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Item J2 J.2 County f � .�� ",�, 1 BOARD OF COUNTY COMMISSIONERS Mayor Craig Cates,District 1 Mayor Pro Tem Holly Merrill Raschein,District 5 The Florida Keys Michelle Lincoln,District 2 James K.Scholl,District 3 David Rice,District 4 County Commission Meeting December 7, 2022 Agenda Item Number: J.2 Agenda Item Summary #11487 BULK ITEM: Yes DEPARTMENT: Planning/Environmental Resources TIME APPROXIMATE: STAFF CONTACT: Brittany Burtner (305) 289-2805 n/a AGENDA ITEM WORDING: Approval of a Contract with 'On The Hook Marine Services LLC' for Mobile Pumpout Vessel Services to Vessels Anchored in the Florida Keys through June 30, 2023 Utilizing the Pricing Under FDEP's Competitively Bid Contract ES008. ITEM BACKGROUND: The Florida Department of Environmental Protection ("FDEP") selected On the Hook Marine Services LLC ("On the Hook") as the highest scored and ranked proposer in response to a competitively solicited Request of Proposals ("RFP") for Mobile Vessel Pumpout Services for Monroe County. On or about November 23, 2021, FDEP entered into a contract with On the Hook to provide Mobile Vessel Pumpout Services in Monroe County, as described in Attachment 3 ("Scope of Work") to Contract ES008. The contract between FDEP and On the Hook is in effect until June 30, 2025. On or about June 2, 2022 the Florida Legislature enacted Chapter 2022-156, Laws of Florida (the "General Appropriations Act" or "GAA"), "providing moneys for the annual period beginning July 1, 2022, and ending June 30, 2023", which was approved by the Governor. The Florida Legislature awarded $300,000 to the FDEP Mobile Vessel Pumpout Services for Monroe County pursuant to Line Item No. 1618 from the GAA for FY 22-23. The $300,000 awarded to the FDEP Mobile Vessel Pumpout Services for Monroe County ("FDEP's Monroe County Mobile Vessel Pumpout Program") will not fully fund the anticipated program costs for FY 22-23. Monroe County has budgeted Boating Improvement Funds (BIF) to fund this agreement to ensure that there is no interruption in services that are provided under the FDEP's Monroe County Mobile Vessel Pumpout Program. It is in the interest of the residents of and visitors to the County that a contract for mobile vessel pumpout services utilizing the pricing under the FDEP's competitively bid contract for substantially the same services in accordance with Monroe County Code and Monroe County Purchasing Policy Chapter 7. Exclusions C. Cooperative Purchasing be entered into with On the Hook for the provision of said services and activities from the time that the FY 22-23 Legislative allocation is exhausted until the State's new fiscal year on July 1, 2023. A contract for Mobile Vessel Pumpout Services utilizing FDEP's competitively procured Contract Packet Pg. 1301 J.2 ES008 is provided for Board approval. PREVIOUS RELEVANT BOCC ACTION: September 2022—Approval of Final Budget for Fiscal Year 2023 (Resolution 253-2022) CONTRACT/AGREEMENT CHANGES: n/a STAFF RECOMMENDATION: Approval DOCUMENTATION: Monroe County Piggybacking DEP Pumpout ES008 Contract Contract ES008 for RFP 2022006 On the Hook Marine Services LLC - executed ES008 Al Executed ES008 A2 - Executed FINANCIAL IMPACT: Effective Date: December 7, 2022_Term begins 1/1/23 Expiration Date: June 30, 2023 Total Dollar Value of Contract: up to $300,000 Total Cost to County: up to $300,000 Current Year Portion: up to $300,000 Budgeted: Yes Source of Funds: County Boater Improvement Funds (Cost Center 62613) CPI: No Indirect Costs: No Estimated Ongoing Costs Not Included in above dollar amounts: n/a Revenue Producing: No If yes, amount: Grant: N/A County Match: N/A Insurance Required: Yes, will be provided upon contract approval Additional Details: 12/07/22 157-62613 - B I FEES/RETAINED VESSEL $0.00 REVIEWED BY: Emily Schemper Completed 11/21/2022 9:10 AM Christine Limbert Completed 11/21/2022 1:50 PM Peter Morris Skipped 11/21/2022 11:59 AM Purchasing Completed 11/21/2022 1:55 PM Packet Pg. 1302 J.2 Budget and Finance Completed 11/21/2022 3:07 PM Brian Bradley Completed 11/21/2022 3:25 PM Lindsey Ballard Completed 11/21/2022 3:26 PM Board of County Commissioners Pending 12/07/2022 9:00 AM Packet Pg. 1303 J.2.a L_ 0 CONTRACT BETWEEN MONROE COUNTY, FLORIDA and ON THE HOOK MARINE SERVICES, LLC for MOBILE VESSEL PUMPOUT SERVICE 0 0. THIS AGREEMENT is made and entered into this day of E 202_between the Monroe County Board of County Commissioners (hereinafter "Board of County Commissioners", "BOCC", "Board", "Monroe County", or the "County") and On The Hook Marine Services, LLC, a Florida-registered and incorporated for-profit corporation 0 (hereinafter "Contractor" or"On the Hook"). 0 c� WHEREAS, the Florida Department of Environmental Protection (FDEP) currently operates the Mobile Vessel Pumpout Program in Monroe County; and 0 U 0 WHEREAS, FDEP selected On the Hook as the highest scored and ranked proposer E in response to their competitively solicited Request of Proposals ("RFP") for Mobile Vessel Pumpout Services for Monroe County i and entered into a contract on or about November 23, 2021 for Mobile Pumpout services, as more particularly described in Attachment 3 ("Scope of Work") to said contract by and between FDEP and On the Hook; and 4- 0 WHEREAS, the duration of the term of said contract by and between FDEP and On 0 the Hook is in effect until June 30, 2025; and CL WHEREAS, on or about June 2, 2022, the Florida Legislature enacted Chapter 2022-156, Laws of Florida (the "General Appropriations Act" or "GAA"), "providing moneys for the annual period beginning July 1, 2022, and ending June 30, 2023", which was U approved by the Governor; and 00 WHEREAS, the Florida Legislature awarded $300,000 to the FDEP Mobile Vessel Pumpout Services for Monroe County pursuant to Line Item No. 1618 from the GAA for 0 Fiscal Year (FY) 22-23; and E WHEREAS, the $300,000 awarded to the FDEP Mobile Vessel Pumpout Services for Monroe County ("FDEP's Monroe County Mobile Vessel Pumpout Program") will not fully fund the anticipated program costs for FY 22-23; and c� WHEREAS, Monroe County has Boater Improvement Funds (BIF) that can be utilize to fund this agreement to ensure that there is no interruption in services that are provided under the Mobile Vessel Pumpout Program in Monroe County; and WHEREAS, it has been determined that it is in the interest of the residents of and U visitors to the County that a contract for mobile vessel pumpout services utilizing the pricing 0 under the FDEP's competitively bid contract for substantially the same services in 0 accordance with Monroe County Code and Monroe County Purchasing Policy Chapter 7. 2 'Also known as"RFP 2022006". c� 1 of 31 Packet Pg. 1304 J.2.a L- 0 Exclusions C. Cooperative Purchasing be entered into with Contractor for the provision of U) said services and activities thereto from the time that the FY 22-23 Legislative allocation is exhausted until the State's new fiscal year on July 1, 2023; and WHEREAS, the Contractor specified herein desires to provide such service(s); and CL NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained w- herein, the parties have entered into this Agreement(hereinafter "Agreement" or"Contract") as .2 0 follows: 0 WITNESSETH c� Article 1.1.0 Representations and Warranties and Term of Contract U 0 By executing this Contract, CONTRACTOR makes the following express representations and S 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 4- CONTRACTOR'S duties hereunder have been fully satisfied. 0 0 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 0 is acceptable for reimbursement by government agencies, therefore eliminating any 00 additional cost due to missing or incorrect information. Q w 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. CL 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. 0 1.1.5 At all times and for all purposes under this Contract the CONTRACTOR is an 0 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 0 2 employees, subcontractors, servants, or agents to be employees of the COUNTY. As an independent contractor the CONTRACTOR shall provide independent,professional c� 2of31 Packet Pg. 1305 J.2.a L_ 0 judgment and comply with all federal, state, and local statutes, ordinances, rules and U) regulations applicable to the services to be provided. .2 LO a� 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 0 job related, in its recruiting, hiring,promoting, terminating, or any other area affecting E employment under this Contract or with the provision of services or goods under this 0- Contract. 2 0 1.1.7 The effective date of this Contract shall be date as written above in the first paragraph. L_ 0 c� 1.1.8 Term of Contract. This Contract shall commence on January 1, 2023 and terminate on June 30, 2023 (the state's new fiscal year upon which FDEP will have funding 0 allocated for the program), unless terminated earlier under the terms of this Contract. U 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. A detailed Scope of Services is attached as "Attachment 3-A" of Contract ES008. The 0 CONTRACTOR shall be the exclusive provider of mobile vessel pumpout services under this agreement for the County in the service area(s) specified in the attached Scope of Services and 0 CL shall also coordinate with the County and with the Florida Fish and Wildlife Conservation CL Commission ("FWC") on providing and ensuring sewage pumpout compliance within the County. 2.1 Correction of Errors, Omissions, Deficiencies. The CONTRACTOR shall, without U 00 additional compensation,promptly correct any errors, omissions, deficiencies, or conflicts in the work product of the CONTRACTOR. LO 2.2 Notice Requirement. All written correspondence to the COUNTY shall be dated and 0 signed by an authorized representative of the CONTRACTOR. Any notice required or permitted E under this Contract shall be in writing and hand delivered or mailed,postage pre-paid, to the COUNTY by certified mail, return receipt requested, to the following: W To the COUNTY: Monroe County Board of County Commissioners Marine Resources Office Attn: Senior Administrator- Marine Resources 2798 Overseas Highway, Suite 410 P Marathon, FL 33050 For the CONTRACTOR: Kimberly Stamps, Administrative Supervisor U On the Hook Marine Services LLC 0 930 Truman Avenue 475 Key West, FL 33040 c� 3 of 31 Packet Pg. 1306 J.2.a L_ 0 However, if COUNTY requests a price quotation(s) from the CONTRACTOR the request and U) response thereto may be accomplished by electronic mail ("e-mail"). Selection of the .2 CONTRACTOR by the COUNTY and the terms of the individual job may be accomplished by e-mail notification with a Task Order(D authorizing the work to be completed, and Q signed by the COUNTY prior to the commencement of the work. 0 Furthermore, a Notice of Termination may be accomplished by e-mail, but shall be immediately formalized in writing by the parry seeking to terminate and sent to the other party by certified ;2 mail, return receipt requested. 0 0 Article 3.0 Amount of Compensation and Availability of Funds. 3.1 The CONTRACTOR shall not charge any fees to anchored-out vessels for the services 0 rendered under this Agreement including, but not limited to, service fees and registration fees. In U addition, all employees including pumpout vessel operators shall not accept any private compensation (including, but not limited to,tips) in connection with, or relation to,providing this service. 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 the competitively bid rates listed in Attachment 5-A of FDEP contract 0 ES008_Al. This contract shall not exceed $300,000.00. d 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 0 of County Commissioners. 00 LO 3.2 Payment. The County shall pay the CONTRACTOR in current funds for the CONTRACTOR's performance of authorized work. Payments (as described above)will be made 0 CL monthly by the County to the CONTRACTOR. Conditions for payment are as follows: (A)At the end of each month, the CONTRACTOR shall provide an invoice acceptable to the Monroe County Clerk of Court (hereinafter the "Clerk"), along with documentation of service(s)as described in the attached incorporated Scope of Services. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules, and regulations as may govern the Clerk's disbursal of funds. (B)Consulting, lobbying,travel and lodging are specifically excluded from payment. Payment shall be made only for services provided (i.e., individual pump outs) and there are no reimbursable items. County funds — whether derived from boating improvement 0 funds/monies, or derived from state or federal funding agreements/sources — cannot be 0 used for lobbying or consulting. Construction of any putative ambiguity of this requirement shall be construed in favor of the Monroe County Board of County Commissioners. 2 E c� 4of31 Packet Pg. 1307 J.2.a L- 0 (C)CONTRACTOR's final invoice must be received within sixty (60) days after the U) termination or expiration of this contract. In addition, the CONTRACTOR shall provide monthly invoicing documentation, as described above. Invoicing shall be made within fifteen (15) calendar days of the end of each month. The 0 payments under this agreement shall not exceed $300,000.00 E 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 0 Monroe County Clerk of Court. The request must describe in detail the services performed, the L- payment amount requested, and supporting documentation. Annually, the CONTRACTOR must furnish to the County the following (prior to the payment of 0 any invoices, items LA)through 0 must be provided): U 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 a corporate entity or similar business organization, evidence of annual election of 4- officers and directors; (C,) If a corporate entity, the entity's Articles of Incorporation and Bylaws; 0 LID 0. The entity's Policies and Procedures Manual, which must include hiring policies for all staff, drug and alcohol free workplace provisions, and equal employment opportunity provisions; Cooperation with County monitoring visits that the County may request during the contract year; and 0 (F,) Other reasonable reports and information related to compliance with applicable laws, 00 contract provisions, and the scope of services that the County may request during the contract year. W 0 0. 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 the 0- County's fiscal year(October 1 - September 30)by the COUNTY's Board of County 0- Commissioners. The budgeted amount may only be modified by an affirmative act of the COUNTY's Board of County 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. The Budget shall not exceed $300,000.00 Article 4.0 Renewal. The County shall have the option to renew this Agreement based on funding availability and in the discretion of the Monroe County Board of County 0 Commissioners. 0 0 Article 5.0 Contractor's License. The CONTRACTOR shall secure, maintain and pay for any 2 permits and licenses necessary to operate pumpout vessels and associated equipment and c� 5 of 31 Packet Pg. 1308 J.2.a L_ 0 infrastructure. It is the CONTRACTOR's responsibility to maintain all permits and licenses that U) 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 0 these contract documents. Proof of such licenses and approvals shall be submitted to the County E upon request. The CONTRACTOR has, and shall maintain throughout the term of this contract, 0- a� appropriate licenses and approvals required to conduct its business, and hereby represents that it ;2 will at all times conduct its business activities in a reputable manner. 0 0 Article 6.1.0 Insurance 6.1.1 The CONTRACTOR shall obtain insurance as specified and maintain the required 0 insurance at all times that this Contract is in effect. In the event the completion of authorized U 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. 0 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. c� 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, 0 shall not extend deadlines specified in this Contract, and any penalties and failure to perform 00 assessments shall be imposed as if the work commenced on the specified date and time. w 6.1.5 The acceptance and/or approval of the CONTRACTOR'S insurance shall not be 0 CL 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 and as a Loss Payee on the CONTRACTOR's Commercial General Liability and Business Automotive Liability 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. 0 0 6.2.0 General Liability Insurance 0 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 c� 6of31 Packet Pg. 1309 J.2.a L_ 0 his/her/its own expense, insurance as specified in the attached schedules, which are made part of U) 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. 0 Upon request of County, the CONTRACTOR shall provide such evidence of insurance required E of the subcontractor. 0- a� 6.2.2 The CONTRACTOR will not be permitted to commence work governed by this Contract 0 (including pre-staging of personnel and material)until satisfactory evidence of the insurance L_ required by this Contract has been furnished to the County as specified herein, and, when requested by the County and/or where otherwise applicable, the CONTRACTOR shall provide proof of insurance for all approved subcontractors. 0 U 0 6.2.3 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of E 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 CL written by an insurer acceptable to the County and shall be in a form acceptable to the COUNTY. 0 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 0 ®0 Worker's Compensation $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease,policy limits W $100,000 Bodily Injury by Disease, each employee 0 0. Recognizing that the work governed by this Agreement involves Maritime Operations, the - CONTRACTOR's Workers' Compensation Insurance Policy shall include coverage for claims subject 0- to the Federal Jones Act(46 U.S.C.A. subsection 688) and the United States Longshoremen and Harbor Workers (USL&H) Act(33 USC Sections 901-950)with limits not less than $1 million. c� 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 0 If split limits are provided, the minimum limits acceptable 0 shall be: 2 $200,000 per person $300,000 per occurrence E c� 7of31 Packet Pg. 1310 J.2.a L_ 0 $200,000 property damage U) 2 2.1 Vehicle Liability $300,000 Combined Single Limit If split limits are provided, the minimum limits acceptable shall 0 CL be: $200,000 per person $300,000 per occurrence $200,000 property damage 0 0 Pollution Liability $1 million per Occurrence Recognizing that the work governed by this Agreement involves the storage, treatment, 0 processing, or transporting of potentially polluting material, the CONTRACTOR shall purchase U and maintain, throughout the life of the contract, Pollution Liability Insurance which will cover and 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, in connection with, and/or related to the services governed by this Agreement. 0 The minimum limits of liability shall be: d • $1 million per Occurrence If coverage is provided on a claims made basis, an extended claims reporting period of one (1) 0 year will be required. 00 en Monroe County and its Board of County Commissioners shall be named as an Additional Insured. CL Watercraft Liability $1 million Combined Single Limit(CSL) Prior to the commencement of work governed by this Agreement, the CONTRACTOR shall W 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. 0 U If the policy obtained states that coverage applies for the "Acts or Omissions of a Vessel", it 0 shall be endorsed to provide coverage for the legal liability of the ship-owner. 0 The minimum limits acceptable shall be: 2 $1 million Combined Single Limit(CSL) E c� 8of31 Packet Pg. 1311 J.2.a L- 0 U) Coverage provided by a Protection and Indemnity Club (P&I) shall be subject to the approval of the County. 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 C. with these provisions may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. as 0 The CONTRACTOR shall provide, to the COUNTY, as satisfactory evidence of the required insurance, either: 0 c� • Certificate of Insurance 0 U or c� • A certified copy of the actual insurance policy. The CONTRACTOR must provide a certified copy of the/its actual insurance policy or policies upon request by the County, notwithstanding that the CONTRACTOR may have already 0 provided a Certificate of Insurance. 0 CL 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. U 00 6.2.6 If the CONTRACTOR has been approved by the Florida Department of Labor as an authorized self-insurer, the COUNTY shall recognize and honor the CONTRACTOR'S status. W 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 0. 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. 0 U 6.2.9 The CONTRACTOR shall provide to the COUNTY certificates of insurance and/or a 0 copy of all insurance policies including those naming the COUNTY as an additional insured and 0 as a loss payee. The COUNTY reserves the right to require a certified copy of such policies upon request. E c� 9of31 Packet Pg. 1312 J.2.a L- 0 Article 7. Staffing. Since this contract is a service agreement, staffing is of paramount U) importance. CONTRACTOR shall provide services using the following standards, as a minimum requirement: The CONTRACTOR shall provide at its own expense all necessary personnel to provide 0 the services under this Agreement. The personnel shall not be employees of or have any E contractual relationship with the County. (B,)All personnel engaged in performing services under this Agreement shall be fully 0 qualified, and, if required, to be authorized or permitted under Federal, State, and local L- laws to perform such services. Article 8. Utilities. The CONTRACTOR shall be responsible for payment of any utility charges 0 associated with the mobile pumpout service. All utility accounts shall be held in the U CONTRACTOR's name. c� Article 9.0 Indemnification and Hold Harmless. 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, 0 demands, actions, costs, obligations, and attorney's fees, or liability of any kind(1) 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 0 be solely responsible and answerable for any and all accidents or injuries to persons or property 00 arising out of its performance of the Contract, including those of any subcontractors. Q w 9.2 The extent of liability is in no way limited to, reduced, or lessened by the insurance 0 CL 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 0- the CONTRACTOR, the CONTRACTOR agrees and warrants that he shall hold the COUNTY 0- harmless and shall indemnify him from all losses occurring thereby and shall further defend any claim or action on the COUNTY's behalf. c� 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 0 or CONTRACTOR, the CONTRACTOR agrees and warrants that the CONTRACTOR shall 0 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. 2 c� 10 of 31 Packet Pg. 1313 J.2.a L- 0 9.4 The CONTRACTOR agrees that no charges or claims for damages shall be made by it U) 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. 0 0. 9.5 The CONTRACTOR shall be responsible for the completeness and accuracy of its work E plan, supporting data, and other documents prepared or compiled under its obligation for this 0- project, and shall correct at its expense all significant errors or omissions therein which may be 2 ;2 disclosed. The cost of the work necessary to correct those errors attributable to the 0 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 0 requirements contained elsewhere in this Contract. U 9.7 This indemnification shall survive the expiration or early termination of the Contract. Article 10. 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 0 article below on termination for cause. C. CL 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 0 County Administrator may designate representatives to visit the facilities or offices periodically 00 to conduct random open file evaluations during the Contractor's normal business hours. Q w Article 11. Termination Without Cause. The County may terminate this Contract without cause 0 0. by providing the CONTRACTOR with written notice of termination at least thirty (30) calendar days prior to the date of termination. Compensation shall be paid to the CONTRACTOR through 0- the end of provision or services or for the thirty (30) days, whichever is shorter. If the COUNTY 0- terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract. The maximum amount due to CONTRACTOR shall not exceed the spending cap in this Agreement Article 12. Termination with Cause and Remedies.In the event of breach of any contract terms,the COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate this agreement for cause with CONTRACTOR should CONTRACTOR fail to perform the covenants herein contained at 0 the time and in the manner herein provided. In the event of such termination, prior to termination, the L) a� COUNTY shall provide CONTRACTOR with fifteen (15) calendar days' notice and provide the 0- CONTRACTOR with an opportunity to cure the breach that has occurred. If the breach is not cured, the 0 Agreement will be terminated for cause. If the COUNTY terminates this agreement with the 2 CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination,unless the cost of completion to the COUNTY exceeds the funds remaining U 11 of 31 Packet Pg. 1314 J.2.a L- 0 in the contract; however, the COUNTY reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to CONTRACTOR shall not in any event exceed the spending 2 cap in this Agreement. In addition,the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe 0 County Code. C' 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 2 Agreement. Bases for default shall include, but is/are not limited to, the occurrence of any one of 0 the following events and same is not corrected to the satisfaction of the County within fifteen (15) calendar days after the County provides the CONTRACTOR with written notice of said 0 default: L,NjFailure to provide pumpout services as described in this Agreement. U 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. Breach of any other term, condition, or requirement of this Agreement. (D,)For Contracts of any amount, if the County determines that the Contractor/Consultant has submitted a false certification under Section 287.135(5), Florida Statutes or has been 0- placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of 0 Israel, the County shall have the option of(1)terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's 0 determination of false certification was in error pursuant to Section 287.135(5)(a), Florida 0. Statutes, or(2)maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. For Contracts of $1,000,000 or more, if the County determines that the Contractor/Consultant submitted a false certification under Section 287.135(5), Florida Statutes, or if the Contractor/Consultant has been placed on the Scrutinized Companies is 00 with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, W the County shall have the option of(1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's 0 determination of false certification was in error pursuant to Section 287.135(5)(a), Florida E Statutes, or(2)maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. w Termination (Negligence). 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. Article 13. Maintenance of Records and Right to Audit. The CONTRACTOR shall comply with all public records and records retention requirements mandated by Section 24, Article I, of the Florida Constitution, and Chapter 119, Florida Statutes, and shall maintain and keep all books, documents, and records directly pertinent to performance under this Contract as are U necessary to document the performance of this Agreement/Contract and expenses as incurred and 0 in accordance with generally accepted accounting principles consistently applied. Records shall 0 be retained for a period of 10 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 § a� 200.333, whichever is greater. The COUNTY shall have the right to unilaterally cancel this E c� 12 of 31 Packet Pg. 1315 J.2.a L- 0 Contract upon violation of this provision by the CONTRACTOR. Failure of the CONTRACTOR U) to abide by the terms of this provision shall be deemed a material breach of this Contract and the .2 COUNTY may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing parry, 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. Each 0 parry to this Contract or its authorized representatives shall have reasonable and timely access to E such records of each other parry to this Contract during the term of the Contract and for four 0- 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 the CONTRACTOR pursuant to 0 this Agreement/Contract were spent for purposes not authorized by this Agreement/Contract, or were wrongfully retained by the CONTRACTOR, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Section 55.03, Florida Statutes, running from thecu date the monies were paid by the COUNTY. 0 U 0 In addition, the CONTRACTOR shall, at its expense,provide the County with an annual audit S 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, 0 equipment, or vessels at any reasonable time. d Right to Audit Availability ofRecords. The records of the parties to this Agreement relating to the Project, which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available; subcontract files (including proposals of successful and U 00 unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); backcharge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting 0. evidence deemed necessary by County or the Monroe County Office of the Clerk of Court and Comptroller(hereinafter referred to as "County Clerk")to substantiate charges related to this agreement, and all other agreements, sources of information and matters that may in County's or W the County Clerk's reasonable judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any contract document(all foregoing hereinafter referred to as "Records") shall be open to inspection and subject to audit and/or reproduction by County's representative and/or agents or the County Clerk. County or County Clerk may also conduct verifications such as, but not limited to, counting employees at the job site, witnessing the distribution of payroll, verifying payroll computations, overhead computations, observing vendor and supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmations with employees, Subcontractors, is suppliers, and contractors representatives. All records shall be kept for ten (10)years after Final 0 Completion of the Project. The County Clerk possesses the independent authority to conduct an 0 audit of Records, assets, and activities relating to this Project. If any auditor employed by the 2 Monroe County or County Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall repay E c� 13 of 31 Packet Pg. 1316 J.2.a L- 0 the monies together with interest calculated pursuant to Section 55.03, F.S., running form the U) date the monies were paid to Contractor. The right to audit provisions survives the termination of expiration of this Agreement. 0 CL Article 14. Public Access and Public Records Compliance. The CONTRACTOR must comply E with all Florida public records laws, including but not limited to Chapter 119, Florida Statutes 0- and Section 24, Article I, of the Florida Constitution. The COUNTY and the CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, records,papers, 0 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 0 violation of this provision by the CONTRACTOR. Failure of the CONTRACTOR to abide by U 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. 4- The CONTRACTOR is encouraged to consult with its advisors about Florida's public records 0 laws in order to comply with this provision. Pursuant to Section 119.0701, Florida Statutes, and 0 the terms and conditions of this contract, the CONTRACTOR is required to: CL d (1) Keep and maintain public records that would be required by the COUNTY to perform the service. 0 (2) Upon receipt from the COUNTY's custodian of records,provide the COUNTY with a U 00 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 W otherwise provided by law. 0 CL (3) Ensure that public records that are exempt or confidential and exempt from public records E 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 W 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 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 0 records upon completion of the Contract, the CONTRACTOR shall meet all applicable 0 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 0 format that is compatible with the information technology systems of the COUNTY. c� 14 of 31 Packet Pg. 1317 J.2.a L- 0 (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 .2 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. 0 If the CONTRACTOR does not comply with the COUNTY's request for records, the COUNTY 0- shall enforce the Contract's maintenance of records and/or public access and public compliance 2 provisions, notwithstanding the COUNTY's option and right to unilaterally cancel this Contract 0 upon violation of said provision(s)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 0 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 U any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE - CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS 0 RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292- 3470 BRADLEY-BRIAN(a,MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY 0 U WEST, FL 33040. 00 Article 15. 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 0. 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 W 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 16. Disclosure, Conflict of Interest, and Code of Ethics. L,Affhe CONTRACTOR represents that it, its directors,principals and employees,presently have no interest and shall acquire no interest, either direct or indirect, which would U conflict in any manner with the performance of services required by this Agreement, as 0 provided in Section 112.311, et. seq., Florida Statutes. 0 2 E c� 15 of 31 Packet Pg. 1318 J.2.a L- 0 Upon execution of this Agreement, and thereafter as changes may require, the U) CONTRACTOR shall notify the County of any financial interest it may have in any and all contracts with Monroe County. County agrees that officers and employees of the County recognize and will be required 0 to comply with the standards of conduct for public officers and employees as delineated E in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or 0- acceptance of gifts; doing business with one's agency; unauthorized compensation; 2 ;2 misuse of public position, conflicting employment or contractual relationship; and 0 disclosure or use of certain information. 0 c� Article 17. Notice Requirements. Any notice required or permitted under this Agreement shall be in writing and hand delivered or mailed,postage prepaid, to the other parry by certified mail, 0 returned receipt requested, to the following: U FOR MONROE COUNTY, FLORIDA: Monroe County Administrator and Monroe County and Monroe County Attorney 2) 1100 Simonton Street Senior Director 1111 121h St. Suite 408 4- Key West, FL 33040 Planning & Environmental Key West, FL 33041 Resources Department 0 2798 Overseas Hwy. Marathon, FL 33050 c� FOR THE CONTRACTOR: 0 Kimberly Stamps 00 tJ 930 Truman Avenue 475 Key West, FL 33040 W 0 CL Article 18. 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 0- sales tax to its suppliers for materials used to fulfill its obligations under this Agreement, nor is 0- 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 19. 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. 0 0 Article 20.1.0 Miscellaneous 0 20.1.1 Successors and Assigns. The CONTRACTOR shall not assign or subcontract its obligations under this Contract, except in writing and with the prior express written c� 16 of 31 Packet Pg. 1319 J.2.a L_ 0 approval of the COUNTY and consistent with the Contract, which approval shall be U) 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 parry hereto binds itself, its 0 successors, assigns and legal representatives to the other and to the successors, assigns E and legal representatives of such other parry. 0- a� 20.1.2 No Third-Party Beneficiaries. Nothing contained herein shall create any relationship, 0 contractual or otherwise, with or any rights in favor of, any third parry. L_ 0 c� 20.1.3 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 0 submit a bid on contracts to provide any goods or services to a public entity, may not U 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 T 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. 0 CL CL 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 0 U procurement activities. 00 Q LO 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 0 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 W 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. 20.1.5 Claims for Federal Aid. CONTRACTOR and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the 0 U purpose of this Contract. Any conditions imposed as a result of funding that effect this 0 Project/Scope of Work will be provided to each parry. 0 20.1.6 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 c� 17 of 31 Packet Pg. 1320 J.2.a L- 0 a court of competent jurisdiction that discrimination has occurred, this Agreement U) automatically terminates without any further action on the part of any parry, effective the date of the court order. CONTRACTOR and COUNTY 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 VII of the Civil Rights Act of 1964 (PL 88-352)which 0 prohibits discrimination in employment on the basis of race, color, religion, sex, and national E 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 ;2 Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on 0 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 0 Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the U 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.3601 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. 12101 Note), as may be amended 4- 0 from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code, Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, 0 religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties hereto, or the subject matter of, this Agreement. During the performance of this Agreement, the CONTRACTOR, in accordance with Equal Employment Opportunity(30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp.,p. 0 339), as amended by Executive Order 11375,Amending Executive Order 11246 Relating to 00 Equal Employment Opportunity, and implementing regulations at 41C.F.R. Part 60 (Office of Q LO Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix II,¶ C, agrees as follows: 0 0. 1) The contractor will not discriminate against any employee or applicant for 0- employment because of race, color, religion, sex, sexual orientation, gender 0- identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available 0 to employees and applicants for employment, notices to be provided setting 0 forth the provisions of this nondiscrimination clause. 0 2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive E c� 18 of 31 Packet Pg. 1321 J.2.a L- 0 consideration for employment without regard to race, color, religion, sex, U) sexual orientation, gender identity, or national origin. LO a� 3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant 0 has inquired about, discussed, or disclosed the compensation of the employee E or applicant or another employee or applicant. This provision shall not apply to 0- a� instances in which an employee who has access to the compensation ;2 information of other employees or applicants as a part of such employee's 0 essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an 0 investigation conducted by the employer, or is consistent with the contractor's U legal duty to furnish information. c� 4) The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representative of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants 0- for employment. CL 5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 0 00 6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders W of the Secretary of Labor, or pursuant thereto, and will permit access to his 0 books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, 0- regulations, and orders. 0- 7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures d: authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive 0 Order 11246 of September 24, 1965, or by rule, regulation, or order of the 0 Secretary of Labor, or as otherwise provided by law. 0 The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless c� 19 of 31 Packet Pg. 1322 J.2.a L_ 0 exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 U) of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for non-compliance;provided,however,that in the event a contractor becomes 0 involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such E direction by the administering agency, the contractor may request the United States to enter into 0- a� such litigation to protect the interests of the United States. ;2 0 20.1.7 Code of Ethics. COUNTY agrees that officers and employees of the COUNTY L_ 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; 0 unauthorized compensation; misuse of public position, conflicting employment or U contractual relationship; and disclosure or use of certain information. c� 20.1.8 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 0 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. 0 U 00 20.1.9 Employees Subject to County Ordinance Nos. 010-1990 and 020-1990. The LO 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 0 of Ordinance No. 010-1990 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 W discretion, deduct from the Contract or purchase price, or otherwise recover the full amount of any fee, commission,percentage, gift, or consideration paid to the former COUNTY officer or employee. 20.2.0 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. 0 U 0 0 REQUIREMENT TO USE E-VERIFY 0 In accordance with F.S. 448.095, the Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work c� 20 of 31 Packet Pg. 1323 J.2.a L_ 0 authorization status of all new employees hired by the Contractor during the term of the Contract U) and shall expressly require any subcontractors performing work or providing services pursuant to .2 the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does 0 not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of F.S. 448.095 20.2.1 Federal Contract Requirements. The CONTRACTOR and its subcontractors must 0 follow the provisions as set forth in Appendix 11 to Part 200, as amended, including but not L_ limited to: 20.2.2 Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, 0 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). S c� 20.2.3 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 0 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. If applicable, 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 0 U contract or subcontract must be conditioned upon the acceptance of the wage determination. The 00 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 0 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, W 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. When required by Federal program legislation, which includes emergency Management >% Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program and Transit Security Grant Program (it does not apply to other FEMA grant and cooperative agreement programs, including the Public Assistance Program), the 0 U contractors, in contracts for construction or repair work above $2,000 in situations where 0 the Davis-Bacon also applies, must also comply with the Copeland "Anti-Kickback"Act a (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, 2 "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 c� 21 of 31 Packet Pg. 1324 J.2.a L_ 0 contractor or subrecipient is prohibited from inducing, by any means, any person U) employed in the construction, completion, or repair of public work, to give up any part of .2 the compensation to which he or she is otherwise entitled. The COUNTY must report all suspected or reported violations to the Federal awarding agency. (1) Contractor. The contractor shall comply with 18 U.S.C. § 874, 40 CL U.S.C. § 3145, and the requirements of 29 C.F.R.pt. 3 as may be applicable,which are incorporated by reference into this contract. 0 (2) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as the FEMA 0 may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the 0 compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. c� (3) Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12. - Additionally, in accordance with the regulation, each contractor and subcontractor must 0 furnish each week a statement with respect to the wages paid each of its employees engaged CL in work covered by the Copeland Anti-Kickback Act and the Davis Bacon Act during the preceding weekly payroll period. The report shall be delivered by the contractor or subcontractor, within seven days after the regular payment date of the payroll period, to a representative of a Federal or State agency in charge at the site of the building or work. U Q LO 20.2.4 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 C. 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 0- 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. 0 Compliance with the Contract Work Hours and Safety Standards Act. 0 (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of 0 2 laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives 22 of 31 Packet Pg. 1325 J.2.a L_ 0 compensation at a rate not less than one and one-half times the basic rate of U) pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any as violation of the clause set forth in paragraph 29 C.F.R. § 5.5(b)(1)the contractor and any subcontractor responsible therefor shall be liable for the 0 unpaid wages. In addition, such contractor and subcontractor shall be liable to E the United States (in the case of work done under contract for the District of 0- a� Columbia or a territory, to such District or to such territory), for liquidated ;2 damages. Such liquidated damages shall be computed with respect to each 0 individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph 29 C.F.R. § 5.5 (b)(1), in the sum of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of 0 the overtime wages required by the clause set forth in paragraph29 C.F.R. § 5.5 (b)(1). U (3) Withholding for unpaid wages and liquidated damages. The Federal agency shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime 0 contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph29 C.F.R. § 5.5 (b)(2). (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph 29 C.F.R. § 5.5 (b)(1)through (4) and also a 0 clause requiring the subcontractors to include these clauses in any 00 lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses W set forth in paragraphs 29 C.F.R. § 5.5 (1)through (4). 0 0. 20.2.5 Rights to Inventions Made Under a Contract or Agreement. If the Federal award 0- meets the definition of"funding agreement"under 37 CFR §401.2 (a) and the recipient or 0- 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. 20.2.6 Clean Air Act(42 U.S.C. 7401-7671q.) and the Federal Water Pollution 0 Control Act(33 U.S.C. 1251-1387, as Amended). Contractor agrees to comply with all 0 applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended (42 U.S.C. §§7401-7671q) and the Federal Water Pollution Control Act, as 2 amended (33 U.S.C. §§1251-1387) and will report violations to FEMA/Federal Agency and the appropriate Regional Office of the Environmental Protection Agency (EPA). The E c� 23 of 31 Packet Pg. 1326 J.2.a L_ 0 Clean Air Act(42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act(33 U.S.C. 1251-1387), as amended—applies to Contracts and subgrants of amounts in excess of$150,000. The contractor agrees to include these requirements in each subcontract LO exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA/Federal agency. The contractor agrees to report each violation to the COUNTY and 0 understands and agrees that the COUNTY will, in turn, report each violation as required to E assure notification to FEMA/Federal Agency and the appropriate EPA Regional Office. a� 20.2.7 Debarment and Suspension (Executive Orders 12549 and 12689). A contract award 0 under a"covered transaction" (see 2 CFR 180.220) must not be made to parties listed on the L_ government-wide exclusions in the System for Award Management(SAM), in accordance with the OMB guidelines at 2 CFR Part 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" 0 and the Department of Homeland Security's regulations at 2 C.F.R. Part 3000 (Nonprocurement U 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. SAM exclusions can be accessed at www.sam.gov. Contractor is required to verify that none of the contractor's principals (defined at 2 C.F.R. §180.935) or its affiliates (defined at 2 C.F.R. §180.905) are excluded (defined at 2 C.F.R. §180.940) or disqualified(defined at 2 C.F.R. §180.935). the contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, and 0 must include a requirement to comply with these regulations in any lower tier covered CL transaction it enters into. This certification is a material representation of fact relied upon by the COUNTY. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the COUNTY, the Federal Government may pursue available remedies, including but not limited to suspension 0 U and/or debarment. Bidders or Proposers agree to comply with the requirements of 2 C.F.R. pt. 00 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the Q period of any contract that may arise from this offer. The Bidder or Proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 0 20.2.8 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 W 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 recipient who in turn will forward the certification(s)to the awarding agency. If award exceeds $100,000, the attached certification must be signed and submitted by the Contractor to 0 U the COUNTY. 0 0 20.2.9 Compliance with Procurement of recovered materials as set forth in 2 CFR § 2 200.323. CONTRACTOR must comply with section 6002 of the Solid Waste Disposal Act, as amended, by the Resource Conservation and Recovery Act. The requirements of Section 6002 c� 24 of 31 Packet Pg. 1327 J.2.a L_ 0 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the LO item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000;procuring solid waste management services in a manner that maximizes 0 energy and resource recovery; and establishing an affirmative procurement program for E procurement of recovered materials identified in the EPA guidelines. In the performance of this 0- a� contract, the Contractor shall make maximum use of products containing recovered materials ;2 that are EPA-designated items unless the product cannot be acquired— 0 1. Competitively within a timeframe providing for compliance with the contract performance schedule; 2. Meeting contract performance requirements; or 3. At a reasonable price. 0 Information about this requirement, along with the list of EPA-designated items, is available at U EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. 4- 0 20.2.10 Prohibition on certain telecommunications and video surveillance services or equipment as set forth in 2 CFR § 200.216. Recipients and subrecipients and their contractors 0 and subcontractors may not obligate or expend any federal funds to (1)Procure or obtain; (2) Extend or renew a contract to procure or obtain; or(3) Enter into a contract(or extend or renew a contract)to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, 0 covered telecommunications equipment is telecommunications equipment produced by Huawei 00 Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (i) For the purpose of public safety, security of government facilities,physical security W surveillance of critical infrastructure, and other national security purposes, video 0 surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology 0- Company (or any subsidiary or affiliate of such entities). 0- (ii) Telecommunications or video surveillance services provided by such entities or using such equipment. (iii) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. 0 20.2.11 Domestic preference for procurements as set forth in 2 CFR §200.322. The 0 COUNTY and CONTRACTOR should, to the great extent practicable,provide a preference for the purchase, acquisition, or use of goods,products, or materials produced in the United States 2 (including but not limited to iron, aluminum, steel, cement, and other manufactured products). a� c� 25 of 31 Packet Pg. 1328 J.2.a L_ 0 These requirements of this section must be included in all subawards including contracts and U) purchase orders for work or products under federal award. For purposes of this section: (1) "Produced in the United States"means, for iron and steel products, that allLO a� manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. 0 (2) "Manufactured products"means items and construction materials composed in whole E or in part of non-ferrous metals such as aluminum;plastics and polymer-based products 0- a� such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical ;2 fiber; and lumber. 0 0 20.3.0 Other Federal Requirements. 20.3.1 Americans with Disabilities Act of 1990 (ADA). The CONTRACTOR will comply 0 with all the requirements as imposed by the ADA, the regulations of the Federal government U issued thereunder, and the assurance by the CONTRACTOR pursuant thereto. c� 20.3.2 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 4- 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 0 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 basis of race, color, national origin or sex in the 0 U award and performance of contracts, entered pursuant to this Contract. 00 Q LO 20.3.3 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 0 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 W new employees hired by the subcontractor or subconsultant during the Contract term. 20.3.4 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 • Codified rules for administration of the EWP program are set forth in 7 CFR 624. U 0 0 20.3.5 Access to Records: Contractor/Consultant and their successors, transferees, assignees, and subcontractors acknowledge and agree to comply with applicable provisions governing the 2 Department of Homeland Security (DHS) and the Federal Emergency Management Agency's (FEMA) access to records, accounts, documents, information, facilities, and staff. c� 26 of 31 Packet Pg. 1329 J.2.a L_ 0 Contractors/Consultants must 1. cooperate with any compliance review or complaint U) investigation conducted by DHS 2. Give DHS access to and the right to examine and copy records, accounts, and other documents and sources of information related to the grant and permit access to facilities,personnel, and other individuals and information as may be necessary, as required by DHS regulations and other applicable laws or program guidance. 3. Submit 0 timely, complete, and accurate reports to the appropriate DHS officials and maintain appropriate E backup documentation to support the reports. a� 20.3.6 DHS Seal, Logo and Flags: Contractor shall not use the Department of Homeland 0 Security seal(s), logos, crests, or reproduction of flags or likeness of DHS agency officials L_ without specific FEMA approval. c� 20.3.7 Changes to Contract: The Contractor understands and agrees that any cost resulting 0 from a change or modification, change order, or constructive change of the agreement must be U within the scope of any Federal grant or cooperative agreement that may fund this Project and be reasonable for the completion of the Project. Any contract change or modification, change order or constructive change must be approved in writing by both the COUNTY and Contractor. 20.3.8 Compliance with Federal Law, Regulations, and Executive Orders. This is an - acknowledgement that FEMA financial assistance may be used to fund all or a portion of the contract. The contractor will comply will all applicable federal law, regulations, executive 0 orders, FEMA policies,procedures, and directives. 20.3.9 No Obligation by Federal Government. The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the COUNTY/non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. 0 ®0 20.3.10 Program Fraud and False or Fraudulent Statements or Related Acts. The contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims W and Statements) applies to the contractor's actions pertaining to this contract. 0 0. 20.3.11 The Contractor is bound by any terms and conditions of the Federally-Funded Subaward 0- and Grant Agreement between County and the Florida Division of Emergency Management. 0- 20.3.12 Uncontrollable Circumstance. Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c)war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in 0 the geographic area of the Project; (d) government order or law in the geographic area of the 0 Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the 2 Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, E c� 27 of 31 Packet Pg. 1330 J.2.a L_ 0 or supplier actions or contract disputes will not excuse performance by Contractor under this U) Section. Contractor shall give County written notice within 7 days of any event or circumstance .2 that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are 0 minimized and resume full performance under this Agreement. The County will not pay E additional cost as a result of an Uncontrollable Circumstance. The Contractor may only seek a no 0- a� cost Change Order for such reasonable time as the Owners Representative may determine. ;2 0 20.3.13 The CONTRACTOR shall hold the Division and COUNTY harmless against all claims L_ of whatever nature arising out of the CONTRACTOR's performance of work under this Agreement, to the extent allowed and required by law. 0 Article 21. Non-Waiver of Immunity. Notwithstanding the provisions of Section 768.28, U Florida Statutes, the participation of the CONTRACTOR and the COUNTY in this Contract and E 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 22. Privileges and Immunities. All of the privileges and immunities from liability, 0 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 0 U employees outside the territorial limits of the COUNTY. 00 Q Article 23. 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 0 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 W 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 24. 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 0 U by reason of the execution of this Contract. 0 0 Article 25. Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the 2 terms, or any of them, of this Contract to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the c� 28 of 31 Packet Pg. 1331 J.2.a L_ 0 CONTRACTOR and the COUNTY agree that neither the CONTRACTOR nor the COUNTY or U) 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. 0 Article 26. 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 ;2 contracts made and to be performed entirely in the State. In the event that any cause of action or 0 administrative proceeding is instituted for the enforcement or interpretation of this Contract, L_ COUNTY and CONTRACT agree that venue shall lie in the 161h Judicial Circuit, Monroe cu 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 0 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. c� Article 27. 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 parry relative to the enforcement or interpretation of this Contract, the prevailing parry shall be entitled 4- 0 to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing parry, and shall include attorney's fees, courts costs, investigative, and 0 out-of-pocket expenses in appellate proceedings. CL Article 28. 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 0 U to the satisfaction of the parties, then any parry shall have the right to seek such relief or remedy 00 as may be provided by this Contract or by Florida law. This provision does not negate or waive Q the preceding provisions of this Contract concerning termination or cancellation. 0 CL Article 29. Cooperation. In the event any administrative or legal proceeding is instituted against either parry relating to the formation, execution,performance, or breach of this Contract, COUNTY and CONTRACTOR agree to participate, to the extent required by the other parry, in W 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 parry to this Contract shall be required to enter into any arbitration proceedings related to this Contract. Article 30. 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 0 U provisions of this Contract, shall not be affected thereby; and each remaining term, covenant, 0 condition and provision of this Contract shall be valid and shall be enforceable to the fullest a extent permitted by law unless the enforcement of the remaining terms, covenants, conditions 2 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 c� 29 of 31 Packet Pg. 1332 J.2.a L_ 0 stricken provision with a valid provision that comes as close as possible to the intent of the U) stricken provision. LO Article 31. Authority. Each parry represents and warrants to the other that the execution, delivery and performance of this Contract have been duly authorized by all necessary County 0 and corporate action, as required by law. E 0- Article 32. 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 0 their respective legal representatives, successors, and assigns 4- c� Article 33. Attestations and Truth in Negotiation. CONTRACTOR agrees to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an 0 Ethics Statement, and a Drug-Free Workplace Statement. Signature of this Contract by U 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. 0 CL CL Article 34. 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. 0 U Article 35. Execution in Counterparts. This Contract may be executed in any number of 00 counterparts, each of which shall be regarded as an original, all of which taken together shall Q LO constitute one and the same instrument and any of the parties hereto may execute this Contract by signing any such counterpart. 0 CL In Witness Whereof, the parties have executed this contract as indicated below. c� (SEAL) KEVIN MADOK, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA 0 0 0 As Deputy Clerk Craig Cates, Mayor 2 E MONROE COUNTY ATTORNEY U 2C 'tPf'itK,IU�D 15 Cq EC7 R: � 30 of 31 CHRISTINE,H.9ih9P3Ewr.9ARROWS A SSI S'PWr COUNTY ATTORNEY DATE _1--1J_1.$122............. Packet Pg. 1333 J.2.a 1* ES S°� „r � �a On e k Marine Service s,Inc. 1 .....� 7rinName Print Name: 2. _.,� . Title: C. Print Name: E STATE E COUNTY OFw ,,,.,k .. _............... The foregoing instntment was acknowled and attested before me this � day of 0 2 2, by a who is personally o to me or produced1:11 as proof of identification and did take E an oath. .. - - ��.� , c bh ...Se ,��.... . .. > 0 " Ngtary P�jb 6o Sta¢e of Honda C GL JeSreaieae 'ffaYk Oorao eC h1V cofYkmlaslon 8011 HW 231080 EXP,2ds^gP — s. 0 0 Co tl tl US LLJ 0 C. E W aai aai aai 0 C3 s. 0 31 of31 E Packet Pg.1334 J.2.b STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION STANDARD CONTRACT CONTRACT NO. ES008 0 This Contract is entered into between the Florida Department of Environmental Protection(Department)and On the Hook Marine Services LLC,6840 Front Street,Key West,Florida 33040(Contractor),a Limited Liability Company. NOW,THEREFORE,the parties agree as follows: U 1. Scope of Work. The Contractor shall provide Mobile Vessel Pumpout Services,as described more fully in Attachment 3, Scope of Work, which was procured under DEP Solicitation No.2022006. 2. Duration. a. Term. The Contract shall begin on the date of execution and continue until June 30,2022,unless otherwise terminated. - b. Renewals.This Contract may be renewed for up to three(3)renewal years. 0 3. Contract Managers. C. C, Department's Contract Manager Contractor's Contract Manager < Name: Brenda Leonard Name: Kimberly Stamps c3 a� or successor or successor ca9 Address: 2600 Blair Stone Road,MS-235 Address: 930 Truman Avenue 475 X Tallahassee,Florida 32399-3000 Key West,Florida 33040 Phone: 850-245-2847 Phone: 850-225-6292 Email: Br rada 6 F onaEl l,(la clF s, l�lF p:C�a Email: onffiF::li 21111`5((a)&nna:nilxom U) 0 ca9 -Remainder of page intentionally left blank- 0 X c°14 c14 c14 CL 00 ca9 0 U ca9 Contract No.ES008 Packet Pg. 1335 J.2.b 4. Attachments and Exhibits. The Parties agree to comply with the terms and conditions of the following attachments and exhibits which are hereby incorporated by reference: 0 N Attachment 1: Standard Terms and Conditions for Competitively Procured Contracts 0 N Attachment 2: Special Terms and Conditions N Attachment 3: Scope of Work N Attachment 4:Public Records Requirements U N Attachment 5:Price Sheet ❑ Attachment 6: Technology Standards cis ❑ Attachment 7: Contractor's Proposal(RFPs Only) ❑ Attachment 8: Contractor's BAFO(ITNs Only) _ ElAdditional Attachments(if necessary): E 4- N Exhibit A: General Contract Conditions-PUR 1000 N Exhibit B: Subcontractor Utilization Report Form L- ❑ Exhibit C: Contractor Affidavit/Release of Claims Form C, C, ❑ Exhibit D: Quality Assurance Requirements for Contracts ., ❑ Exhibit E: Advance Payment Terms and Interest Earned Memo N Additional Exhibits(if necessary): c� Exhibit F:Pumpout Service Area Map Exhibit G: Sample Daily Pumpout Log Exhibit H: Mobile Vessel Pumpout Service Sample Registration Form O Exhibit L Service Records and Maps U) 5. Compensation. cis a. As consideration for the services rendered by Contractor under the terms of this Contract,the Department shall pay the Contractor on a fixed unit rate basis up to a maximum of$1,000,000.00 for the completion of services as specified in the Scope of Work. b. The Department shall not reimburse the Contractor for any costs incurred in the performance of this Contract. 0 0 IN WITNESS WHEREOF,this Contract shall be effective on the date indicated above or the last date signed below, whichever is later. ON THE HOOK MARINE SERVICES LLC FLORIDA DEPARTMENT OF ENVIRONMENTAL 0 PROTECTION Leslie Reed Digitally signed by Leslie Reed N By: �� - By: Date:2021.11.2313.45:28-05'00' N (Authorized Signature) Secretary or Designee c1`4 CL November 16, 2021 0 Date Signed Date Signed 00 Christopher Webster a� Print Name and Title of Person Signing Print Name and Title of Person Signing 0 FEID No.F85-2427234 U ❑ Additional signatures attached on separate page. c� Contract No. ES008 2 of 2 Rev.9/25/2020 Contract No.ES008 Packet Pg. 1336 J.2.b STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION 0 Standard Terms and Conditions for Competitively Procured Contracts 0 ATTACHMENT 1 c� 1. Entire Agreement. 0 This Contract,including any Attachments and Exhibits referred to herein and/or attached hereto,constitutes the entire U agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements,whether written or oral, with respect to such subject matter. Any terms and conditions included on Contractor's forms or c� invoices shall be null and void. 2. Contract Administration. a. Order of Precedence. If there are conflicting provisions among the documents that make up the Contract, the 0 CL order of precedence for interpretation of the Contract is as follows: ,- i. Standard Contract 0 ii. Attachments other than Attachment 1,in numerical order as designated in the Standard Contract > iii. Attachment 1, Standard Terms and Conditions CL iv. The Exhibits in the order designated in the Standard Contract C b. All approvals,written or verbal,and other written communication between the parties,including all notices,shall be obtained by or sent to the parties' Contract Managers. All written communication shall be by electronic mail, a 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 U a� receipt is acknowledged by recipient. If the notice is delivered in multiple ways, the notice will be considered delivered at the earliest delivery time. c. If a different Contract Manager is designated by either party after execution of this Contract,notice of the name and contact information of the new Contract Manager will be submitted in writing to the other party and maintained in the respective parties'records.A change of Contract Manager does not require a formal amendment 0 or change order to the Contract. d. This Contract may be amended only by a written agreement between both parties.Amendments shall be based on availability of funding.A change order may be used when there is 0 (1)a change in the subcontractor or approval of subcontractors; (2)changes in deliverables due dates that do not change the overall Contract term or increase in the deliverable price or Contract amount;or (3)changes in the price of an individual deliverable in cost reimbursement Contract when the overall Contract 0 0 amount does not change. All other changes shall be done through a formal amendment. e. There is no minimum amount of work guaranteed as a result of this Contract. Any and all work assigned will be at the sole discretion of the Florida Department of Environmental Protection("Department"). 0 f. The Department reserves the right to suspend or terminate any portion of this Contract or any other contract with W the Department,if the Department and Contractor(or any of its affiliates or authorized subcontractors)are adverse c14 in any litigation, administrative proceeding or alternative dispute resolution. The suspension may last until such Q adverse relationship is resolved either by agreement or by final non-appealable order of a court. C14 CL g. All days in this Contract are calendar days unless otherwise specified. 3. Contract Duration. a. Term. The term of the Contract shall begin and end on the dates indicated in the Standard Contract, unless 0 extended or terminated earlier in accordance with the applicable terms and conditions. 00 b. Renewals. Any renewals provided under the Contract must meet the requirements of Section 287.058(1)(g), Florida Statute(F.S.),which is incorporated herein by reference. If the Standard Contract indicates renewals are W available, the Contract may be renewed for those timeframe(s). All renewals are contingent upon satisfactory U performance by Contractor. Renewals may be for the entire period or in increments. 4. Deliverables. 0 The Contractor agrees to render the services or otherwise provide deliverables as set forth in Attachment 3, Scope of U Work and as otherwise set forth in this Contract. The services and/or deliverables shall be delivered in accordance a with the schedule and at the pricing outlined in the Contract.Deliverables may be comprised of activities that must be completed prior to the Department making payment on that deliverable. Contract No.ES008 Packet Pg. 1337 J.2.b 0 5. Performance Measures. The Contractor warrants that:(1)the services will be performed by qualified personnel; (2)the services will be of the 0 kind and quality described in the Scope of Work; (3)Any and all such equipment,products or materials necessary to i perform these services, or requirements shall be supplied by the Contractor; (4)the services will be performed in a professional and workmanlike manner in accordance with industry standards and practices; (5)the services shall not infringe upon the intellectual property rights,or any other proprietary rights,of any third party;and(6)its employees, U subcontractors, and/or subgrantees shall comply with any security and safety requirements and processes for work done at the Department or other location(s).The Department reserves the right to investigate or inspect at any time to determine whether the services or qualifications offered by the Contractor meet the Contract requirements. Notwithstanding any provisions herein to the contrary,written acceptance of aparticular deliverable does not foreclose >% Department's remedies in the event deficiencies in the deliverable cannot be readily measured at the time of delivery. 0 6. Acceptance of Deliverables. CL a. Acceptance Process. All deliverables must be received and accepted in writing by the Department's Contract 0 Manager before payment.If the Department's Contract Manager does not accept the deliverables within 30 days of receipt,they will be deemed rejected. 0- b. Rejection of Deliverables. The Department reserves the right to reject deliverables, as outlined in the Scope of CL Work,as incomplete,inadequate,or unacceptable due,in whole or in part,to the Contractor's lack of satisfactory performance under the terms of this Contract.Failure to fulfill the applicable technical requirements or complete all tasks or activities in accordance with the Scope of Work will result in rejection of the deliverable and the associated invoice. Payment for the rejected deliverable will not be issued unless the rejected deliverable is made acceptable to the Department in accordance with the Contract requirements. The Department,at its option,may allow additional time within which the Contractor may remedy the objections noted by the Department. The Contractor shall work diligently to correct all deficiencies in the deliverable that remain outstanding, within a U reasonable timeframe.The Contractor's efforts to correct the rejected deliverables will be at the Contractor's sole ®a expense. The Contractor's failure to make adequate or acceptable deliverables after a reasonable opportunity to U) a� do so shall constitute an event of default. �? 7. Financial Consequences for Nonperformance. a. Withholding Pam In addition to the specific consequences explained in the Scope of Work and/or Special Terms and Conditions, the State of Florida(State)reserves the right to withhold payment when the Contractor has failed to perform/comply with provisions of this Contract. None of the financial consequences for nonperformance in this Contract,as more fully described in the Scope of Work,shall be considered penalties. b. Corrective Action Plan. If the Contractor fails to correct all the deficiencies in a rejected deliverable within the 0 specified timeframe,the Department may, in its sole discretion,request that a proposed Corrective Action Plan 0 X (CAP)be submitted by the Contractor to the Department. The Department request that the Contractor specify the a� outstanding deficiencies in the CAP. All CAPS must be able to be implemented and performed in no more than sixty (60)calendar days. i. The Contractor shall submit a CAP within ten(10)calendar days of the date of the written request from the Department. The CAP shall be sent to the 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 proposed CAP has been accepted. If the CAP is not accepted,the Contractor c14 shall have ten (10) calendar days from receipt of the Department letter rejecting the proposal to CL submit a revised proposed CAP. Failure to obtain the Department approval of a CAP as specified above may result in the Department's termination of this Contract for cause as authorized in this 0 Contract. 00 ii. Upon the Department's notice of acceptance of a proposed CAP,the Contractor shall have ten(10) calendar days to commence implementation of the accepted plan. Acceptance of the proposed CAP w by the Department does not relieve the Contractor of any of its obligations under the Contract. In y the event the CAP fails to correct or eliminate performance deficiencies by Contractor, the Department shall retain the right to require additional or further remedial steps,or to terminate this Contract for failure to perform. No actions approved by the Department or steps taken by the t3 Contractor shall preclude the Department from subsequently asserting any deficiencies in performance. The Contractor shall continue to implement the CAP until all deficiencies are corrected. Reports on the progress of the CAP will be made to the Department as requested by the E Department's Contract Manager. Contract No.ES008 Packet Pg. 1338 J.2.b iii. Failure to respond to a Department request for a CAP or failure to correct a deficiency in the performance of the Contract as specified by the Department may result in termination of the 0 Contract. 8. Payment. 0 a. Payment Process.Subject to the terms and conditions established by the Contract,the pricing per deliverable,and y the billing procedures established by the Department,the Department agrees to pay the Contractor for services rendered in accordance with Section 215.422, F.S. Contractor shall submit invoices to the Department within thirty (30) days after the date of the Department's written acceptance of each interim deliverable or the final U deliverable specified in the Scope of Work. Invoices and the appropriate documentation shall be submitted via email to the Department's Contract Manager. Contractor's failure to submit invoices within this timeframe may result in forfeiture of retainage suspension or termination of remaining work,or the Contractor's forfeiture of any unpaid balance for such deliverables. b. Vendor Rights. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for Contractors who may be experiencing Problems in CL obtaining timely payment(s)from state agencies. The vendor Ombudsman may be reached at(850)413-5516. 0 c. Taxes. The Department is exempted from payment of State sales and use taxes and Federal excise taxes. The Contractor,however,shall not be exempted from paying any taxes that it is subject to,including State sales and 0 use taxes, or for payment by the Contractor to suppliers for taxes on materials used to fulfill its contractual CL obligations with the Department. The Contractor shall not use the Department's exemption number in securing such materials.The Contractor shall be responsible and liable for the payment of all its FICA/Social Security and ., other taxes resulting from this Contract. d. Invoice Detail. All charges for services rendered or for reimbursement of expenses authorized by the Department pursuant to the Scope of Work shall be submitted to the Department in sufficient detail for a proper pre-audit and post-audit to be performed.The Contractor shall only invoice the Department for deliverables that are completed in accordance with the Scope of Work. U e. Multiple Payment Request.Contractor's submitted invoice shall represent a full account of the work done during each invoice period, and include all fees and costs claimed for work done during that period. Department's U) a� payment of an invoice shall constitute full payment and a final settlement of all of Contractor's claims for services provided during the invoice period. No subsequently asserted claims or invoices for services performed during a previously invoiced period will be payable by the Department. f. Interim Payments. Interim payments may be made by the Department, at its discretion, if the completion of deliverables to date have first been accepted in writing by the Department's Contract Manager. g. Final Payment Request. A final payment request should be submitted to the Department no later than sixty (60) calendar days following the completion date of the Contract to ensure the availability of funds for payment. However,all work performed pursuant to the Scope of Work must be performed on or before the completion date 0 X of the Contract. h. Annual Appropriation Contingency. The State's performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Legislature. Authorization for continuation and completion of 0 work and any associated payments may be rescinded,with proper notice, at the discretion of the Department if the Legislature reduces or eliminates appropriations. i. Interest Rates.All interest rates charged under the Contract shall be calculated on the prevailing rate used by the � State Board of Administration. Interest payments of less than$1 will not be issued unless Contractor requests � such payment. To obtain the applicable interest rate, please refer to: 0- U_ http://www.myfloridacfo.corn/Divisioli/AANendors/def,lult.htm. j. Limitation on Pam Contractor shall not be compensated for services performed prior to execution of this 0 Contract,for services performed following its expiration,termination,or suspension,nor for services that exceed 00 the funding amount specified herein or in any amendment to this Contract. It is the Contractor's responsibility to know when the authorized compensation amount of the Contract will be reached. Contractor shall not perform, W nor be compensated for,any services beyond the services described in the Scope of Work. y 9. Documentation Required for Cost Reimbursement Contracts. If Cost Reimbursement is authorized in the Standard Contract,the following conditions apply.To be eligible for reimbursement,costs and supporting documentation must be in compliance with laws,rules,and regulations U governing agreements for services,including,but not limited to,the Reference Guide for State Expenditures,which can be accessed at the following web address: https://www.jnyfloridacfo.com/Divisiorn/AA/Manuals/documents/ReferenceGuideforStateExpenditures d£ E c� Contract No.ES008 Packet Pg. 1339 J.2.b Invoices for cost reimbursement shall be supported by an itemized listing of expenditures by category (salary,travel expenses,etc.). Supporting documentation must indicate that the item was paid and indicate the date of service. 0 10. Preferred Pricing Clause. If this Contract incorporates the PUR 1000, section 4.(b), and it is applicable, or other preferred pricing clause,the c� Contractor must submit an affidavit, at least annually, attesting that Contract is in compliance with the preferred- pricing clause. 11. Retainage. U The following provisions apply if the Department withholds retainage under this Contract: a. The Department reserves the right to establish the amount and application of retainage on the work performed under this Contract up to the maximum percentage described in Attachment 2, Special Terms and Conditions. Retainage may be withheld from each payment to Contractor, pending satisfactory completion of work and approval of all deliverables. b. The Department reserves the right to withhold payment of retainage for Contractor's failure to respond to or E correct identified deficiencies within the timeframe stipulated in the Scope of Work.The Department shall provide 0 written notification to Contractor of identified deficiencies and the Department's intent to withhold retainage. ra Contractor's failure to rectify the identified deficiency within the timeframe stated in the Department's notice will 0 result in forfeiture of retainage by Contractor. CL c. If Contractor fails to perform the requested work,or fails to perform the work in a satisfactory manner,Contractor < shall forfeit its right to payment for the work and the retainage called for under the entire Scope of Work. 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 incomplete work while this Contract is suspended. e. Except as otherwise provided above, Contractor shall be paid the retainage associated with the work,provided Contractor has completed the work and submits an invoice for retainage held in accordance with the invoicing U procedures under this Contract. ®a 12. Insurance. U) a. Proof of Insurance. Upon execution of this Contract,the Contractor shall provide the Department documentation demonstrating the existence and amount for each type of applicable insurance coverage prior to performance of a� any work under this Contract. Upon receipt of written request from the Department,the Contractor shall furnish the Department with proof of applicable insurance coverage by standard form certificates of insurance, a self- insured authorization,or other certification of self-insurance. b. 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 0 Contractor providing such insurance. 0 c. Duty to Maintain Coverage. In the event that any applicable coverage is cancelled by the insurer for any reason, or if Contractor cannot get adequate coverage,the Contractor shall immediately notify the Department of such cancellation and shall obtain adequate replacement coverage conforming to the requirements herein and provide proof of such replacement coverage within ten(10)days after the cancellation of coverage. c� d. 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. Any subcontracts made under or in performance of this Contract must include the same c14 conditions specified in this Contract, and shall include a release of any rights, claims or liabilities against the CL Department. The level of insurance to be carried by subcontractors performing work under this Contract shall be at the discretion of Contractor. 0 13. Termination. 00 a. Termination for Convenience. When it is in the State's best interest,the Department may, in its sole discretion, terminate the Contract in whole or in part by giving thirty (30) days written notice to the Contractor. The W Department shall notify the Contractor of the termination for convenience with instructions as to the effective y date of termination or the specific stage of work at which the Contract is to be terminated. The Contractor must submit all invoices for work to be paid under this Contract within thirty (30) days of the effective date of termination. The Department shall not pay any invoices received after thirty (30) days of the effective date of U termination. b. Termination for Cause. The Department may terminate this Contract if any of the events of default described in the Events of Default provision below occur or in the event that the Contractor fails to fulfill any of its other E obligations under this Contract. If, after termination, it is determined that the Contractor was not in default, or Contract No.ES008 Packet Pg. 1340 J.2.b that the default was excusable,the rights and obligations of the parties shall be the same as if the termination had 2 been issued for the convenience of the Department.The rights and remedies of the Department in this clause are 0 in addition to any other rights and remedies provided by law or under this Contract. c. Contractor Obligations upon Notice of Termination. After receipt of a notice of termination or partial termination, 0 unless otherwise directed by the Department, the Contractor shall not furnish any service or deliverable on the y date, and to the extent specified, in the notice. However,the Contractor shall continue work on any portion of the Contract not terminated. If the Contract is terminated before performance is completed,the Contractor shall be paid only for that work satisfactorily performed for which costs can be substantiated. The Contractor shall not U be entitled to recover any cancellation charges or lost profits. 0 d. Continuation of Prepaid Services.If the Department has paid for any services prior to the expiration,cancellation, or termination of the Contract,the Contractor shall continue to provide the Department with those services for which it has already been paid or, at Department's discretion, Contractor shall provide a refund for services that >% have been paid for but not rendered. 0 e. Transition of Services Upon Termination,Expiration,or Cancellation of the Contract. If services provided under CL the Contract are being transitioned to another provider(s),the Contractor shall assist in the smooth transition of 0 Contract services to the subsequent provider(s). This requirement is at a minimum an affirmative obligation to ra cooperate with the new provider(s),however additional requirements may be outlined in the Scope of Work. The 0 Contractor shall not perform any services after Contract expiration or termination,except as necessary to complete CL the transition or continued portion of the Contract,if any. 14. Step-in Rights. 'a If the Contractor is in material breach of its obligation to perform any of the services under the Contract and fails to remedy such breach within ten(10)days after written notice of the breach from the Department,the Department, at its sole discretion, shall have the right to"step-in"(i.e.perform the work itself)or hire another contractor to perform these services. Contractor shall be liable to the Department for any fees or expenses that the Department may incur 0 in exercising its step-in rights or securing a substitute provider to assume completion of those services. U 15. Notice of Default. ®a If the Contractor defaults in the performance of any covenant or obligation contained in the Contract,including, any U) a� of the events of default, the Department shall provide notice to the Contractor and an opportunity to cure that is reasonable under the circumstances. This notice shall state the nature of the failure to perform and provide a time a� certain for correcting the failure. The notice will also provide that, should the Contractor fail to perform within the time provided,the Contractor will be found in default,and the Department may terminate the Contract effective as of 0 the date of receipt of the default notice. 16. Events of Default Subject to the Notice of Default Provision. Provided such failure is not the fault of the Department or outside the reasonable control of the Contractor, the following non-exclusive list of events,acts,or omissions,shall constitute events of default. 0 M a. The commitment of any material breach of this Contract by the Contractor,including failure to timely deliver a a� material deliverable,failure to perform the minimal level of services required for a deliverable,discontinuance of the performance of the work, failure to resume work that has been discontinued within a reasonable time after notice to do so,or abandonment of the Contract; c� b. Failure to maintain adequate progress,thus endangering the performance of the Contract; c. Failure to honor any term of the Contract; � d. Failure to abide by any statutory, regulatory, or licensing requirement, including an entry of an order revoking c14 the certificate of authority granted to the Contractor by a state or other licensing authority; CL e. Failure to pay any and all entities,individuals, and furnishing labor or materials, or failure to make payment to any other entities as required by this Contract; 0 f. Failure to comply with a preferred-pricing clause required by this Contract,if any,at the Department's discretion; 00 g. Failure to maintain the insurance required by this Contract; h. One or more of the following circumstances, uncorrected for more than 30 calendar days unless, within the w specified 30-day period, the Contractor (including its receiver or trustee in bankruptcy) provides to the i Department adequate assurances, reasonably acceptable to the Department, of its continuing ability and willingness to fulfill its obligations under the Contract: i. Entry of an order for relief under Title 11 of the United States Code; t) ii. The making by the Contractor of a general assignment for the benefit of creditors; iii. The appointment of a general receiver or trustee in bankruptcy of the Contractor's business or property; and/or E c� Contract No.ES008 Packet Pg. 1341 J.2.b iv. An action by the Contractor under any state insolvency or similar law for the purpose of its bankruptcy,reorganization,or liquidation. 0 i. Events of Default that Result in Immediate Termination. a. The commitment of any material misrepresentation or omission in any materials,or discovery by the Department 0 of such,made by the Contractor in this Contract or in its response to the solicitation; i b. Employment of an unauthorized alien in the performance of the work, in violation of Section 274 (A) of the Immigration and Nationality Act; and c. Department's good faith belief that failure to comply with the Employment Eligibility Verification requirements U of this Contract has occurred. 0 17. Indemnification. a. The Contractor shall be fully liable for the actions of its agents,employees,partners,or subcontractors and shall fully indemnify, defend, and hold harmless the Department and its officers, agents, and employees, from suits, >% actions,damages,and costs of every name and description arising from or relating to: 0 i. personal injury and damage to real or personal tangible property alleged to be caused in whole or in CL part by Contractor, its agents, employees,partners, or subcontractors; provided,however,that the 0 Contractor shall not indemnify for that portion of any loss or damages proximately caused by the ra negligent act or omission of the Department; 0 ii. the Contractor's breach of this Contract or the negligent acts or omissions of the Contractor. CL b. The Contractor's obligations under the preceding paragraph with respect to any legal action are contingent upon < the Department giving the Contractor(1)written notice of any action or threatened action; (2)the opportunity to take over and settle or defend any such action at Contractor's sole expense; and(3) assistance in defending the action at Contractor's sole expense. c. Notwithstanding sections a. and b. above, the following is the sole indemnification provision that applies to 0 Contractors that are governmental entities: Each party hereto agrees that it shall be solely responsible for the negligent or wrongful acts of its employees and agents. However, nothing contained herein shall constitute a U waiver by either party of its sovereign immunity or the provisions of Section 768.28,F.S.Further,nothing herein shall be construed as consent by a state agency or subdivision of the State to be sued by third parties in any matter U) arising out of any contract or this Contract. d. No provision in this Contract shall require the Department to hold harmless or indemnify the Contractor,insure or assume liability for the Contractor's negligence,waive the Department's sovereign immunity under the laws of Florida,or otherwise impose liability on the Department for which it would not otherwise be responsible. Any provision,implication or suggestion to the contrary is null and void. 18. Limitation of Liability. The Department's liability for any claim arising from this Contract is limited to compensatory damages in an amount 0 no greater than the sum of the unpaid balance of compensation due for goods or services rendered pursuant to and in 0 M compliance with the terms of the Contract. Such liability is further limited to a cap of$100,000. Unless otherwise specifically enumerated in the Contract,purchase order,or task order,Department shall not be liable to another for special,indirect,punitive,or consequential damages,including lost data or records(unless the contract 0 or purchase order requires the Contractor to back-up data or records), even if the party has been advised that such damages are possible. Department shall not be liable for lost profits, lost revenue, or lost institutional operating savings. The Department may,in addition to other remedies available to them at law or equity and upon notice to the Contractor,retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, c14 penalties,costs and the like asserted by or against them. The Department may set off any liability or other obligation 0- U_ of the Contractor or its affiliates to the Department against any payments due the Contractor under any contract with the State. 0 19. Remedies. 00 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 between the parties or otherwise. Department shall be entitled to injunctive and other equitable relief, including,but not limited y to, specific performance,to prevent a breach,continued breach or threatened breach of this Contract. No remedy or election hereunder shall be deemed exclusive. A failure to exercise or a delay in exercising, on the part of the Department,any right,remedy,power or privilege hereunder shall not operate as a waiver thereof,nor shall any single U 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. The Department may, in addition to other remedies available to it at law or in equity and upon notice to the Contractor,retain such monies from amounts due Contractor E c� Contract No.ES008 Packet Pg. 1342 J.2.b as may be necessary to satisfy any claim for damages,penalties,costs and the like asserted by or against it.Nothing in this Contract shall be construed to make the Contractor liable for force majeure events. 0 20. Ownership of Documents. All plans, specifications,maps, computer files,databases and/or reports prepared or obtained under this Contract, as 0 well as data collected together with summaries and charts derived therefrom, shall become the property of the y Department upon completion or 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 Contract. Upon delivery to the Department of said document(s), the Department C3 shall become the custodian thereof in accordance with Chapter 119,F.S. Contractor shall not copyright any material and products or patent any invention developed under this Contract. 21. Statutory Notices Relating to Unauthorized Employment and Subcontracts. a. The Department shall consider the employment by any Contractor of unauthorized aliens a violation of Section >% 274A(e) of the Immigration and Nationality Act. If the Contractor/subcontractor knowingly employs 0 unauthorized aliens,such violation shall be cause for unilateral cancellation of this Contract.The Contractor shall CL be responsible for including this provision in all subcontracts with private organizations issued as a result of this 0 Contract. b. Pursuant to Sections 287.133 and 287.134, F.S., the following restrictions apply to persons placed on the 0 convicted vendor list or the discriminatory vendor list: CL i. Convicted Vendors. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid,proposal,or reply on a contract to provide any goods or services to a public entity; may not submit a bid,proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids,proposals,or replies on leases of real property to apublic 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 L) provided in Section 287.017,F.S.,for CATEGORY TWO for a period of 36 months following the ®a date of being placed on the convicted vendor list. U) a� ii. Discriminatory Vendors. An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a a� public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work;may not submit bids,proposals,or replies on leases of real property to a 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. 0 iii. Antitrust Violator Vendors. A person or an affiliate who has been placed on the antitrust violator 0 X vendor list following a conviction or being held civilly liable for an antitrust violation may not a� submit a bid,proposal,or reply on any contract to provide any good or services to a public entity; may not submit a bid,proposal,or reply on any contract with a public entity for the construction or repair of a public building or public work;may not submit a bid,proposal,or reply on leases of real property to a public entity; may not be awarded or perform work as a Contractor, supplier, subcontractor,or consultant under a contract with a public entity;and may not transact new business with a public entity. c14 iv. Notification. The Contractor shall notify the Department if it or any of its suppliers,subcontractors, CL U- or consultants have been placed on the convicted vendor list,the discriminatory vendor list,or the antitrust violator vendor list during the life of the Contract.The Florida Department of Management Services is responsible for maintaining the discriminatory vendor list and the antitrust violator 00 vendor list and posts the list on its website. Questions regarding the discriminatory vendor list or Q antitrust violator vendor list may be directed to the Florida Department of Management Services, w Office of Supplier Diversity,at(850)487-0915. y 22. Employee Eligibility. Effective January 1,2021,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 Section t3 448.095, F.S. 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 E-Verify system to verify employment eligibility of all employees used by the subcontractor for the performance of the Work. The subcontractor must provide the Contractor with an affidavit stating that the subcontractor does not employ, Contract No.ES008 Packet Pg. 1343 J.2.b contract with, or subcontract with an unauthorized alien. The Contractor shall maintain a copy of such affidavit for 2 the duration of the Contract. If the Department has a good faith belief that a subcontractor knowingly violated 0 §448.095(1), F.S. and notifies the Contractor of such, but the Contractor otherwise complied with this statute, the 2 Contractor shall immediately terminate the contract with the subcontractor. 0 23. Compliance with Federal,State and Local Laws. c� a. The Contractor and all its agents shall comply with all federal, state and local regulations, including, but not limited to, nondiscrimination, wages, social security, workers' compensation, licenses, and registration requirements. The Contractor shall include this provision in all subcontracts issued as a result of this Contract. U b. 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. c. This Contract shall be governed by and construed in accordance with the laws of the State. d. Any dispute concerning performance of the Contract shall be processed as described herein. Jurisdiction for any damages arising under the terms of the Contract will be in the courts, and venue will be in a court of competent jurisdiction,in Leon County,Florida. Except as otherwise provided by law,the parties agree to be responsible 0 for their own attorney fees incurred in connection with disputes arising under the terms of this Contract. 24. Scrutinized Companies. 0 a. Contractor certifies that it and its subcontractors are not on the Scrutinized Companies that Boycott Israel List. Pursuant to Section 287.135, F.S.,the Department may immediately terminate this Contract at its sole option if < the Contractor or its subcontractors are found to have submitted a false certification; or if the Contractor,or its subcontractors are placed on the Scrutinized Companies that Boycott Israel List or is engaged in the boycott of Israel during the term of the Contract. b. If this Contract is for more than one million dollars,the Contractor certifies that it and its subcontractors are also x not on the Scrutinized Companies with Activities in Sudan, Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged with business operations in Cuba or Syria as identified in Section U 287.135, F.S. Pursuant to Section 287.135,F.S.,the Department may immediately terminate this Contract at its ®a sole option if the Contractor,its affiliates,or its subcontractors are found to have submitted a false certification; U) a� or if the Contractor,its affiliates,or its subcontractors are placed on the Scrutinized Companies that Boycott the Scrutinized Companies with Activities in Sudan List, or Scrutinized Companies with Activities in the Iran a� Petroleum Energy Sector List, or engaged with business operations in Cuba or Syria during the term of the Contract. c. As provided in Subsection 287.135(8),F.S.,if federal law ceases to authorize these contracting prohibitions then they shall become inoperative. 25. Lobbying and Integrity. 0 The Contractor agrees that no funds received by it under this Contract will be expended for the purpose of lobbying 0 M the Legislature or a State agency pursuant to Section 216.347,F.S.,except that pursuant to the requirements of Section 287.058(6),F.S.,during the term of any executed agreement between the Contractor and the State,the Contractor may lobby the executive or legislative branch concerning the scope of services, performance, term, or compensation 0 regarding that agreement.The Contractor shall comply with Sections 11.062 and 216.347,F.S. W 26. Record Keeping. The 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. The c14 Department,the State,or their authorized representatives shall have access to such records for audit purposes during 0- U- the term of this Contract and for five (5)years following the completion date or termination of the Contract. In the event that any work is subcontracted,the Contractor shall similarly require each subcontractor to maintain and allow 0 access to such records for audit purposes. Upon request of the Department's Inspector General,or other authorized 00 State official, the Contractor shall provide any type of information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but shall not be limited to, the Contractor's W business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The y Contractor shall retain such records for the longer of: (1)three years after the expiration of the Contract; or(2)the period required by the General Records Schedules maintained by the Florida Department of State (available at: http://dos.rnyflorida.corn/library-archives/records-rnarna°erWent/general-records-schedules. U 27. Audits. a. Inspector General. This Contract is subject to a post performance audit by the Department's or State's Inspector General.The Contractor understands its duty,pursuant to Section 20.055(5),F.S.,to cooperate with the Inspector E General in any investigation, audit, inspection, review, or hearing regarding the Contract. The Contractor will Contract No.ES008 Packet Pg. 1344 J.2.b comply with this duty and ensure that its Subcontracts issued under this Contract,if any,impose this requirement, in writing,on its sub-Contractors. 0 b. Physical Access and Inspection. Department personnel shall be given access to and may observe and inspect work being performed under this Contract,with reasonable notice and during normal business hours, including by any of the following methods: y i. Contractor shall provide access to any location or facility on which Contractor is performing work, or storing or staging equipment,materials or documents; ii. Contractor shall permit inspection of any facility, equipment, practices, or operations required in U performance of any work pursuant to this Contract; and, iii. 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 pursuant to this Contract. c. Proof of Transactions. In addition to documentation provided to support cost reimbursement as described herein, the Department may periodically request additional proof of a transaction to evaluate the appropriateness of costs CL to the Contract pursuant to State and Federal guidelines (including cost allocation guidelines). The Department 0 may also request a cost allocation plan in support of Contractor's multipliers (overhead, indirect, general ra administrative costs, and fringe benefits). The Contractor must provide the additional proof within thirty (30) 0 calendar days of such request. CL 28. Conflict of Interest. The Contractor covenants that it presently has no interest and shall not acquire any interest which would conflict in any manner or degree with the performance of services required. 29. Independent Contractor. U The Contractor is an independent contractor and is not an employee or agent of the Department. 0 30. Subcontracting. a. Unless otherwise specified in the Special Terms and Conditions, all services contracted for are to be performed L) solely by the Contractor and may not be subcontracted or assigned without the prior written consent of the ®a Department. U) b. The Department may, for cause,require the replacement of any Contractor's employee, subcontractor,or agent. Shall cause, includes technical or training qualifications, quality of work, change in security clearance, or non- compliance with an applicable Department policy or other requirement. c. The Department may, for cause, deny access to the Department's secure information or any facility by any Contractor employee,subcontractor,or agent. d. The Department's actions under paragraphs b. or c. shall not relieve the Contractor of its obligation to perform all work in compliance with the Contract.The Contractor shall be responsible for the payment of all monies due 0 under any subcontract. The Department shall not be liable to any subcontractor for any expenses or liabilities 0 M incurred under any subcontract and the Contractor shall be solely liable to the subcontractor for all expenses and a� liabilities incurred under any subcontract. e. The Department supports diversity in its procurement program and requests that all subcontracting opportunities afforded by this Contract embrace diversity enthusiastically. The award of subcontracts should reflect the full W diversity of the citizens of the State. A list of minority-owned firms that could be offered subcontracting Q opportunities may be obtained by contacting the Office of Supplier Diversity at(850)487-0915. � f. The Contractor shall not be liable for any excess costs for a failure to perform,if the failure to perform is caused c14 by the default of a subcontractor at any tier, and if the cause of the default is completely beyond the control of CL U_ both the Contractor and the subcontractor(s), and without the fault or negligence of either, unless the subcontracted products or services were obtainable from other sources in sufficient time for the Contractor to 0 meet the required delivery schedule. 00 31. Improvements to Real Property. If any state funds are provided under this Contract for the purchase of or improvements to real property,the Contractor shall grant to the state a security interest in the property equal to the amount of state funds provided for at least five i (5)years from the date of purchase or the completion of the improvements,unless otherwise provided by law. 32. Guarantee of Parent Company. In the event the Contractor is sold during the period the Contract is in effect,the Contractor agrees that it will be a t) requirement of sale that the new parent company guarantee all of the obligations of the Contractor. 33. Headings. The headings contained herein are for convenience only, do not constitute a part of this Contract and shall not be E deemed to limit or affect any of the provisions hereof. Contract No.ES008 Packet Pg. 1345 J.2.b 34. Interpretation of Contract. 2 a. Where appropriate:the singular includes the plural and vice versa;references to statutes or regulations include all 0 statutory or regulatory provisions consolidating,amending or replacing the statute or regulation referred to;unless 2 otherwise indicated references to Rules are to the adopted rules in the Florida Administrative Code; the words ,0 "including," "includes" and "include" shall be deemed to be followed by the words "without limitation"; unless i otherwise indicated references to sections, appendices or schedules are to this Contract;words such as "herein," "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 U meanings,are used in accordance with such recognized meanings;references to Persons include their respective 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 0 the terms. Accordingly, if an ambiguity in(or dispute regarding the interpretation of)this Contract shall arise, CL the Contract shall not be interpreted or construed against the Department,and,instead,other rules of interpretation 0 and construction shall be used. If the Contract is competitively procured, the Contractor further acknowledges ra and agrees that it had the opportunity and obligation,prior to submission of its Response,to review the terms and 0 conditions of this Contract and to bring to the attention of the Department any conflicts or ambiguities contained CL therein. 35. 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 Contract,if applicable,and to include changes required by Florida law or Administrative Code rule changes. 0 0 36. Survival The respective obligations of the parties,which by their nature would continue beyond the termination or expiration U of this Contract, including without limitation, the obligations regarding confidentiality, proprietary interests, and ®a public records,shall survive termination,cancellation,or expiration of this Contract. U) 0 37. Third Parties. �? The Department shall not be deemed to assume any liability for the acts,failures to act or negligence of the Contractor, a� its agents, servants, and employees. The Contractor shall not disclaim its own negligence to the Department or any third party. This Contract does not and is not intended to confer any rights or remedies upon any person other than the parties. If the Department consents to a subcontract, the Contractor will specifically disclose that this Contract does not create any third-party rights.Further,no third parties shall rely upon any of the rights and obligations created under this Contract. ldc 38. MFMP Transaction Fee 0 X a. The State through the Department of Management Services (DMS), has instituted MyF loridaMarketP lace 0 (MFMP), a statewide e-procurement system. Pursuant to Section 287.057(22)(c), F.S., all payments shall be assessed a Transaction Fee which the Contractor shall pay the State unless exempt pursuant to Rule 60A-1.031, 0 Florida Administrative Code(F.A.C.). c� b. For payments within the State accounting system (FLAIR or its successor), the Transaction Fee shall, when possible,be automatically deducted from payments to the Contractor. If automatic deduction is not possible,the CN Contractor shall pay the Transaction Fee pursuant to Rule 60A-1.031,F.A.C. By submission of these reports and c14 corresponding payments,the Contractor certifies their correctness. All such reports and payments shall be subject 0- U_ to audit by the State or its designee. c. Contractor shall receive a credit for any Transaction Fee paid by the Contractor for the purchase of any item(s)if 0 such item(s)is/are returned to the Contractor through no fault,act,or omission of the Contractor. Notwithstanding 00 the foregoing, a Transaction Fee is non-refundable when an item is rejected, returned, or declined, due to the Contractor's failure to perform or comply with specifications or requirements of this Contract. W d. Failure to comply with these requirements shall constitute grounds for declaring the Contractor in default and i recovering re-procurement costs from the Contractor in addition to all outstanding fees. CONTRACTORS THAT ARE DELINQUENT IN PAYING TRANSACTION FEES MAY BE EXCLUDED FROM CONDUCTING FUTURE BUSINESS WITH THE STATE. U 39. Compensation Report. If this Contract is a sole-source,public-private agreement or if the Contractor,through this agreement with the State, annually receive 50%or more of their budget from the State or from a combination of State and Federal funds,the E Contractor shall provide an annual report,including the most recent IRS Form 990,detailing the total compensation Contract No.ES008 Packet Pg. 1346 J.2.b for the entities'executive leadership teams.Total compensation shall include salary,bonuses,cashed-in leave,cash equivalents,severance pay,retirement benefits,deferred compensation,real-property gifts,and any other payout. 0 The Contractor must also inform the Department of any changes in total executive compensation between the annual reports.All compensation reports must indicate what percent of compensation comes directly from the State or 0 Federal allocations to the Contractor. i 40. Execution in Counterparts. This Contract, any amendments, and/or change orders related to the Contract,may be executed in counterparts, each 0 of which shall be an original and all of which shall constitute the same instrument. In accordance with the Electronic U Signature Act of 1996,electronic signatures,including facsimile transmissions,may be used and shall have the same force and effect as a written signature. c� 41. Warranty of Authority to Sign. Each person signing this Contract warrants that he or she is duly authorized to do so and to bind the respective party to the Contract. P CL 4- 0 0 CL CL c� X U U) 0 2 0 0 C14 cN cN CL 00 c� 0 U c� Contract No.ES008 Packet Pg. 1347 J.2.b STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION 0 Special Terms and Conditions 0 ATTACHMENT 2 c� These Special Terms and Conditions shall be read together with general terms outlined in the Standard Terms and 0 Conditions,Attachment 1.Where in conflict,these more specific terms shall apply. U 0 1. Insurance. Required Coverage. At all times during the Contract the Contractor,at its sole expense,shall maintain insurance coverage of such types and with such terms and limits described below. The limits of coverage under each policy maintained by the 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. CL Additional insurance requirements for this Contract may be required elsewhere in this Contract,however the 0 minimum insurance requirements applicable to this Contract are: > a. Commercial General Liability Insurance. 0 The Contractor shall provide adequate commercial general liability insurance coverage and hold such 0. liability insurance at all times during the Contract. The Department,its employees,and officers shall be named as an additional insured on any general liability policies. The minimum limits shall be $250,000 for each occurrence and$500,000 policy aggregate. b. Commercial Automobile Insurance. If the Contractor's duties include the use of a commercial vehicle,the Contractor shall maintain automobile X liability,bodily injury,and property damage coverage. Insuring clauses for both bodily injury and property damage shall provide coverage on an occurrence basis. The Department,its employees,and officers shall U be named as an additional insured on any automobile insurance policy. The minimum limits shall be as follows: a $200,000/300,000 Automobile Liability for Company-Owned Vehicles,if applicable $200,000/300,000 Hired and Non-owned Automobile Liability Coverage c. Workers' Compensation and Employer's Liability Coverage. The Contractor shall provide workers' compensation,in accordance with Chapter 440,F.S.,and employer's liability insurance with minimum limits of$100,000 per accident,$100,000 per person,and$500,000 policy aggregate. Such policies shall cover all employees engaged in any work under the Contract. d. Other Insurance. 0 None. 2. Payment and Performance Bonds. There are no bonds required under this Contract. 3. Liquidated Damages. There are no liquidated damages under this Contract. � c14 4. Retainage. No retainage is required under this Contract. 0 5. MFMP Transaction Fee. 00 Pursuant to Rule 60A-1.031,Florida Administrative Code,the Contractor is required to pay the MFMP Transaction Fees for payments made pursuant to this Contract. c� 6. Quality Assurance Requirements. There are no special Quality Assurance requirements under this Contract. 0 U 7. Subcontracting. a. Contractor shall not subcontract any work under this Contract without the prior written consent of the E E Department's Contract Manager.Department reserves the right to reject any proposed subcontractor based upon the Department's prior experience with subcontractor,subcontractor's reputation,or the Department's lack of Contract No.ES008 Packet Pg. 1348 J.2.b adequate assurance of performance by subcontractor. Contractor agrees to be responsible for the fulfillment of all work elements included in any subcontract and agrees to be responsible for the payment of all monies due 0 under any subcontract. b. Department shall not be liable to any subcontractor for any expenses or liabilities incurred under any 0 subcontract,regardless of whether the Department has approved such subcontract or subcontractor. Contractor y shall be solely liable to its subcontractor(s)for all expenses and liabilities 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),and shall include a release U of any rights,claims or liabilities against the Department.The level of insurance to be carried by subcontractors 0 performing work under this Contract shall be at the discretion of Contractor. c. If subcontractors are used,the Contractor shall complete and submit Exhibit 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. 0 d. Contractor shall pay all subcontractors and vendors under this Contract within seven(7)working days from the CL date of receipt of payment from the Department,excluding the final payment.If the Contractor receives less 0 than full payment from the Department for the services or goods of the subcontractors or vendors,the Contractor shall pay subcontractors and vendors in at least the same proportion as that paid by the 0 Department.Penalties for non-compliance and provisions for legal assistance for subcontractors are included in CL Subsection 287.0585(1),F.S. e. Contractor shall submit lien waivers or other documentation of payment from each subcontractor or supplier with each invoice where subcontractors or suppliers performed during the previous invoice period. c� 8. Personnel Changes. The Contractor may remove its personnel assigned to perform under this Contract and substitute other qualified I personnel. Any removals or replacements by Contractor shall be at no additional cost to the Department. U 9. Intellectual Property. 0 a. The Contractor's intellectual property rights that preexist this Contract will remain with the Contractor. � Intellectual property rights to all property created or otherwise developed by Contractor specifically for the 0 Department will be owned by the State through the Department. b. If the Contractor fails to provide,or no longer can provide,a deliverable or service under the Contract that contains or otherwise utilizes intellectual property controlled by the Contractor,the Contractor shall grant the Department a royalty-free,paid-up,nonexclusive,perpetual license to use,modify,reproduce,distribute, publish or release to others,such Contractor-controlled intellectual property solely for use in connection with 0 the deliverables or services under the Contract. c. This ownership interest and the rights conferred under this section will continue after the expiration or termination of the Contract. d. Notwithstanding the foregoing language,the Contractor's workpapers prepared or developed under this 0 Contract are the exclusive property of the Contractor,but Contractor shall permit Department access and review W of workpapers upon Department's request. c14 10. Additional Terms. c14 None. U_ 0 00 c� 0 t3 c� Contract No.ES008 Packet Pg. 1349 J.2.b STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION a� Scope of Work 0 ATTACHMENT 3 0 c� 1. Scope of Work The Contractor shall provide mobile vessel sewage pumpout services to anchored-out vessels in five (5) t0 service areas throughout waters of the Florida Keys within Monroe County, Florida as outlined in Exhibit F,Pumpout Service Area Map. This pumpout service is being provided by the Florida Department of Environmental Protection to vessel owners to reduce or eliminate the adverse environmental impacts associated with the illegal discharge of sewage into the waters of the Florida Keys,which under federal law prohibits discharging sewage into waters within the Florida Keys National Marine Sanctuary(the "Florida Keys No-Discharge Zone"), and in conformity with Monroe County Board of County - Commissioners (BOCC)Proof of Pumpout Ordinance as authorized by Section 327.60(4), Florida Statutes, ("mobile pumpout service", "mobile pumpout service operations", or"Service'T'service"). 0 C, The Service should include a sufficient number of suitably equipped pumpout vessels,vessel operators, CL and management and management support staff to pumpout anchored vessels located throughout the waters of the Florida Keys within Monroe County and provide required documentation of pumpouts via daily logs and required reports. 0 A detailed waste offloading/disposal plan shall be used that includes detailed information on anticipated offloading locations,operational details, and disposal methods. 2. Definitions 0 c� In this Contract, the following terms shall be defined as set forth below: � 0 No Discharge Zone (NDZ)—The United States Environmental Protection Agency in 2002 established a No Discharge Zone ("NDZ") for state waters surrounding the Florida Keys. In 2010 the NDZ was expanded to encompass all waters within the Florida Keys National Marine Sanctuary. Clean Vessel Act(CVA) - In 1992, the Clean Vessel Act was signed into law to reduce water pollution 0 0 by prohibiting vessels from discharging raw sewage into fresh water or coastal saltwater. The act a� established a federal grant program, administered by the U.S. Fish and Wildlife Service,to fund sewage disposal facilities. 0 GPS Monitoring Device-an electronic monitoring device on a vessel that shows the location of the pumpout vessel and/or trucks working.Using software,it tracks the location,gallons pumped,run-time, � and logs the activity. � 0- 3. Contractor Responsibilities a. Deliverables. The Contractor shall provide the following deliverables: ,0 00 1. Mobile Vessel Pumpout Service The Contractor shall provide the Service which shall provide a suitable number of marine pumpout vessels and service hours/days to provide approximately 500 pumpouts per month for the pumpout service area outlined in Exhibit F,Pumpout Service Area Map. 0 U The Service shall be provided at no charge to all anchored vessels located within the boundaries of the Pumpout Service Area Map(Exhibit F),in the waters of Monroe County within the Florida Keys,up to a maximum of one pumpout per week to each individual vessel served. E c� Contract No.ES008 Packet Pg. 1350 J.2.b Vessel waste shall be offloaded and disposed of properly. Refer to Exhibit I, Service Records and Maps,for disposal locations. a� The Contractor shall perform the service in a reasonable manner, ensuring that 1) sufficient 0 pumpouts are being provided to vessel owners and 2)pumpouts are being performed only as necessary to ensure cost reasonableness (e.g.weekly pumpouts shall not be performed for a vessel 0 that only needs bi-weekly or monthly service). U 2. Service Areas 0 The Contractor shall provide services in the geographic regions as outlined in Exhibit F,Pumpout 0 Service Area Map. The five (5) service areas are: Key West, Stock Island, Lower Keys, Islamorada, S and Key Largo. Each Service Area contains multiple anchorage areas. 3. Staffing 0 The Contractor shall, at its own expense,provide all office and field personnel and staff required or 0- reasonably necessary to perform and complete all duties and obligations required under this contract. 0 All personnel and staff engaged in performing activities, duties, or services pursuant to this contract > or in the performance of activities associated with this contract shall be professionally competent, L and fully qualified, authorized, and permitted under all federal, State, and local laws, ordinances, C rules, and regulations,to perform such activities, duties, or services. The Contractor's personnel shall not be considered"employees"of or be understood or deemed to have any individual legal relationship or privity with, contractual or otherwise,with the Department. c� X The primary duties of office personnel shall include,but shall not be limited to: I • Coordinating pumpout schedules; U • Registering customers for service; • Obtaining registrants' contact information and location for pumpout service; and 0 • Acting as an accessible and responsive point of contact for the Florida Fish and Wildlife .2 Conservation Commission(FWC) concerning "Proof of Pumpout"of vessels located in 0 Monroe County waters. a� The primary duties of field personnel shall include,but shall not be limited to: • Operating a pumpout vessel(s) on a weekly schedule within their designated service areas; � • Maintenance of an adequate supply of identification decals, monthly endorsement stickers, 0 and orange pumpout flags; and 0 • Continuous regular maintenance of written daily pumpout log to ensure they are filled out entirely in a concise,readable format for review. 0 4. Registration of Customers C14 Vessel owners are required to register for pumpout service with the Contractor,which shall assist in Q streamlining the service through a)utilization of`identification decals' indicating participation in the 0- Service and b) orange flags to be flown when in need of a pumpout. All such decals and flags shall be provided by the Contractor at no cost to the Department. 0 00 Registration forms for participation in the service shall be made available online through a website hosted by the Contractor,which the Contractor shall continuously maintain and ensure is available W and accessible to the public at all times. A sample registration form is provided by the Department for the Contractor's use as Exhibit H. The Contractor shall submit to the Department all registration information as provided on the sample registration form (Exhibit H) for each customer registered for t0 service. Upon online registration, the Department shall be provided an auto-generated copy of the completed form via email by the Contractor. Registration forms shall also be made available directly from the Contractor's field personnel in each area of service. Additionally, the Contractor may also provide registration forms at various marine facilities throughout Monroe County. The Contractor Contract No.ES008 Packet Pg. 1351 J.2.b shall be responsible for creating and entering the registration information into a registration log for submittal to the Department. Registration to participate in the service shall be free for participants. Each participant must submit his or her registration information to the Contractor,which shall be entered into the service schedule by the Contractor. Upon the first service by the Contractor's 0 pumpout vessel to the serviced vessel, field personnel shall a)provide an orange pumpout flag to the vessel owner/operator explaining the requirements for displaying the flag to receive service and b) ,0 affix the identification decal to the bow of the serviced vessel, adjacent to the location of its state vessel registration decal or waste pumpout location. 0 An identification decal may not be provided to a vessel owner or affixed to a vessel unless it has 0 been serviced by the Contractor's pumpout vessel, and service shall not be provided to any vessel S (which does not have sewage to be pumped) simply for the purpose of acquiring an identification decal. Service may also be denied if the vessel to be pumped is not properly equipped, as determined by the Contractor, to provide for a safe, secure pumpout(for example,improper deck fittings, sewage lines, etc.)which may reasonably result in a sewage leak or other breakdown, danger, or malfunction. After the first service by the Contractor, a vessel owner/operator wishing to receive subsequent CL pumpout services shall display (i.e.hoist) the orange pumpout flag when service is requested in C order to receive pumpout service. The Contractor shall not pumpout a vessel that does not display ., the orange pumpout flag even if the vessel is registered for routine service. The Contractor shall be responsible for lowering the pumpout flag at the completion of the service so the vessel owner can c� confirm that service was received. The vessel owner/operator shall be required to hoist the flag again 0 to receive subsequent pumpout service. I U The Contractor shall ensure that a service schedule for each service area is continuously available for access by the public on the Contractor's website. The registration forms provided on said website 0 shall contain: .2 a� • The anchored location of the vessel(latitude/longitude and anchorage name); a� • The registration(or documentation)number and state of registration; • Whether the vessel owner/operator is a Monroe County resident; • The size and type of the vessel; • The capacity of the holding tank(s) and waste outlet location(s); 0 • The name of the vessel; • Contact information for the vessel owner and/or operator including phone, email and mailing address; 0 • A point of contact listed for the vessel; • Anticipated service need(e.g... only once,weekly,biweekly or monthly); and C14 • Vessel use category(e.g.year-round local liveaboard vs. transient cruiser). Q CL The registration form must be signed by the vessel owner and/or its operator and must expressly authorize the Contractor to pumpout the participating vessel and to board the participating vessel to 0 facilitate performance of a pumpout,if necessary. 00 Q For each new month of Service, the vessel owner/operator shall be provided a monthly endorsement sticker to be adhered to the identification decal as an acceptable proof of pumpout for compliance with Monroe County's Proof of Pumpout Ordinance. 0 5. Public Education The Contractor shall continuously maintain a website in support of the pumpout service. In addition, the Contractor shall develop and provide registration packets in support of the pumpout service. In partnership with Monroe County,the Contractor shall also provide public education materials and Contract No.ES008 Packet Pg. 1352 J.2.b other instructional materials to the boating community. All educational materials shall primarily focus upon the importance of clean water to the environment and public health of the Florida Keys and its residents and visitors, and the pollution impacts of sewage discharge into the environment. The Contractor shall also ensure that these materials are available on its website and provide the 0 following link to the Monroe County website: l U//ww iTioir,o(c � ury ., �v The �� � Contractor may further distribute these materials to facilities such as marinas,boating-related 0 businesses,public facilities, and other locations where they may be reasonably accessed by the boating public. In addition,FWC officers and staff may also distribute these materials. 0 6. Coordination with the Department,Monroe County staff and FWC 0 The Contractor shall, at any and all times requested by the Department,Monroe County or FWC, S identify to the requestor any occupied vessels that are not participating in the service or that are not requesting pumpouts. P 7. Monitoring Devices 0- The Contractor shall install appropriate GPS monitoring devices on all pumpout vessels (and 0 pumpout trucks, as applicable) for remote tracking of activities. The monitoring device shall track > the location of each pumpout vessel,pumpout vessel activity, locations of pumpout customers and L_ CL duration of pumping time. Such equipment of monitoring device(s) shall at all times comply with CL Florida Statue 934.425. An associated data software service shall be subscribed to for use of the ., monitoring device, and for logging pumpout vessel activity through the term of this Contract. These devices shall be kept maintained and operable for the term of this contract. The Contractor shall c� make the monitoring data accessible for review by the Department and Monroe County by 0 submitting access information(i.e. log-in credentials)for the monitoring device data account. I U 8. Daily Pumpout Logs The Contractor shall complete and submit a daily pumpout log for each day of service per pumpout 0 vessel and must be signed by the Pumpout Captain. A sample daily pumpout log is provided by the .2 Department for the Contractor's use as Exhibit G. The log shall include the service area/anchorage area, date of service,vessel location,vessel registration number,vessel name,in/out of state registration, estimated gallons pumped per vessel, and offloading location. The following items shall be totaled at the bottom of each pumpout log: • The total number of pumps; • The total number of in-state and out-of-state vessels serve; 0 • The total estimated volume of sewage pumped; and 0 • The total number of offloaded gallons indicated by the flow meter data as specified below. The number of gallons pumped per vessel must be rounded to the nearest whole number and be based on the average rate of flow of the pumpout vessel's pump. If a vessel requests service but no CN sewage is pumped,this service shall not be included in the total number of pumps and will not be Q compensated for payment unless beyond the control of the Contractor.All service calls and 0- pumpouts shall be recorded with any applicable notes on the daily pumpout log, exhibit G. 0 9. Flow Meters 00 The Contractor shall install appropriate flow meters on all pumpout vessels to record actual gallons of sewage offloaded from the pumpout vessel holding tank to the offloading facility. The meter shall be installed on the discharge side of the pumpout vessel holding tank for accurate readings. The readings from these flow meters shall be recorded on the daily pumpout log for accurate reporting purposes. The flow meter reading shall be recorded on, the daily pumpout log at the completion of t0 each offloading event with a total number of gallons offloaded noted for each vessel per day of service. Saltwater flushing or any material other than sewage shall not be included in the total number of offloaded gallons reported on the daily pumpout log. Flow meters shall be kept maintained and operable for the term of this contract. Contract No.ES008 Packet Pg. 1353 J.2.b 10. Quarterly Pumpout Report The Contractor shall submit a signed quarterly pumpout report containing each service area as well as a summary of all service areas provided under this Contract. 0 • Monthly and Quarterly total number of pumpouts performed; ,0 • Monthly and Quarterly total number of in-state vessels and out-of-state vessels pumped out; U • Monthly and Quarterly total estimated volume of sewage (in gallons)pumped out; • Monthly and Quarterly total number of gallons offloaded; t0 • Monthly and Quarterly total number of individual vessels pumped out; • Monthly and Quarterly total number of vessels pumped out(for the entire service area and broken down by vessel location); • Methods and location of waste disposal utilized; • Gallons of fuel used in performance of this Contract; • Any education and outreach activities provided or performed in connection with this Contract; and 0 • The service schedule for each service area. > 0 L_ b. Invoicing. At the end of each month, the Contractor shall submit to the Department's Contract CL Manager a signed invoice on company letterhead, along with documentation of services(s)received. ., Consulting, lobbying, travel, and lodging are specifically excluded from payments.Payments shall be made only for Services provided(i.e.,individual pumpouts) and there are no reimbursable items. Contractor's final invoice must be received within sixty(60) days after the termination or expiration X of this Contract. The Contractor shall provide monthly invoicing documentation, as described above. Invoicing shall be made within fifteen(15) calendar days of the end of each month. The Contractor shall not charge any fees to anchored-out vessels for the services rendered under this 0 Contract including,but not limited to, service fees and registration fees. In addition,pumpout vessel operators shall not accept any tips for providing this service. a� c. Completion Criteria and Date. The Contractor shall complete all Services prior to the expiration of the Contract. Any pending invoices must be submitted in accordance with Section 3(b) - Invoicing above. 0 4. Department's Responsibilities The Department's Contract Manager will be responsible for reviewing deliverables to determine if they conform to the Scope of Work and accepting or rejecting deliverables for payment of invoices, as 0 appropriate. Upon approval of deliverables, the Department shall pay the Contractor for the deliverables submitted on monthly invoices. The monthly invoices shall be based on the per unit rate listed in the CN Price Sheet.Payment will be based on the number of pumpouts performed at the cost per pumpout as � indicated on the Price Sheet. U_ 0 00 c� 0 c, c� Contract No.ES008 Packet Pg. 1354 J.2.b STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION Public Records Requirements ATTACHMENT 4 0 1. Public Records Access Requirements. 0 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 0 (Public Records),unless the Public Records are exempt from section 24(a)of Article I of the Florida Constitution or section U 119.07(1),F.S. b. The Department may unilaterally terminate the Contract if the Contractor refuses to allow public access to 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: 2M a. Keep and maintain Public Records required by the Department to perform the service. 4- b. Upon request,provide the Department with a copy of requested Public Records or allow the Public Records to be inspected or 0 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. L c. A Contractor who fails to provide the Public Records to the Department within a reasonable time may be subject to penalties CL under section 119.10,F.S. < d. 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. e. Upon completion of the Contract,transfer,at no cost,to the Department all Public Records in possession of the Contractor or keep and maintain Public Records required by the Department to perform the service.If the Contractor transfers all Public U 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 0 Public Records stored electronically must be provided to the Department,upon request from the Department's custodian of Public Records,in a format specified by the Department as compatible with the information technology systems of the Department. These formatting requirements are satisfied by using the data formats as authorized in the Contract or Microsoft Word,Outlook, Adobe,or Excel,and any software formats the Contractor is authorized to access. f. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, F.S., TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC 0 RECORDS RELATING TO THE CONTRACT, CONTACT THE DEPARTMENT'S CUSTODIAN OF PUBLIC RECORDS AT: Telephone: (850) 245-2118 Email ��tibl �°..: fl v„c s(�),Flo (1aQ P c� CN Mailing Address: Department of Environmental Protection a C4 ATTN: Office of Ombudsman and Public Services Public Records Request 3900 Commonwealth Boulevard, MS 49 0 00 Tallahassee, Florida 32399 0 U E Contract No.ES008 Packet Pg. 1355 J.2.b State of Florida Department of Environmental Protection Price Sheet On the Hook Marine Services LLC o Attachment 5 0 c� The Contractor's fixed price per pumpout is an all-inclusive rate to provide the services as specified in the 0 Scope of Work. The Contractor will be paid for services actually rendered. U c� INITIAL CONTRACT TERM 2M 4- Service Area Fixed Price o (Per pumpout) > 0 L_ CL Key West $ 52.00 CL Stock Island $ 52.00 Lower Keys $ 70.00 Islamorada $ 52.00 Key Largo $ 52.00 U U) 0 c� RENEWAL CONTRACT TERM Service Area Fixed Price (Per pumpout) 0 Key West $ 53.50 0 Stock Island $ 53.50 Lower Keys $ 72.50 Islamorada $ 53.50 Key Largo $ 53.50 c°14 c14 c14 CL 00 c� 0 U c� Contract No.ES008 Packet Pg. 1356 J.2.b STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION General Contract Conditions-PUR 1000 a� EXHIBIT A 0 Contents 0 1. Definitions. 2. Purchase Orders. 0 3. Product Version. U 4. Price Changes Applicable only to Term Contracts. zsr 5. Additional Quantities. c� 6. Packaging. � 7. Inspection at Contractor's Site. 8. Safety Standards. 9. Americans with Disabilities Act. 10. Literature. - 11. Transportation and Delivery. ra 12. Installation. 0 13. Risk of Loss. C, C, 14. Transaction Fee. < 15. Invoicing and Payment. 16. Taxes. 17. Governmental Restrictions. c� 18. Lobbying and Integrity. 19. Indemnification. 20. Limitation of Liability. U 21. Suspension of Work. 22. Termination for Convenience. U) 23. Termination for Cause. 0 24. Force Majeure,Notice of Delay,and No Damages for Delay. 25. Changes. 26. Renewal. � 27. Purchase Order Duration. 28. Advertising. 29. Assignment. 30. Antitrust Assignment 0 31. Dispute Resolution. 32. Employees,Subcontractors,and Agents. 33. Security and Confidentiality. 34. Contractor Employees, Subcontractors,and Other Agents. 35. Insurance Requirements. 36. Warranty of Authority. � 37. Warranty of Ability to Perform. c14 38. Notices. 0- 39. Leases and Installment Purchases. 40. Prison Rehabilitative Industries and Diversified Enterprises,Inc. (PRIDE). 0 41. Products Available from the Blind or Other Handicapped. 00 42. Modification of Terms. 43. Cooperative Purchasing. 44. Waiver. 45. Annual Appropriations. 46. Execution in Counterparts. C 47. Severability. U c� Contract No.ES008 Packet Pg. 1357 J.2.b 1. Definitions. The definitions contained in s. 60A-1.001, F.A.C. shall apply to this agreement. The following additional terms are also defined: (a) "Contract"means the legally enforceable agreement that results from a successful solicitation. The parties to the Contract will 2 be the Customer and Contractor. Z 0 (b) "Customer"means the State agency or other entity identified in a contract as the party to receive commodities or contractual L services pursuant to a contract or that orders commodities or contractual services via purchase order or other contractual instrument from the Contractor under the Contract. The"Customer"may also be the"Buyer"as defined in the PUR 1001 if it meets the definition of both terms. 0 t3 (c) "Product"means any deliverable under the Contract,which may include commodities,services,technology or software. 0 (d) "Purchase order" means the form or format a Customer uses to make a purchase under the Contract (e.g., a formal written um purchase order,electronic purchase order,procurement card,contract or other authorized means). 2. Purchase Orders. In contracts where commodities or services are ordered by the Customer via purchase order, Contractor shall not deliver or furnish products until a Customer transmits a purchase order. All purchase orders shall bear the Contractor solicitation 0- number,shall be placed by the Customer directly with the Contractor,and shall be deemed to incorporate by reference the Contract ra and solicitation terms and conditions. Any discrepancy between the Contract terms and the terms stated on the Contractor's order form,confirmation,or acknowledgement shall be resolved in favor of terms most favorable to the Customer. A purchase order for C, CL services within the ambit of section 287.058(1)of the Florida Statutes shall be deemed to incorporate by reference the requirements of subparagraphs(a)through(f)thereof. Customers shall designate a contract manager and a contract administrator as required by subsections 287.057(15)and(16)of the Florida Statutes. c� 3. Product Version. Purchase orders shall be deemed to reference a manufacturer's most recently release model or version of the product at the time of the order,unless the Customer specifically requests in writing an earlier model or version and the contractor is willing to provide such model or version. U 4. Price Changes Applicable only to Term Contracts.If this is a term contract for commodities or services,the following provisions cn apply. 0 (a) Quantity Discounts.Contractors are urged to offer additional discounts for one time delivery of large single orders. Customers n should seek to negotiate additional price concessions on quantity purchases of any products offered under the Contract. State Customers shall document their files accordingly. (b) Best Pricing Offer. During the Contract term, if the Customer becomes aware of better pricing offered by the Contractor for substantially the same or a smaller quantity of a product outside the Contract,but upon the same or similar terms of the Contract, 0 then at the discretion of the Customer the price under the Contract shall be immediately reduced to the lower price. (c) Sales Promotions.In addition to decreasing prices for the balance of the Contract term due to a change in market conditions,a Contractor may conduct sales promotions involving price reductions for a specified lesser period. A Contractor shall submit W to the Contract Specialist documentation identifying the proposed(1) starting and ending dates of the promotion, (2)products involved, and (3) promotional prices compared to then-authorized prices. Promotional prices shall be available to all � Customers. Upon approval,the Contractor shall provide conspicuous notice of the promotion. � CL (d) Trade-In.Customers may trade-in equipment when making purchases from the Contract. A trade-in shall be negotiated between the Customer and the Contractor. Customers are obligated to actively seek current fair market value when trading equipment, and to keep accurate records of the process. For State agencies,it may be necessary to provide documentation to the Department 00 of Financial Services and to the agency property custodian pursuant to Chapter 273,F.S. (e) Equitable Adjustment.The Customer may,in its sole discretion,make an equitable adjustment in the Contract terms or pricing if pricing or availability of supply is affected by extreme and unforeseen volatility in the marketplace,that is,by circumstances that satisfy all the following criteria:(1)the volatility is due to causes wholly beyond the Contractor's control,(2)the volatility affects the marketplace or industry,not just the particular Contract source of supply,(3)the effect on pricing or availability of t3 supply is substantial,and(4)the volatility so affects the Contractor that continued performance of the Contract would result in Zj a substantial loss. 0 c� Contract No.ES008 Packet Pg. 1358 J.2.b 5. Additional Quantities.For a period not exceeding ninety(90)days from the date of solicitation award,the Customer reserves the right to acquire additional quantities up to the amount shown on the solicitation but not to exceed the threshold for Category Two at the prices submitted in the response to the solicitation. 6. Packaging. Tangible product shall be securely and properly packed for shipment, storage, and stocking in appropriate, clearly labeled, shipping containers and according to accepted commercial practice,without extra charge for packing materials, cases,or 2 other types of containers. All containers and packaging shall become and remain Customer's property. 0 7. Inspection at Contractor's Site.The Customer reserves the right to inspect,at any reasonable time with prior notice,the equipment M or product or plant or other facilities of a Contractor to assess conformity with Contract requirements and to determine whether they E are adequate and suitable for proper and effective Contract performance. U 0 8. Safety Standards. All manufactured items and fabricated assemblies subject to operation under pressure,operation by connection ,!� to an electric source, or operation involving connection to a manufactured, natural, or LP gas source shall be constructed and approved in a manner acceptable to the appropriate State inspector. Acceptability customarily requires,at a minimum,identification marking of the appropriate safety standard organization, where such approvals of listings have been established for the type of device offered and furnished, for example: the American Society of Mechanical Engineers for pressure vessels;the Underwriters Laboratories and/or National Electrical Manufacturers' Association for electrically operated assemblies; and the American Gas 0- Association for gas-operated assemblies. In addition,all items furnished shall meet all applicable requirements of the Occupational ra Safety and Health Act and state and federal requirements relating to clean air and water pollution. 0 9. Americans with Disabilities Act. Contractors should identify any products that may be used or adapted for use by visually,hearing, or other physically impaired individuals. 10. Literature. Upon request, the Contractor shall furnish literature reasonably related to the product offered, for example, user manuals,price schedules,catalogs,descriptive brochures,etc. 11. Transportation and Delivery. Prices shall include all charges for packing, handling, freight, distribution, and inside delivery. U Transportation of goods shall be FOB Destination to any point within thirty (30) days after the Customer places an Order. A Contractor, within five (5) days after receiving a purchase order, shall notify the Customer of any potential delivery delays. cn Evidence of inability or intentional delays shall be cause for Contract cancellation and Contractor suspension. U 12. Installation. Where installation is required, Contractor shall be responsible for placing and installing the product in the required n locations at no additional charge,unless otherwise designated on the Contract or purchase order. Contractor's authorized product and price list shall clearly and separately identify any additional installation charges. All materials used in the installation shall be of good quality and shall be free of defects that would diminish the appearance of the product or render it structurally or operationally 2 unsound. Installation includes the furnishing of any equipment,rigging,and materials required to install or replace the product in IC the proper location. Contractor shall protect the site from damage and shall repair damages or injury caused during installation by 0 Contractor or its employees or agents. If any alteration, dismantling, excavation, etc., is required to achieve installation, the Contractor shall promptly restore the structure or site to its original condition. Contractor shall perform installation work so as to cause the least inconvenience and interference with Customers and with proper consideration of others on site. Upon completion of the installation, the location and surrounding area of work shall be left clean and in a neat and unobstructed condition, with everything in satisfactory repair and order. C14 c14 13. Risk of Loss. Matters of inspection and acceptance are addressed in s.215.422,F.S. Until acceptance,risk of loss or damage shall c4 remain with the Contractor. The Contractor shall be responsible for filing,processing,and collecting all damage claims. To assist 0- the Contractor with damage claims, the Customer shall: record any evidence of visible damage on all copies of the delivering w carrier's Bill of Lading; report damages to the carrier and the Contractor; and provide the Contractor with a copy of the carrier's Bill of Lading and damage inspection report. When a Customer rejects a product, Contractor shall remove it from the premises 00 within ten days after notification or rejection. Upon rejection notification,the risk of loss of rejected or non-conforming product 'm shall remain with the Contractor. Rejected product not removed by the Contractor within ten days shall be deemed abandoned by the Contractor,and the Customer shall have the right to dispose of it as its own property. Contractor shall reimburse the Customer for costs and expenses incurred in storing or effecting removal or disposition of rejected product. 14. Transaction Fee. The State of Florida has instituted MyFloridaMarketP lace, a statewide eProcurement System ("System"). U Pursuant to section 287.057(23),Florida Statutes (2002), all payments shall be assessed a Transaction Fee of one percent(1.0%), Zj which the Contractor shall pay to the State,unless exempt pursuant to 60A-1.032,F.A.C. For payments within the State accounting system (FLAIR or its successor), the Transaction Fee shall, when possible, be automatically deducted from payments to the Contractor. If automatic deduction is not possible, the Contractor shall pay the Contract No.ES008 Packet Pg. 1359 J.2.b Transaction Fee pursuant to Rule 60A-1.031(2),F.A.C. By submission of these reports and corresponding payments, Contractor certifies their correctness. All such reports and payments shall be subject to audit by the State or its designee. Contractor shall receive a credit for any Transaction Fee paid by the Contractor for the purchase of any item(s)if such item(s)are 2 returned to the Contractor through no fault, act, or omission of the Contractor. Notwithstanding the foregoing, a Transaction Fee Z is non-refundable when an item is rejected or returned, or declined, due to the Contractor's failure to perform or comply with specifications or requirements of the agreement. 0 Failure to comply with these requirements shall constitute grounds for declaring the Contractor in default and recovering reprocurement costs from the Contractor in addition to all outstanding fees. CONTRACTORS DELINQUENT IN PAYING TRANSACTION FEES MAY BE SUBJECT TO BEING REMOVED FROM THE DEPARTMENT OF MANAGEMENT 0 SERVICES'VENDOR LIST AS PROVIDED IN RULE 60A-1.006,F.A.C. 15. Invoicing and Payment. Invoices shall contain the Contract number, purchase order number if applicable, and the appropriate um vendor identification number. The State may require any other information from the Contractor that the State deems necessary to verify any purchase order placed under the Contract. At the State's option,Contractors may be required to invoice electronically pursuant to guidelines of the Department of Management 0 Services. Current guidelines require that Contractor supply electronic invoices in lieu of paper-based invoices for those transactions ra processed through the system. Electronic invoices shall be submitted to the Customer through the Ariba Supplier Network(ASN) in one of the following mechanisms—EDI 810,cXML,or web-based invoice entry within the ASN. 0, 0. Payment shall be made in accordance with sections 215.422 and 287.0585 of the Florida Statutes, which govern time limits for payment of invoices. Invoices that must be returned to a Contractor due to preparation errors will result in a delay in payment. 0 Contractors may call (850) 413-7269 Monday through Friday to inquire about the status of payments by State Agencies. The c� Customer is responsible for all payments under the Contract. A Customer's failure to pay,or delay in payment,shall not constitute WX a breach of the Contract and shall not relieve the Contractor of its obligations to the Department or to other Customers. U 16. Taxes.The State does not pay Federal excise or sales taxes on direct purchases of tangible personal property. The State will not pay for any personal property taxes levied on the Contractor or for any taxes levied on employees' wages. Any exceptions to this w paragraph shall be explicitly noted by the Customer in the special contract conditions section of the solicitation or in the Contract 0 or purchase order. 17. Governmental Restrictions. If the Contractor believes that any governmental restrictions have been imposed that require alteration of the material,quality,workmanship or performance of the products offered under the Contract,the Contractor shall immediately notify the Customer in writing,indicating the specific restriction. The Customer reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to the Customer. 19 0 18. Lobbying and Integrity. Customers shall ensure compliance with Section 11.062, FS and Section 216.347, FS.The Contractor shall not, in connection with this or any other agreement with the State, directly or indirectly (1)offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any State officer or employee's decision, opinion, recommendation, vote, en other exercise of discretion, or violation of a known legal duty,or(2)offer, give,or agree to give to anyone any gratuity for the benefit of,or at the direction or request of,any State officer or employee. For purposes of clause(2),"gratuity"means any payment of more than nominal monetary value in the form of cash,travel,entertainment,gifts,meals,lodging,loans,subscriptions,advances, � deposits of money, services, employment, or contracts of any kind. Upon request of the Customer's Inspector General, or other c4 authorized State official, the Contractor shall provide any type of information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but shall not be limited to, the Contractor's business or w financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor shall retain such records for the longer of(1) three years after the expiration of the Contract or (2) the period required by the General Records 00 Schedules maintained by the Florida Department of State (available at: http://dos.myflorida.corn/librag-archives/records- 10 manae ement/general-records-schedules). The Contractor agrees to reimburse the State for the reasonable costs of investigation incurred by the Inspector General or other authorized State official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State which results in the suspension or debarment of the Contractor. Such costs shall include,but shall not be limited to: salaries of investigators,including overtime;travel and lodging expenses; and q expert witness and documentary fees. The Contractor shall not be responsible for any costs of investigations that do not result in U the Contractor's suspension or debarment. 19. Indemnification. The Contractor shall be fully liable for the actions of its agents,employees,partners,or subcontractors and shall E fully indemnify,defend,and hold harmless the State and Customers,and their officers,agents,and employees,from suits,actions, damages,and costs of every name and description,including attorneys' fees,arising from or relating to personal injury and damage Contract No.ES008 Packet Pg. 1360 J.2.b to real or personal tangible property alleged to be caused in whole or in part by Contractor, its agents, employees, partners, or subcontractors, provided, however, that the Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the State or a Customer. 2 Further,the Contractor shall fully indemnify,defend,and hold harmless the State and Customers from any suits,actions,damages, 5 and costs of every name and description, including attorneys' fees, arising from or relating to violation or infringement of a 2 trademark,copyright,patent,trade secret or intellectual property right,provided,however,that the foregoing obligation shall not apply to a Customer's misuse or modification of Contractor's products or a Customer's operation or use of Contractor's products i in a manner not contemplated by the Contract or the purchase order. If any product is the subject of an infringement suit,or in the Contractor's opinion is likely to become the subject of such a suit,the Contractor may at its sole expense procure for the Customer the right to continue using the product or to modify it to become non-infringing. If the Contractor is not reasonably able to modify 0 or otherwise secure the Customer the right to continue using the product,the Contractor shall remove the product and refund the Customer the amounts paid in excess of a reasonable rental for past use. The customer shall not be liable for any royalties. c� The Contractor's obligations under the preceding two paragraphs with respect to any legal action are contingent upon the State or Customer giving the Contractor(1)written notice of any action or threatened action, (2)the opportunity to take over and settle or defend any such action at Contractor's sole expense, and(3)assistance in defending the action at Contractor's sole expense. The Contractor shall not be liable for any cost, expense,or compromise incurred or made by the State or Customer in any legal action 0 without the Contractor's prior written consent,which shall not be unreasonably withheld. 0 20. Limitation of Liability.For all claims against the Contractor under any contract or purchase order,and regardless of the basis on 8. CL which the claim is made, the Contractor's liability under a contract or purchase order for direct damages shall be limited to the greater of$100,000,the dollar amount of the contract or purchase order,or two times the charges rendered by the Contractor under the purchase order. This limitation shall not apply to claims arising under the Indemnity paragraph contain in this agreement. c� Unless otherwise specifically enumerated in the Contract or in the purchase order,no party shall be liable to another for special, WX indirect, punitive, or consequential damages, including lost data or records (unless the contract or purchase order requires the 0 Contractor to back-up data or records),even if the party has been advised that such damages are possible. No party shall be liable t3 for lost profits, lost revenue, or lost institutional operating savings. The State and Customer may, in addition to other remedies available to them at law or equity and upon notice to the Contractor,retain such monies from amounts due Contractor as may be w necessary to satisfy any claim for damages,penalties, costs and the like asserted by or against them. The State may set off any .2 liability or other obligation of the Contractor or its affiliates to the State against any payments due the Contractor under any contract with the State. 21. Suspension of Work. The Customer may in its sole discretion suspend any or all activities under the Contract or purchase order, at any time,when in the best interests of the State to do so. The Customer shall provide the Contractor written notice outlining the 2 particulars of suspension. Examples of the reason for suspension include,but are not limited to,budgetary constraints,declaration 0 of emergency, or other such circumstances. After receiving a suspension notice,the Contractor shall comply with the notice and 0 shall not accept any purchase orders. Within ninety days, or any longer period agreed to by the Contractor, the Customer shall either (1) issue a notice authorizing resumption of work, at which time activity shall resume, or (2) terminate the Contract or purchase order. Suspension of work shall not entitle the Contractor to any additional compensation. 0 W 22. Termination for Convenience. The Customer,by written notice to the Contractor,may terminate the Contract in whole or in part when the Customer determines in its sole discretion that it is in the State's interest to do so. The Contractor shall not furnish any � product after it receives the notice of termination, except as necessary to complete the continued portion of the Contract, if any. c4 The Contractor shall not be entitled to recover any cancellation charges or lost profits. CL W 23. Termination for Cause. The Customer may terminate the Contract if the Contractor fails to(1)deliver the product within the time specified in the Contract or any extension,(2)maintain adequate progress,thus endangering performance of the Contract,(3)honor 00 any term of the Contract,or(4) abide by any statutory,regulatory,or licensing requirement. Rule 60A-1.006(3),F.A.C.,governs 'M the procedure and consequences of default. The Contractor shall continue work on any work not terminated. Except for defaults of subcontractors at any tier,the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises from events completely beyond the control,and without the fault or negligence,of the Contractor. If the failure to perform is caused by the default of a subcontractor at any tier,and if the cause of the default is completely beyond the control of both the Contractor and the subcontractor,and without the fault or negligence of either,the Contractor shall not be liable for any excess costs for failure to U perform, unless the subcontracted products were obtainable from other sources in sufficient time for the Contractor to meet the required delivery schedule. If, after termination, it is determined that the Contractor was not in default, or that the default was 5 excusable,the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the E Customer. The rights and remedies of the Customer in this clause are in addition to any other rights and remedies provided by law UM or under the Contract. Contract No.ES008 Packet Pg. 1361 J.2.b 24. Force Majeure,Notice of Delay, and No Damages for Delay. The 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 or agents contributed to the delay and the delay is due directly to acts of God,wars,acts of public enemies,strikes,fires,floods,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 5 to the Contractor. In case of any delay the Contractor believes is excusable,the Contractor shall notify the Customer in writing of 2 the delay or potential delay and describe the cause of the delay either(1)within ten(10)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 five(5)days after the date the Contractor first had reason to believe that a delay could result. THE M 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, U other than for an extension of time, shall be asserted against the Customer. The Contractor shall not be entitled to an increase in m the Contract price or payment of any kind from the Customer 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 00 Customer determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the State or to iE Customers,in which case the Customer may(1) accept allocated performance or deliveries from the Contractor,provided that the 0- Contractor grants preferential treatment to Customers with respect to products subjected to allocation, or(2)purchase from other m 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 0. part. 25. Changes. The Customer may unilaterally require,by written order, changes altering, adding to, or deducting from the Contract specifications, provided that such changes are within the general scope of the Contract. The Customer may make an equitable adjustment in the Contract price or delivery date if the change affects the cost or time of performance. Such equitable adjustments require the written consent of the Contractor,which shall not be unreasonably withheld. If unusual quantity requirements arise,the Customer may solicit separate bids to satisfy them. U 26. Renewal.Upon mutual agreement,the Customer and the Contractor may renew the Contract,in whole or in part,for a period that may not exceed 3 years or the term of the contract,whichever period is longer. Any renewal shall specify the renewal price, as set U forth in the solicitation response. The renewal must be in writing and signed by both parties, and is contingent upon satisfactory performance evaluations and subject to availability of funds. a� 27. Purchase Order Duration. Purchase orders issued pursuant to a state term or agency contract must be received by the Contractor ° no later than close of business on the last day of the contract's term to be considered timely. The Contractor is obliged to fill those orders in accordance with the contract's terms and conditions. Purchase orders received by the contractor after close of business IC on the last day of the state term or agency contract's term shall be considered void. 0 X 0 Purchase orders for a one-time delivery of commodities or performance of contractual services shall be valid through the performance by the Contractor, and all terms and conditions of the state term or agency contract shall apply to the single delivery/performance,and shall survive the termination of the Contract. Contractors are required to accept purchase orders specifying delivery schedules exceeding the contracted schedule even when such C4 extended delivery will occur after expiration of the state term or agency contract. For example, if a state term contract calls for c4 delivery 30 days after receipt of order(ARO), and an order specifies delivery will occur both in excess of 30 days ARO and after 0- expiration of the state term contract, the Contractor will accept the order. However, if the Contractor expressly and in writing W notifies the ordering office within ten(10)calendar days of receipt of the purchase order that Contractor will not accept the extended delivery terms beyond the expiration of the state term contract, then the purchase order will either be amended in writing by the �, ordering entity within ten(10)calendar days of receipt of the contractor's notice to reflect the state term contract delivery schedule, or it shall be considered withdrawn. c� The duration of purchase orders for recurring deliveries of commodities or performance of services shall not exceed the expiration of the state term or agency contract by more than twelve months. However,if an extended pricing plan offered in the state term or agency contract is selected by the ordering entity, the contract terms on pricing plans and renewals shall govern the maximum U duration of purchase orders reflecting such pricing plans and renewals. Timely purchase orders shall be valid through their specified term and performance by the Contractor,and all terms and conditions E of the state term or agency contract shall apply to the recurring delivery/performance as provided herein, and shall survive the um termination of the Contract. Contract No.ES008 Packet Pg. 1362 J.2.b Ordering offices shall not renew a purchase order issued pursuant to a state term or agency contract if the underlying contract expires prior to the effective date of the renewal. 28. Advertising. Subject to Chapter 119, Florida Statutes,the Contractor shall not publicly disseminate any information concerning the Contract without prior written approval from the Customer, including, but not limited to mentioning the Contract in a press 2 release or other promotional material, identifying the Customer or the State as a reference, or otherwise linking the Contractor's name and either a description of the Contract or the name of the State or the Customer in any material published,either in print or electronically,to any entity that is not a parry to Contract, except potential or actual authorized distributors, dealers,resellers, or M service representative. 0 U 29. Assignment.The Contractor shall not sell,assign or transfer any of its rights,duties or obligations under the Contract,or under any m purchase order issued pursuant to the Contract,without the nor written consent of the Customer.In the event of an assignment, 'i P P P � Y � the Contractor remains secondarily liable for performance of the contract,unless the Customer expressly waives such secondary um liability.The Customer may assign the Contract with prior written notice to Contractor of its intent to do so. 0 0 0 30. Antitrust Assignment. The Contractor and the State of Florida recognize that in actual economic practice,overcharges resulting iE from antitrust violations are in fact usually borne by the State of Florida. Therefore,the contractor hereby assigns to the State of 0 Florida any and all claims for such overcharges as to goods,materials or services purchased in connection with the Contract. 0 31. Dispute Resolution. Any dispute concerning performance of the Contract shall be decided by the Customer's designated contract t, CL manager,who shall reduce the decision to writing and serve a copy on the Contractor. The decision shall be final and conclusive unless within twenty one (21) days from the date of receipt, the Contractor files with the Customer a petition for administrative hearing. The Customer's decision on the petition shall be final,subject to the Contractor's right to review pursuant to Chapter 120 of the Florida Statutes. Exhaustion of administrative remedies is an absolute condition precedent to the Contractor's ability to pursue any other form of dispute resolution; provided, however, that the parties may employ the alternative dispute resolution WX procedures outlined in Chapter 120. U Without limiting the foregoing,the exclusive venue of any legal or equitable action that arises out of or relates to the Contract shall be the appropriate state court in Leon County,Florida; in any such action,Florida law shall apply and the parties waive any right cn to jury trial. �? 32. Employees, Subcontractors, and Agents. All Contractor employees, subcontractors, or agents performing work under the n Contract shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Contractor shall furnish a copy of technical certification or other proof of qualification. All employees, subcontractors,or agents performing work under the Contract must comply with all security and administrative requirements of the Customer and shall comply with all 2 controlling laws and regulations relevant to the services they are providing under the Contract. The State may conduct, and the � Contractor shall cooperate in,a security background check or otherwise assess any employee,subcontractor,or agent furnished by 0 the Contractor. The State may refuse access to,or require replacement of, any personnel for cause, including,but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with a Customer's security or other requirements. Such approval shall not relieve the Contractor of its obligation to perform all work in compliance with the Contract. The State may reject and bar from any facility for cause any of the Contractor's employees,subcontractors,or agents. 33. Security and Confidentiality. The Contractor shall comply fully with all security procedures of the United States,State of Florida � and Customer in performance of the Contract. The Contractor shall not divulge to third parties any confidential information obtained Q by the Contractor or its agents, distributors,resellers, subcontractors, officers or employees in the course of performing Contract 0- work,including,but not limited to,security procedures,business operations information,or commercial proprietary information in the possession of the State or Customer. The Contractor shall not be required to keep confidential information or material that is publicly available through no fault of the Contractor, material that the Contractor developed independently without relying on the �, State's or Customer's confidential information,or material that is otherwise obtainable under State law as a public record. To insure 'm confidentiality, the Contractor shall take appropriate steps as to its personnel, agents, and subcontractors. The warranties of this W paragraph shall survive the Contract. 34. Contractor Employees,Subcontractors,and Other Agents.The Customer and the State shall take all actions necessary to ensure q that Contractor's employees, subcontractors and other agents are not employees of the State of Florida. Such actions include,but U are not limited to, ensuring that Contractor's employees, subcontractors,and other agents receive benefits and necessary insurance zj (health,workers'compensations,and unemployment)from an employer other than the State of Florida. 35. Insurance Requirements. During the Contract term,the Contractor at its sole expense shall provide commercial insurance of such a um type and with such terms and limits as maybe reasonably associated with the Contract. Providing and maintaining adequate insurance Contract No.ES008 Packet Pg. 1363 J.2.b coverage is a material obligation of the Contractor. Upon request,the Contractor shall provide certificate of insurance. 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 authorized or eligible to write policies in Florida. 2 36. Warranty of Authority. Each person signing the Contract warrants that he or she is duly authorized to do so and to bind the 00 respective parry to the Contract. 2 0 37. Warranty of Ability to Perform. The 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. The 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 U other state or the federal government. The Contractor shall immediately notify the Customer in writing if its ability to perform is 0 compromised in any manner during the term of the Contract. � c� 38. Notices. All notices required under the Contract shall be delivered by certified mail, return receipt requested, by reputable air courier service,or by personal delivery to the agency designee identified in the original solicitation, or as otherwise identified by the Customer. Notices to the Contractor shall be delivered to the person who signs the Contract. Either designated recipient may notify the other,in writing,if someone else is designated to receive notice. - 39. Leases and Installment Purchases. Prior approval of the Chief Financial Officer(as defined in Section 17.001,F.S.)is required for State agencies to enter into or to extend any lease or installment-purchase agreement in excess of the Category Two amount 0, 0. established by section 287.017 of the Florida Statutes. 40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). Section 946.515(2), F.S. requires the following statement to be included in the solicitation: "It is expressly understood and agreed that any articles which are the subject of, or required to carry out, the Contract shall be purchased from the corporation identified under Chapter 946 of the Florida Statutes (PRIDE)in the same manner and under the same procedures set forth in section 946.515(2)and(4)of the Florida Statutes; and for 0 purposes of the Contract the person,firm,or other business entity carrying out the provisions of the Contract shall be deemed to be C3 substituted for the agency insofar as dealings with such corporation are concerned." Additional information about PRIDE and the products it offers is available at http://www.pridefl.com. U) 2 41. Products Available from the Blind or Other Handicapped. Section 413.036(3), F.S. requires the following statement to be included in the solicitation: "It is expressly understood and agreed that any articles that are the subject of,or required to carry out, w this contract shall be purchased from a nonprofit agency for the Blind or for the Severely Handicapped that is qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the same procedures set forth in section 413.036(1) and(2), Florida ° Statutes; and for purposes of this contract the person,firm,or other business entity carrying out the provisions of this contract shall 2 be deemed to be substituted for the State agency insofar as dealings with such qualified nonprofit agency are concerned." Additional 0 information about the designated nonprofit agency and the products it offers is available at http://www.respectofflorida.org. 0 0 42. Modification of Terms. The Contract contains all the terms and conditions agreed upon by the parties,which terms and conditions shall govern all transactions between the Customer and the Contractor. The Contract may only be modified or amended upon mutual written agreement of the Customer and the Contractor. No oral agreements or representations shall be valid or binding upon the Customer or the Contractor. No alteration or modification of the Contract terms, including substitution of product, shall be valid or binding against the Customer. The Contractor may not unilaterally modify the terms of the Contract by affixing additional terms to product upon delivery (e.g.,attachment or inclusion of standard preprinted forms,product literature,"shrink wrap"terms 'm accompanying or affixed to a product,whether written or electronic)or by incorporating such terms onto the Contractor's order or 0- fiscal forms or other documents forwarded by the Contractor for payment. The Customer's acceptance of product or processing of W documentation on forms furnished by the Contractor for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions. 00 CD CD 43. Cooperative Purchasing.Pursuant to their own governing laws,and subject to the agreement of the Contractor,other entities may be permitted to make purchases at the terms and conditions contained herein. Non-Customer purchases are independent of the agreement between Customer and Contractor,and Customer shall not be a parry to any transaction between the Contractor and any other purchaser. a U State agencies wishing to make purchases from this agreement are required to follow the provisions of s.287.042(16)(a),F.S.This Z, statute requires the Department of Management Services to determine that the requestor's use of the contract is cost-effective and in the best interest of the State. c� Contract No.ES008 Packet Pg. 1364 J.2.b 44. Waiver. The delay or failure by the Customer to exercise or enforce any of its rights under this Contract shall not constitute or be deemed a waiver of the Customer's right thereafter to enforce those rights,nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. 45. Annual Appropriations. The State's performance and obligation to pay under this contract are contingent upon an annual 50 appropriation by the Legislature. 2 0 46. Execution in Counterparts. The Contract may be executed in counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 47. Severability. If a court deems any provision of the Contract void or unenforceable,that provision shall be enforced only to the U extent that it is not in violation of law or is not otherwise unenforceable and all other provisions shall remain in full force and effect. 0 c� P 0- 4- 0 0 0. 0. c� X 0 U U) 0 2 0 0 0 C14 c14 cN 0 00 c� 0 U c� Contract No.ES008 Packet Pg. 1365 10 f noadd ) pe4noexe- -1-1 s 3',u8S Ou'JeW 3100H 044O O J01 800S3ej4u0 WM43e44V to a to N p T OTHER NON-PROFIT d o � w 51%OR MORE MINORITY O COMMUNITY SERVED v o N Z 51%OR MORE MINORITY o 0. 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U w o ., U o o o W a A U � State of Florida Department of Environmental Protection 0 Pumpout Service Area Map 0 Exhibit F 0 u Remainder of page intentionally left blank- CL 4- 0 76 0 CL CL X u U) 0 .2 0 0 0 w C14 C14 Q C14 CL U- 0 00 Q Q (n w 0 u E Contract No.ES008 Packet Pg. 1367 10 f noadd ) pe4noexe- -1-1 s 3',u8S Ou'JeW 3100H 04490O O JOI SOOS33 a 'aO WM43e44V co w to M Ci r 7 L Gam. 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Contract No.ES008 Packet Pg. 1377 J.2.b State of Florida Department of Environmental Protection Mobile Vessel Pumpout Service 0 Sample Registration Form 0 Exhibit H 0 u Remainder of page intentionally left blank c� LM 0- 4- 0 76 0 CL CL c� X u 2 0 0 w CN cN cN CL 00 c� Cu 0 u c� Contract No.ES008 Packet Pg. 1378 J.2.b Mobile Vessel Pumpout Service SAMPLE REGISTRATION FORM 0 Registration Information: Please complete the following required information to request temporary mobile vessel pumpout services provided by the Contractor on behalf of the Department of Environmental Protection. Services are anticipated to be provided from through . Services will be available to anchored vessels in the following anchorages: Little Basin, Big Basin, Windley/Wilson Key, Windley/OV Basin, Community Harbor, Buttonwood to Sound, Tarpon Basin and Jewfish Creek, Sugarloaf Sound, Niles Channel, Newfound Harbor, Koehn Basin, Wisteria, Fleming Key, Cow Key (North), Cow Key (South), Boca Chica Basin.. E c� Registered Vessels Information: Once an application is received, your vessel will be registered for service. Upon first service, a monthly endorsement sticker will be placed on the vessel and you will be provided an orange pumpout flag to be flown when service is requested. This flag shall be flown from a visible location aboard the vessel. Service will be 6 provided only when the pumpout flag is properly displayed. For each new month of service thereafter, a new endorsement sticker will be placed on the vessel. This sticker shall serve as documentation for compliance with 0. the Monroe County Proof of Pumpout Ordinance 015-2017. A weekly service schedule will be made available at_Contractor's link . Every effort will be made to provide your vessel with a routine, weekly pumpout service if requested. However, weather, safety or other scheduling considerations cannot guarantee that you will be provided service on a routine schedule. Shoreside pumpout xw stations are also available throughout Monroe County. A list of available shoreside facilities can be found at TBD. For more info, please contact or First Name Last Name: Mailing Address, City, State, Zip 0 0 Email Address (optional) Phone Contact Name (if different from above) Contact Phone (if different from above) C4 cN Are you a Monroe ❑ Yes Vessel Registration Number County Resident? ❑ No (or USCG Documentation Number) 0 00 Registration: ❑ In-State ❑ Out-of-State Vessel Make/Model: Vessel Type: ❑ Sail Vessel ❑ Power Length: 0 U Vessel Name: E (If none, enter "No Name") c� Contract No.ES008 Packet Pg. 1379 J.2.b Holding Tank Capacity: Waste Outlet Location: ❑ Starboard (Gallons) ❑ Port Vessel Location/Anchorage*: GPS Latitude (if known): GPS Longitude (if known): ❑ Little Basin ❑ Sugarloaf Sound Format DMS (e.g. 24°34'18.07" N) DMS Format(e.g. 81°48'38.75"W� 5 ❑ Big Basin ❑ Niles Channel ❑ Windley/Wilson Key ❑ Newfound Harbor ❑ Windley/OV Basin ❑ Little Basin Detailed Location Description: ❑ Community Harbor ❑ Wisteria ❑ Buttonwood Sound ❑ Fleming Key U ❑ Tarpon Basin ❑ Cow Key N ❑ S ❑ ❑ Jewfish Creek ❑ Boca Chica Basin *NOTE:only vessels anchored in these locations will be considered for pumpout service at this time ❑ Year Round Local Liveaboard ❑ Only Once ❑ Seasonal Local Liveaboard 0 1 anticipate 6 ❑ Weekly ❑ Transient Cruiser needing service: Vessel Use: ❑ Bi-Weekly ❑ Recreational Use/Non Liveaboard ❑ Monthly ❑ Commercial Use < ❑ Other- Please specify: Special Notes/Additional Information: c� X U U) 0 Registration Acknowledgment: 2.1 • 1 understand that it is my responsibility to ensure this vessel and all waste valves are in the proper position for waste collection. • 1 understand that I will not receive mobile pumpout service unless I display the orange pumpout flag indicating a request for pumpout services. • 1 understand that weather and other scheduling and health or safety considerations may impact receiving pumpout 0 services. 0 • 1 understand that the Department of Environmental Protection, Monroe County and Contractor will not for any reason in connection with or in relation to the provision of the service be responsible or liable for any damages including but not limited to vessel defects or improper installation of holding tank systems. • 1 understand that the Department of Environmental Protection, Monroe County and Contractor's services personnel may need to board this vessel, if necessary, to perform the service. • Service will not be provided to a vessel that does not have sewage to be pumped, and I will not receive a monthly CN endorsement sticker if services have not been provided. cN • Service may be denied for any reason including but not limited to if the vessel is not properly equipped to provide for a safe, secure pumpout as determined by the pumpout vessel operator. • By executing this Registration Form, I attest that I am legally authorized to authorize provision of the service by the 0 Department of Environmental Protection, Monroe County and Contractor , and that I assume all liability, and shall 00 indemnify and hold harmless the Department of Environmental Protection, Monroe County and Contractor for the provision of the service pursuant to their reliance upon the truth and accuracy of this executed Registration Form. • 1 understand the above terms, and authorize Department of Environmental Protection, Monroe County and Contractor's personnel to perform pumpout services aboard my vessel. 0 U Signature Date mm/dd/yyyy c� Contract No.ES008 Packet Pg. 1380 J.2.b State of Florida Department of Environmental Protection a� Service Records and Maps 0 Exhibit I 0 c� Primary Anchorages in the Florida Keys with Number and Location of Anchored Vessels receiving Mobile Vessel Pumpout Service 0 6-16-2020 Overview The Monroe County Mobile Vessel Pumpout Service is provided to vessel owners throughout the Florida Keys as a means of reducing or eliminating the adverse environmental impacts associated with the illegal 0 discharge of sewage into the federally designated No-Discharge Zone. The Service's first priority is 4- providing service to anchored-out vessels. o 0 This report provides information on the number and locations of anchored-out vessels that currently receive 0. pumpout service by Monroe County's Contractor. In addition, nearby shoreside pumpout facilities < (including current cost per pumpout-subject to change without notice) are provided on the following maps a for reference. c� X This report is based on best available data from pumpout logs for the month of June 2019. This period is 0 considered"off-season" for vessels at anchor. Therefore, these numbers are conservative and anticipated to U be higher during the winter months when activity is greater. U) 0 c� Number of Proximity to Anchored Nearest Shoreside Region (Service Area) Primary Anchorages Vessels Pumpout Facility Serviced (in miles)* Wisteria 42 2 Fleming Key 55 1 0 Lower Keys Cow Key(North) 10 <1 (Key West to Stock Island) Cow Key(South) 12 2 Boca Chica Basin 20 4 0 SUBTOTAL 139 Sugarloaf Sound 5 22 N Lower Keys Niles Channel 2 14 Q (Sugarloaf to Big Pine Key) Newfound Harbor 9 14 CL Koehn Basin 2 8 SUBTOTAL 18 0 00 Middle Keys N/A N/A N/A Little Basin 4 <1 Big Basin 4 <1 Windley (Wilson Key) 3 4 Windley (OV Basin) 6 3 0 Upper Keys Community Harbor 9 <1 Buttonwood Sound 3 10 Tarpon Basin 5 5 c� Jewfish Creek 8 6 SUBTOTAL 42 * o& pg vessel draft and mast height restrictions. Nearest facility may not be appropriate for nil Packet Pg. 1381 10 f noadd ) pe4noexe- -1-1 s 3',u8S Ou'JeW 3100H 04490O O JOI SOOS33 a 'aO WM43e44V N a co m N T G. Q� J4 CN 0- i, hrf r�r v i „ y w eC eC r r ,ytiW4 III i Il II � OI x s� o w 0 U ly Q O U 10 f noadd ) pe4noexe- -1-1 s 3',u8S Ou'JeW 3100H 04490O O JOI SOOS33 a 'aO WM43e44V m a co m N T G. Q� U _ a U) r CA a " � G a �i a � ��+ � + �i i!t''`�'yN p ° �m�' �'W.,,r✓ w �' � �;m yi!v, I � I I wdA m Frl pp� b I r ,Ur ' o �IX ra � p o 1 i u �i p "% ''a wGG�w Jrp�G ",��� ,ti.�� ,✓m7 ��r'ti Z 0 U 10 f noadd ) pe4noexe- -1-1 s 3',u8S Ou'JeW 3100H 04490O O JOI SOOS33 a 'aO WM43e44V v a co m N T G. Q� per, u a� -J J V mn nlii v w•� 4 Fi GA � u m , p w to co (D . V � i 9) N V o' > in i N Q i i it /(Mf N •l / r A� , �,,!, l �� r'✓ � � ,/ �� 1, r lac 0 r rx � ff ,,� U ly Q O U 10 f noadd ) pe4noexe- -1-1 s 3',u8S Ou'JeW 3100H 04490O O JOI SOOS33 a 'aO WOwI43e44V LID a co m N T G. Q� a � (. r r r�r I ' JT r ria � t o � r a) > %° f r "o v Y it ern O � O V 1 iiiiiii K 'IIBMn c � r 5 ►2i w� PQ to "an �43 r rr , 0 w 0 U ly Q O U J.2.b Tavernier and Key Largo Anchorages 0 0 I i YI Je fi hd CreeK 0 8 e Is), Trpar� IE3lr� , 0 Buttmr�u �3 peers 0 Community H (9 vessels l R, C1J Q C1J 0- ro l"k U- 00 u, 0 U E Contract No.ES008 Packet Pg. 1386 J.2.c AMENDMENT NO. 1 TO CONTRACT NO. ES008 BETWEEN FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION AND ON THE HOOK MARINE SERVICES, LLC This Amendment to Contract No. ES008, (Contract) is made by and between the Department of Environmental Protection (Department), an agency of the State of Florida, and On The Hook Marine Services, LLC 930 Truman Ave#75, > Key West, Florida (Contractor), on the date last signed below. 0 WHEREAS,the Department entered into the Contract with the Contractor for Mobile Vessel Pumpout Services, as described more fully in Attachment 3, Scope of Work,which was procured under DEP Solicitation No. 2022006 effective November 23, 2021; and - U) 0 c� WHEREAS,the parties wish to amend the Contract as set forth herein. NOW THEREFORE,the parties agree as follows: 0 1. Attachment 3, Scope of Work, is hereby deleted and replaced with Attachment 3-A, Revised Scope of Work. All CL references in the Contract to Attachment 3, Scope of Work, shall hereinafter refer to Attachment 3-A, Revised Scope CL of Work. 2. Attachment 5, Price Sheet, is hereby deleted and replaced with Attachment 5-A, Revised Price Sheet. All references c in the Contract to Attachment 5, Price Sheet, shall hereinafter refer to Attachment 5-A, Revised Price Sheet.The L_ number of gallons pumped/off loaded are calculated using the time pumped times the gallons/minute of the pump. U 3. Exhibit I, Service Records and Maps, is hereby deleted and replaced with Exhibit I-A, Revised Service Records and Maps. All references in the Contract to Exhibit 1, Service Records and Maps, shall hereinafter refer to Exhibit I-A, t0 Revised Service Records and Maps �y 4. Exhibit F is revised to add the following maps: Service Areas, Fat Deer Marathon Pumpout Zone, Outside Boot Key c� Harbor Marathon Pumpout Zone, Rodriguez Key, Pennekamp Mooring Field Key Largo Pumpout Zone 5. Exhibit I is revised to add the following 4 maps: Key Largo- Pennekamp and Rodriguez Key; Marathon- Fat Deer Key CL and Outside Boot Key Harbor 0 6. All other terms and conditions of the Contract remain in effect. If and to the extent that any inconsistency may > 0 appear between the Contract and this Amendment,the provisions of this Amendment shall control. CL CL The parties agree to the terms and conditions of this Amendment and have duly authorized their respective representatives to sign it on the dates indicated below. c� On The Hook Marine Services, LLC Florida Department of Environmental Protection Digitally signed by Adam Blalock Adam Blalock Date.2022.03.21 08 00 51 00 By: By: oaoo Title: Contract Manager Secretary or Designee By: Kimberly Stamps By: E Date: 3/15/2022 Date: Contract No. ES008 Amendment No. 1 1of2 Rev.09.202021 Packet Pg. 1387 J.2.c List of attachments/exhibits included as part of this Contract: Specify Type/ Letter Description Attachment 3-A Revised Scope of Work(4 pages) Attachment 5-A Revised Price Sheet (1 page) Exhibit I-A Revised Service Records and Maps (9 pages) Exhibit F Additional Pumpout Service Area Map (5 pages) > 0 -REMAINDER OF PAGE INTENTIONALLY LEFT BLANK- 0 U) 0 U 0 I E 0 0 U 0 U 0 CL �9 �9 4- 0 0 I I U X 00 U Contract No. ES008 Amendment No. 1 2of2 Rev.09.202021 Packet Pg. 1388 STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION REVISED SCOPE OF WORK ATTACHMENT 3-A 1. Scope of Work The Contractor shall provide mobile vessel sewage pumpout services to anchored-out vessels in service areas (zones)throughout waters of the Florida Keys within Monroe County,Florida as outlined in > Exhibit F, Pumpout Service Area Map. This pumpout service is being provided by the Florida Department of Environmental Protection to vessel owners to reduce or eliminate the adverse environmental impacts associated with the illegal discharge of sewage into the waters of the Florida Keys,which under federal law prohibits discharging sewage into waters within the Florida Keys National Marine Sanctuary(the "Florida Keys No-Discharge Zone"), and in conformity with Monroe County "- W Board of County Commissioners (BOCC)Proof of Pumpout Ordinance as authorized by Section 0 327.60(4),Florida Statutes, ("mobile pumpout service", "mobile pumpout service operations", or "Service"/"service"). The Service should include a sufficient number of suitably equipped pumpout vessels,vessel operators, 0 and management and management support staff to pumpout anchored vessels located throughout the E waters of the Florida Keys within Monroe County and provide required documentation of pumpouts via CL daily logs and required reports. 0 A detailed waste offloading/disposal plan shall be used that includes detailed information on anticipated offloading locations,operational details,and disposal methods. 0 c� 2. Definitions In this Contract,the following terms shall be defined as set forth below: 0 U No Discharge Zone(NDZ)—The United States Environmental Protection Agency in 2002 established a No Discharge Zone ("NDZ") for state waters surrounding the Florida Keys. In 2010 the NDZ was c� expanded to encompass all waters within the Florida Keys National Marine Sanctuary. Clean Vessel Act(CVA) -In 1992,the Clean Vessel Act was signed into law to reduce water pollution _ by prohibiting vessels from discharging raw sewage into fresh water or coastal saltwater. The act 4- established a federal grant program, administered by the U.S. Fish and Wildlife Service,to fund sewage c M disposal facilities. CL GPS Monitoring Device -an electronic monitoring device on a vessel that shows the location of the CL pumpout vessel and/or trucks working. Using software, it tracks the location,gallons pumped,run-time, and logs the activity. 3. Contractor Responsibilities a. Deliverables. The Contractor shall provide the following deliverables: 00 1. Mobile Vessel Pumpout Service The Contractor shall provide the Service which shall provide a suitable number of marine pumpout vessels and service hours/days to provide approximately 500 pumpouts per month for the pumpout .. service area outlined in Exhibit F, Pumpout Service Area Map. The Service shall be provided at no charge to all anchored vessels located within the boundaries of the Pumpout Service Area Map(Exhibit F),in the waters of Monroe County within the Florida Keys,up to a maximum of one pumpout per week to each individual vessel served. Vessel waste shall be offloaded and disposed of properly. Refer to Exhibit I, Service Records and Maps, for disposal locations. The Contractor shall perform the service in a reasonable manner, ensuring that 1) sufficient Packet Pg. 1389 pumpouts are being provided to vessel owners and 2)pumpouts are being performed only as necessary to ensure cost reasonableness (e.g. weekly pumpouts shall not be performed for a vessel that only needs bi-weekly or monthly service). F J.2.c 2. Service Areas (zones) The Contractor shall provide services in the geographic zones as outlined in Exhibit F, Pumpout Service Area Map. The service area are: Key West, Stock Island, Marathon, Lower Keys, Islamorada, and Key Largo. Each Service Area contains multiple anchorage areas. 3. Staffing The Contractor shall, at its own expense,provide all office and field personnel and staff required or reasonably necessary to perform and complete all duties and obligations required under this contract. U) All personnel and staff engaged in performing activities, duties, or services pursuant to this contract > or in the performance of activities associated with this contract shall be professionally competent, and fully qualified, authorized, and permitted under all federal, State, and local laws, ordinances, 0 rules, and regulations,to perform such activities, duties, or services. The Contractor's personnel shall not be considered"employees"of or be understood or deemed to have any individual legal relationship or privity with,contractual or otherwise,with the Department. U) 0 The primary duties of office personnel shall include,but shall not be limited to: 2 • Coordinating pumpout schedules; • Registering customers for service; • Obtaining registrants' contact information and location for pumpout service; and • Acting as an accessible and responsive point of contact for the Florida Fish and Wildlife CL Conservation Commission (FWC) concerning "Proof of Pumpout" of vessels located in Monroe County waters. CL aL Z The primary duties of field personnel shall include,but shall not be limited to: c • Operating a pumpout vessel(s) on a weekly schedule within their designated service areas; 0 • Maintenance of an adequate supply of identification decals,monthly endorsement stickers, and orange pumpout flags; and • Continuous regular maintenance of written daily pumpout log to ensure they are filled out entirely in a concise,readable format for review. U 0 S 4. Registration of Customers Vessel owners are required to register for pumpout service with the Contractor,which shall assist in streamlining the service through a)utilization of`identification decals' indicating participation in the Service and b) orange flags to be flown when in need of a pumpout. All such decals and flags shall be provided by the Contractor at no cost to the Department. - 76 Registration forms for participation in the service shall be made available online through a website hosted by the Contractor,which the Contractor shall continuously maintain and ensure is available CL CL and accessible to the public at all times. A sample registration form is provided by the Department < for the Contractor's use as Exhibit H. The Contractor shall submit to the Department all registration information as provided on the sample registration form (Exhibit H) for each customer registered for service. Upon online registration,the Department shall be provided an auto-generated copy of the completed form via email by the Contractor. Registration forms shall also be made available directly from the Contractor's field personnel in each area of service. Additionally,the Contractor may also provide registration forms at various marine facilities throughout Monroe County. The Contractor 00 shall be responsible for creating and entering the registration information into a registration log for submittal to the Department. Registration to participate in the service shall be free for participants. Each participant must submit his or her registration information to the Contractor,which shall be entered into the service schedule by the Contractor. Upon the first service by the Contractor's pumpout vessel to the serviced vessel, field personnel shall a)provide an orange pumpout flag to the < vessel owner/operator explaining the requirements for displaying the flag to receive service and b) affix the identification decal to the bow of the serviced vessel, adjacent to the location of its state vessel registration decal or waste pumpout location. An identification decal may not be provided to a vessel owner or affixed to a vessel unless it has been serviced by the Contractor's pumpout vessel,and service shall not be provided to any ve packet Pg. 1390 (which does not have sewage to be pumped) simply for the purpose of acquiring an identil decal. Service may also be denied if the vessel to be pumped is not properly equipped, as determined by the Contractor,to provide for a safe, secure pumpout(for example, improper deck fittings, sewage lines,etc.)which may reasonably result in a sewage leak or other breakdown, danger, or malfunction. After the first service by the Contractor,a vessel owner/operator wishing to receive subsequent pumpout services shall display(i.e. hoist)the orange pumpout flag when service is requested in order to receive pumpout service. The Contractor shall not pumpout a vessel that does not display the orange pumpout flag even if the vessel is registered for routine service. The Contractor shall be responsible for lowering the pumpout flag at the completion of the service so the vessel owner can confirm that service was received. The vessel owner/operator shall be required to hoist the flag again to receive subsequent pumpout service. > The Contractor shall ensure that a service schedule for each service area is continuously available for 0 access by the public on the Contractor's website. The registration forms provided on said website shall contain: 0 • The anchored location of the vessel (latitude/longitude and anchorage name); • The registration(or documentation)number and state of registration; U • Whether the vessel owner/operator is a Monroe County resident; • The size and type of the vessel; • The capacity of the holding tank(s) and waste outlet location(s); • The name of the vessel; CL • Contact information for the vessel owner and/or operator including phone,email and mailing address; • A point of contact listed for the vessel; Z Anticipated service need e. only once weekly,biweekly or monthly); and p ( g... y � Y� Y Y)� • Vessel use category(e.g. year-round local liveaboard vs.transient cruiser). 0 c� The registration form must be signed by the vessel owner and/or its operator and must expressly authorize the Contractor to pumpout the participating vessel and to board the participating vessel to 0 facilitate performance of a pumpout,if necessary. U 0 S For each new month of Service,the vessel owner/operator shall be provided a monthly endorsement sticker to be adhered to the identification decal as an acceptable proof of pumpout for compliance with Monroe County's Proof of Pumpout Ordinance. CL 5. Public Education - The Contractor shall continuously maintain a website in support of the pumpout service. In addition, the Contractor shall develop and provide registration packets in support of the pumpout service. In partnership with Monroe County,the Contractor shall also provide public education materials and CL CL other instructional materials to the boating community. All educational materials shall primarily focus upon the importance of clean water to the environment and public health of the Florida Keys and its residents and visitors, and the pollution impacts of sewage discharge into the environment. The Contractor shall also ensure that these materials are available on its website and provide the following link to the Monroe County website: I'Atp://www.nnonnnoecovu�nty i govlpvumpovu't. The 00 Contractor may further distribute these materials to facilities such as marinas,boating-related businesses,public facilities,and other locations where they may be reasonably accessed by the boating public. In addition,FWC officers and staff may also distribute these materials. 6. Coordination with the Department,Monroe County staff and FWC The Contractor shall, at any and all times requested by the Department,Monroe County or FWC, identify to the requestor any occupied vessels that are not participating in the service or that are not requesting pumpouts. 7. Monitoring Devices The Contractor shall install appropriate GPS monitoring devices on all pumpout vessels(and pumpout trucks,as applicable)for remote tracking of activities. The monitoring device shall track the location of each pumpout vessel,pumpout vessel activity, locations of pumpout customer packet Pg. 1391 duration of pumping time. Such equipment of monitoring device(s) shall at all times comply Florida Statue 934.425. An associated data software service shall be subscribed to for use of the monitoring device, and for logging pumpout vessel activity through the term of this Contract. These devices shall be kept maintained and operable for the term of this contract. The Contractor shall make the monitoring data accessible for review by the Department and Monroe County by submitting access information (i.e. log-in credentials)for the monitoring device data account. 8. Daily Pumpout Logs The Contractor shall complete and submit a daily pumpout log for each day of service per pumpout vessel and must be signed by the Pumpout Captain. A sample daily pumpout log is provided by the Department for the Contractor's use as Exhibit G. The log shall include the service area/anchorage area,date of service,vessel location,vessel registration number,vessel name,in/out of state U) registration, estimated gallons pumped per vessel,and offloading location. The following items shall > be totaled at the bottom of each pumpout log: • The total number of pumps; 0 • The total number of in-state and out-of-state vessels serve; • The total estimated volume of sewage pumped; and • The total number of offloaded gallons as specified below. U) The number of gallons pumped per vessel must be rounded to the nearest whole number and be c� based on the average rate of flow of the pumpout vessel's pump. If a vessel requests service but no sewage is pumped,this service shall not be included in the total number of pumps and will not be compensated for payment. CL CL 9. Quarterly Pumpout Report The Contractor shall submit a signed quarterly pumpout report containing each service area as well 0 as a summary of all service areas provided under this Contract. L_ 4- • Monthly and Quarterly total number of pumpouts performed; • Monthly and Quarterly total number of in-state vessels and out-of-state vessels pumped out; • Monthly and Quarterly total estimated volume of sewage (in gallons)pumped out; U t3 • Monthly and Quarterly total number of gallons offloaded; • Monthly and Quarterly total number of individual vessels pumped out; • Monthly and Quarterly total number of vessels pumped out(for the entire service area and broken down by vessel location); • Methods and location of waste disposal utilized; • Gallons of fuel used in performance of this Contract; - • Any education and outreach activities provided or performed in connection with this Contract; M and > 0 • The service schedule for each service area. C, CL c� X 00 c� Packet Pg. 1392 J.2.c State of Florida Department of Environmental Protection Revised Price Sheet On the Hook Marine Services LLC 6 Attachment 5-A The Contractor's fixed price per pumpout is an all-inclusive rate to provide the services as specified in the Scope of Work.The Contractor will be paid for services actually rendered. c� 0 INITIAL CONTRACT TERM 2 Service Area (zone) Fixed Price 0 CL (Per pumpout) CL Key West $ 52.00 0 Stock Island $ 52.00 0 Marathon $52.00 c� Lower Keys $ 70.00 0 U Islamorada $ 52.00 Key Largo $ 52.00 P CL 4- RENEWAL CONTRACT TERM c 76 0 L_ CL CL Service Area (zone) Fixed Price (Per pumpout) c� Key West $ 53.50 Stock Island $ 53.50 00 Marathon $53.50 LO 4i Lower Keys $ 72.50 Islamorada $ 53.50 Key Largo $ 53.50 Packet Pg. 1393 J.2.c � o CD � O CD CDo (D ~' c (Duq �. �,o �• C� o (D U) c o p ¢ o O U) CD CD > � O o n t7 Co :° Z CD p 0 CD rr CL rr y C CD O C N rt m �p Vf G N P p H �, ¢ CDCD S X m rt C)' (D 0- CD 3 •G n (D CD O ¢ rr CD C rn 7c rn D -I ¢ O C n (D ED N ~' O .. 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CLi u r 9 00 y� Q CD %i x`7 w � dS J � Packet Pg. 1397 J.2.c „1 t) f > M 0 �I l i e) 0 �J ,2 0 ✓,r 0 CL o 4- O u tz co as i® 0 b u a s r, u x 1 0 U�Q " rD > v' 0 L- CL !%J / C, co CD I 8 CD h a u Packet Pg. 1398 J.2.c ��, � fluui��u��4�����E'��I��V6u �IiIVIIIIIu�IIVVu�iOid�a,;ipu III IVVI�1�4�«����� u U)i� 1 Su > N I Its 0 <G � I iF u 45, ou C 0 is a U) U ��VVVVVVVV�VVVVVVuVV', i a.a CL ffi CIS � uuu jV r <Tf fD U / V � cs fIllri' 0 0 , C. � I a. 1 w (� 00 00 en as I Packet Pg. 1399 J.2.c Tavernier and Key Largo Anchorages far„% U) fl Jew fish Creek veseels i vessels 0 C, CL 0 f c� 0 U c� pd u 0 0 Community �H (9 veeeel 00 +; Q E U Packet Pg. 1400 J.2.c Rodrigues Key Anchorage 1,V)tilpalu¢iS8"qiu.,tl,niyau�la }�4kxp�w�raa5�rv��ti�r�;N; "«ourn&k airnri but. i8? cairn�n erani aoutat„ ,' d2 aiMb'Ilr G,iIll l uvrraauau� u Vta y��'uFyprti Keys Lugo q�2 0 U l�yflayrVau atIRe Resort, N�splal�,dyuyRn�Vymjphr, sW 0 ulna a t�h�r d'Narararll-a aaai V arya U a.a Edaduguez Key >;�+ ' 0 C, E Sr lbuuhhviIII R i,a"Ji ipft S,1.1w CL 0 Pennekamp Mooring Field Anchorage 0 c� 0 c� Oild Rd Johan 1�eniiidkarnp, CL A Keys Gift Co Cm"fl 1 ,I&-/, p 0 ta-to ��airf 1) Cor4� Reef Slla[,a'wDr > C, CL pnlrlr Field) 00 II.a Pibrna Hr,uuse, (ey Largo I Packet Pg. 1401 J.2.c Marathon Zone Fat Deer Key Anchorage U) pan 0 Point c� c �"A U) a� e u"Y Fat Deer Hey stite P?A, 0 CL Rai pu aiiurn Eincrunters 0 Fi uril. U n It �, t Ccinri l�Iuuvmt M pocih ,0 �g NviY all labk v "" gl 0 U LSY Outside Boot Key c� Harbor Anchorage rsr Vf b�1�4118Pp( CL W If3�iy Beat.ilfrui of II-Colel. 4— ,,;F"'yaten fiVutrre�a llde.,auVip�V�1 0 9 achll Club ''� Bolt 4Ce7,Harbor G� ZL Ida oll'8, ,pa „' CL' CL Pi ,, Diu ui.a;1No�.tl h'�wi ✓ , db a.a dS x w 00 Gil Baot way;. Ffl, ch Packet Pg. 1402 State of Florida Department of Environmental Protection Pumpout Service Area Map Exhibit F—Additional Maps U) U) 0 �Pum you tbServlce Areas 0 U) 0) 0 CL E 0 0 0 U Pumpout Service Areas Service Area Islarnorada Key Largo 4- 0 Lower Keys 76 Slock Island 0 CL Key,West C:M Niarall"ton ........................................................................................................................................................................................................................................... .............................. X W 00 Q Q (n W E Packet Pg. 1403 1 / Ptripk Ka RIA i Fat De�" KcOiy ..' i ^i N 100% Terra lea Data SItl"�1CYA;A�Y S`�I�yy,f�Ca�4�GE� 6 <���/ ,,: 800 m *ff A, 4+ J rr rr / / f rrrr r Key � n "s, g/ Google 0 1 DB% Imagery date:12/31/17-newer TerraMetrics Data 810,NOAA,U.S.Navy,NGA,GEBCG 1,000 m *ff 4+ ' • 1 n oll ii, " Cora i Reel IPerk,� , / �1 /; ",, lafM enne arfte Park VMZI, ✓ tl r '�J'", „rG&��hre i� r�/`�iH,"; �✓: Pennekan"Yp , r� M ✓ Mooring i/iir y Field ��' ' / J✓ �r pr7p' V 4 J4 p>/ r r � i, f ^�,.�ry�l GNn i ii � �� i 1 ✓f / � r r r ° � � r/ i r�� ✓i i i y N a✓r� � ��r r'rn 6✓�wr�Lily � rl ✓ i r / � � r r ii,,/ +� aco 6e 0 100% imagery date:12/31/17-newer � 100 m � *if A, 4+ J.2.c n Key Largo Pumpout Zone U) U) a� 0 4- 0 c� l� ��'I PVPfffEy, 1111 0 1, C E IY. i CL ' Y I I� 0 17iii Y p ��1 rv', uiil 5,�, 0 a.x U 0 imagery date: "uE L59 L59 4- 0 0 L- CL CL U x 00 U Packet Pg. 1407 J.2.d AMENDMENT NO. 2 RENEWAL NO. 1 TO CONTRACT NO. ES008 BETWEEN FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION AND ON THE HOOK MARINE SERVICES, LLC This Amendment to Contract No. ES008, as previously amended, (Contract) is made by and between the Department of Environmental Protection (Department), an agency of the State of Florida, and On the Hook Marine Services, LLC, 930 Truman Ave#75, Key West, Florida 33040 (Contractor), on the date last signed below. 0 WHEREAS,the Department entered into the Contract with the Contractor to provide Mobile Vessel Pumpout U) Services to anchored-out vessels in six(6) service areas throughout waters of the Florida Keys,which was procured 0 under DEP Solicitation No. 2022006 effective November 23, 2021; and WHEREAS, the parties wish to amend the Contract as set forth herein. CL NOW THEREFORE,the parties agree as follows: CL 1. The Contract is renewed for a 3 year period to begin July 01, 2022, and remain in effect until June 30, 2025. The Department and the Contractor shall continue to perform their respective duties during this renewal period 0 pursuant to the same terms and conditions provided in the Contract. 0 c� 2. All other terms and conditions of the Contract remain in effect. If and to the extent that any inconsistency may appear between the Contract and this Amendment,the provisions of this Amendment shall control. U The parties agree to the terms and conditions of this Amendment and have duly authorized their respective representatives to sign it on the dates indicated below. c� On the Hook Marine Services, LLC Florida Department of Environmental Protection CL Adam Blalock Digit ally signed by Adam Blalock 4— By: —6 By: Date:2022.06.,,12:1642-04'00' 0 Title: Owner Secretary or Designee > 0 L_ CL 6/2/2022 I Date. Date: List of attachments/exhibits included as part of this Contract: X Specify Type/ cv Letter Description 00 N/A -REMAINDER OF PAGE INTENTIONALLY LEFT BLANK- E U Contract No. ES008 Amendment No. 2 1of1 Rev.12.27.21 Packet Pg. 1408