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02/18/2026 Agreement
GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: February 20, 2026 TO: Dr. Hanna Koch, Director Artificial Reefs Program FROM: Liz Yongue, Deputy Clerk SUBJECT: February 18, 2026 BOCC Meeting The following item has been executed and added to the record: C5 Contract with Walter Marine I LLC, as the sole responsible and responsive proposer, in the amount of$999,996 for work described in the County's Request for Proposals for Artificial Reef Materials Deployment to three sites including: Gulfside Five Mile Reef, Gulfside Eight Mile Reef, and Gulfside Nine Mile Reef, Monroe County, Florida(RFP-605), and the waiver of certain insurance provisions as previously granted by County Risk Management. Funding is through FWC Grant 423132 Should you have any questions please feel free to contact me at(305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 AGREEMENT between MONROE COUNTY,FL and WALTER MARINE I LLC for Artificial Reef Materials Deployment to Gulfside Five(5)Mile Reef, Gulfside Eight(8)Mile Reef, and Gulfside Nine (9) Mile Reef THIS AGREEMENT is made and entered into this 18th day of February 202 6 , by and between the Monroe County, Florida, a political subdivision of the State of Florida, with principal offices located at 1100 Simonton Street, Key West, FL 33040 (the "County") and Walter Marine I LLC, an Alabama limited liability company with principal offices located at 22605 Andrews Lane, Orange Beach, AL 36561 (the "Contractor") to provide services associated with the deployment of concrete artificial reef modules at the artificial reef sites generally referred to as the Gulfside Five (5) Mile, Eight (8) Mile, and Nine(9)Mile artificial reef sites as more specifically described in the Monroe County Request for Proposals Number 605 (RFP-605) and its addenda. This artificial reef deployment project is sponsored by "Monroe County Board of County Commissioners and the State of Florida, Fish and Wildlife Conservation Commission,"and such sponsorship disclosure is consistent with Section 286.25,Fla. Stat. Now therefore, in exchange for good and sufficient consideration, the parties hereby agree to the following terms and conditions: 1) The Contract Documents The contract documents consist of this Agreement, the Request for Proposals Number 605 for Artificial Reef Materials Deployment to Gulfside Five (5)Mile Reef, Gulfside Eight(8)Mile Reef, and Gulfside Nine(9)Mile Reef("RFP-605"), and any addenda thereto,the Contractor's Response to said RFP-605, and FWC Agreement 923132 (State Grant Recipient Agreement between SOF (Florida Fish and Wildlife Conservation Commission) and Monroe County Board of County Commissioners for Florida Artificial Reef Program(CSFA No.77-007)and Amendment 91 thereto effective August 18, 2025, and the Monroe County, FL artificial reef state and federal permit applications for Gulfside Five (5) Mile Reef (state #: 44-0453700-001-EG, state approved: 10/17/2024, federal #: SAJ-2024-04159, federal approved: 11/03/2025), Gulfside Eight (8) Mile Reef (state #: 44-0461100-001-EG, state approved: 05/30/2025, federal #: SAJ-2025-00696, federal approved:PENDING),and Gulfside Nine(9)Mile Reef(state#:44-0459830-00 1-EG,state approved: 05/01/2025, federal#: SAJ-2024-04827, federal approved: PENDING). These contract documents form the Agreement, and all are incorporated herein as if set forth in full. In the event of a conflict between the aforementioned documents, any duly executed amendment or change order authorized pursuant to this Agreement in reverse chronological order will control, followed by the USACE and FDEP permits, followed by the RFP-605 and its addenda, and then followed by the Contractor's Response to the RFP-605,in that order. 2) The Work The Contractor must perform all work for the County required by the contract documents and as set forth below: a) Contractor will furnish all labor, materials, and equipment necessary as indicated in the RFP-605 and Contractor's Response thereto. Under this contract, the parties have agreed to a scope of work (the "Work") that includes the completion of all three (3) artificial reef sites to include the Gulfside Five (5) Mile Reef, the Gulfside Eight (8) Mile Reef, and Gulfside Nine (9)Mile Reef. Page 1 of 17 b) Contractor must provide to the County,and record in the official records books of Monroe County,Florida, a performance and payment bond benefiting the County as obligee,prior to commencing the Work. C) Contractor must supervise its workforce to ensure that all workers conduct themselves and perform their work in a safe and professional manner. Contractor Must comply with all OSHA safety rules and regulations in the operation of equipment and in the performance of the Work. Contractor Must at all times have a competent field supervisor on the job site to enforce these policies and procedures at the Contractor's expense. d) After its receipt of the "Notice to Proceed" from the County (and as approved by FWC), the Contractor will commence work pursuant to its deployment plan within thirty(30)days; however, such commencement timeline is subject to weather and other atmospheric conditions as the County's Contract Manager deems relevant, and she may prescribe supplemental timelines within which the Work must be commenced. This is a time-is-of- the-essence project wherein all three(3)artificial reef sites may be deployed concurrently, subject to approval by the County's Contract Manager and consistent with all other terms and conditions related to proper deployment practices. e) Contractor must comply with any and all Federal, State, and local laws and regulations now in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Contractor, its employees, agents or subcontractors, if any, with respect to the Work described herein. Specifically, the Contractor expressly acknowledges and agrees to be held to all laws and regulatory standards imposed upon County according to the terms and conditions set forth in FWC Agreement #23132 - State Grant Recipient Agreement between SOP (Florida Fish and Wildlife Conservation Commission) and Monroe County Board of County Commissioners for Florida Artificial Reef Program (CSFA No. 77-007).This includes,but in no way is limited to,the requirements of Section 379.249,F.S.,and Sections 215.97 and 215.971,F.S.,that set forth"Florida's Single Audit Act,"as well as Chapter 10.550 (applicable to local governments)within the Rules of the Auditor General, and all the requirements for contracts and projects funded through state assistance.In addition,Contractor expressly acknowledges and agrees to be held to all laws and regulatory standards imposed upon the County by U.S. Army Corp of Engineers (USAGE) by Monroe County, FL, as well as by the State of Florida through the Florida Department of Environmental Protection(FDEP).Contractor shall maintain throughout the term of this Agreement, appropriate licenses. Proof of such licenses shall be submitted to the County upon execution of this Agreement, if not previously submitted to the County. I) Contractor warrants that all goods, materials, and workmanship furnished, whether furnished by the Contractor or its subcontractors and suppliers, will comply with the specifications, drawings and other descriptions supplied or adopted. g) Contractor must prepare and provide to the County the "FWC Cargo Manifest" and "Materials Placement Report". Submittal of the initial Cargo Manifest to the County must take place more than fourteen (14) days prior to the first planned deployment while the finalized Cargo Manifest must be submitted within twenty-four(24)hours before the first planned deployment and must include a photograph of the materials loaded onto the barge ready for deployment. Submittal of the Materials Placement Report to the County must occur within seven(7)days of the date of deployment per location.The County must verify and return the Materials Placement Report to FWC within thirty(30) days. The Materials Placement Report shall reflect an accurate material tonnage for the materials deployed as well as a detailed description of the type, number, dimensions and individual weights of the various sizes of reef materials deployed. This information may be submitted on the Materials Placement Report in lieu of taking loaded and unloaded barge measurements. Final GPS coordinates of the center of each patch reef must be included on the Materials Placement Reports. Page 2 of 17 11) No publicity, published articles, or media interviews will be conducted by Contractor in relation to the Work unless written approval is first obtained by the County.At a minimum, any publication of information related to this artificial reef activity shall reflect sponsorship as follows: "Sponsored by Monroe County, and the State of Florida, Fish and Wildlife Conservation Commission." If the sponsorship reference is in written material, the words "State of Florida, Fish and Wildlife Conservation Commission" shall appear in the same size letters or type as "Monroe County". Such sponsorship disclosure is mandatory and consistent with Section 286.25, Fla. Stat., as may be amended from time to time. i) Contractor must complete such forms and comply with audit requests as further stated in the Contract Documents and is necessary in furtherance of the County's grant award from the state. 3) Changes in the Work a) Without invalidating the Agreement, the County may,at any time or from time to time,order minor additions, deletions or revisions in the Work; these must be authorized by Change Orders, subject to approval by the County, The Contractor understands and agrees that any cost resulting from a change or modification, change order, or constructive change of the Agreement must be within the scope of RFP-605 and the County's grant agreement that funds the Work and be reasonable for the completion of the Work. Any contract change or modification, change order, or constructive change must be approved in writing by both the County and Contractor. If the Contractor requests to make a minor Substitution within the Deployment Plan, for example substitute vessels, barges, or deployment equipment listed in the awarded proposal,such proposed change(minor substitution)must be de minimis(e.g.the proposed substitution of a barge with an equivalent industry standard barge that will result in no price change)and be submitted in writing,and must be approved by the County in writing prior to implementation. The County Administrator has the final approval and authority for execution of a Change Order provided the value of the Change Order does not exceed $100,000.00, or five (5) percent of the original contract price, whichever is greater. Any individual Change Order that exceeds the greater of$100,000.00, or five (5) percent of the original contract price, must be formally approved by the Monroe County Board of County Commissioners. The parties expressly agree that the Work to be performed by Contractor pursuant to this Agreement is not considered construction services for purposes of triggering the requirements of Section 218.755, F.S.,as may be amended from time to time. b) No claim for damages or any claim other than for an extension of time will be made or asserted against the County by reason of any delays. The Contractor will not be entitled to an increase in the contract sure or payment or compensation of any kind from the County for direct, indirect,consequential, impact or other costs, expenses or damages,including but not limited to costs for acceleration or inefficiency arising because of delay, disruption, interference or hindrance from any cause whatsoever, whether such delay, disruption, interference or hindrance was avoidable or unavoidable. The Contractor's recovery of damages and sole remedy for any delay caused by the County is exclusively an extension of time on the Contract, and only for an amount of time authorized herein. 4) Contract Amount Contractor will perform all contract requirements for a total aggregate price of Nine Hundred Ninety-Nine Thousand,Nine Hundred and Ninety-Six Dollars and Zero Cents(J222196-00) in United States dollars, pursuant to "Exhibit I" - Contractor's Completed Price Proposal Form. Payment of an undisputed invoice submitted by the Contractor will be processed within 25 business days after being stamped as received, or otherwise as provided in accordance with the Florida Prompt Payment Act,as amended. County is exempt from payment of Florida State Sales and Use taxes. Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials Used to fulfill its obligations Linder this contract, nor is Contractor Page 3 of 1.7 authorized to use the County's Tax Exemption Number in securing such materials.Contractor shall be responsible for any and all taxes,or payments of withholding,related to services tendered under this Agreement. a) Additionally, the Contractor is to submit to the County invoices with supporting documentation that are acceptable to the Monroe County Office of Clerk and Comptroller (County Clerk). Acceptability to the County Clerk is based upon generally accepted accounting principles and such laws, rules and regulations as may govern the disbursal of funds by the County Clerk. b) Contractor agrees that if a contract is awarded in violation of Section 2-347 of the Monroe County Code, as determined by a court of competent jurisdiction, the Contractor is not entitled to, and may not receive,any payment whether based on the contract price or based on quantum merit for work performed as set forth in Section 2-347(c), Monroe County Code of Ordinances. c) Mandatoty disclosure pursuant to Section 2-347(h), Monroe County Code oJ*0rdinances: If any information furnished by a bidder/proposer is false, misleading or omits relevant facts, and same is discovered after the contract is awarded, the Board of County Commissioners may,in its discretion,terminate the contract with no liability to the County other than to pay the contract price or unit price for work that is satisfactorily completed and useful to the County up to the date of the meeting of the Board of County Commissioners tenninating the contract. 5) Liquidated Damages for Misplaced,Disoriented,Cracked or Broken Artificial Reef Modules The Contractor agrees to reduction of contract price based on the liquidated damages schedule for damage caused by misplaced, disoriented, cracked or broken artificial reef modules documented during the post-deployment surveys as found in Table 7 of the RFP-605. The parties expressly agree that said amount is reasonable in the light of the anticipated or actual harm caused by the damage resulting from misplaced, disoriented, cracked or broken artificial reef modules as described in the RFP, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. 6) Agreement Subject to Funding The County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds or state grant funds on which this Agreement is dependent are withdrawn, this Agreement is terminated, and the County has no further obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date. 7) Contract Term The contract period commences as of the date written on the first page of this Agreement and will expire upon completion and final written acceptance by County of the Work described herein, but not later than December 31, 2026. This is a Time-is-of-the-Essence agreement regarding performance obligations set forth herein. That condition applies to all of the Contractor's obligations to perform, including but not limited to, timely submittal of reports. The Work must be completed prior to December 31,2026 at 11:59:59 EST. 8) Independent Contractor This Agreement does not create an employee/employer relationship between the parties. It is the intent of the Parties that the Contractor is an independent contractor under this Agreement and not the County's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments,Federal Insurance Contribution Act, the Social Security Act,the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. The Page 4 of 17 Contractor will retain sole and absolute discretion in the judgment of the manner and means of carrying out Contractor's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement will be those of Contractor, which policies of Contractor will not conflict with County, State, or United States policies, rules or regulations relating to the use of Contractor's funds provided for herein. The Contractor agrees that it is a separate and independent enterprise from the County,that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the Work. This Agreement must not be construed as creating any joint employment relationship between the Contractor and the County and the County will not be liable for any obligation incurred by Contractor, including but not limited to unpaid minimum wages and/or overtime premiums. 9) Assignment and Subcontracting Contractor must not transfer or assign the performance required by this Agreement without the prior written consent of the Board of County Commissioners, This Agreement, or any portion thereof, must not be subcontracted without the prior written consent of the County, nor may the Contractor assign any monies due or to become due to him or her, without the previous written consent of the County. 10) Labor Harmony Contractor agrees that all labor employed by Contractor,its agents or subcontractors, for the Work must be in harmony with all other labor or services being used by or benefiting the County or FWC. Contractor agrees to give County immediate notice of any threatened or actual dispute and will provide assistance as determined necessary by County to resolve any such dispute. Contractor, its agents or subcontractors, will remove from the Work any person or agent in its control that is objected to by County or FWC in association with the Work. 11) Termination a) Termination for Cause and Remedies: In the event of breach of any contract terms, the County retains the right to terminate this Agreement. In the event of such termination,prior to termination, the County shall provide Contractor with seven (7) calendar days' written notice and provide the Contractor with an opportunity to cure the breach that has occurred. If the breach is not cured,the Agreement will be terminated for cause. Notwithstanding the above, in the event that the Contractor is found by the County to be grossly negligent in any aspect of performing the Work, the County has the right to terminate this Agreement after three (3) days' written notification to the Contractor without any opportunity to cure. If the County terminates this Agreement with the Contractor, County shall pay Contractor the sum due the Contractor under this Agreement prior to termination(except no payment will be due for work performed/delivered while Contractor was found to be grossly negligent),unless the cost of completion to the County exceeds the funds remaining in the contract. The County reserves all rights and remedies available to it under any legal or equitable theory, without limitation, and expressly 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 total aggregate price set forth in the contract. In addition, the County reserves all rights available to recuperate 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 County Code, as may be amended from time to time. b) Termination for Convenience: The County may terminate this Agreement for convenience, at any time, upon ninety(90) days' written notice to Contractor. If the County terminates this Agreement with the Contractor, County shall pay Contractor the sum due as of the appointed termination date,unless the cost of completion of the remaining Work under the Page 5 of 17 Agreement exceeds the funds remaining in the contract. The maximum amount due to Contractor shall not exceed the total aggregate price set forth in the contract. 12) Remedies a) Damages: In addition to the Liquidated Damages provided herein,the County reserves the right to recover any ascertainable actual damages incurred as a result of the failure of the Contractor to perform in accordance with the requirements of this Agreement,or for losses sustained by the County resultant from the Contractor's failure to perform in accordance with the requirements of this Agreement. b) Correction of Work:If,in the judgment of the County,the Work provided by the Contractor does not conform to the requirements of this Agreement, or if the Work exhibits poor workmanship, the County reserves the right to require that the Contractor correct all deficiencies in the Work to bring the Work into conformance without additional cost to the County, and / or replace any personnel who fail to perforril in accordance with the requirements of this Agreement. The County is the sole judge of non-conformance and the quality of workmanship. 13) Warranties a) Warranty of Title: Contractor warrants to the County that all goods and materials furnished under the contract will be new unless otherwise specified and that Contractor possesses good, clear, and marketable title to said goods and there are no pending liens, claims, or encumbrances whatsoever against said goods. All work not conforming to these requirements, including substitutions not properly approved and authorized may be considered defective. b) Warranty of Specifications:Contractor warrants that all goods,materials and workmanship furnished, whether furnished by the Contractor or its subcontractors and suppliers, will comply with the specifications,drawings and other descriptions supplied or adopted. c) Warranty of Merchantability: Contractor warrants all material and workmanship for a minimum of one (1) year from date of project completion and acceptance by the County. If within one(1)year after acceptance by the County,or within such larger period of time as may be prescribed by law any of the Work is found to be defective or not in accordance with the contract documents,the Contractor must after receipt of a written notice from the County to do so, promptly correct the Work unless the County has previously given the Contractor a written acceptance of such unique condition. 14) Insurance Requirements Contractor shall obtain and maintain at its own expense the insurance coverages listed within this paragraph prior to commencing the Work tinder this Agreement. All insurance requirements provided for in this Agreement shall be subject to annual review. Insurances can be altered via written waiver by County's Risk Manager, if required. The Contractor must keep in full force and effect the insurance described herein during the term of this Agreement. If the insurance policies originally purchased that meet the requirements are canceled, terminated, or reduced in coverage, then the Contractor must immediately substitute complying policies so that no gap in coverage occurs.Copies of current policy certificates shall be filed with the Monroe County Risk Department whenever acquired, amended, and annually during the tern of this Agreement. Prior to execution of this Agreement, Contractor shall furnish the County Certificates of Insurance indicating the minimum coverage limitations in the following amounts: a) WORKERS COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE. Where applicable, coverage to apply for all employees at the minimum statutory limits as required by Florida Law,and Employee's Liability coverage in the amount of$500,000.00 bodily injury by accident, $500,000.00 bodily injury by disease, policy limits, and $500000.00 bodily injury by disease, each employee. Page 6 of 17 b) US LONGSHOREMAN AND HARBOR WORKERS ACT, Recognizing that work governed by this Agreement may expose Contractor's employees to work subject to the U.S.Longshoremen and Harbor Workers(USL&H)Act(33 USC§901-950),Contractor's Workers Compensation insurance policy must be endorsed to include USL&H coverage of not less than $1,000,000.00. c) JONES ACT COVERAGE (46 U.S.C. § 30104). Recognizing that the work governed by this Agreement involves maritime operations, Contractor's Worker's Compensation insurance policy must be endorsed to include coverage for claims subject to the Jones Act (46 USC § 688)with limits of no less than$1,000,000.00. Contractor will be permitted to provide Jones Act Coverage through a separate Protection and Indemnity Policy, in so far as the coverage provided is no less restrictive than that provided by a Worker's Compensation policy. d) COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor vehicle liability insurance, including applicable no-fault coverage, with limits of liability of not less than $1,000,000.00 per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. If single limits are provided, the minimum acceptable limits are $500,000.00 per person, $1000000.00 per occurrence, and $100,000.00 property damage. Coverage shall include all owned vehicles, all non-owned vehicles, and all hired vehicles, c) COMMERCIAL GENERAL LIABILITY. Commercial general liability coverage with limits of liability of not less than $1,000,000.00 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Such coverage must include, as a minimum: Premises Operations, Products and Completed Operations, Blanket Contractual Liability, and Personal Injury Liability, An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition,the period for which claims may be reported should extend for a minimum of twelve(12)months-following the acceptance of work by the County. f) WATERCRAFT LIABILITY. Commercial general liability coverage with limits of liability of not less than$1,000,000.00 combined single limit,with terms no less restrictive than those found in the standard "American Institute Hull Clauses" (September 29, 2009 edition). Coverage must include, as a minimum: Injury (including death) to any Person, Damage to Fixed or Movable Objects, Costs Associated with the Removal of Wrecked Vessels, Contractual Liability with Respect to this Contract. If the policy obtained states that coverage applies for the"Acts or Omissions of a Vessel",it will be endorsed to provide coverage for the legal liability of the ship-owner. g) COMMERCIAL DIVING INSURANCE (only applicable if using divers in deployment plan). Contractor must use an OSHA Compliant dive team and must carry commercial diving insurance, with proof of sufficient coverage for such operations, as dctennined by the County's Risk Manager. h) CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provided to the County at the time of execution of this Agreement and certified copies provided if requested. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the County before any policy or coverage is canceled or restricted. The underwriter of such insurance shall be qualified to do business in the State of Florida. The insurance coverage shall be primary insurance with respect to the County, its officials, employees, agents, and volunteers. Faihirc of Contractor to comply with the insurance requirements of this section shall be cause for immediate tennination of this Agreement. MONROE COUNTYBOARD OF COUNTY COMMISSIONERS, 1100 SIMONTONSTREET, KEY WEST, FLORIDA 33040, MUST BE NAMED AS ADDITIONAL INSURED AND Page 7 of 17 CERTIFICATE HOLDER ON ALL POLICIES EXCEPT THOSE PROVIDING WORKER'S COMPENSATION COVERAGE. In the event that the Contractor subcontracts any or all of the Work in this project to any third party, the Contractor specifically agrees to ensure that all agreements or contracts of any nature with its subcontractors expressly provide that the obligations of the Contractor are passed down to the subcontractors to ensure greatest protection to the County, and all subcontractors must identify the County as an Additional Insured on all insurance policies, as required by the County hereunder. 15) Indemnification &Hold Harmless a) The parties agree that one percent (1%) of the total compensation paid to Contractor for the Work under this Agreement constitutes specific consideration to Contractor for the indemnification to be provided under the Agreement. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement, the Contractor shall defend, indemnify, and hold harmless the County, and the County's elected and appointed officers and employees and those of the FWC (State of Florida), as indemnified parties, from and against any claims, actions or causes of action, any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with: (A) any activity of the Contractor or any of its employees, agents, contractors or other invitees during the term of this Agreement; (13)the negligence or recklessness,intentional wrongful misconduct, errors or other wrongful act or omission of the Contractor or any of its employees, agents, sub- contractors or other invitees; or (C) the Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement. Tile monetary limitation of liability under this Agreement shall not less than $1 million per occurrence pursuant to Section 725.06,Florida Statutes. b) By entering into this Agreement, Contractor acknowledges that it has been given a full and fair opportunity to inspect the site(s) where the Work shall be performed and agrees that said site(s) are reasonably safe and suitable for performance of the Work.Contractor therefore expressly assumes the duty to indemnify and hold the COUNTY and FWC harmless from and against any and all claims, suits and causes of action which arise from, or are in any way attributable to, the alleged negligent acts or omissions of the indemnified parties, including but not limited to identification, selection, and surveying of sites for performance of the Work. c) In the event that the completion of the Work(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 delay. Should any claims be asserted against the County by virtue of any deficiency or ambiguity in the Deployment Plan and other specifications provided by the Contractor,the Contractor agrees and warrants that the Contractor shall bold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the County's behalf d) Nothing contained herein is intended, nor may it be construed, to waive County's rights and immunities under the common law or Section 768.28, Florida Statutes, as amended from time to time; nor will anything included herein be construed as consent to be sued by any third parties in any matter arising out of this Agreement. To the extent considered necessary by the County, any sums due Contractor under this Agreement may be retained by the County until all of the County's claims subject to this indemnification obligation have been settled or otherwise resolved,and any amount withheld is not subject to payment Page 8 of 17 of interest by the County. Insofar as the claims, actions, causes of action, litigation, proceedings,costs or expenses relate to events or circumstances that occur during the term of this Agreement,this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. 16) No Personal Liability No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of County in his or her individual capacity, and no member, officer, agent or employee of County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 17) Discriminatory Vendor List Contractor hereby acknowledges its continuous duty to disclose to the County if the Contractor or any of its affiliates, as defined by Section 287.134(l)(a), Florida Statutes, are placed on the Discriminatory Vendor List. Pursuant to Section 287.134(2)(a),Florida Statutes: "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 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." 18) County Suspended Vendor List The eligibility of persons to bid for an award of County contract(s), or enter into a contract, may be suspended pursuant to see. 2-347(1)of the Monroe County Code of Ordinances. In the event an eligible person is suspended by the County after the contract is awarded, or a suspended person is employed to perform work (e.g. subcontractor in a bid or contract) pursuant to a County contract, same shall constitute a material breach of the contract. The County, in its sole discretion, may terminate the contract with no further liability to the contractor beyond payment of the portion of the contract price that may be due for work, satisfactorily completed up to the date of termination, and hereby reserves all other rights and remedies available at law or in equity. 19) Prohibition on Conflict of Interest,Gratuities,Kickbacks, and Collusion The statements contained in this paragraph are true and correct, and made with the full knowledge that Monroe County relies upon the truth of the statements contained herein in awarding the contract for the Work. a) Conflict of Interest. Contractor covenants that it presently has no interest and will not acquire any interest that would conflict in any manner or degree with the performance of the Work required.Each party hereto covenants that there is no conflict of interest or any other prohibited relationship between the County and itself. b) Gratuities. Contractor hereby certifies that it has not offered, given, or agreed to give any Monroe County employee a gratuity, favor, or anything of monetary value in connection with any decision, approval, disapproval, recommendation, preparation of any part of the project, Work, or award of this contract. c) Kickbacks. Contractor certifies that it has not given payment,gratuity,or offer of employment to be made by or on behalf of a Sub-contractor under a contract to Contractor or higher tier sub-contractor or any person associated therewith, as an inducement of the award of a subcontract or order. d) Non-Collusion Statement. By signing this Agreement, Contractor certifies under penalty of perjury that the price proposed by Contractor was arrived at independently without collusion, consultation, or communication for the purpose of restricting competition; and no attempt has Page 9 of 17 been made to induce another person or entity to submit a proposal, or not submit, for the purpose of restricting competition in the award of this project or contract. e) Contract Clause. The prohibitions on conflict of interest, gratuities, kickbacks, and collusion prescribed in this paragraph must be conspicuously set forth in every contract and subcontract and solicitation initiated by Contractor in its performance of this Agreement. 20) Ethics Clause pursuant to Monroe County Ordinance No. 010-1990 By signing this Agreement, the Conti-actor warrants that he/she/it has not employed, retained or otherwise had act on his/her/its behalf any former County officer or employee in violation of Section 2-149,Monroe County Code of Ordinances,or any County officer or employee in violation of Section 2-150, Monroe County Code of Ordinances. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee pursuant to Subsection 2-152(b),Monroe County Code of Ordinances. 21) Prompt Disclosure of Litigation, Investigations, Arbitration,or Administrative Proceedings Throughout the term of this Agreement,the Contractor has a continuing duty to promptly disclose to the County,in writing,upon occurrence,all civil or criminal litigation,investigations,arbitration, or administrative proceedings relating to or affecting Contractor's ability to perform under this Agreement. If the existence of such causes the County concern that the Contractor's ability or willingness to perform the Agreement is jeopardized, the Contractor may be required to provide the County with reasonable assurances to demonstrate its ability to perform as required hereunder, and that its employees/agents have not or will not engage in conduct similar in nature to the conduct alleged in such proceeding. 22) Notice All written correspondence to the County shall be dated and signed by an authorized representative of the Contractor. Any written notices or correspondence required or permitted under this Agreement shall be sent by United States Mail,certified,return receipt requested,postage pre-paid, or by courier with proof of delivery. The place of giving Notice shall remain the same as set forth herein until changed in writing in the manner provided in this paragraph. Notice is deemed received by Contractor when hand delivered by national courier with proof of delivery or by U.S.Mail upon verified receipt or upon the date of refusal or non-acceptance of delivery. Notice shall be sent to the following persons: FOR COUNTY: FOR CONTRACTOR: Dr. Hanna Koch,Monroe County 'Vje'' Office of Artificial Reefs r rA""r 2798 Overseas Hwy,2nd Floor, R tlqs OrC04:)"�' Rs".'<A& Marathon,FL 33050 Email: And(with copy to) County Attorney 1111 12th Street, Suite 408 Key West,FL 33040 23) Choice of Law and Venue The parties expressly agree that the only laws that apply to this Agreement are those of the State of Florida and United States of America,without regard to choice of law principals.The parties waive the privilege of venue and agree that all litigation between them in the state courts will take place exclusively in the Sixteenth Judicial Circuit in and for Monroe County, Florida, and that all litigation between them in the federal courts will take place exclusively in the United States District Page 10 of 17 Court in and for the Southern District of Florida, or United States Bankruptcy Court for the Southern District of Florida, whenever applicable. This Agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the Circuit Court of Monroe County, Florida. 24) Attorney's Fees and Costs County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, at all levels of the court system,including in appellate proceedings. 25) Trade Secrets Documents submitted by Contractor which constitute trade secrets as defined in Sections 812.081 and 688.002, Florida Statutes, as amended from time to time, and which are clearly marked or stamped as confidential by the Contractor at the time of submission to the County, will not be subject to public access. However, should a requester Of public records challenge Contractor's interpretation of the term"trade secrets"within five(5)calendar days of such challenge,Contractor must provide a separate written affidavit that includes an indemnification and release guarantee,as approved by the County Attorney ot•designee, to the County to support its claim that the alleged trade secrets actually constitutes same as defined by law.Contractor must demonstrate the need for confidentiality of the documentation by showing a business advantage or an opportunity to obtain an advantage if the documentation was released. Otherwise, Contractor is required to timely seek a protective order in the Circuit Court of the Sixteenth Judicial Circuit in and for Monroe County to prevent the County's release of the requested records. 26) Public Records County is a public agency subject to Chapter 119, Florida Statutes, as amended from time to time. To the extent Contractor is a Contractor acting on behalf of the County pursuant to Section 119.070 1, Florida Statutes, as amended from time to time,Contractor must comply with all public records laws in accordance with Chapter 119, Florida Statutes, In accordance with state law, Contractor agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the County in order to perform the services. b) Upon request from the County's custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copies within a reasonable time at a cost that does not exceed the costs provided in Chapter 119, Florida Statutes, or as otherwise provided by law. C) Ensure that public records that are exempt,or confidential and exempt,from public records disclosure are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the County. d) Upon completion of the services within this Agreement, at no cost, either transfer to the County all public records in possession of the Contractor or keep and maintain public records required by the County to perform the services. If the Contractor transfers all public records to the County upon completion of the services,the Contractor must 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 services, the Contractor must meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, Page 11 of 17 upon request frorn the County's custodian of public records, in a format that is compatible with the information technology systerns of the County. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE COUNTY'S CUSTODIAN OF PUBLIC RECORDS AT PHONE NO. 305-292-3470, PUBLIC RECORDS*MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEVS OFFICE, 1111 12TH STREET, SUITE 408, KEY WEST, FL 33040. If Contractor does not comply with this section,the County will enforce the Agreement provisions in accordance herewith and may unilaterally cancel this Agreement in accordance with state law. 27) Audit Rights The Contractor must maintain accurate books, records, documents and other evidence that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Agreement, in accordance with generally accepted accounting principles. County reserves the right to audit the records of the Contractor for the commodities and/or services provided under the contract at any time during the performance and term of the contract and for a period of five (5) State of Florida fiscal years after completion and acceptance of the Work by the County. Such records must be retained by Contractor for a minimum of five (5) State of Florda fiscal years following the close of the Agreement, or the period required for this particular type of project by the General Records Schedules maintained by the Department of State, whichever is longer. The Contractor agrees to cooperate with the County, and if relevant, the State Inspector General pursuant to Section 20.055(5), F.S., as amended, in any investigation and facilitate the duplication and transfer of such records upon the County's request. Contractor agrees to submit to an audit as required by the County, Florida Fish and Wildlife Conversation Commission,the Chief Financial Officer of the State of Florida, the Auditor General of the State of Florida, the Florida Office of Program Policy Analysis and Government Accountability, or other authorized representative(s) of the State of Florida. If an audit report is issued, retention of records created pursuant to this Agreement must be for a period of at least five (5) years from the date of the audit report. The Conti-actor must allow the County or such other auditing agency to have access to and inspect the complete records of the Contractor in relation to this Agreement at any and all times during normal business hours for the purposes of conducting audits or examinations or making excerpts or transcriptions. Such requirements will survive the termination of this Agreement. 28) Uncontrollable Circumstances("Force Majeure")& Extension of Time As used herein, "Force Majeure" means the occurrence of any event that prevents or delays the performance by either patty of its obligations hereunder which are beyond the reasonable control of the non-performing party. Examples of"Force Majeure" include, but are not limited to, acts of God, natural disasters, or emergency governmental action. To invoke this paragraph, immediate written notice,consistent with the"Notice"provisions of this Agreement,must be sent by the non- performing party describing the circumstances constituting force majeure and proof that the non- performance or delay of performance is a direct and reasonable result of such event(s). Any claim for extension of time by Contractor pursuant to this paragraph will be made not more than Seventy- two(72)hours after the commencement of the delay.Otherwise,it shall be waived. The Contractor shall immediately report the ten-nination of the cause for the delay within seventy-two (72) hours after such termination. The County reserves its right to challenge the invocation by the Contractor within five (5) calendar days of receipt of said notice, in such case uninterrupted performance in required. However,in the event the invocation is accepted by the County,the Contractor must take Page 12 of 17 all reasonable measures to mitigate any and all resulting damages, costs, delays, or disruptions to the Contractor's performance requirements under this Agreement. All obligations must resume when the circumstances of such event(s) have subsided, or other arrangements are made pursuant to a written amendment to this Agreement. If the Contractor is delayed in the progress of the Work by any act or neglect of the County, or condition precedent to commencement of work (e.g. Issuance of the U.S. Army Corp of Engineers Permits), then the contract completion time may be extended by the issuance of a No Cost Change Order for such reasonable time as the Office of Artificial Reefs Director may determine. 29) Public Entity Crimes Statement Pursuant to Section 287.133(2)(a), Florida Statutes, as amended from time to time, Contractor hereby certifies that neither it nor its affiliate(s) have been placed on the convicted vendor list following a conviction for a public entity crime. If placed on that list, Contractor must notify the County immediately and is prohibited from providing any goods or services to a public entity;may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on ]cases 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 in excess of the threshold amount provided in Section 287.017,Florida Statutes.,as amended from time to time,for Category TWO($35,000)as may be amended,for a period of thirty-six (36)months from the date of being placed on the convicted vendor list. 30) Foreign Gifts and Contracts The Contractor must comply with any applicable disclosure requirements in Section 286.101, Florida Statutes. Pursuant to Section 286.101(7)(b),Florida Statutes: "In addition to any fine assessed under [§ 286.101(7)(a), Florida Statutes], a final order determining a third or subsequent violation by an entity other than a state agency or political subdivision must automatically disqualify the entity from eligibility for any grant or contract funded by a state agency or any political subdivision until such ineligibility is lifted by the Administration Commission [Governor and Cabinet per§14.202,Florida Statutes] for good cause." 31) Scrutinized Companies and Countries of Concern per Sections 287.135,& 215.473,F.S. Contractor hereby certifies that it:a)has not been placed on the Scrutinized Companies that Boycott Israel List, nor is engaged in a boycott of Israel; b) has not been placed on the Scrutinized Companies with Activities in Sudan List nor the Scrutinized Companies with Activities in the Iran Terrorism Sectors List (formerly the Iran Petroleum Energy Sector List); and c) has not been engaged in business operations in Cuba or Syria. If County determines that Contractor has falsely certified facts Linder this paragraph, or if Contractor is found to have been placed on a list created pursuant to Section 215.473,Florida Statutes,as amended,or is engaged in a boycott of Israel after the execution of this Agreement, County will have all rights and remedies to terminate this Agreement consistent with Section 287.135,Florida Statutes,as amended. The County reserves all rights to waive certain requirements of this paragraph on a case-by-case exception basis pursuant to Section 287.135,Florida Statutes,as amended. Beginning January 1,2024,the County must not enter into a contract that grants access to an individual's personal identifying information to any Foreign Country of Concern such as: People's Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolds Maduro,or the Syrian Arab Republic,unless the Contractor provides the County with an affidavit signed by an authorized representative of the Contractor,under penalty of perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs (2)(a)- (c) of Section 287.138, Florida Statutes, as may be amended. Beginning January 1, 2025, the County must not extend or renew any contract that grants access to an individual's personal identifying information unless the Contractor provides the County with an affidavit signed by an Page 13 of 17 authorized representative of the Contractor, under penalty of perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs (2)(a)-(c) of Section 287.138, Florida Statutes, as may be amended. Violations of this Section will result in termination of this Agreement and may result in administrative sanctions and penalties by the Office of the Attorney General of the State of Florida, 32) Noncoercive Conduct for Labor or Services As a nongovernmental entity submitting a proposal, executing, renewing, or extending a contract with a government entity, Contractor is required to provide an affidavit under penalty of perjury attesting that Contractor does not use coercion for labor or services in accordance with Section 787.06,Florida Statutes.As an authorized representative of Contractor,I certify under penalties of perjury that Contractor does not use coercion for labor or services as prohibited by Section 787.06. Additionally, Contractor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. Additionally, any contract renewed or entered into after July 1, 2024, may be terminated at the option of the County if the Contractor is placed on the forced labor vendor list created pursuant to Section 287,1346,Fla. Stat., as may be amended from time to time. 33) Nondiscrimination The Contractor and County agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part 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 VII of the Civil Rights Act of 1964(PL 88-352)which prohibits discrimination in employment on the basis of race, color,religion, sex 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 disability;4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92- 255),as amended,relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970(PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912,ss. 523 and 527(42 USC ss.690dd-3 and 290ee-3),as amended, relating to confidentiality of alcohol and drug abuse patient records;8)Title VIII of the Civil Rights Act of 1968 (42 LJSC 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 from time to time,relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) The Pregnant Workers Fairness Act (PWFA) pursuant to 42 U.S.C. 2000gg et seq.; and 12) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of,this Agreement. 34) E-Verify Requirements Effective January 1, 2021, public and private employers, contractors and subcontractors must require registration with, and use of the E-verify system in order to verify the work authorization status of all newly hired employees. Contractor acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of. a) All persons employed by Contractor to perform employment duties within Florida during the term of the contract; and Page 14 of 17 b) All persons (including subvendors/subconsultants/subcontractors) assigned by Contractor to perform work pursuant to tile contract with the County. The Contractor acknowledges and agrees that use of the U.S.Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the County. By entering into this Agreement,the Contractor becomes obligated to comply with the provisions of Section 448.095,Florida Statutes, "Employment Eligibility,"as amended from time to time.This includes, but is not limited to, utilization of the E-Verify System to verify the work authorization status of all newly hired employees, and requiring all subcontractors to provide all affidavit to Contractor attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. Contractor agrees to maintain a copy of such affidavit for the duration of this Agreement. Failure to comply with this paragraph will result in the termination of this Agreement as provided in Section 448.095, Florida Statutes, as amended, and Contractor may not be awarded a public contract for at least one (1) year after the date on which the Agreement was terminated. Contractor will also be liable for any additional costs to County incurred as a result of the termination of this Agreement in accordance with this Section. Upon executing this Agreement, Contractor will provide proof of enrollment in E-verify to the County. 35) Prohibited Telecommunications Equipment Contractor represents and certifies that it and its applicable subcontractors do not and will not use any equipment, system, or service 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 such terms are used in 48 CFR §§ 52.204-24 through 52.204-26. By executing this Agreement, Contractor represents and certifies that Contractor and its applicable subcontractors must not provide or use such covered telecommunications equipment, system, or services for any scope of work performed for the County for the entire duration of this Agreement. If Contractor is notified of any use or provisions of such covered telecommunications equipment, system, or services by a subcontractor at any tier or by any other source, Contractor must promptly report the information in 40 CFR § 52.204-25(d)(2)to County. 36) Antitrust Violations; Denial or Revocation under Section 287.137,Florida Statutes Pursuant to Section 287.137,Florida Statutes,as may be amended,a person or an affiliate who has been placed on the antitrust violator vendor list(electronically published and updated quarterly by the State of Florida) following a conviction or being held civilly liable for an antitrust violation may not submit a bid,proposal,or reply for any new contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply for a new 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 new leases of real property to a public entity; may not be awarded or perform work as a contractor,supplier,subcontractor,or consultant under a new contract with a public entity;and may not transact new business with a public entity. By entering this Agreement, Contractor certifies neither it nor its affiliate(s) are on the antitrust violator vendor list at the time of entering this Agreement. False certification under this paragraph or being subsequently added to that list will result in termination of this Agreement,at the option of the County consistent with Section 287.137, Florida Statutes, as amended. 37) Respect of Florida In accordance with Subsection 413.036(3), Fla. Stat., if a product or service required for the performance of this Agreement is on the procurement list established pursuant to Subsection 413.035(2), Fla. Stat., then this statement applies: 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 413, FLORIDA STATUTES, IN THE SAME MANNER AND Page 15 of 17 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 BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY INSOFAR AS DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE CONCERNED. Additional information about the designated nonprofit agency and the products it offers is available at: 38) Use of Recycled Materials, State-Produced Lumber,and U.S.-Produced Steel Contractor agrees to procure any recycled products or materials which are the subject of or are request to carry out this Agreement in accordance with Section 403.7065, Fla. Stat., as amended from time to time. In addition, Contractor agrees to comply with the provisions of Section 255.20, Fla. Stat., as amended from time to time, that requires the use of lumber, timber, and other forest products produced and manufactured in this state, subject to certain exclusions. Last, Contractor agrees to comply with Section 255.0093, Fla. Stat., as amended from time to time, guaranteeing use of iron or steel products that are produced in the United States, unless certain exclusions apply. 39) Merger; Amendment This Agreement constitutes the entire Agreement between the Contractor and the County, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and authorized designees of the County. 40) Interpretation The titles and headings contained in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement include the other gender,and the singular includes the plural,and vice versa,unless the context otherwise requires. Terms such as "herein" refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a section or article of this Agreement, such reference is to the section or article as a whole, including all subsections thereof, unless the reference is made to a particular subsection or subparagraph of such section or article. Any reference to"days"means calendar days, unless otherwise expressly stated. 41) Joint Preparation It is acknowledged that each party to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and accordingly the rule that a contract will be interpreted strictly against the party preparing same does not apply herein due to the joint contributions of both parties. 42) Severability;Waiver of Provisions Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The non-enforcement of any provision by either party will not constitute a waiver of that provision nor will it affect the enforceability of that provision or of the remainder of this Agreement. 43) Signature Authority Upon request, the Contractor must provide the County with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. Page 16 of 17 • Counterparts:and.Multiple Originals This A• greement may be executed in multiple originals,and may be executed in counterparts, each • • of which•is.hereby deemed•to be.an original; but all of which,:taken together, constitutes one and the same•agreement, • � � : • � � : : �� • • . �: � . WITNESS WHEREOF; Contractor arid County have.executed this Agreement as of the date • first written above. • . TRACTOR: . .WALTER MARINE I LLC • By: .• . '. ' . . • • Signature • • • a s+Zi,,,3—'itr4- Wet . . Print Name&Title . STATE.OF • : .. • COUNTY Or /3c-t c.. I• . .• . . The.foregoing.instrument was.sworn to/affirmed and acknowledged before:me by•means • • • • of • h resence .or 0 online- notarization, th is hisSairticia* • .sical p y p .. . .. . day of ..,: 24��,� �b�• •: :• . b,Slevdox.k.V1Q4,1A-tr ,.Manager%Owner: of Walter Marine I LLC,:an.Alabama limited Ii il:ity company.: •. • • He/She is•personally known:to.me/or has produced AL tL' ': 3 C'.2.S'1 :.(type of identification) • as identification: .. .. . •• gnature of Notary Public 1 ,,t,�e;s� GRACE L•KELLER. i • . _•: ••- • .My Commission.Exp•ires .: • • 1 �:, •_t :�� = • • July 1s,2Q27:. : f . �� sio d • . • . (P.i.� r nt&. • Stamp Comm s j• ne Name a• • . • . • . • • • • BOARD.OF COUNTY•COM:MISSIONERS OF.MONROE COUNTY FLORIDA :• • i4 • By. • :'..} -•/ 1 +. �''� . May•or.Miche•lle.Lincoln it J. • • �- vin Madok,Clerk i ►.) __. • �r a . v • • • .E:2, As peputy Clerk r •. Approved as to legal form&suffi•cienc • :• .. .. Digitally sighed.by Eve H1.Lewis� . •.. Eve M. Le'v'Y S.Date:2026.017.091112:47-05'00 ,r Eve M.•Lewis,Assistant County Attorney Page "EXHIBIT V CONTRACTOR'S COMPLETED (70UHINq-111 P"N"kAls PRICE PROPOSAL FORM FRI(E PROPOSAL FORM BE)TO IAON-ROF COT:-\=BOAPD OF C01,-N7YC(rv11M1SS101-NERS C,0 PLTRC HASE\G DEPARTNIEN7 CrATO SUMD1\C7,R001.1 2-213 11 GO S11.101n-TON STREE 7 KEY IVEST,FLORIDA 3,040 The xidersignei, hrnng carefully mammed the work, specificafions. RFF dounnents. and usklenda thereto.serval otheTContict Docunmmtsf r ffiesemce-of Artificial P �z teef NLitenals Dqi1oNmaev4t to&;If'side Five(5,1!dile Reef, ("AUside Eight i9)Nlile Reef and EftiffudeNine(9):,,tale Reef' NIONZROF COUNTY FLOP.MA, md hmins become farluliar with,all 11ocal coudmons,mclueliaz labo:iffecunz the Cost d,4ereof'And havuiz faLhanzed him,self hersellf,itself uvli matenzl m mlaltihtv Federal. amd Lxml 131%S, ordinuxes, rule-, and remditzow, affecting perfocynance of the work, doevs hereb�,,, prow� se to fi=',;h all 1,ibor. mechaiucs- tupemrtendent7, took mzteiia.l,ejulpment. trI3115, rtition ter-,"ices. md all , =,:derrm�s:,leressan to pedo-mi and compete ,,.nd work mmd work inciiental hereto,ir. workmair-'Ue muller, ill codo-mince with sperificatims, and other contract dovunents The mndersignedfituilher certifies that he she it has been 7-oven t1ae oppommm to per,,,onally inspect t1he actual locat"0111,S)'if where the IvVcd it to be performed, tosether wifh tile local courcel of supply sand that he she ittmderstands comttons=,deru1uchthe1A*oek,,s to be pe:fomed. The sumessfid Proposer shall aisumt the nsk,ofun,aLd all cost,and delvs ansuiz ftm 9,,e mstence of mv mbsiu-fitte or other latent physical comidition Much cottld be reasonably miticzpatel"by refe'restce tr d mmentmi. informanor piovideti and misle mmilabte.aaid 14iom my inspect-zion and exatilination of the ste al. SUM ANIQU"NTS Artifirill'.Keef Matenals: 11ockle Arqwsiuor.,Fabncamou, and oz Corntmetron (Breakdovm of lv,ce'�Yy module type'r $ supe� IS 11,3 00(A FL.-"R S 1 90-;00.E C Op ed:S,12 0 5 1 Kj Dollars 3,14odule Tiamportatior.and Lxr"Stip-q-,(Ul aggrereate:Cowity will chvide by 3 f6:cost per cute) S Super: 12,963,00,FLAP Do:lus D,pployment Expeuses fun aurepte:Comity ivrE ch-vAt by 3,for cost per ute) uperi INKM0.FIAR�S973 tbCr.E('Ope&$8,68�'0 Dolh:r, TOTAL AG®ATE: S Dollirs See nexi lade for ccntmwatdon) 1 of 3 Proposer, niiy ui lude Optional add ins: Description of specific . additionalsen(non-estiil) Sen,,ices wid associated. prices: See currefat bid pnces $ Dollars Price per additionil toruiage,of eificial reef materiA(s)to be deploye&� Dollars To,,. There slWI be no additional charges subulitted to the,Cmuaty for travel,,mileage, meals, lodging, or-uiy other oper ratio n,21 expenses. I additions. the,Respondent nuist include,all sales,, consunier, uw,and other tixes required to be paid in accof duice vdth the I aw of the State of Flori&or Monroe Cowity, Florido. Respondent niust include any expenses incurred for those or other operatiolial piuposes mirth iii the TOTAL AGGREGATE PRICE proposed litfein. NOTE:Tlae County resene:s the right to divide the tota.1(aggregate)price by three(3)ini order to asceirtain the price per each -urtificiA reef sfte,7 nohrvithstaiidiiig miy lari iage to the contrary contained in the Respondent's Proposal itself,of in the RFP.This solicitation only guarmtees work- for tine Giffside Five (5)Mile Reef locutions,but solicits work-on a three (3) artificial reef sites. The Comity expressly fesenwes the right in its sole discretion,,to increase or decrease the %vofk on the additioraq.1 zutficial reef sites,,to wit: one or both of the artificial reef sites described herein as the Gulfside Eight(8)Mile Reef uad,'or Gi9fside Nine (9) Mile Reef Respondents must subinit a. proposal that ccratenip]ates completion of all three(3),wtifici qI reef sites;proposals that limit the work (i.e.offer couipletiou of ouJy one(1)reef site)mill not be corisidered. I ack:nowledge receipt of Addenda.No.(s) No. I Dated 1&�17/2025 No.2 Dated 10/21'202S No. 3 Dated 1 No.—Dated Page,-17 of 80 2 of 3 Exib t A,,Monroe Prices Mari&�-�GtLff�ng 4 daysTransat Hand!Ung& Depf�oy Un;tTotal Tome Lln'ts Totilcost Stager $ 11,300,00 $ 2,963,00 3,00,0.00 $ 17,26100 x 36 $ 621.468.00 FLAB $ 1,903,00 $ 463.00 873.010 $ 3,239.00 x48 $ 155,472M ECOped 1,805M 425,00 8 868.00 3,098,00 x72 $ 223,056M 999,996.00 Price per patch $ 83,33100 Phcp per site $ 331332,00 Total aggregate 3 sites $ 999,99600 MHnufactwe PPr'Llrll:t per patch Per S to Tota aggregite 3 stet SUj)V- $ 11,300,00 $ 33,900.00 135.600,00 $ 40UM00 Rar $ 1,90100 $ 7,612.00 30,448.00 91,344.00 Eco t 1,805,00 $ 10'630'00 43,320,00 129,960,00 Transport&Hancilking Per uriGt per Patch per site Total aggregate 3 sites Super 2„963,00 8,889.00 $ 35,556m $ 106,666,00 Rar 4613M 1,852,00 $ 7.406.00 $ 22,224,00 ECO $ 425.00 $ 2,550.00 $ 10M0.00 $ 30,600.00 Deppoyment per Untt per patch per site Tctal aggregate 3 sites alper 3.000M 9,000,00 $ 36,000.00 $ 108,000,00 Rir 673.00 3492.00 $ 13,968,00 $ 41,904,00 Eco 665.00 $ 5,208M $ 20,832,00 $ 62,496.00 999,99GA 3 of 3 AC"R" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDYYYY) `* - 1 10/14/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME Lisa Conn Higginbotham Insurance Agency, Inc. PHONE FAx 3212 Midtown Park S (AG.N4.ExU 817-336-2377 (Alc,No1: .. E-MAIL Mobile AL 36606 ADDRESS: LCann hl gg.Inbotham.net INSURER(S),AFFORDING COVERAGE .... NAIC# _License# 2081754 INSURER A,: Markel American Insurance Company 28932 INSURED DAVI VAL-04 INSURER B:Safe Harbor Pollution Insurance Walter Marine 1, LLC David Walter dba Walter Marine INSURER c P. 0. Box 998 INSURER D: Orange Beach AL 36561 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER:1081314845 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR NSR TYPE OF INSURANCE !NISD WVD SUER POLICY NUMBER MM/DD YYYY MM/DDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 9CC8273-16 6/1/2025 6/1/2026 EACH OCCURRENCE s1,000,000 DAMAGE TO RE4,rEp ......... . .__._. ........_..._ .__-.... CLAIMS-MADE X OCCUR PREMISES(Ea occurrence), S 5Q000 X ..2.500 -. '.. MED EXP(Any one person) $5,000 ....... -_ _._ PERSONAL&ADV INJURY S1,000.000 GENT AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE S2.000.000 X POLICY JECTPRO- LOC PRODUCTS-COMP/OPAGG $1,000,000 OTHER: S AUTOMOBILE LIABILITY '.. COMBINED SINGLE LIMIT S (Ea...accldent) ..... ANY AUTO 'L. '.. BODILY INJURY(Per person) S OWNED SCHEDULED BODILY INJURY(Per accident) S AUTOS ONLY AUTOS HIRED '... NON-OWNED PROPERTY DAMAGE ......._ -S _......... _....... _...... AUTOS ONLY -..;AUTOS ONLY ',, (Per accdent)..,., ...... -..._-. UMBRELLA LIIAB OCCUR EACH OCCURRENCE S EXCESS LIAB CLAIMS-MADE..' AGGREGATE.... S ..._... _... '..... DED '... RETENTIONS '... S WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y!N STATUTE, ER. -ANYPROPRIETORlPARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED'? N/A --- ---- --- --- .(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under ... ..... .... .. ....... ....... '..DESCRIPTION OF OPERATIONS below E.L..DISEASE-POLICY LIMIT $ Ar P&I(Jones Act Coverage(2 Crew) 9CC8273-16 611/2025 6/1/2026 S2,500 Deduct. Included in Llab. B ;Pollution Liability V-18911-25 6/1/2025 6/1/2026 per Occ $S,OOQ000 DESCRIPTION OF OPERATIONS/LOCATIONS t VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Classification Limitation:Manufacture&Placement of Artificial Reefs and non-emergency vessel assistance. The General Liability policy includes a blanket automatic additional insured endorsement that provides additional insured status(General Liability additional insured status includes ongoing and completed ops)to the certificate holder only when there is a written contract between the named insured and the certificate holder that requires such status. APPROVED BY RISK MANAGEMENT DATE 1.12. 6 CERTIFICATE HOLDER WAIVERNiAYES-)I:-- CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN The Monroe County Board of County Commissioners, Its ACCORDANCE WITH THE POLICY PROVISIONS. Employees&Officials 1100 Simonton Street AUTHORIZED REPRESENTATIVE Key West FL 33040 " " � wei ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 4 ' REEFMAKER WALTER WHINE -ARTIFICIAL REE'FS 251-9'79-2200 Question: Regarding insurance: Would Monroe County reconsider the following regarding insurance requirements?The RFP insurance requirements state, "If Applicable". Clarifications: Auto Liability policy is not applicable. No cars or land vehicles will be used for this project. All operations will be on the water and covered by Jones Act(P&I) insurance. Workers' Compensation is covered by the Jones Act for shipboard operations, and no land-based operations will be used. USL&H coverage is included in the P&I coverage. Commercial Diving Endorsement will be provided if Walter Marine determines divers are needed. Walter Marine does not use any subcontractors for this project and transports the artificial reefs from Alabama via international waters and will not touch land. The insurance requirement in the RFP is impossible to obtain for this project, as no land-based work will be performed in Florida. Workmen's Comp would not protect the city against a claim aboard a ship. In addition, no automobiles would be used. Would Monroe County revisit the insurance requirements related to these exceptional circumstances of this deployment? Walter Marine carries General Liability and Jones Act(P & 1) insurance, which completely covers the county for this project. As a reference, for identical operations, Walter Marine's insurance, as mentioned above, is accepted by the City of Carrabelle, City of St. Marks, City of Mexico Beach, Franklin County, Bay County, Okaloosa County, Santa Rosa County, Escambia County, State of Alabama, State of Mississippi, State of Texas, and the State of Louisiana. MONROE COUNTY, FLORIDA REQUEST FOR WAIVER OF INSURANCE REQUIREMENTS It is requested that the insurance requirements,as specified in the County's Schedule of Insurance Requirements, be waived or modified on the following contract or purchase. Contractor/Vendor: Walter Marine 1, LLC Artificial Reef Gullside Five(5)Mile Reef,Gulfside Eight(8)Mile Reef,and Guffside Nine(9)Mile Reef Project or Service: Contractor/Vendor P.O. Box 998 Address&Phone 9: Orange Beach, AL 36561 General Scope of Work: -Deployment of Artificial Reef Materials to three (3) offshore sites Reason for Waiver or Contractor will not use automobiles in performance of work. Modification: Contractor will not perform shoreline or inland marine work requiring insurance coverage under US Longshoreman&Harbor Worker's Act Contractor is furnishing all required Workers compensation Coverage through P&I Jones Act Policy 9CC8273-16 Policies Waiver or Modification will apply to: -Worker's Compensation; USL&H; Auto Liability Modification L1 ,3"(,A, 4—t�r' Signature of Requestor: Date: Approved Not Approved 1/12/26 W_ Risk Management Signature:. q"&Of, Q&",d, V Date: County Administrator appeal: Approved: Not Approved: Date: Board of County Commissioners appeal: Approved: 1.J Not Approved: Meeting Date: