Item K2
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: April 19. 2006
Division:
Growth Management
Department: Planning
Bulk Item: Yes X
No
Staff Contact Person: Jose Papa
AGENDA ITEM WORDING:
Approval of a 3-party contract with Otak Group Inc. and the State of Florida Department of Environmental
Protection, Office of Greenways and Trails to perform construction services for safety upgrades at Stock Island, Big
Coppitt Key and Big Pine Key on the Florida Keys Overseas Heritage Trail.
ITEM BACKGROUND:
The Florida Keys Overseas Heritage Trail (FKOHT) is a multi-purpose recreational trail designed to stretch from
Key Largo to Key West. Part of the project is to provide safety upgrades on substandard sections of the Overseas
Heritage Trail to accommodate a new bike path. As part of Monroe County's commitment to the project, the BOCC
allocated funding to complete various phases of the project.
PREVIOUS RELEVANT BOCC ACTION:
May 18, 2000-Resolution 205-2000-A Resolution to allow the FDEP to design, build, and maintain the Florida Keys
Overseas Heritage Trail.
February 21, 200l-Resolution No. 84-2001~ A resolution transferring $527,974.55 from Roadway Impact Fees as a
50/50 fund match for CIGP funds to be used for safety upgrades on the Overseas Heritage Trail.
CONTRACT/AGREEMENT CHANGES:
N/A
STAFF RECOMMENDATION:
ApprovaL
TOTAL COST:
$664.170
BUDGETED: Yes
X No
COST TO COUNTY: $332,085
SOURCE OF FUNDS: FDOT Contract AL-14q
125-50511 ~530490-GW0205
REVENUE PRODUCING: Yes
NoX
AMOUNT PER MONTH
Year
APPROVED BY:
County Atty X
OMB/Purchasing X
Risk Management~
DIVISION DIRECTOR APPROVAL:
DOCUMENT A TION:
Not Required
Included X
DISPOSITION:
AGENDA ITEM #
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Office of Greenways and Trails Contract # -
Otak Group Inc. Effective Date:
Expiration Date:
Contract Purpose/Description:
Three pany contract between Monroe County, DEP-Office of Greenways and Trails, and Otak
Group Inc. to perfonn construction services for safety upgrades at Stock Island. Big Coppitt Key,
and Big Pine Key on the Florida Kevs Overseas Heritage Trail.
Contract Manager: Jose Papa 2514 Planning and
Environmental
Resources
(Name) (Ext.) (Department/Stop #)
for BOCC meeting on April 19.2006 Agenda Deadline: April. 4, 2006
CONTRACT COSTS
Total Dollar Value of Contract: $ 664,170
Budgeted? YesC2J No 0 Account Codes:
Grant: $ 332,085
County Match: $ 0
Current Year Portion: $ 664,170
125-50511-530490-GW0205
- -
---~-
Estimated Ongoing Costs: $Q/yr
(Not included in dollar value above)
ADDITIONAL COSTS
For:
(eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIE\V
Changes Date Out
Date In Needed Reviewer
Division Director - YesDNoD
Risk Management - YesD NoD
O.M.B./Purchasing - YesD NoD
County Attorney - YesD NoD
Comments:
OMB FOilll Revised 2/27/01 MCP #2
DEP Contract No. DCMl
CONTRACT
THIS CONTRACT (the "Contract") is entered into between rhe STATE OF FLORIDA DEPARTMENT OF
ENVIRONMENTAL PROTECTION, OFFICE OF GREENWAYS AND TRAILS, whose address is 3900
Commonwealth Boulevard, MS #795, Tallahassee, Florida 32399-3000 (hereinafter referred to as the
"Department"), MONROE COUNTY, FLORIDA, c/o Monroe County Growth Management Division, 2798
Overseas Highway, Suite 410, Marathon, Florida 33050 (hereinafter referred to as the "County") and OTAK
GROUP, INC., a Florida corporation, whose address is 85663 Avant Road, Yulee, Florida 32097 (hereinafter
refeo'ed to as the "Contractor"),
In consideration of the mutual benefits to be derived herefrom, the Department, the County and Contractor do
hereby agree as follows:
1, A. The Department and the County do hereby retain the Contractor to perform construction services
for the proper execution and completion of the trail safety improvements on that portion of the
Florida Keys Overseas Heritage Trail located on Stock Island, Big Coppitt Key and Big Pine Key
(the "project"), The Contractor does hereby agree to perform such work upon the terms and
conditions set forth in tbis Contract, Attachment A, Attachment B, all attachments and exhibits
named herein, Bid No. BD&C 13-05/06, all addenda and the completed bid form which are all
incorporated by rderence as part of tbis Contract
B. In the event of conflict in the provisions of said contract documents named above, the provisions
of this Contract shall control over the General Conditions of the Contract for Construction AlA
Document A~20l, 1997 Edition, (hereinafter referred to as AlA Document A-201),
2. The Contractor shall perform the services in a proper and satisfactory manner as determined by the
Department Any and all equipment, products, labor and materials necessary to perform this Contract
shall be supplied by the Contractor, unless otherwise specified herein.
3, The Contractor shall perform as an independent contractor and not as an agent, representative, or
employee of the Department or the County.
4> A As consideration for the services rendered by the Contractor under the terms of this Contract the
County shall pay the Contractor on a lump sum basis as specified in Attachment A. Request for
payment must be in a form satisfactory to the County Clerk (the "Clerk"), The request must
describe in detail the services performed and the payment amount requested. The consultant as
specified in Attachment A (the "Consultant") must submit request for payment and progress
reports to the Department's project manager, who reviews the request, shall note their approval on
the request and forward it to the Clerk for payment. If request for payment is not approved, the
Department's project manager must inform the Consultant in a writing that must include an
explanation of the deficiency [hat caused the disapproval of the request When the Clerk receives a
request for payment, the Clerk shal! pay the request in the amount approved by the Department's
project manager pursuant to Chapter 218, Part VII, Florida Statutes, the Local Government Prompt
Payment Act
B, Contractor acknowledges and agrees that the Department shaH not be responsible for payment of
the Contract Sum as specified in Attachment ;\ ("Contract Sum"). Contractor acknowledges that
the County is solely responsible for payment of the Contract Sum and shall hold harmless the
Department against any liability, claims. judgments or cost of whatsoever kind and nature related
to the Contract Sum,
DEP Contract Noc DC641 Page 1 of 11
5. This Contract shall begin upon execution and end 12 months after final completion. During this 12
month period after final completion, the Contractor shall repair or replace any defective materials or
workmanship free of charge to the Department and the County. Work shall not begin before the date
established in the Notice to Proceed. In accordance wim Section 287.058(2), Florida Statutes, me
Contractor shall not be eligible for reimbursement for services rendered (such as labor for preparation
and execution of the bid or travel necessitated by the bid process) prior to the execution date of this
Contract.
6. MONROE COUNTY'S PERFORMANCE AND OBLIGATION TO PAY UNDER THIS
CONTRACT IS CONTINGENT UPON AN ANNUAL APPROPRIATION BY THE COUNTY
COMMISSION.
7. Pursuant to Scction 215.422, Florida Statutes, the Department's Project Manager shall have five (5)
working days, unless otherwise specified herein, to inspect and approve the services for payment. After
inspection, the Department shall submit a request for payment to the County. Invoices which have to
be returned to the Contractor for correction(s) will result in a delay in the payment to the Contractor.
8. The Contractor shall indemnify, protect, defend, save and hold harmless the State of Florida, the
Department and the County against any and all liability, claims, judgments or costs of whatsoever kind
and nature for injury to, or death of any person or persons and for the loss or damage to any property
resulting from the use, service, operation or performance of work under the terms of this Contract,
resulting from the negligent acts of the Contractor, his subcontractor, or any of the employees, agents
or representatives of the Contractor or subcontractor.
9. A. The Department or the County may terminate this Contract at any time in the event of the failure of
the Contractor to fulfill any of its obligations under this Contract. Prior to termination, the
Department or the County shall provide ten (10) calendar days written notice of its intent to
terminate and shan provide the Contractor an opportunity to meet with the Department or the
County regarding the rcason(s) for termination wimin thirty (30) days. If the meeting does not
result in agreement or me Contractor fails to request such meetings, the Contract will be
considered terminated the day after the meeting was scheduled.
B. The Department or the County may terminate this Contract withont cause and for its convenience
by giving thirty (30) calendar days written notice to the Contractor. When notified of such
termination, Contractor shall present all final invoices for all work performed on me project that is
authorized by this Contract within thirty (30) days of receipt of such notice. Any invoice not
timely or properly submitted shall not be paid.
C. In me event of early termination by me Department or the County, the County shall evaluate the
degree of project completion which can be achieved through only the County's contractual
responsibility for funding and the County's ability to provide the inspection services committed
herein by the Department. Should County determine that continuation of this Contract between the
two remaining parties is not in the best interests of the public, the County may, after providing the
Contractor with ten (l0) days proper written notice terminate its obligations under this Contract.
When notified of such termination, Contractor shall present all final invoices for all work
performed on the project that is authorized by this Contract within thirty (30) days of receipt of
such notice. Any invoice nor timely or properly submitted shall not be paid. In no event shall the
County make payment for any work performed after the effective termination date.
D. The County may terminate this Contract at any time in the event of the failure of the Department to
fulfill any of its obligations under this Contract. Prior to termination, the County shall provide ten
(IO) calendar days written notice of its intent [0 terminate and shall provide the Department an
opportunity to meet wim the County regarding the reason(s) for termination within thirty (30) days
after receiving notice of County's intent to terminate this Contract. If the meeting does not result
in agreement or if me Department fails to request a meeting, this Contract will be considered
DEI' Contract No. DC641 Page 2 of 1 t
terminated the day after this meeting was scheduled. When notified of such termination, Contractor
shall present all final invoices for all work performed on the project that is authorized by this
Contract within thirty (30) days of receipt of such notice. Any invoice not timely or properly
submirted shall not be paid. In no event shall the County make payment for any work performed
afterthe effective termination date.
E. The Department or the County may terminate this Contract because of the failure of the other party
to perform its obligations under this Contract. If the County terminates this Contract because of
the Department's failure to perform, then the County must pay the Department the amount duc for
all work satisfactorily completed as determined by the County up to the date of the Department's
failure to perform by rdnus any damages the County suffered as a result of the Department's
failure to perform. The damage amount must be reduced by the amount saved by the County as a
result of the Contract termination. When notified of such termination, Contractor shall present all
fi.nal invoices for all work performed on the project that is authorized by this Contract within thirty
(30) days of receipt of such notice. Any invoice not timely or properly submitted shall not be paid.
In no event shall the County make payment for any work performed after the effective termination
date.
F. Notice shall be sufficient if delivered personally or by certified mail to the address set forth in
paragraph 10.
lO. Any an an notices shan be hand delivered or sent by certified mail return receipt requested to the
parties at the following addresses:
Contractor
Aaron T.Kato., President
OTAK Group, Inc.
85663 Avant Road
Yulee, Florida 32097
Department
Michael Renard, Contract Manager
State of Florida
Department of Environmental Protection
hand delivery to:
Alfred B. Maclay Gardens State Park
3540 Thomasville Road
Thomasville Road, Building B-1
Tallahassee, Florida 32309
or by mail to:
3900 Commonwealth Boulevard
MS# 520
Tallahassee, Florida 32399-3000
AND
Randy Smith, Project Manager
Office of Greenways and Trails
Department of Environmental Protection
3900 Commonwealth Boulevard
MS#795
TalJahassee, Florida 32399-3000
AND
Jose Papa, AlCP
Bicycle-Pedestrian Planning Coordinator
Monroe County Planning Department
2798 Overseas Highway, Suite #410
Marathon, Florida 33050
AND
Suzanne Hutton, Esq.
County Attomey, Monroe County
P.O. Box 1026
Key West, Florida 33041
DEP Contract NG. DC641 PagE 3 of 11
Any change in address shall be provided by the changing party within ten (l0) days after the change.
11. This Contract may be unilaterally canceled by the Department or the County for refusal by the
Contractor to allow reasonable public access to all documents, papers, letters, or other material made or
received by the Contractor in conjunction with this Contract, unless the records are exempt from
Section 24(a) of Article I of the Florida Constitution and Section 119.07(1), Florida Statutes.
12. The Contractor shall maintain books, records and documents directly pertinent to performance under
this Contract in accordance with generally accepted accounting principles, consistently applied. The
Department, the State of Florida, the County, or their authorized representatives shall have access to
such records for audit purposes during the term of this Contract and for five years foHowing Contract
completion or if there is a pending claim, dispute, or litigation, for three years following final
determination of such matter. In the event any work is subcomracted, the Contractor shall similarly
require each subcontractOr to maintain and allow access [Q such records for audit purposes for the same
time period.
13. The Department's project manager is Randy Smith (telephone number 850-245-2989) or his successor.
The Contractor's project manager is Aaron Kato, (telephone number 904~225-2588) or his successor.
All matters shall be directed to tbe project managers for appropriate action or disposition.
14. A. The Contractor covenants that it presently as no interest and sball not acquire any interest which
would conflict in any manner or degree with the performance of services required.
E. No member, officer or cmployee of the Contractor or the locality during his tenure, or for two
years thereafter, shall have any interest, direct or indirect, in this contract or the proceeds thereof.
The Contractor shall bc responsible for including this provision in all subcontracts issued as a
result of this Contract.
15. This Contract has been delivered in thc State of Florida and shall be construed in accordance with the
laws of florida. Wherever possible, each provision ot' this Contract shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this Contract shall be
prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Contract. Any action hereon or in connection herewith shall be brought in Leon
County, Florida.
16. No delay or failure to exercise any right, power or remedy accruing to either party upon breach or
default by either party under this Contract shall impair any such right, power or remedy ot' either party;
nor shall such delay or failure be construed as a waiver of any such breach or default, or any similar
breach or default thereafter.
] 7. The Contractor recognizes that the State of Florida and the County, by virtue of sovereignty, are not
required to pay any taxes on the services or goods purchased under the terms of this Contract.
18, This Contract is neither intended nor shall it be construed to grant any rights, privileges or interest in
any third party without the mutual written agreement of the parties hereto.
19. ~Vith regard to the Department: No person, Oil the grounds of race, creed, coJor, national origin, age,
sex, or disability, shall be excluded from participation in; be denied the proceeds or benefits of; or be
otherwise subjected to discrimination in performance of this Contract The Contractor also agrees to
comply with the following non,discrimination requirements:
A. Title VI of the Civil Rights Act of 1964 (42 USC SS 2000d et seq.) and the regulations of the
Federal Department of Transportation issued hereunder, which prohibit discrimination on the
DEP Contract No. DCM1 Page 4 of It
grounds of race, color or national origin under programs or activities receiving Federal financial
assistance; and,
B. The Americans witb Disabilities Act of 1990 (42 USC SS 12101 et seq") prohibiting
discrimination on the basis of disability under programs, activities. and services provided or made
available by state and local governments or instrumentalities or agencies thereto. as well as public
or private entities that provide transportation.
With regard to the Countv; Contractor agrees that there will be no discrimination against any person,
and it is expressly understood that upon a determination by a court of competent jurisdiction that
discrimination has occun-ed, this Contract automatically terminates without any furtber action on the
pan of any party, effective the date of the court order. Contractor agrees to comply with all federal and
Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include
but are not limited to; 1) Title VI of t11c Civil Rights Action of 1964 (PL 88.352) which prohibits
discrimination on the basis of race, color, or national origin; 2) Title IX of the Education Amendment
of 1972 as amended (20 USC ss. 1681.1683, and 1685~1686), which prohibits discrimination on the
basis of sex; 3) Section 504 of the Rehabilitation Act of 1973 as amended (20 USC s. 794), which
prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended
(42 USC ss. 610 1-6107), which prohibits discrimination on the basis of age; 5) The Drug Abuse Office
and Treatment Act of 1972 (PL 92.255), as amended, relating to nondiscrimination on the basis of drug
abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and
Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of
alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912 ss. 523 and 527 (42 USC ss,
690dd-3 an 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records;
8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et. Seq.) as amended, relating to
nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of
1990 (42 USC s, 1201 Note), as maybe amended from time to time, relating to nondiscrimination on
the basis of disability; 10) Monroe County Code Ch. 13, Art. VI prohibiting discrimination on the basis
of race, color, sex. Religion, disability, national origin, ancestry, sexual orientation, gender identity or
expression, familial status or age; and 11) any other nondiscrimination provisions in any federal or state
statutes which may apply to the parties to, or the subject matter of, this Contract.
20.
The Contractor agrees to ensure that Disadvantaged Business Enterprises as del1ned in applicable
federal and state regulations. have the opportunity to participate in the performance of this Contract. In
this regard, the Contractor shaH take all necessary and reasonable steps in accordance with applicable
federal and state regulations, to ensure that the Disadvantaged Business Enterprises have the
opportunity to compete for and perfonn subcontracts,
21.
An entity or affiliate who has been placed 011 the discriminatory vendor list may not submit a bid on a
contract to provide goods or services to a public entity, may not submit a bid on a contract with a
public entity for the construction or repair of a public building or public work, may not submit bids on
leases of real property to a public entity, may not award or perform work as a contractor, supplier,
subcontractor, or consultant under contract with any public entity, and may nor transact business with
any public entity. The State of Florida Department of Management Services is responsible for
maintaining the discriminatory vendor list and intends to post the list on its website. Questions
regarding the discriminatory vendor list may be directed to tbe State of Florida Department of
Management Services, Office of Supplier Diversity at telephone number (850) 487~0915,
22.
This Contract is an exclusive contract for services and may not be assigned in whole or in part without
the prior written approval of the Department and the County.
')~
-".
A. The Contractor shall not subcontraCL, assign, or transfer any work under this Contract without the
prior written consent of the Department's contract manager. The Contractor agrees to be
responsible for the fulfillment of all work elements included in any subcontract consented to by the
Depanmenr and agrees to be responsible for the payment of all monies due under any subcontract.
DEP Contract No. DCMl Page 5 of t 1
It is understood and agreed by the ContractOr that the Department and the County shaH not be
liable to any subcontractor for any expenses or liabilities incurred under the subcontract and that
the Contractor shall be solely liable to the subcontractor for all expenses and liabilities incurred
under the subcontract
B. The Department supports diversity in its procurement program and requests that a]] subcontracting
opportunities afforded by this Contract embrace diversity enthusiastically. The award of
subcontracts should reflect the full diversity of the citizens of the State of Florida. The
Department will be glad to furnish a list of minority owned businesses for consideration in
subcontracting opportunities.
24. It is expressly understood and agreed that any articles which are the subject of, or required to calTY out,
this Contract shall be purchased from the corporation identified under Chapter 946, Florida Statutes, if
available, in the same manner and under the same procedures set forth in Section 946.515(2) and (4)',
Florida Statutes; and for purposes of this Contract the person, firm or other business entity carrying out
the provisions of this Contract shall be deemed to be substituted for this agency insofar as dealings with
such corporation are concerned.
The "corporation identified" is Prison Rehabilitative Industries and Diversified Enterprises, Inc.
(P.R.LD,E.) which may be contacted at:
P.R.LD.E.
12425 28'h Street North
St. Petersburg, Florida 33716-1826
Telephone: 1-800-643-8459
Website: VlWW. pridefl, com
25. It is expressly understood and agreed that any articles that are the subject of, or required to carry out,
this Contract shall be purchased from a nonprofit agency for the blind or for the severely handicapped
that is qualified pursuant to Chapter 4 13, Florida Statutes, in the same manner and under the same
procedures set forth in Section 413.036(1) and (2), Hodda Statutes; and for purposes of this Contract
the person, firm, or other business entity carrying out the provisions of this Contract shall be deemed to
be substituted for the state agency insofar as dealing with such qualified nonprofit agency are
concerned.
The "nonprofit agency" identified is RESPECT of Florida which may be contacted at:
RESPECT of Florida
2475 Apalachee Parkway, Suite 205
Tallahassee, Flotida 32301-4946
(850) 487-1471
Website: Vlvrw. respectofflorida, orq
26. A. To the extent required by law, the Contractor win be self-insured against. or will secure and
maintain during the life of this Contract, workers' compensation insurance for all of his employees
connected witb the work of this project and, in case any work is subcontracted, the ContTactor shall
require the subcontractor similarly to provide workers' compensation insurance for all of the latter's
employees unless such employees are covered by the protection afforded by the Contractor. Such
self-insurance program or insurance coverage shall comply ful1y with the Florida workers'
compensation law, In case any class of employees engaged in hazardous work under this Contract
is not protected under workers' compensation statutes, the Contractor shall provide, and cause each
subcontractor to provide, adequate insurance satisfactory to the Department, for the protection of
his employees not otherwise protected.
DE? Contract No, DC641 Page 6 of 11
B. Prior to the commencement of work governed by this Contract, the Contractor shall obtain
Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes.
C. In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than:
$500,000 Bodily Injury by Accident
$500,000 Bodily IrJury by Disease, policy limits
$500,000 Bodily Injury by Disease, each employee
27. A. The Contractor shall secure and maintain commercial general liability insurance including bodily
injury, property damage, personal and advertising injury, and products and completed operations.
This insurance will provide coverage for ail claims that may arise from the services and/or
operations completed under this Contract, whether such services and/or operations are by the
Contractor or anyone directly or indirectly employed by the Contractor. Such insurance shall
include a hold harmless provision in favor of the State of Florida, the Department, the Board of
Trustees of the Internal Improvement Trust Fund and the County and also include the State of
Florida, the Department, the Board of Trustees of the Internal Improvement Trust Fund and the
County as additional named insureds for the entire term of this Contract. The minimum limits of
liability shall be $1,000,000.00 for each occurrence and $2,000,000.OOio the aggregate,
R The Contractor shall secure and maintain commercial automobile liability insurance for all claims
which may arise from the services and lor operations under this Contract, whether such services
andlor operations are by the Contractor or by anyone directly, or indirectly employed by him. The
minimum limits of liability shall be as follows:
$1,000,000.00 automobile liability combined single limit for company owned vehicles,
if applicable
$1,000,000.00 hired and non-owned liability coverage
C. The County shall be named as additional insured on all policies issued to satisfy insurance
req nirements.
D. The Contractor shall secure and maintain. if applicable, during the life of this Contract a "Builders
Risk Policy," All Risks Form issued on a completed value basis. Installation floaters and other
inland marine forrfL'; may be utilized where applicable when they are in the best interest of the State
of Florida,
E. All insurance policies shall be insurers licensed or eligible to do business in the State of Florida.
The Contractor's current certificate of insurance shall contain a provision that the insurance will
not be cancelled for any reason except after thirty (30) days written notice [Q the Department's
Contract Administrator, Bureau of General Services, Procurement Section, State of Florida
Department of Environmental Protection, 3900 Commonwealth Boulevard, MS#93, Tallahassee,
Florida 32399-3000 and to Monroe County Department of Risk Management, 1100 Simonton
Street, Key West, Florida 33040.
28. The Department may at any time, by written order designated to be a change order, make any change in
the work within the general scope of this Contract (e.g., specifications, time, method or manner of
performance, requirements, etc.). All change orders are subject to the mutual agreement of both parties
as evidenced in writing. Any change order which causes an inerease or decrease in the Contractor's
cost or time shall require a formal amendment to this Contract.
29. No member or delegate to the Congress of the United States shall be admitted to any share or part of
the Contract or any benefit arising therefrom.
DEP Coniract No. DC641 Page 7 of 11
30. The employment of unauthorized aliens by the ContracIOr/vendor is considered a violation of 8 U.S.c.
S 1324a. If the Contractor/vendor knowingly employs unauthori",ed aliens, such violation shall be
cause for unilateral cancellation of this Contract. The Contractor shall be responsible for including this
provision in aU subcontracts with private organizations issued as a result of this Contract.
31. A person or affiliate who has been placed on the convicted vendor list following a conviction for a
public entity crime may not perform work as a grantee, contractor, supplier, subcontractor, or
consultant under a contract with any public entity, and may not transact business with any public entity
in excess of the threshold amount provided in Section 287.017, Florida Statutes, for Category Two, for
a period of 36 months from the date of being placed on the convicted vendor list. If the Contractor is
placed on said list, after this Contract is executed, the Department may terminate the Contract in
accordance with Section 287.133. Florida Statutes, and paragraph 10 of this Contract.
32. A. If the Contractor brings to the performance of this Contract a pre-existing patent or copyright, the
Contractor shall retain all rights and entitlements to that pre-existing patent or copyright.
Otherwise, it is expressly agreed that the work performed under this Contract is a work for hire.
B. [f any discovery or invention arises or is developed in the course of, or as a result of, work or
services performed under this Contract, or in any way connected herewith, the Contractor shall
refer the discovery or invention to the Department's Contract Manager for a determination whether
patent protection will be sought in the name of the State of Florida. Any and all patent rights
accruing under or in connection with the performance of this Contract arc hereby reserved to the
Stare of Florida. In the event that any books, manuals, films, or other copyrightable material are
produced, the Contractor shall notify the Department. Any and all copyrights accruing under or in
connection with the performance under this Contract are hereby reserved to the State of Florida.
All materialS to which the Department is to have patent rights or copyrights shall be marked and
dated by the Contractor in such a manner as to preserve and protect the legal rights of the
Department.
C. Prior to the initiation of services under this Contract, the Contractor shall disclose, in writing, all
intellectual properties relevant to the performance of this Contract which the Comractor knows or
should know, could give rise to a patent or copyright The Contractor shall retain all rights and
entitlements to any pre"existing intellectual property which is so disclosed. Failure to disclose will
indicate that no such property exists. The Department shall then, under paragraph B above, have
the right to all patents and copyrights which arise as a result of performance under this Contract.
D. The terms and conditions specified in paragraphs A, B, and C above shall also apply to any
subcontract made under this Contract. The Contractor shall be responsible for infonning the
subcontractor of the provisions of this section and obtaining disclosures.
33. A. All rights and title to works for hire under this Contract, whether patentable or copyrightable or
not, shall belong to the Department and shall be subject to the terms and conditions of this
Contract.
B. The computer programs, materials and other information furnished by the Department to the
Contractor hereunder shall be and remain the sole and exclusive property of the Department, free
from any claim or right of retention by or on behalf of the ComractoL The services and products
listed in Attachment A shall become the property of the Department upon the Contractor's
performance and delivery thereof. The Contractor hereby acknowledges that said computer
programs, materials and other information provided by the Depanment to the Contractor
hereunder, shall be and remain confidential and proprietary in nature to the extent provided by
Chapter 119, Florida Statutes, and that the Contractor shall not disclose, publish or use same for
any purpose other than the purposes provided in this Contract; provided, however, upon the
Contractor first demonstrating to the Depanment's satisfaction that such information, in part or in
whole, (1) was already known as the COlltractor prior to its receipt from the Department; (2)
DEP Contract No. DCM] Page 8 of l!
became known to the Contractor from a source other than the Department; or (3) has been
disclosed by the Department to third parties without restriction, the Contractor shall be free to use
and disclose same without restriction. Upon completion of the Contractor's performance or
otherwise cancellation or termination of this Contract, the Contractor shall surrender and deliver to
the Department. freely and voluntarily, all of the above-described information remaining in the
Contractor's possession,
C. The Contractor warrants that all materials produced hereunder will be of original development by
the Contractor and will be specifically developed for the fulfillment of this Comract and will not
knowingly infringe upon or violate any patent, copyright, trade secret or other property right of any
third party, and the Contractor shall indemnify, protect. defend, save and hold the Department
harmless from and against any loss, cost, liabiJity or expense arising out of any breach or claimed
breach of this warranty.
34, The Contractor shall comply with all applicable federal, stare and local rules, regulations and
ordinances in providing services to the Department under this Contract. The Contractor acknowledges
that this requirement includes compliance with all applicable federal. state and local health and safety
rules and regulations. The Contractor further agrees to include this provision in all subcontracts issued
as a result of this Contract.
35. Time is of the essence in performance of each and every term or condition of this Contract.
36. The Contractor shall stop work and immediately notify the Department's project manager when
archaeological material (human remains, bones, pottery, anowheads, building foundations, ete) are found
during construction.
37. A. In accordance with Executive Order 12549, Debarment and Suspension (43 CPR 12), the
Contractor shall agree and certify that neither it, nor its principals, is presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily from participation in this
transaction by any Fcderal department or agency; and that the Contractor shall not knowingly enter
into any lower tier contract, or other covered transaction, with a person who is similarly debarred
or suspended from participating in this covered transaction, unless authorized in writing to the
Department.
B. Upon execution of this Agreement by the Contractor, the Contractor shall complete, sign and
return a copy of the form entitled "Certification Regarding Debarments, Suspension, Ineligibility
and Voluntary Exclusion ~ Lower Tier Federally Funded Transactions", attached hereto and made
a part hereof as Attachment B.
C. As required by paragraphs A and B above, the Contractor shall include the language of this
section, and Attachment B in all subcontract or lower tier agreements executed to support the
Contractor's work under this Contract.
38. The Contractor certifies that no federal appropriated funds have been paid or win be paid, on or after
December 22, 1989, by or on behalf of the Contractor, to any person for influencing or attempting to
influence an officer or employee of an agency, a Member of Congress, an officer Of employee of
Congress, Of an employee of a Memher of Congress in connection with the awarding, renewal,
amending or modifying of any Federal contract, grant, or cooperative agreemenL If any non~Fcdera]
funds are used for lobbying act.ivities as described above, the Contractor shall submit Attachment C,
Standard Form-LLL, "Disclosure Form to Report Lobbying" (attached hereto and made a part hereof),
and shall file quarterly updates of any material changes. The Contractor shall require the language of
this certification to be included in all subcontracts, and all subcontractor shan certify and discloseoaccordingl y.
DEI' Contract No. DC641 Page 9 of 11
39. The Contractor and all subcontractors shall comply with the Copeland "AntiKickback" Act 18 USC
S 874.
40. This Contract represents the entire agreement of the parties. Any alterations, variations, changes,
modifications or waivers of provisions of this Contract shall only be valid when they have been reduced
to writing, duly signed by each of the parties hereto, and attached to the original of this Contract, unless
otherwise provided herein.
41. The Contractor hereby agrees that he has carefully examined the project site for which he shall provide
services and has made investigations to fully satisfy himself that such site(s) is (are) correct and
suitable for this work and he assumes full responsibiHty therefor. The provisions of this Contraei shall
control any inconsistent provisions contained in the Scope of Work which is attached hereto as
Attachment A. The Scope of Work has been read and carefully considered by the Contractor, who
understands the same and agrees to its sufficiency for the work [0 be done. Under no circumstances,
conditions, or situations shall this Contract be more strongly construed against the County or
Department than against the Contractor.
42. Any ambiguity or uncertainty in the specifications shall be interpreted and construed by the Depaliment
and County, and their decision shall be final and binding upon all parties.
43. The passing, approval, andior acceptance by the Department and/or County of any of the services
furnished by the Contractor shall not operate as a waiver by the Department and/or County of strict
compliance with the terms of this Contract and Scope of Work. Failure on the part of the Contractor,
inunediately after Notice to Correct, shall entitle Department and/or County, to correct the same and
recover the reasonable cost of such replacement and/or repair from the Contractor, who in any event
shall be jointly and severally liable to the Department and County for all damage, loss, and expense
caused to the Department and County by reason of the Contractor's breach of this Contract and/or its
failure to comply strictly and in all things with this Contract and with the specifications.
44. The Contractor shall not pledge the Department's or County's credit or make it a guarantor of payment
or surety for any comract, 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 Contract
45. If any term, covenant, condition or provision of this Contract (or the application thereof to any
circumstance or person) shall be declared invalid or unenforceable to any extent by a court of
competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Contract shall
not be affected thereby; and each remaining tenu, covenant, condition and provision of this Contact
shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of
the remaining terms, covenants, conditions and provisions of this Contract would prevent the
accomplishment of the original intent of this Contract. The County, Department, and Contractor agree
to reform this Contract to replace any stricken provision with a valid provisions thal comes as close as
possible to the intent of the stricken provision.
REiHAINDER OF PAGE INTENTIONALLY LEFT BLANK
DEP Contract No. DeMl Page 10 of 11
The parties have caused this Contract to be duly executed, the day and year last written below.
OTAK GROUP. INC., a .Florida corporation
By:
(Contractor's Authorized Signatory*)
STATE OF FLORIDA DEPARTMENT OF
ENVIRONMENT AL PROTECTION,
OFFICE OF GREENW A YS AND TRAILS
~
(Print Signatory's Name and Title)
By:
Secretary or Designee for the State of Florida
Department of Environmental Protection
3900 Commonwealth Boulevard
Tallahassee, Florida 32399
(CORPORA TE SEAL)
Title:
krlt~~~Cc.lv~'-t
)-]koLP
Date:
Date:
Approved as to form and legality:
(Company Address)
\.
;:2L--
(City, State and Zip Code)
MONROE COUNTY, FLORIDA
By its Board of County Commissioners
FEID No.
By
*
Mayor Charles (Sonny) McCoy
(OFFICIAL SEAL)
Contractor's Remittance Address:
Date:
Approved as to form and legality:
(Address)
(City, State and Zip Code)
County Attorney
*For contracts with governmental boards/commissions: If someone other than the Chairman signs this Contract, a
resolution, statement or other document authorizing that person to sign the Contract on behalf of the Contractor must
accompany the Contract.
List of attachments/exhibits included as part of this Contract:
Attachment
Attachment
A
B
Scope of Work (6 Pages)
Certification Regarding Debarments, Suspension, Ineligibilitv and
Voluntary Exclusion.LowerTier Federally Funded Transacti~ns (2 Pages)
Disclosure of Lobbying Activities (2 Pages)
Attachment
C
DEP Contraot No. DC641 Page 11 of 11
ATTACHMl'~NT A
Scope of Work
ARTICLE 1. THE WORK
1.1 The Contractor shall perform all the work required by the contract documents and provide for the proper
execution and completion of the trail safety improvements on that portion of the Florida Keys Overseas
Heritage Trail located on Stock Island, Big Coppitt Key and Big Pine Key.
1.2 All modifications pursuant to executed change orders processed as stipulated in the contract documents
shall become part of the Contract. The original contract, the bid documents, all amendments thereto, and
all change orders are hereinafter referred to as the "Contract."
ARTICLE 2. THE CONSULTA....."",H
The Consultant for this project is WilsonMiller, Inc.
ARTICLE 3. TIME OF COMMENCEMENT AND COMPLETION AND LIQUIDATED DAMAGES
3.] The work to be performed under this Comract shall commence upon notification within ten (10) calendar
days after the date of the Department's Notice to Proceed, at which time the Contractor shall mobilize on
site and proceed with construction. The Contractor shall execute the work with diligence and dispatch so
as to maintain such schedules and milestones as established by the progress schedules. The work shall be
substantially completed within two hundred forty (240) calendar days after the date of the Notice to
Proceed and shall be finally completed within thirty (30) calendar days after the date of substantial
completion,
3.2 Liquidated Ql1!Jlages For Failure to Complete On Time
Because failure to complete the project within the time fixed in Article 3.1 will result in substantial injury
to the Depattment and to the County, and as damages arising from such failure cannot be calculated with
any degree of certainty, the Contractor agrees that if the project is not substantially completed, according
to the definition of "Substantial Completion" as contained in the specification terminology, unless a later
time, is agreed to by the parties in accordance with the Contract, the Contractor shall pay to the
Department and to the County liquidated damages for such delay, and not as a penalty, three hundred
dollars ($300,00) for each and every calendar day elapsing between the date fixed for substantial
completion in Article 3.1 and the date such substantial completion shall have been accomplished. The
Contractor also agrees that if this project is not finally completed, in accordance with the Contract the
Contractor shall pay the Department and the County, as liquidated damages for such delay, and not as a
penalty, one-half of the rate indicated above. Said liquidated damages, not to exceed twenty percent
(20%) of the total cost of the project, shall be payable in addition to any excess expenses or costs payahle
by the Contractor to the Department and to the County under the provisions of Article 14 AlA Document
A-2m, and shall not exclude the recovery of damages by the Department and the County under the
Contract except for Conu'actor's delays. The Department and the County shall each be entitled to receive
fifty percent (50%) of all liquidated damages paid by the Contractor pursuant to this Article 3.2.
This provision for liquidated damages for delay shall not affect the Department's or the County's right to
terminate the Contract. The Department's or the County's exercise of the right to terminate shall nm
release the Contractor from his obligation to pay said liquidated damages in the amount set out herein.
The Contractor further agrees that the County may deduct from the balance retained by the County under
the Contract the liquidated damages stipulated herein or in Article 3.3, or such portion thereof as the said
retained balance will cover.
DEI' Contract No. DC641, Attachment A. Page] of 6
3.3 Liquidated Damages When Department or County Terminates Contract
The Department and the County are entitled to completion of the project within [he time fixed in Article
3.1 hereof or within such further time, if any, as may be allowed in accordance with the Contract. In the
event of termination of the Contract by the Department or the County prior to completion as provided in
Article 142 AlA Document A-lOI or elsewhere in t.he Contract the Contractor shall be liable to the
Department and the County for the expenses for additional managerial and administrative services
provided in said Article 14.2 and also for the per diem liquidated damages agreed upon in A.rticle 32
hereof:
(a) For each day the Contractor is arrears in his \vork at the time of said termination as
determined by the Consultant; and
(b) For each day of thirty (30) additional calendar days hereby stipulated and agreed to be
the time it will require the Department and the County to effect another Contract for
completion of the project and for resumption of work thcreon.
Provided, however, that the sum as calculated under 3.3 (a) and (b), above, shall not exceed the number of
days beyond the original agrecd completion date, or any extension thereof as herein provided, reasonably
required for completion of this project.
ARTICLE 4. CONTRACT SUM
The County shall pay the Contractor for the performance of the work, subject to additions and deduction
by Change Order as provided in the contract documents, the sum of $664.170.00 for the remainder
construction repairs as bid
The Contract Sum is comprised of the base bid from bid number BD&C 13-05106 for a total of
$664,170.00.
ARTICLE 5. PAYMENTS TO CONTRACTOR
5.1 Indemnification Rider
In addition to the Contract Sum, the County shall pay the Contractor ten dollars ($10.00) for the
Indemnification Rider prescribed in Section D-3 of the contract documents. Application for this payment
shall be submitted to the County by the Contractor simultaneously with the Contractor's execution and
delivery of the Contract to the County. Within forty. five (45) calendar days from the County's receipt of
said Application, the County shall payor calise to be paid to the Contractor said amount.
5.2 Progress Payments Against Contract Sum
Bascd upon Application for Payment submitted by the Comractor to the Consultant and Certificate of
Payment issued by the Consultant and accepted by thc Department, the County shall make progress
payments to the Contractor in accordance with the following:
5.2.1 Upon receipt, review, and approval of the work, snpporting documentation and the Certificate of Payment
the County shall process partial paymcnts up to ninety percent (90%) of that portion of the Contract Sum
properly allocable to labor, materials, and subcontractors, less the aggregate of previous payments.
The Department shall have 30 days for inspection and approval of the work, and to receive supporting
documentation, after receipt of thc Certificate of Payment.
(a) Upon receipt of payment from the County the Contractor shall promptly pay each
subcontractor the amount to which said subcontractor is then entitled, less thc
percentage actually retained, by the County for such work, if any, from payments to the
Contractor.
DEP Contmcl No. DeMl, Attachment A. Page 2 of 6
(b) The Consultant or his agent may, upon request, at his or her discretion, furnish to a
subcontractor, if practicable, infonnation regarding the percentage the Contractor
requested and the percentage allocated to the subcontractor by the Consultant
(c) Neither the Department, the County nor the Consultant shaH have any obligation to pay
or see to the payment of any monies to any subcontractor except as may otherwise be
required by law.
(d) No Certificate for Payment, whether partial or final, shall constitute an acceptance of
any work not performed in accordance with the Contract.
5.3 Payments Withheld From Contract Sum
The Consultant may decline to certify payment or, because of subsequently discovered evidence or
subsequent observations, he may nullify the whole or any part of any Certificate for Payment previously
issued, to such extent as may be necessary, in his/her opinion, to protect the Department from loss
resulting from:
(a) Defective work not remedied;
(b) Third party claims filed or reasonable evidence indicating probable filing of such
claims;
(c) Reasonable proof of failure of the Contractor to make payments properly to
subcontractors or for labor, materials or equipment;
Cd) Reasonable evidence that the work cannot be completed for the unpaid balance of the
Contract Sum;
(e) Damage to the Department or another Contractor;
CD Reasonable evidence that the work will not be completed within the time allowed in
Article 3.1; or
(g) Persistent failure to carry out the work in accordance with the Contract.
When the grounds for which payment was withheld arc remedied by the Contractor payment shall be
made [or such amount.
ARTICLE 6. FINAL PAYMENT AGAINST CONTRACT SUM
The County shaH process payment for the entire unpaid balance of the Contract Sum, less the amount of
any sums which continue to be retained to satisfy the cost of performing any change in the work which is
the subject of any claim or disputc and which has not yet been satisfactorily performed by the Contractor,
provided that the parties have not otherwise stipulated in thc .,Certificate of Substantial Completion, and
provided further that the work has been satisfactorily completed, the Contractor's obligations under the
Contract have been fully performed, the Contractor's lien waiver [umished and a final Certificate for
Payment has been issued by the Consultant.
ARTICLE 7. MISCELLANEOUS PROVISIONS
7.1 Terms used in the Contract which are defined in the bid specifications shall have the meaning designated
therein,
7.2 Harmonv
The Contractor is advised and hereby agrees to exert every reasonable and diligent effort to assure that all
labor employed by the Contractor and its subcontractors for work on the project shall work in harmony
DEP Contract No. DeMt, Attachment A, Page 3 of 6
with and be compatible with all other labor being used by building and construction contractors now or
hereafter on the site of the project. The Contractor further agrees that this provision will be included in all
subcontracts of the Contractor. Provided, however, that this provision shall not be interpreted or enforced
so as to deny or abridge, on account or membership or nonmembership in any labor union or labor
organization, the right of any person to work as guaranteed by Article I, Section 6 of the Florida
Constitution.
7.3 Apprentices
If the Contractor employs apprentices on the project, the behavior of the Contractor and the Department
shall be govemed by the provisions of Chapter 446, Florida Statutes, and by all applicable standards and
policies goveming apprentice programs and agreements established by the Division of Workforce
Development of the State of Florida Department of Education. The Contractor shall include a provision
similar to the foregoing sentence in each subcontract.
7.4 Contractor Representative
The Contractor represents and warrants that the information provided by the Contractor on Department's
Form DBC 5085 "Experience Questionnaire and Contractor's Financial Statement," which was submitted
by the Contractor to qualify for award of this Contract, and is hereby made a part of the Contract by
reference, is true, accurate and correct. The Contractor understands and agrees that materially inaccurate
information may result in immediate termination of this Contract at the Department's option.
7.5 ~ontractor' s Wark Force
The COntTactor agrees to perform no less than fifteen percent 05%) of the project construction work
utilizing its own employees. The percentage shall be calculated Oll the basis of the cost of materials and
labor utilized by the prime Contractor's own forces to the original Contract Sum, and may exceed 15%.
7.6 ContE!&1Qr's Supervision of Project
The Contractor shall provide, as a minimum, field (on site) supervision (through a named superintendent)
of each of the general, concrete forming and placement, masonry, mechanical, plumbing, electrical and
roofing trades, either through the use of his employees, or in the instance of mechanical, plumbing and
electrical trades through the use of employees of the subcontractor as shown in the Contractor's response
to Bid No. BD&C 13-05/06 and the "Experience Questionnaire and Contractor's Financial Statement",
The Contractor shall not change or deviate from these principal and supervisory personnel without the
written consent of the Department.
ARTICLE 8. CLAIMS AND DISPUTES
8.1 Arbitration Provisions Deleted
The provisions for Arbitration conditions in AlA Document A-201, are hereby eliminated.
The purpose of deleting these provisions is to exclude in their entirety each portion of the cited provisions
which relate to the arbitration of claims. so that the administrative remedy provided in Article 8.3 of this
Contract shall be exclusive, in lieu of arbitration proceedings.
8.2 Delays: Changes In the Work
Article 8.3.3 of the AlA Document A20I, General Conditions, is deleted and Contractor's remedies for
delays in the progress of the work, or for changes in the work, shall be limited to those provided in this
Article. The Contractor's exclusive remedy for delays in performance of the Contract caused by events
beyond its control shall be a claim for equitable adjustment in the Contract period provided, however,
inasmuch as the parties expressly agree that overhead costs incurred by the Contractor for delays in
performing the work cannot be determined with any degree of certainty, it is hereby agreed thar in the
event the Contractor is delayed in the progress if the work after the Notice to Proceed to Mobilize of Site
DEP Contract No. DeMl, Attachment A. Page 4 of 6
and to Pmceed With Construction for causes beyond its control and attributable only to acts or omissions
of Department, the Contractor shall be entitled to compensation for overhead and profit costs either (a) as
a fixed percentage of the actual cost of the ehange in the work, if the delay results from a change in the
work, as calculated in Section D, Contractual Conditions in the bid specifications or (b) if the delay
results from other than a change in the work, at an amount for each day of delay calculated by dividing an
amount equal to two and one-half percent (2\12%) of the original Contract Sum by the number of calendar
days of the original ContTact period.
In the event of a change in the work, Contractor's claim for adjustment in Contract Sum are limited
exclusively to its actual costs for such changes plus fixed percentages for overhead, additional profit and
bond costs, as specified in Section D, Contractual Conditions of the bid specifications,
No provision of this Contract shall be construed as a waiver of sovereign immunity by the Department or
the County.
No provision of the contract documents makes or is intended to make prOVISIons for recovery hy
Contractor of damages for delay or for breach of this Contract. All claims, disputes or controversies
under this Contract shall bc detennined and settled provided in Article 8.3 of this Contract. No claim for
breach of this Contract shall be submitted, determined, or settled under Article 8.3 of this Contract.
8.3 Disputes
Disputes shall bc resolved as follows:
8.3.1 The parties shall make a good faith attempt to resolve disagreements which may arise from time to
time by informal conference within ten (10) days of the date the matter requiring resolution arises.
8.3.2 In the event that the matter is not resolved at informal conference, the complaining party shall give
written notice of dispute to the other party within five (5) days after the informal conference. The
notice shall set out in detail all aspects of the matter [0 be resolved, including relief sought.
8.3.3 Within ten (10) days of receipt of the notice of dispute, the party shall deliver its detailed written
response to the complaining party, and a formal conference shall be convened no later that thirty
(30) days following the matter requiring resolution.
8.3.3.1 All persons necessary to resolution of the matter shall attend the formal conference,
8.332 Minutes of the formal conference shall be taken. transcribed, and signed off on by the Department
and the Connty and shall be copied to the Contractor. Contractor shall send, in writing any dispute
to the minutes within five (5) days.
8.34 In the event that the matter is not resolved at formal conference, if the parties agree in writing, the
parties may choose to mediate the matter using a certified mediatOr, preferably one who is
experienced with contract and construction law, agreed upon by both parties. The parties may
choose binding or non-binding mediation. If binding mediation is chosen, the decision of the
mediator shall be final and neither party may proceed to any other legal remedy. If mediation is
chosen, the parties shall equally split the cost of the mediator, including any travel expenses he or
she may incur.
8.35 In the event that the matter is not resolved at nonbinding mediation, complaining party shall within
twenty~one (21) days file and serve an appropriate claim as prescribed by Chapter 120, Florida
Statutes.
836 In no event shall a dispute arising under this Contract be part of any claim or count ill a complaint
filed in any court until all remedies afforded in Chapter ]20, Florida Statutes. have been
exhausted.
8.37 Venue for allY formal claim and hearing or trial in any forum shall be Leon County, Florida.
DEP Contract No. DeM!, AHacnment A, Page 5 of 6
8.38 The parties hereby waive the right to a jury trial on all issues that arise under this Contract
8.4 Interest Provision Dellli~Q
Article 13,6,1, AlA Document A-20l relating to imerest, is deleted. Any monies not paid when due to
either party under this Contract shall not bear interest except as may be required by Section 215.422(3)(b),
Florida Statutes.
8.5 Contractor Insolvency and Neglect
Should the Contractor become insolvent, or at any time refuse or neglect to supply a sufficient number of
properly skilled workers. or equipment and matcrials of the proper quality, or fail in any respect to
prosecute the work with promptness and diligence, the County shall be at liberty, after forty-eight (48)
hours written notice to th.e Contractor, to provide any such labor, equipment, and materials and County
shall deduct the cost thereof, from any money then due or thereafter to become due to the Contractor,
under this Contract.
If such refusal, neglect, or failure is sufli.cient grounds for such action, the Department shall also be at
liberty to terminate the employment of the Contractor. Consequently, the Department and the County
may eoter upon the premises to take possession, for the purpose of completing the work included under
this Contract, of all materials, tools and appliances thereon and to employ any other person or persons to
finish the work and provide the materials therefor. In case of such discontinuance of the employment, the
Contractor shall not be entitled to receive any further payment under this Contract until the said work
shall be wholly finished.
If the unpaid balance of the amount to be paid under this Contract shall exceed the expense incurred by
the County in finishing the work, such excess shall be paid by the County to the Contractor. If such
expense shall exceed such unpaid balance, the Contractor shall pay the difference to the County, The
expense incurred by the County, as herein provided, either for furnishing materials of finishing the work.
and any damage incurred through such default. shall be chargeable to the Contractor.
REAlAINDER OF PAGE INTENTIONALLY LEFT BLANK
DEP Contract No. DeM!, Attachment A, Page 6 of 6
Attachment B
CERTIFICATION REGARDING DEBARMENTS, SUSPENSION, INELIGIBILITY Al'\,1D
VOLUNTARY EXCLUSION~LOWER TIER FEDERALLY FUNDED TRANSACTIONS
Required for all contractors and subcontractors under
DEP CONTRACT NO.: DC641
L The undersigned hereby certifies that neither it nor its principals is presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participation in this transaction by any Federal department or agency.
2. The undersigned also certifies that it and its principals:
(a) Have not within a three-year period preceding this response been convicted of or had a
criminal offense in connection with obtaining, attempting to obtain, or performing a public
(Federal, State, or local) transaction or contract under a public transaction; violation of
Federal or State anti-trust statutes or commission of embezzlement, theft, forgery, bribery,
falsification or destruction of records, making false statements, or receiving stolen property.
(b) Are not presently indicted by or otherwise criminally or civilly charged by a government
entity (Federal, State, or local) with commission of any of the offenses enumerated in
paragraph 2.(a) of this Certification; and
(c) Have not within a three-year period preceding this certification had one or more public
transactions (Federal, State or local) terminated for cause or default.
3. Where the undersigned is unable to certify to any of the statements in this
certification, an explanation shall be attached to this certification.
Dated this
day oC~........._.
,2006.
By
Authorized Signature/Contractor
Typed Name(fitle
Contracror's Firm Name
Street Address
Building, Suite Number
City/State/Zip Code
Area Coderrelephone Number
DEP FORM 1.1-043 Rev(05/95)
DEP Agreement No. DC641. Attachment B, Page J of 2
INSTRUCTIONS FOR CERTIFICATION REGARDING DEBARMENT, SUSPENSION,
INELIGIBILITY, AND VOLUNTARY EXCLUSION,LOWER TIER FEDERALLY FUNDED
TRANSACTIONS
1. By signing and submitting this fonn, the certifying party is providing the certification set below.
2. The certification in this clause us a material representation of fact upon which reliance was placed
when this transaction was entered into. If it is later determined that the certifying party knowingly
rendered an erroneous certification, in addition to other remedies available to the Federal Government,
the Department of Environmental Protection (DEP) or agencies wim which mis transaction originated
may pursue available remedies, including suspension and/or debarment.
3. The certifying party shall provide immediate written notice to the persoll to which this contract is
Submitted if at any time me certifying party leams that its certification was crroneous when submitted
or has become erroneous by reason of changed circumstances.
4. The terms covered t.ransaction, debarred, suspended, ineligible, lower tier covered transaction,
Participant, person, primary covered transaction, prindpal, proposal, and voluntarily excluded, as used
in this clause, have the meanings set out in the Definitions of Coverage sections of rules implementing
Executive Order 12549. You may contact the person to which this contract is submitted for assistance
in obtaining a copy of those regulations.
5. The celtifying party agrees by submitting this contract that, should the proposed covered transaction be
entered into, it shall not knowingly enter into lower tier contract, or other covered transaction with a
person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in
this covered transaction, unless authorized by the DEP or agency wim this transaction Oliginated.
6. The certifying party further agrees by executing this COntract that it will include this clause entitled
"Certification Regarding Debarment, Suspension, Ineligibilit.y, and Voluntary Exclusion~Lower Tier
covered Transactions and in all solicitations for lower tier covered transactions and in all solicitations
for lower tier covered transactions.
7. A participam in a covered trausaction may rely upon a certification of a prospective participant in a
lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded
from the covered transaction, unless it knows that me certification is erroneous. A participant may
decide the method and frequency by which it determines me eligibility of its principles. Each
participant may, but is not required to, cheek the Nonprocurement List (Telephone No. (202) 501-4740
or (202) 501-4873).
8. Nothing contained in the foregoing shall be construed to require establishment jf a system of records in
order to render in good faith the certification required by this clause. The knowledge and information
of a participant is not required to exceed mat which is normally possessed by a prudent person in the
ordinary course of business dealings.
9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered
transaction knowingly enters into a lower tier covered transaction with a person who is suspended,
debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other
remedies available to me Federal Government, the DEP or agency with which this transaction
originated may pursue available remedies, including suspension and/or debarmem.
DEP FORM 11-043 (12/94)
DfP Agreement No. DeMl. Attachment B, Page 2 of 2
Attachment C
DISCLOSURE OF LOBBYING ACTIViTIES
Comp!ete thi, fonTI to disclose lobbying activities pursuant to 31 V.S.e. 1352
L Type of Federal Action: 2. Status of Federal Action 3. Repon Typc:
0 0 0
a. contract a. bid/ offer/application a. initial filing
b. grant b. initial award tL material change
c, cooperative agreement C. post-award
d. toan For Material Change Only:
e, loan guarantee ye;lr..__~_~..quarter~
L loan insurance date of last repQ[1~'wm_ -~~-.~
4 Name and Address of Reporting Entity: 5. If Reporting Entity in No.4 is Subawardee. Enter Name
and Address of Prime:
o Prime 0 Subawardee
Tier_4 known:
Congressional District. '1 known: Congressional District, if known:
6. Federal Dcpal1mentJ Agency: 7. Federal Program N amefDescription:
CFDA Nomber, ifappticablc:
8. Federal Action Number. if'k1low1l: 9. A ward Amount, if known:
$
10. a. Name and Address of L:Jbbying Entity b. Individuals Performing Services (including address if
(if individual, last name, firsr name, Ml): different from No.10a)
(lasr name, first name, MI):
(attach Continuation Sheel(s) SF.LILA, ifnecessmy)
11. Information requested through this form is authorired by Signature:
Title 31 U.S,c. section 1352. This disclosure of lobbying
activities is a IillIterial representation of fact upon which Prim Name:
reliance was placed by the tier above when this transactio
was made Dr entered ioto, This disclosure is required Title:
pursuant to 31 U.S.c. 1352. This information will be
reported to Congress semi-anmH1lly and will be available Telephone No.: Date:
for public inspection. Any person who fails to file the
required disclosure shall be subject to a civil penalty of I
not kos" than $10,000 and not more than $100,000 for cac
failure.
Federal U&C Only: Authorized for Local Reproduction i
Standard Form-LLL (Rev 7-97) !
i
Fonn DEP 55-221 (Ol/O!)
[)fF Contract No. DC64l, Attachment C, Page I of 2
INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES
This disclosure form shall be completed by the reporting cntity, whether $ubawardee or prime Federal recipient, at the
initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U,s"c.
section 1352" The filing of a form is required for eaeh payment or agreement to makc payment to any lobbying entity
for infJuencing or attempting to influence an officer or employee of any agency, a Member of Congress in connection
with a covered Federal action. Complete all items that apply for both the initial filing and marerial change report.
Refer to the implementing guidance published by the Office of Management and Budget tor additional information.
I, Identify the type of covered federal action for which lohbying activity is and/or has heen
secured to influence the outcome of a covered Federal action.
2. Identify thc status of covered Federal action
3. Identify the appropriate classification of l'lis report If this is a follow up report caused by a material
changc to the information previously reported, enter the year and quarter in which the change occurred.
Enter the dare of the last previously submitted report by the reporting emity for this covered Federal
action.
4. Enter the full name, address, city, state and zip code of the reporting entity< Include Congressional
District, if known. Cheek the appropriate classification of the reporting entity that designates if it is or
expects to be, a prime or suhaward recipient. Identify the tier of the sub awardee, e.g" the first
subawardee of the prime is the I g[ tier. Subawards include but are not limited to subcontmcts. subgrants
and contract awards under grants.
5. If the organization filing the report in item 4 cheeks "Suhawardee", then enter the full name, address,
city, state and zip code of the prime Federal recipient Include Congressional District, if knowl1,
6, Enter the name of the Federal agency making the award or loan commitment. Include at least onc
organizational1evel below agency name, if known, For example, Department of Transportation, United
States Coast Guard.
7, Enter the name of the Federal program nan1e or description for the covered Federal action (item I). If
known, enter the full Catalog of Federal Domestic Assistancc (eFDA) numher for grants, cooperative
agreements, loans, and loan commitments.
8. Enter the most appropriate Federal identifying number available for the Federal identified in item 1 (e.g",
Request for Proposal (RFP) number; Invitation to Bid (IFS) number; grant announcement number; the
contract, grant, or loan award number; the application/proposal control number assigned by the Federal
agency). Include prefixes, e<g., HRFP~DE~90-00L"
9. For a covered Federal action where there has been an award or loan conumtment by the Federal agency,
enter thc Fcderal amount Dfthe award/loan conunilment for thc prime entity idcntitlcd in item 4 or 5,
10. (a) Enter the fullnan1e, address, dty, state and zip code of the lobbying entity engaged by the reporting
entity identified in itcm 4 to influence the covered Federal aetion,
(b) Enter the full names of the individual(s) performing services, and include full address if different
from] 0 (a).. Enter the Last Name, First Name, and Middle Initial (MI).
11. '!lle certifying on1cial shall sign and date the form, prim his/her name, title and telephone
number.
According to the Paperwork Reduction Aet, as amended, no persons are required to respond to a col.lection of infOlmation
nuless it displays a valid OMB Control Number. The valid OMS control number for this information collection is OMS
No. 0348-0046. Public reponing burden for this collection of informfJtion is estimnted to average 30 minutes per response,
including time for reviewing instruction~, searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information, Send eonunenls regarding the burden estimate or any other aspect
of this collection of infennatlon, induding suggestions for redl1cing this hurden. to the Office of Management and Budget,
Paperwork Reduction Project (0348-0046), Washington D,C. 20503.
Form DEP 55-221 (01/01)
DEP Contract No. DC641. Attachment C, Page 20f2