The County's Service, IL currently free to recreational boaters in the Florida Keys, is helping to ensure compliance with the regulations of the federally established No Discharge Zone and is critical in ensuring that water quality in the Florida Keys remains high. The $277,650 in funding assistance provided under this Contract will assist with the costs of the Service currently being provided by Monroe County, thus helping to improve and preserve water quality that is vital to the economy and marine ecosystems of the Florida Keys. Under this Contract, the County will contract with a contractor to provide a minimum of 1,712 pumpouts per a� quarter, at locations throughout unincorporated areas of Monroe County within the Florida Keys and will meet certain objectives as directed and established by the Monroe County Board of County Commissioners. The Service performed by the County or its Contractor under this Contract shall be performed in conjunction with, not in lieu of, other services provided under DEP Grant Agreement No. MV279. CL CL 2. Deliverables. For each quarter, the County shall submit by the 30 day following the close of each quarter: A. A signed quarterly pumpout report from its Contractor documenting a minimum of 1,712 pumpouts performed, including the number of in -state vessels and out -of -state vessels pumped; volume of sewage pumped; number of individual vessels pumped out; and method of disposal. 0 B. A Quarterly Progress Report (Attachment C) C. An invoice for Service provided by its Contractor. C.? 3. Cost and Invoicing. The quarterly payment shall be up to $69,412.50, calculated at a cost per pumpout of $40.544444 based on 1,712 pumpouts per quarter. The County shall submit a quarterly invoice by the 30 day following the close of each quarter. Each invoice shall contain the following: U. A. Invoice date; y B. Contract number; o C. Dates of service; D. Documentation of Minimum Number of pumpouts required (1,712 per quarter); and E. Subcontractor Utilization Report (Attachment B) IL 4. Timeline. The County shall submit quarterly reports and invoices on 30 day following the close of the quarter, specifically, October 30, January 30, April 30 and July 30. 5. Performance Measures. The Department's Contract Manager shall review the quarterly reports and documentation to ensure that the required number of pumpouts are performed each quarter. Contract No. MV282 Rev.04 /11/18 16 of 22 Packet Pg. 1878 J.2c 6. Financial Consequences. If the required number of quarterly pumpouts are not performed, or are not made up in the following quarter, then the next quarterly payment shall be reduced by $40.544444 for each pumpout not performed. c a� a� REMAINDER OF PAGE INTENTIONALLY LEFT BLANK - IL 0 0 c c w 0 Contract No. MV282 Rev.04j11 /18 17 of 22 Packet Pg. 1879 � � ' � � - ` ^ � ' � ` � � ATTACHMENT SUBCONTRACTOR UTILIZATION REPORT FORM DIRECTIONS: Contractors working for the Florida Department of Environmental Protection (DEP) must complete and submit this attachment with each invoice submitted for payment. Questions regarding use of this fnnn should be directed to the Procurement Section ([WS93), Florida Department of Environmental Protection, 3900 Commonwealth Boulevard, Tallahassee, Florida 32399-3000 Phone (8SO) Z45'Z36l. D[P Contract Nu: Invo Number: Task Assignment No. (if applicable): Invoice Service Period: LIST NAMES AND ADDRESSES OF LIST AMOUNT PAID TO SUBCONTRACTORS UTILIZED THIS EACH SUBCONTRACTOR INVOICE PERIOD THIS INVOICE PERIOD Contract No. Mvnnz Rev. 04/11/18 INDICATE THE ONE CATEGORY THAT BEST DESCRIBES EACH ORGANIZATION LISTED NON-PROFIT BUSINESS CLASSIFICATION CERTIFIED MBE NON-CERTIFIED MBE 18 of 22 (P 00 C? Contract No. MV282 Rev. 04/11/18 19 of 22 INDICATE THE ONE CATEGORY THAT BEST DESCRIBES EACH ORGANIZATION LISTED ON-PROFIT DEP Contract No.: BUSINESS CLASSIFICATION CERTIFIED MBE NON-CERTIFIED MBE ORG. z N Ln G) Z > M > z > Ln > > z > N 03 Ln r) 0 Invoice Number: C ;�2 > ': > c < C - 22 U; - 0 L/ > > :j E: M M L > > ' �: M M 0 > 0 r- M n > > 2 < M :z > > Z z < M M F, 0 :;0 0 �0 M :;a C C C Z = > > > z > > > Ln Ln g: z 0 Task Assignment No. (if applicable): 0 22 1�2 z L1 2! M 2 M > _ Ln > E: M > M > 0 0 M -b M Ln in L M � LLn > C > Fi 0 �;: co r- 22 — M 0 M M 0 in T o— > G) > r-) > > z > > > z > 0 ;;a E < M G Z z Z < Z Z < E 0 M 0 Invoice Service Period: > 0 M M z M --i 0 �0 SO — 0 ;;Q — > n > M > M �0 > rn LIST NAMES AND ADDRESSES OF LIST AMOUNT PAID TO 0 SUBCONTRACTORS UTILIZED THIS EACH SUBCONTRACTOR 0 E M INVOICE PERIOD THIS INVOICE PERIOD A ::0 Ln Contract No. MV282 Rev. 04/11/18 19 of 22 SUBCONTRACTOR UTILIZATION REPORT FORM CERTIFICATION: I certify that the information provided in the preceding page(s) is accurate as of the last day of the payment period identified on this form. (Signature) (DaLe) (Business Name) (Street Address) ([ity, State, Zip [ode) (Phone Number) DEP 55-217 (08/00) Contract No. Mvzoz ATTACHMENT QUARTERLY PROGRESS REPORT FORM Project Number: Agreement Number: Grantee Name: Reporting Period: Year- 1 2018 Quarter Provide a summary of the project's accomplishments 1ndate. 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 MV282 and accurately reflects the activities and costs associated with the approved project. Signature uf Grantee's Grant Manager Date Page 21 of 22 I Packet Pg. 18783 ] J.2c ATTACHMENT D PUBLIC RECORDS REQUIREMENTS 1. Public Records Access Requirements. a. If the Contract exceeds $35,000.00, and if the Contractor is acting on behalf of the Department in its performance of services under the Contract, the Contractor 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 Contractor in conjunction with the Contract (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 Contract if the Contractor refuses to allow public access to a> Public Records as required by law. 2. Additional Public Records Duties of Section 119.0701, F.S., If Applicable. If the Contractor is a "contractor" as defined in section 119.0701(1)(a), F.S., the Contractor shall: (1) Keep and maintain Public Records required by the Department to perform the service. IL (2) Upon request, provide the Department with a copy of requested Public Records or allow the Public Records to aD 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. (3) 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. (4) 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. L (5) Upon completion of the Contract, transfer, at no cost, to the Department all Public Records in possession of the CL CL 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 v 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 0 Contract or Microsoft Word, Outlook, Adobe, or Excel, and any software formats the Contractor is authorized to access. (6) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, c u 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: tili,sri: .ste.f).0 IL Mailing Address: Department of Environmental Protection ATTN: Office of Ombudsman and Public Services Public Records Request 3900 Commonwealth Boulevard, MS 49 v Tallahassee, Florida 32399 Contract No. MV282 Rev. 04/11/18 22 of 22 Packet Pg. 1884 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 1 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 851100 DOLLARS ($340,200.85) in the first year and Three Hundred Twenty -Nine Thousand Two Hundred Twenty Three and 121100 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 811100 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 (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 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 farther 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 1 12.311, 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 2798 Overseas Hwy. Marathon, FL 33050 FOR CONTRACTOR: Donnie Brown, Pumpout USA 1.150 Highway 83 North DeFuniak Springs, Florida 32433 XXVII. TAXES: 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 fin 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 ---- MON OE COUNTY ATTORNEY A P �1DASTOF RM PUMPOUTiUSA. IN y: SS Print name: j 3 P Print name and title: WITNESS Print name: ��Nd,4 l._.. fit& r STATE OF ( 1't� COUNTY OF j I 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. 090 -1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE �1 "...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.jz r.p -#i �_. (type of identification) as identification, NOTARY PUBL My Commission Expires: PEGGY A. THREADGILL ��' }fplgry PubI1C •Stale of Florida y' ' ' = My Cpnun I xpirc5 Apr 'J 7014 Y� � �P' Cnis;uu5��ru � 151 � 4ti0( 16 November 13, 2012 �j R9 J p NON -COL 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. I qcn _._ (&2/ &46 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. ) Date: /Qw COUNTY OF: 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 $Lc c� 1i �. :ti , c -,� -�� (type of identification) as identification. PE(;iiY A. THREADGILL r • " NOWY NEWic Slate of Flo"" ' 349 GpEllEll Fxpifes Apt ? : '� *,f x�.� � G01ttE111$SIOEE # In) °'dSIOP NOTARY PUBLIC My Commission Expires: l 7 Nownbor 13, 2012 DRUG -FREE WORKPLACE FORM Thb undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: n ,,% .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, I �effi 2hrx firrp complies fully with the above requirements. / STATE OF COUNTY OF: Date: I I,V�Z, TO Su bscribed and sworn to (or affirmed) before me on ri (date) by ?? f ) O Yl C4 x o tt 'i v l Y (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 App 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 ' name) nor any Affiliate has been placed on the convicted vendor list within the Ost 36 months. (Si nat Li,re) Date -. STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed) before me on ©�[ (date) by `c>rl i n -.. (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 „1i •�4fpr "v ®� y PEGGY A iF[iif ARGIL ' t4utaiy Public - State 01 Klaflda ' 70 ' � ''' My Cnrnm FxPiios At'` 1.','', Cnurrwssiuii H 11) 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 Indemnity 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 minimmu Iinlits 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 (CSI,) Prior to the cotnmencement of work governed by this contract, the Contractor shalt obtain Water Craft Liability Insurance with terns no less restrictive than those found in the standard "American Institute Ilull 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 E3, 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 Scope of Services For Mobile Vessel Pumpout Service EXHIBIT A Pumpout USA will provide mobile vessel pumpout service to vessels located throughout areas of unincorporated Monroe County within the Florida Keys. The pumpout service is provided to reduce or eliminate environmental impacts associated with the illegal discharge of sewage from vessels, and further enable compliance with regulations of the federal No Discharge Zone and vessel restricted areas (i.e. Managed Anchoring Zones) in Monroe County. The foIIowing sections describe the Scope of Work and Deliverables for the provision of mobile vessel pumpout service. Section A: Scope of Work 1. Mobile Vessel Pumpout Service The Pumpout USA will provide mobile vessel pumpout service consisting of a minimum of six marine pumpout vessels to service (i.e. pumpout) vessels located in the unincorporated areas of Monroe County. Each of these six marine pumpout vessels will work 8 hours per day, 5 business days per week in the areas designated on the attached Mobile Pumpout Service Coverage Map (Attachment 1). Each pumpout vessel placed into service wiII be capable of servicing up to twelve vessels per day and each will be trailerable to locate to other service areas, as needed. The pumpout service, provided at no charge to all recreational vessels in the unincorporated waters of Monroe County within the Florida Keys (up to once per week), will be provided to anchored -out vessels. Pumpout USA may also provide service to vessels at marinas (with priority given to marinas without pumpout facilities), but only after all anchored -out vessels are serviced. The first priority of each pumpout vessel (if services are phased -in) will be servicing anchored vessels Iocated in established Managed Anchoring Zones, as identified in the attached County anchoring ordinance (Attachment 2). Pumpout USA will provide service to vessels anchored in Managed Anchoring Zones, whether registered for pumpout service or otherwise, in accordance with the frequency described in the County anchoring ordinance. Pumpout USA will also provide as- needed pumpout service to vessels located outside of Managed Anchoring Zones, whether registered for pumpout service or otherwise. If the County anchoring ordinance establishing the Managed Anchoring Zones expires, Pumpout USA will provide service throughout unincorporated Monroe County on an as- needed basis. Vessel owners will be encouraged by County and Pumpout USA to register for routine pumpout service (see Registration of Customers below), which will assist in streamlining the service through the utilization of `identification decals' indicating participation in the pumpout program and orange flags to be flown when in need of a pumpout (decals and flags to be provided by Pumpout USA). Vessel waste will be offloaded and properly disposed of utilizing fixed pumpout stations located throughout the Keys, and when necessary hauled out by licensed haulers. 2. Staffing Pumpout USA, at its own expense, will provide all personnel required to perform this contract and all personnel engaged in performing services under this contract shall be fully qualified, and, if required, to be authorized or permitted under State and local law to perform such services. Pumpout USA personnel shall not be employees of or have any contractual relationship with the County. The Contractor will provide vessel operators and a Project Manager .that has extensive experience and training in the pumpout industry. The Project Manager will maintain an office at Mote Marine Laboratories in Summerland Key and his /her primary duties will include: ® Coordinating pump -out schedules ® Registering customers for service o Obtaining registrants' contact information and location for pump -out service ® Contact point for FWC concerning "Proof of Pumpout" of vessels located in Managed Anchoring Zones, and to assist in identifying derelict vessels and vessels exhibiting pre- derelict conditions (as described in the County anchoring ordinance). The Pumpout Vessel Operators are employees of the contractor and duties are: ® Operate pumpout vessel on a weekly schedule within their designated service areas. ® Maintain a supply of identification decals and orange pumpout flags. Maintain a written daily log identifying date, miles traveled, pumpouts performed, gallons pumped from each vessel, and fuel purchased with receipt for reporting and reimbursement purposes. 3. Registration of Customers Registration forms for participation in the program will be made available online through the Pumpout USA website. Additionally, registration forms will be made available at various sporting -goods retailers, the Monroe County Marine Resources Office, various marinas, and directly from pumpout vessel operators in the service areas. Registration to participate in the program is free for recreational vessels. The participant submits his/her registration information, which will be entered into the service schedule. Upon the first visit by the pumpout vessel the pumpout vessel operator will affix the identification decal to the bow of the vessel (adjacent to the state vessel registration decal location), and attach the orange service banner to the bow rail. A service schedule for each pumpout vessel placed in service will be made available on the Pumpout USA website. The registration forms provided on the website will request the mooring location of the vessel (lat /long), registration number and state, size and type of the vessel, the name of the vessel, and a point of contact for the vessel. The registration form must be signed by the vessel owner and/or captain and allows the Pumpout USA pumpout vessel operator permission to pumpout the participating vessel and board the vessel, if necessary. 4. Public Education Pumpout USA will develop a website, public education materials, instructional materials, marketing materials, and registration packets in support of the mobile vessel pumpout service program. All educational materials will focus on the importance of clean water and the impacts of sewage discharge into the environment. These materials will be made available online through the Pumpout USA website and distributed to participating marinas, local sporting goods merchants, Monroe County Offices, and FWC where they can be accessed by vessel owners and be distributed by FWC and pumpout vessel operators. The Project Manager (or his /her designee) will also participate in, and promote clean water through this pumpout service at public gatherings, marina meetings, Fishing Clubs, Civic Organization Meetings, Secondary Education Science Classes, etc. 5. Coordination with Coun staff and FWC Pumpout USA will identify to the FWC any derelict vessels or pre - derelict condition vessels, as well as anchored vessels that are not participating in the program or requesting pumpouts. Each pumpout vessel operator will give special attention to vessels in Managed Anchoring Zones and will communicate daily to the Project Manager for FWC reporting. Section B: Deliverables 1, Monthly Pumpout Logs Signed monthly pumpout logs will be submitted, specific to each pumpout vessel and broken down by service area, indicating the number of pumpouts performed, volume of sewage pumped out, and number of individual vessels pumped out. 2. Quarterly Reports Pumpout USA will submit signed, notarized quarterly reports showing: • Number of pumpouts performed in each service area (including number of out of state vessels) and total for the Keys • Gallons of sewage pumped from each service area and total for the Keys Total number of individual vessels pumped out a The routes and locations of the pumpout vessels e Gallons of fuel used in support of program Education and outreach activities 3. fnvoicinp- Pumpout USA will submit a signed invoice on Pumpout USA letterhead for each quarter's payment, as stipulated in the contract. The invoice cost (as described in the contract) will be based on a per unit rate. Mobile Pumpout Service C overage Map Keys-Wi A rea i 9 a g4 4 1 p' [3 Y �• � vi' � � U uIV f E I Mobile Pumpout Service Coverage Map Key West Area lip (D "D - L fm Ifl Sol �i � Garrison Sight Mooring Field (excluded) . IiIIIINIZ 1; ! 2 T--T, 71-7n, a TIM 7:21 :21 , "I I . 1. 1 . 1 , 7731" � - ffflxU�V 4 �,' Mobile Pumpout Service Coverage Map Marathon and Key Colony Beach Areas t sa i Q M A � J So( 3 0 7 6 - j 50 P 0 0 55 . 011P Land Municipality Jurisdictional Waters N io Attachm ri i al Agreement with out - December 2012 (Approval of e e o. 9 to PO USA Agre e ) CERTIFICATE OF LIABILITY INSURANCE F1 9/201 3 MlDDl1YYY} 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 NAMES__ ....',..CCtlf[GatiTeIT1 Acentria, Inc - Ft. Myers Office - PHOke 4091 Colonial Blvd ,Arc. No. Ex -939 -1 Q10 _ talc No1 939 71. -Z -2_ Fort Myers FL 33966 E-MAIL D S5 @tirnsh INSURER(S) AFFORDING COVERAGE NAICM INSURED PUMPUSA -01 PUMPOUT U.S.A., INC 1150HWY83N De Funiak Springs FL 32433 COVERAGES CERTIFICATE NUMBER: 1)As;171 RFVICtnAI w imorzo• 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 T THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITION OF SUCH POLICIES. LIMITS SH MAY H AVE BEE RE BY PAID CLAIMS. _..T..PE O FINS — A � __ POLICY EFF r POLICY E TYPE OF INSURANCE ' INSR 1 WVD POLICY NUMBER MMIDDIYYYY MMIDDlYYYY LIMITS A G GENERAL LIAelLITY Y Y € €Y j jZOL14T73778 1 12/18/2012 1 12/18/2013 E EACH OCCURRENCE I I S1,OD X _ I bAMAGI= T6RNTE��� _ C 44 i ii - PREMISES {Ea oc�un'ence� 1 1 5100 000 l j MED EXP (Any one person) $ $10,000 'X ,Marine L €ab P PERSONAL & AD IN JURY i i S __„ -.... -1 ,.,.. «.....,....,nv ,v ., ..uuouue ncrnarns aWICUUIe, �r morn sp ace rs requwred7 ;ert holder is afforded additional insured coverage with regards to Marine and Vessel liability CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Monroe County Board of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton St, Room 2268 Key West FL 33040 AUTHORIZED REPRESENTATIVE G 1ytRi - LU1U AUURL) CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD G 1ytRi - LU1U AUURL) CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD PUMPOUT -01 _ MARTI �. CERTIFICATE OF LIABILITY IN _ E 119/2013 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 RE PRESENTATIVE 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 li of such en - I PRODUCER ACentria, Inc - Destin Office X4634 Gulfstarr Drive Destin, FL 32541 CONTA N AME: PHONE A 850 650 928 _E tea Ext : (850 ) 650 1950 ADDRESS; INSURERIS} AFFORDING COVERAGE NAIC N MMIpD INSURER A: Tech nology Insura Company, Inc. 42376 INSURED INSURER 8; INSURER C: Pump Out USA 1150 Hwy 83 North De Funiak Springs, FL 32433 INSURER D: 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 N AnrsuuR WVD POLICY NUMBER MMIpD MMIODlYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERALLIA8ILITY CLAIMS -MADE ❑ OCCUR PREMISES Eaaccurrenre S MED EXP {Any one person) S PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER POLICY F1 PRO - JEC T LOC PRODUCTS - COMPIOP AGG S F AUTOMOBILE LIABILITY ,! ,( r . Ea ac dent S INGLE LIMI S BODILY INJURY (Per person] $ ANY AUTO ALL OWNED SCHEDULED BODILY INJURY (Peramdenl} $ AUTOS AUTOS NON -OWNED HIREDAUTOS AUTOS / PERT E AMA PER ACCIDENT $ i UMBRELLA LIAR OCCUR EACH OCCURRENCE S AGGREGATE g EXCESS LIAR C LAIM S - MADE DEi� RETENTION 5 A WDRKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERWEMBER EXCLUDED? NIA X TWC3336203 1 1011212012 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) Ii yes, describe under E DISEASE - POLICY LIMIT S 1,00 DESCRIPTION O F OPERATIONS below _ i DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (Attach ACORD tog, Additional Remarks Schedule, €f more space Is required) I f i.CK I Ir A I t MUL.W. Ff Board of Monroe County Commissioners t100 Simonton St Room 2268 riON 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 (ID 1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD