CLIFF STEPHENS PARK STORMWATER RETROFITTING - UWA 11 - ALLIGATOR LAKE AT CLIFF STEPHENS PARK
of any damage to other parts of the system resulting from such defects. The DEP shall
promptly give notice to the CONTRACTOR of observed defects. In the event that the
CONTRACTOR fails to make adjustments, repairs, corrections or other work made
necessary by such defects, the DEP may do so and charge the CONTRACTOR the cost
incurred. The construction subcontractor's performance bond shall remain in full force and
effect through the guarantee period.
3. The DEP's or EP A's approval of drawings, designs, specifications, reports and incidental
work or materials furnished hereunder shall not in any way relieve the CONTRACTOR of
responsibility for the technical adequacy of its work. Neither the DEP's nor EP A's review,
approval, acceptance or payment for any of the services shall be construed as a waiver of
any rights under this Agreement or of any cause for action arising out of the performance
of this Agreement.
4. The CONTRACTOR shall be, and shall remain, liable in accordance with applicable law
for all damages to the DEP or EP A caused by the CONTRACTOR's negligent performance
of any of the services furnished under this Agreement, except for errors, omissions or other
deficiencies to the extent attributable to the DEP, DEP-furnished data or any third party.
The CONTRACTOR shall not be responsible for any time delays in the project caused by
circumstances beyond the CONTRACTOR's control.
5. The CONTRACTOR's obligations under this clause are in addition to the
CONTRACTOR's other express or implied assurances under this Agreement or State law
and in no way diminish any other rights that the DEP may have against the
CONTRACTOR for faulty materials, equipment, or work.
6. When issuing statements, press releases, requests for proposals, bid solicitations, or other
documents related to this project, the CONTRACTOR shall clearly state in each document:
(1) the percentage of the cost of the project supported by EP A funding, and (2) the dollar
amount of the EP A's support of the project.
7. The CONTRACTOR agrees to ensure that all conference, meeting, convention, or training
space funded in whole or in part with federal funds complies with The Hotel and Motel
Fire Safety Act of 1990.
C. Specific Responsibilities of the CONTRACTOR
The CONTRACTOR shall be responsible for obtaining the services of a construction
subcontractor through a competitive process comparable to Chapter 255, Florida Statutes.
D. Quality Assurance Plan
1. Upon Agreement execution, all parties involved with sampling and or analysis
activities, including the CONTRACTOR and any designated subcontractors, shall
submit Comprehensive Quality Assurance Plans (CompQAP) and one Quality
Assurance Project Plan (QAPP) for the purpose of approval by the DEP's
DEP Contract No. WM781, Page 2 of 20
,::I'>
Environmental Assessment (EA) Section. The CompQAP(s) shall be prepared in
accordance with the document entitled "DEP Manual for Preparing Quality Assurance
Plans, DEP-QA-001/90" (September 1992). The QAPP shall be prepared in accordance
with Section 5 of the same document and shall be submitted on DEP Form 62-
160.900(1).
2. The QAPP shall be submitted to the DEP Project Manager who will route the document
to the EA Section for review. CompQAPs and/or amendments to the CompQAPs shall
be submitted directly to the EA Section for review. Failure to submit the required QA
Plans within one month of Agreement execution shall result in suspension of the
Agreement until the documents have been submitted to the DEP EA Section. The
QAPP shall not be reviewed until the CompQAP has been given approval or "approval
pending" status by the EA Section.
3. The CONTRACTOR and affected subcontractors have three (3) opportunities to submit
their QA Plan documents to the Department for approval. If any Plan fails the approval
process three (3) times, the DEP may terminate the Agreement in its entirety. The
CONTRACTOR shall adhere to the data validation requirements for laboratory analysis
contained in Attachment B, attached hereto and made a part hereof. Failure to provide
acceptable QA Plans as required will result in suspension or termination of this
Agreement.
4. If the CONTRACTOR and/or affected subcontractors have approved CompQAPs on
file with the DEP EA Section, which contain all the information outlined in DEP-QA-
001/90 and which address all sampling and analysis capabilities to perform the
Agreement work, then only the QAPP shall be required under the terms of the preceding
paragraphs.
5. If the CONTRACTOR and/or affected subcontractors have approved CompQAPs which
do not contain the technical detail outlined in DEP-QA-001/90, or do not address the
sampling and analysis requirements of this Agreement, amendments to the CompQAP
shall be submitted with the QAPP. All documents shall be subject to the terms of
paragraphs 1 and 2 above.
6. The CompQAPs of all affected parties shall maintain approval status for the duration of
this Agreement by submitting the requisite documentation or amendments for annual
renewal. Failure to provide or maintain an acceptable QA Plan will result in suspension
or termination oftJ.ris Agreement.
7. The DEP Contract number shall appear on the title page of the submitted QAPP. A
cover letter that specifically states the DEP Contract number shall accompany any
CompQAP(s) or applicable CompQAP amendments. Within forty-five (45) days of
receipt of properly identified documents by the DEP EA Section, the EA Section shall
review and either approve the CompQAP(s) and QAPP, or provide comments to the
CONTRACTOR and affected subcontractors as to why the Plan(s) are not approved. If
further revisions are needed, the CONTRACTOR shall then have fifteen (15) days from
DEP Contract No. WM781, Page 3 of 20
the receipt of such comments to respond. The EA Section shall respond to all revisions
within 30 days of receipt in the EA Section.
8. If QA Plan review is delayed, through no fault of the CONTRACTOR, beyond sixty
(60) days after the Plan is received by the EA Section, the CONTRACTOR shall have
the option, after the Plan is approved, of requesting and receiving an extension in the
term of the Agreement for a time period not to exceed the period that EA review was
delayed. This option must be exercised at least sixty (60) days prior to the current
termination date ofthe Agreement.
9. Sampling and analysis may not begin until the QAPP has been given approval or
"approval pending" status. However, even if approval pending status has been given,
failure to obtain full approval within the time frames specified by the DEP will result in
suspension or termination of this Agreement.
10. Once approved, the CONTRACTOR shall follow the protocols specified III the
approved QAPP and associated CompQAP(s) including, but not limited to:
a. Ensuring that all stated quality control measures are collected, analyzed and
evaluated for acceptability;
b. Using only the protocols approved in the QAPP; and
c. Using only the equipment approved in the QAPP.
11. If any changes as outlined in Rule 62-160.220(6)(d) occur, the CONTRACTOR shall
submit appropriate amendments to the DEP Project Manager who will route these
amendments to the EA Section for review. Such amendments are subject to Rule 62-
160.220(6)(d) requirements and the same conditions as the original submittal (see 3, 7,
and 8 above). Failure to submit the required amendments or to meet any of the above-
stated conditions may result in the decision by the DEP Project Manager to suspend or
terminate the Agreement.
12. All sampling and analyses performed under this Agreement must conform to the
requirements set forth in Chapter 62-160, Florida Administrative Code (F.A.C.).
SECTION II - SCHEDULE OF WORK
This Agreement is effective on the date of execution and shall remain in effect for a period of
thirty-six (36) months, by which date all requirements shall have been completed. It is understood and
agreed that all work under this Agreement shall be substantially completed within the first twenty-four
(24) months of the Agreement period. The remaining twelve (12) months under this Agreement shall
be used for any post-construction monitoring and shall constitute the one year period following
substantial completion of the project during which the CONTRACTOR shall guarantee all work to be
free of defects due to faulty materials, equipment or workmanship, as set forth in SECTION I -
SCOPE OF THE PROJECT.
DEP Contract No. WM781, Page 4 of20
This Agreement may be renewed for an additional term not to exceed the original Agreement
period unless the original Agreement period is 24 months or less, in which case the Agreement may be
renewed up to two additional one-year periods. Renewal of this Agreement shall be in writing and
subject to the same terms and conditions of this Agreement. All renewals are contingent upon
satisfactory performance by the CONTRACTOR and the availability of funds.
SECTION III - REPORTS REQUIRED
A. Use of Recycled Paper
The CONTRACTOR agrees to use recycled paper for all reports which are prepared as a part of
this Agreement. This requirement does not apply to reports which are prepared on forms
supplied by EP A. This requirement applies even when the cost of recycled paper is higher than
that of virgin paper.
B. Progress Reports
The CONTRACTOR shall submit quarterly progress reports indicating work performed during
the report period, work scheduled for the next report period, problems encountered, and planned
solutions.
C. Final Report
A draft comprehensive final report must be submitted no later than sixty (60) days prior to the
substantial completion date of the Agreement as identified in SECTION II - SCHEDULE OF
WORK. A comprehensive final report must be submitted no later than thirty (30) days prior to
the substantial completion date of the Agreement as identified in SECTION II - SCHEDULE OF
WORK. The CONTRACTOR's final report shall include an accounting of all project expenses, a
report of all matching funds contributed on behalf of the CONTRACTOR, and a statement
acknowledging that the project has been supported by a grant from the EP A.
The CONTRACTOR's final report shall include the following statement (Note: insert actual
dollar costs in appropriate blank spaces):
"This project and the preparation of this report (or booklet, pamphlet, etc. as appropriate)
was funded in part by a Section 319 Nonpoint Source Management Program grant from the
U. S. Environmental Protection Agency (US EP A) through a contract with the
Stormwater/Nonpoint Source Management Section of the Florida Department of
Environmental Protection. The total cost of the project was $ (show actual amount) of
which $ (show actual amount) , or (show actual percent) % was provided by the US
EPA."
The CONTRACTOR agrees to provide a copy of any draft report and/or final report to the DEP
before making, or allowing to be made, a press release, publication, or other public
announcement of the project's outcome. This shall not be construed to be a limitation upon the
operation and applicability of Chapter 119, Florida Statutes.
DEP Contract No. WM781, Page 5 of 20
SECTION IV - COMPENSATION
For satisfactory performance, the DEP agrees to compensate the CONTRACTOR on a cost
reimbursement basis not to exceed $242,000 towards the total project costs of $651,500. The
CONTRACTOR shall provide a non-federal match in the amount of $409,500 through in-kind services
provided by the CONTRACTOR, or through other non-federal funding sources available to the
CONTRACTOR. It is understood and agreed that non-federal funds expended on this project prior to
execution of this Agreement, which were expended on or after June 12, 2000, may be used by the
CONTRACTOR in fulfilling its match obligation under this Agreement.
The State of Florida's performance and obligation to pay under this Agreement is contingent
upon an annual appropriation by the Legislature and continuation of other funding presently
anticipated, without liability for anticipated profits for unfinished work.
SECTION V - PAYMENTS
A. The CONTRACTOR shall submit invoices to the DEP on a quarterly basis, accompanied by the
required progress reports. A final invoice must be submitted to the DEP no later than thirty (30)
days following the substantial completion date of the Agreement, to assure the availability of
funds for payment. Each invoice submitted shall document all matching funds and/or match
efforts (i.e. in-kind services) provided during the service period covered by each invoice.
B. The State Comptroller requires detailed supporting documentation of all costs under a cost
reimbursement Agreement. In accordance with the Comptroller's Contract Payment
Requirements (attached hereto and made a part hereof as Attachment C), the CONTRACTOR
shall comply with the minimum requirements set forth therein. Invoices shall be accompanied by
supporting documentation and other requirements as follows:
1. Contractual (Subcontractors) - Reimbursement requests for payments to subcontractors must
be substantiated by copies of invoices with backup documentation identical to that required
from the CONTRACTOR. Subcontracts which involve payments for direct salaries shall
clearly identify the personnel involved, salary rate per hour, and hours/time spent on the
project. All multipliers used (i.e. fringe benefits, overhead, and/or general and administrative
rates) shall be supported by audit. If the DEP determines that multipliers charged by any
subcontractor exceeded the rates supported by audit, the CONTRACTOR shall be required to
reimburse such funds to the DEP within 30 days of written notification. Interest on the
excessi.ve charges shall be calcul,ated based on the prevailing rate used by the State Board of
Administration. For fixed price subcontracts, the following provisions shall apply:
a. The CONTRACTOR may award, on a competitive basis, fixed price subcontracts to
consultants/contractors in performing the work described in Attachment A. Invoices
submitted to the DEP for fixed price subcontracted activities shall be supported with a
copy of the subcontractor's invoice and a copy of the tabulation form for the competitive
procurement process (Invitation to Bid or Request for Proposals) resulting in the fixed
price subcontract.
DEP Contract No. WM781, Page 6 of 20
b. The CONTRACTOR may request approval from the DEP to award a fixed price
subcontract resulting from procurement methods other than those identified in paragraph
B.1.a. above. In this instance, the CONTRACTOR shall request the advance written
approval from the DEP's Project Manager of the fixed price negotiated by the
CONTRACTOR. The letter of request shall be supported by a detailed budget and Scope
of Services to be performed by the subcontractor. Upon receipt of the DEP Project
Manager's approval of the fixed price amount, the CONTRACTOR may proceed in
finalizing the fixed price subcontract, subject to the provisions of SECTION XI -
SUBCONTRACTING and any other appropriate provisions of this Agreement which
affect subcontracting activities.
2. Travel - Travel expenses and per diem must be documented by a State of Florida Travel
Voucher with appropriate receipts. Reimbursement will be made in accordance with Section
112.061, Florida Statutes.
3. Equipment - (Capital outlay $1,000 or more in value) - The purchase of non-expendable
equipment costing $1,000 or more is not authorized under this Agreement.
4. Rental/Lease of Equipment - Include copies of invoices or receipts to document charges.
5. Other Expenses - e.g., Signage, materials, supplies, phone, reproduction, mailing, must be
documented by itemizing and including copies of receipts or invoices.
C. Each invoice submitted must be in detail sufficient for preaudit and postaudit review. Five copies
of each invoice, including appropriate backup documentation, shall be submitted to:
Department of Environmental Protection
Division of Water Resource Management
Attn: Mr. David Worley
2600 Blair Stone Road (MS3570)
Tallahassee, Florida 32399-2400
D. Upon satisfactory completion of the work performed under this Agreement, as a condition before
final payment under this Agreement or as a termination settlement under this Agreement, the
CONTRACTOR shall execute and deliver to the DEP, using Attachment D - Release of Claims
by Contractor on EP A Sub agreement, a release of all claims against the DEP arising under, or by
virtue of, this Agreement, except claims which are specifically exempted by the CONTRACTOR
to be set forth therein. Unless otherwise provided in this Agreement by State law or otherwise
expressly agreed to by the parties to this Agreement, final payment under this Agreement or
settlement upon termination of this Agreement shall not constitute a waiver of the DEP's claims
against the CONTRACTOR or the CONTRACTOR's sureties under this Agreement or
applicable performance and payment bonds. Release of claims in this section shall refer to
contract claims.
DEP Contract No. WM781, Page 7 of20
E. This Agreement is subject to availability of funds or continuation of funding anticipated at the
time of execution. Should funding be discontinued or reduced, the Agreement will be terminated
or amended, as appropriate. In this event, the CONTRACTOR shall be compensated for work or
services satisfactorily completed.
SECTION VI - MANAGEMENT
The CONTRACTOR's Project Manager is Mr. Terry Finch, telephone 727/562-4742. The DEP's
Project Manager is Mr. David Worley, telephone 850/921-9919. All matters shall be coordinated with
or directed to the Project Managers for action or disposition.
SECTION VII - TERMINATIONS
A. This Agreement may be terminated in whole or in part in writing by either party in the event of
substantial failure by the other party to fulfill its obligations under this Agreement through no
fault of the terminating party, provided that no termination may be effected unless the other party
is given: (1) not less than 10 calendar days' written notice (delivered by Certified Mail, return
receipt requested) of intent to terminate, and (2) an opportunity for consultation with the
terminating party prior to termination.
B. This Agreement may be terminated in whole or in part in writing by the DEP for its convenience,
provided that the CONTRACTOR is given: (1) not less than 10 calendar days' written notice
(delivered by Certified Mail, return receipt requested) of intent to terminate, and (2) an
opportunity for consultation with the DEP prior to termination.
C. Iftermination for default is effected by the DEP an equitable adjustment in the price provided for
in this Agreement shall be made, but (1) no amount shall be allowed for anticipated profit on
unperformed services or other work, and (2) any payment due to the CONTRACTOR at the time
of the termination may be adjusted to cover any additional costs to the DEP because of the
CONTRACTOR's default. If termination for default is effected by the CONTRACTOR, or if
termination for convenience is effected by the DEP the equitable adjustment shall include a
reasonable profit for services or other work performed. The equitable adjustment for any
termination shall provide for payment to the CONTRACTOR for services rendered and expenses
incurred prior to the termination, in addition to termination settlement costs reasonably incurred
by the CONTRACTOR relating to commitments which had become firm prior to the
termination.
D. Upon receipt of a termination action under paragraphs A or B above, the CONTRACTOR shall:
(1) promptly discontinue all effected work (unless the notice directs otherwise), and (2) deliver or
otherwise make available to the DEP all data, drawings, specifications, reports, estimates,
summaries and such other information and materials as may have been accumulated by the
CONTRACTOR in performing this Agreement, whether completed or in process.
E. Upon termination under paragraphs A or B above, the DEP may take over the work or may
award another party a contract to complete the work.
DEP Contract No. WM781, Page 8 of20
F. If, after termination for failure of the CONTRACTOR to fulfill contractual obligations, it is
determined that the CONTRACTOR had not failed to fulfill contractual obligations, the
termination shall be deemed to have been for the convenience of the DEP. In such event,
adjustment ofthe Agreement price shall be made as provided in paragraph C ofthis section.
SECTION VIII - REMEDIES
All services shall be performed by the CONTRACTOR to the satisfaction of the Secretary of the
DEP or his/her designated representative, who shall decide all questions, difficulties, and disputes of
whatever nature which may arise under or by reason of the Agreement, the prosecution and fulfillment
of the services hereunder and the character, quality, amount and value thereof, and the Secretary's
decision upon all claims, questions, and disputes shall be final, conclusive and binding upon the parties
thereto, to the extent provided by Florida law.
SECTION IX - LIABILITY
Each party hereto agrees that it shall be solely responsible for the wrongful acts of its employees
and agents. However, nothing contained herein shall constitute a waiver by either party of its
sovereign immunity or the provisions of Section 768.28, Florida Statutes.
SECTION X - INTEREST OF CONTRACTOR
The CONTRACTOR covenants that it presently has no interest and shall not acquire any interest,
direct or indirect, which would conflict in any manner or degree with the performance of services
required to be performed under this Agreement. The CONTRACTOR further covenants that in the
performance ofthis Agreement no person having such interest shall be employed.
SECTION XI - SUBCONTRACTING
A. The CONTRACTOR shall not subcontract, assign, or transfer any work under this Agreement
without the prior written consent of the DEP. When applicable, and upon receipt of such consent
in writing, the CONTRACTOR shall cause the names of the firms responsible for such portions
ofthe work to appear on such work.
B. The CONTRACTOR agrees to notify the DEP of all subcontracts no less than ten days prior to
the effective date of the subcontracts for the purpose of approval by the DEP. The
CONTRACTOR agrees to provide the DEP with an executed copy of all subcontracts within ten
days after the effective date ofthe Agreement.
C. The CONTRACTOR agrees to be responsible for the fulfillment of all work elements included in
the subcontracts and agrees to be responsible for the payment of all monies due under any
subcontract and hold the DEP and the EP A harmless from any liability or damages arising under
or from any subcontract hereinunder, to the extent provided by Florida law.
D. Pursuant to the Lobbying Disclosure Act of 1995, the CONTRACTOR agrees to refrain from
entering into any subcontracts under this Agreement with any organization described in Section
DEP Contract No. WM781, Page 9 of20
501(c)(4) of the Internal Revenue Code of 1986, unless such organization warrants that it does
not, and will not, engage in lobbying activities prohibited by the Act as a special condition of the
subcontract.
SECTION XII - MBE/WBE UTILIZATION
In accordance with EP A's Program for Utilization of Small, Minority and Women's Business
Enterprises in procurement under assistance programs, the CONTRACTOR shall ensure, to the fullest
extent possible, that at least the negotiated fair share percentages of Federal funds for subcontracts for
supplies, construction, equipment or services are made available by the CONTRACTOR to
organizations owned or controlled by socially and economically disadvantaged individuals, women and
historically black colleges and universities.
The CONTRACTOR agrees to include in their bid documents, and require all of its
subcontractors to include in their bid documents, the fair share percentages set forth below. The
CONTRACTOR agrees to achieve, to the fullest extent possible, the State of Florida's fair share
objective and to require those selected project participants to comply with 40 CFR 30.44(b), 31.36(e),
35.3145(d), 35.6580 or the Drinking Water State Revolving Fund (SRF) Program Guidelines, as
appropriate. The negotiated fair share commitments for the State of Florida are as follows:
State Revolving Fund Construction:
Architectural & Engineering Services:
Commodities:
Contractual:
Construction:
11 % MBE and 3% WBE (both SRF)
10% MBE and 15% WBE
7% MBE and 17% WBE
14% MBE and 36% WBE
10% MBE and 11 % WBE (non SRF)
To evaluate compliance with the "Fair Share" policy, the CONTRACTOR also agrees to comply
with the six affirmative steps stated in 40 CFR 30.44(b), 40 CFR 31.36(e), 35.3145(d), 35.6580, as
appropriate, and must retain all records documenting the CONTRACTOR's and all its subcontractor's
good faith efforts.
In the event that the CONTRACTOR does not want to rely on the applicable State's MBE/WBE
goals, the CONTRACTOR agrees to submit proposed MBE/WBE goals based on availability of
qualified minority and women-owned businesses to do work in the relevant market for construction,
services, supplies and equipment. "Fair share" objectives must be submitted to the MBE/WBE
Coordinator, Grants Management Office, 61 Forsyth Street, Atlanta, GA 30303 within thirty (30) days
of Agreement execution. It is expected that EPA approval/disapproval of the CONTRACTOR's
MBE/WBE objectives will be provided within thirty (30) days of submission to the EP A Grants
Management Office.
SECTION XIII - SMALL BUSINESS UTILIZATION
In accordance with Section 129 of Public Law 100-590, the Small Business Administration
Reauthorization and Amendment Act of 1988, the CONTRACTOR agrees to utilize, and to encourage
its subcontractors under this Agreement to utilize, small businesses located in rural areas to the
maximum extent possible. The CONTRACTOR agrees to follow the six affirmative steps stated in 40
DEP Contract No. WM781, Page 10 of20
CFR 30.44(b), 31.36 or 35.6580, as appropriate, in the award of any subcontracts under this
Agreement. It is understood and agreed that compliance with this requirement will be monitored
during management review conducted by the EP A.
SECTION XIV - NOTICE
Any notice or other written communication between the parties shall be considered delivered
when posted by certified mail or delivered in person to the Project Manager.
SECTION XV - PERSONNEL
A. To the extent required by law, the CONTRACTOR will be self-insured against, or will secure
and maintain such insurance as will protect it from claims under Workers' Compensation Acts
and from claims for bodily injury, death, or property damage which may arise from the
performance of its services under this Agreement.
B. No person, on the grounds of race, creed, color, national origin, age, sex, or disability, shall be
excluded from participation in; be denied the proceeds or benefits of; or otherwise be subjected
to discrimination in performance of this Agreement.
C. An entity or affiliate who has been placed on 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
not transact business with any public entity. The 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 the Florida
Department of Management Services, Office of Supplier Diversity at 850/487-0915.
SECTION XVI - DOCUMENTS AND NON-EXPENDABLE EQUIPMENT
A. Ownership of Documents
All reports produced and other data gathered by the CONTRACTOR for the purpose of this
Agreement shall become the joint property of the DEP and the CONTRACTOR without
restrictions or limitations upon their use and shall be made available by the CONTRACTOR at
any time upon request of the DEP.
B. Non-Expendable Equipment and Personal Property
The purchase of non-expendable equipment costing $1,000 or more is not authorized under this
Agreement.
DEP Contract No. WM781, Page 11 of 20
SECTION XVII - BONDING REQUIREMENTS. CONSTRUCTION CONTRACTS
A. Performance and Payment Bonds.
Prior to commencing any construction activities by a subcontractor under this Agreement,
CONTRACTOR will have executed and provide proof of such to the DEP:
1. A performance bond by the construction subcontractor for 100% of the agreement price to
secure fulfillment of the CONTRACTOR's obligations to the DEP, and which names the DEP
as payee; and,
2. A payment bond by the construction subcontractor for 100% of the agreement price to assure
payment as required by law to all persons supplying labor and material in the execution of the
work provided for in this agreement.
B. Bid Bonds
Where construction subcontracts exceeding $100,000 are to be let by Invitation to Bid or Request
for Proposal (RFP), the CONTRACTOR shall require a bid guarantee from each bidder
equivalent to five percent of the bid price. The bid guarantee shall consist of a firm commitment
such as a bid bond, certified check or other negotiable instrument accompanying a bid as
assurance the bidder will, upon acceptance of the bid, execute such contractual documents as may
be required within the time specified.
C. Sureties
The required bonds shall be obtained from companIes holding certificates of authority as
acceptable sureties (31 CFR 223).
SECTION XVIII - CHANGES IN SERVICES REQUIREMENTS
A. The DEP may at any time, without notice to any surety, by written order designated or indicated
to be a change order, make any change in the work within the general scope of the Agreement,
including but not limited to changes:
1. In the specifications (including drawings and designs);
2. In the time, method, or manner of performance of the work;
3. In the DEP-furnished facilities, equipment, materials, services, or site; or
4. Directing acceleration in the performance of work.
B. A change order shall also be any other written or oral order (including direction, instruction,
interpretation or determination) from the DEP, which causes any change, provided the
DEP Contract No. WM781, Page 12 of20
CONTRACTOR gives the DEP written notice stating the date, circumstances, and source of the
order and that the CONTRACTOR regards the order as a change order.
C. Except as provided in this section, no order, statement, or conduct ofthe DEP shall be treated as a
change under this clause or entitle the CONTRACTOR to an equitable adjustment.
D. If any change under this section causes an increase or decrease in the CONTRACTOR's cost or
the time required to perform any part of the work under this Agreement, whether or not changed
by any order, the DEP shall make an equitable adjustment and modify this Agreement in writing.
Except for claims based on defective specifications, no claim for any change under paragraph B
above shall be allowed for any costs incurred more than 20 days before the CONTRACTOR
gives written notice as required in paragraph B. In the case of defective specifications for which
the DEP is responsible, the equitable adjustment shall include any increased cost the
CONTRACTOR reasonably incurred in attempting to comply with those defective specifications.
E. If the CONTRACTOR intends to assert a claim for an equitable adjustment under this clause, he
must, within 30 days after receipt of a written change order under paragraph A.l. or the
furnishing of a written notice under paragraph B submit a written statement to the DEP setting
forth the general nature and monetary extent of such claim. The DEP may extend the 30-day
period. The CONTRACTOR may include the statement of claim in the notice under paragraph B
of this change clause.
F. No claim by the CONTRACTOR for an equitable adjustment shall be allowed if made after final
payment under this Agreement.
SECTION XIX - DIFFERING SITE CONDITIONS
A. The CONTRACTOR shall promptly, and before such conditions are disturbed, notify the DEP in
writing of:
1. Subsurface or latent physical conditions at the site differing materially from those indicated in
this Agreement; or
2. Unknown physical conditions at the site, of an unusual nature, differing materially from those
ordinarily encountered and generally recognized as inhering in work of the character provided
for in this Agreement.
B. The DEP shall promptly investigate the conditions. If it finds that conditions materially differ
and will cause an increase or decrease in the CONTRACTOR's cost or the time required to
perform any part of the work under this Agreement, whether or not changed as a result of such
conditions, the DEP shall make an equitable adjustment and modify the Agreement in writing.
C. No claim of the CONTRACTOR under this clause shall be allowed unless the CONTRACTOR
has given the notice required in paragraph A of this clause. However, the DEP may extend the
time prescribed in paragraph A.
DEP Contract No. WM781, Page 13 of 20
D. No claim by the CONTRACTOR for an equitable adjustment shall be allowed if asserted after
final payment under this Agreement.
SECTION XX - SUSPENSION OF WORK
A. The DEP may order the CONTRACTOR in writing to suspend, delay or interrupt all or any part
of the work for such period of time as the DEP may determine to be appropriate for the
convenience of the DEP.
B. If the performance of all or any part of the work is suspended, delayed or interrupted for an
unreasonable period of time by an act of the DEP in administration of this Agreement, or by the
DEP's failure to act within the time specified in this Agreement (or ifno time is specified, within
a reasonable time), the DEP shall make an adjustment for any increase in the cost of performance
of this Agreement (excluding profit) necessarily caused by such unreasonable suspension, delay
or interruption and modify the Agreement in writing. However, no adjustment shall be made
under this clause for any suspension, delay or interruption to the extent:
1. That performance would have been so suspended, delayed or interrupted by any other cause,
including the fault or negligence of the CONTRACTOR; or
2. For which an equitable adjustment is provided for or excluded under any other provision of
this Agreement.
C. No claim for this clause shall be allowed:
1. For any costs incurred more than 20 days before the CONTRACTOR notified the DEP in
writing of the act, or failure to act, involved (this requirement does not apply to a claim
resulting from a suspension order), and
2. Unless the amount claimed is asserted in writing as soon as practicable after the termination
of such suspension, delay or interruption, but not later than the date of final payment under
the Agreement.
SECTION XXI - SUPERSESSION
The DEP and the CONTRACTOR agree that this and other appropriate clauses in 40 CFR 31.36
apply to that work eligible for EP A assistance to be performed under this Agreement and that these
clauses supersede any conflicting provisions of this Agreement.
SECTION XXII - PRIVITY OF CONTRACT
This Agreement is expected to be funded in part with funds from the U.S. Environmental
Protection Agency. Neither the United States nor any of its departments, agencies or employees is, or
will be, a party to this Agreement or any lower tier subcontract. This Agreement is subject to
regulations contained in 40 CFR, Part 31.36 in effect on the date of the assistance award for this
project.
DEP Contract No. WM781, Page 14 of 20
SECTION XXIII - AUDIT: ACCESS TO RECORDS
A. The CONTRACTOR shall maintain books, records, documents and other evidence directly
pertinent to performance on EP A funded work under this Agreement in accordance with
generally accepted accounting principles and practices consistently applied, and 40 CFR, Part 30
or 31, as applicable, in effect on the date of execution of this Agreement. The CONTRACTOR
shall also maintain the financial information and data used in the preparation or support of the
cost submission required under 40 CFR 31.36 for any negotiated contract or change order and a
copy of the cost summary submitted to the DEP. The United States Environmental Protection
Agency, the Comptroller General of the United States, the United States Department of Labor,
the DEP and the State or any of their authorized representatives shall have access to all such
books, records, documents and other evidence for the purpose of inspection, audit and copying
during normal business hours. The CONTRACTOR will provide facilities for such access and
inspection.
B. If this is a formally advertised, competitively awarded, fixed price agreement, the
CONTRACTOR agrees to make paragraphs A through G of this clause applicable to all
negotiated change orders and Agreement amendments affecting the Agreement price. In the case
of all other types of prime agreements, the CONTRACTOR agrees to make paragraphs A
through G of this clause applicable to all agreements awarded in excess of $10,000 at any tier,
and to make paragraphs A through G of this clause applicable to all change orders directly
related to project performance.
C. Audits conducted under this provision shall be in accordance with generally accepted auditing
standards and with established procedures and guidelines of the reviewing or audit agency(ies).
D. The CONTRACTOR agrees to disclose all information and reports resulting from access to
records under paragraphs A and B of this provision to any of the agencies referred to in
paragraph A.
E. Records under paragraphs A and B above shall be maintained by the CONTRACTOR during
performance on EP A assisted work under this Agreement and for the time periods specified in 40
CFR, Part 30 or 31, as applicable. In addition, those records which relate to any controversy
arising under an EP A assistance agreement, litigation, the settlement of claims arising out of
such performance or to costs or items to which an audit exception has been taken shall be
maintained by the CONTRACTOR for the time periods specified in 40 CFR, Part 30 or 31, as
applicable.
F. Access to records is not limited to the required retention periods. The authorized representatives
designated in paragraph A of this clause shall have access to records at any reasonable time for as
long as the records are maintained.
G. This right of access clause applies to financial records pertaining to all agreements (except
formally advertised, competitively awarded, fixed price agreements) and all contract change
orders regardless of the type of agreement. In addition, this right of access applies to all records
DEP Contract No. WM781, Page 15 of20
pertaining to all agreements, agreement change orders and agreement amendments: a) to the
extent the records pertain directly to agreement performance; b) if there is any indication that
fraud, gross abuse or corrupt practices may be involved; or c) if the agreement is terminated for
default or for convenience.
H. In addition to the preceding paragraphs, the CONTRACTOR shall comply with the applicable
provisions contained in Attachment E (Special Audit Requirements), attached hereto and made a
part hereof. A revised copy of Attachment E, Exhibit-I, must be provided to the
CONTRACTOR with each amendment which authorizes a funding increase or decrease. The
revised Exhibit-1 shall summarize the funding sources supporting the Agreement for purposes of
assisting the CONTRACTOR in complying with the requirements of Attachment E. If the
CONTRACTOR fails to receive a revised copy of Attachment E, Exhibit-I, the CONTRACTOR
shall notify the DEP's Contracts Administrator at 850/922-5942 to request a copy of the updated
information.
SECTION XXIV - COVENANT AGAINST CONTINGENT FEES
The CONTRACTOR assures that no person or selling agency has been employed or retained to
solicit or secure this Agreement upon an agreement or understanding for a commission, percentage,
brokerage or contingent fee excepting bona fide employees or bona fide established commercial or
selling agencies maintained by the CONTRACTOR for the purpose of securing business. For breach
or violation of this assurance, the DEP shall have the right to annul this Agreement without liability or,
at its discretion, to deduct from the Agreement price or consideration, or otherwise recover the full
amount of such commission, percentage, brokerage or contingent fee.
SECTION XXV - LOBBYING
A. The CONTRACTOR certifies that no Federal appropriated funds have been paid or will 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 or employee of Congress, or an employee of a Member of Congress, in
connection with the awarding, renewal, amending or modifying of any Federal contract, grant,
or cooperative agreement. If any non-Federal funds are used for lobbying activities as described
above, the CONTRACTOR shall submit Attachment F, 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 subcontractors shall certify and disclose accordingly.
B. In accordance with Section 216.347, Florida Statutes, the CONTRACTOR is hereby prohibited
from using funds provided by this Agreement for the purpose of lobbying the Legislature, the
judicial branch or a state agency.
SECTION XXVI - GRATUITIES
A. If the DEP finds, after a notice and hearing, that the CONTRACTOR or any of the
CONTRACTOR's agents or representatives offered or gave gratuities (in the form of
DEP Contract No. WM781, Page 16 of20
entertainment, gifts or otherwise) to any official, employee or agent ofthe DEP, the State or EPA
in an attempt to secure a contract or favorable treatment in awarding, amending or making any
determinations related to the performance of this Agreement, the DEP may, by written notice to
the CONTRACTOR, terminate this Agreement. The DEP may also pursue other rights and
remedies that the law or this Agreement provides. However, the existence of the facts on which
the DEP bases such findings shall be in issue and may be reviewed in proceedings under Section
VIII (REMEDIES) ofthis Agreement.
B. In the event this Agreement is terminated as provided in paragraph A, the DEP may pursue the
same remedies against the CONTRACTOR as it could pursue in the event of a breach of the
Agreement by the CONTRACTOR, and as a penalty, in addition to any other damages to which
it may be entitled by law, be entitled to exemplary damages in an amount (as determined by the
DEP) which shall be not less than three nor more than ten times the costs the CONTRACTOR
incurs in providing any such gratuities to any such officer or employee.
SECTION XXVII - DEBARMENT AND SUSPENSION
A. In accordance with Executive Order 12549, Debannent and Suspension (40 CFR 32), the
CONTRACTOR shall agree and certify that neither it, nor its principals, is presently debarred,
suspended, proposed for debannent, declared ineligible, or voluntarily excluded from
participation in this transaction by any Federal 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 by the EPA to the DEP.
B. Upon execution of this Agreement by the CONTRACTOR, the CONTRACTOR shall complete,
sign and return a ~ of the form entitled "Certification Regarding Debannents, Suspension,
Ineligibility and Voluntary Exclusion - Lower Tier Federally Funded Transactions", attached
hereto and made a part hereof as Attachment G.
C. As required by paragraphs A and B above, the CONTRACTOR shall include the language of this
section, and Attachment G in all subcontracts or lower tier agreements executed to support the
CONTRACTOR's work under this Agreement.
SECTION XXVIII - PUBLIC ENTITY CRIMES
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 contractor, supplier, subcontractor, or consultant
under a contract with any public entity, and may not transact business with any public entity in excess
of the threshold amount provided in Section 287.017, F.S., for Category Two, for a period of 36
months from the date of being placed on the convicted vendor list.
SECTION XXIX - UNILATERAL CANCELLATION
The DEP reserves the right to unilaterally cancel this Agreement for refusal by the
CONTRACTOR to allow public access to all documents, papers, letters, or other material subject to
DEP Contract No. WM781, Page 17 of 20