CN-370000-GC182.pdf

Contract No. GC182 1 of 3 Rev. 06/19/2024

STATE OF FLORIDA

DEPARTMENT OF ENVIRONMENTAL PROTECTION

STANDARD CONTRACT

CONTRACT NO. GC182

This contract (the Contract) is entered into between the Florida Department of Environmental Protection (Department) and UES Professional Solutions, LLC, 9802 Palm River Road, Tampa, FL 33619 (Contractor), a Limited Liability Company.

NOW, THEREFORE, the parties agree as follows:

1. Scope of Work.

The Contractor shall provide Petroleum Contamination Site Response Action Services, as described more fully in Attachment 3, Scope of Work, which was procured under DEP Solicitation No. 2024019.

2. Duration.

a. Term. The Contract shall begin on the date of execution and continue until five (5) years thereafter, unless otherwise terminated.

b. Renewals. This Contract may be renewed for a period of up to five (5) years, at the sole discretion of the Department.

3. Contract Managers.

Department’s Contract Manager Contractor’s Contract Manager Name: Tim Foster Name: Kurt Hardy or successor or successor Address: 2600 Blair Stone Road Address: 9802 Palm River Road

Tallahassee, FL 32399-2400 Tampa, FL 33619

Phone: 850-245-8874 Phone: 813-740-8506 (office) / 813-896-2568 (direct) Email: Tim.Foster@FloridaDEP.gov Email: khardy@teamues.com

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4. Attachments and Exhibits.

The Parties agree to comply with the terms and conditions of the following attachments and exhibits which are hereby incorporated by reference:

Attachment 1: Terms and Conditions for Competitively Procured Contracts Attachment 2: Special Terms and Conditions Attachment 3: Scope of Work Attachment 4: Public Records Requirements Attachment 5: BAFO Rate Negotiation Sheet – Final Rates Attachment 6: Technology Standards Attachment 7: Contractor’s Proposal (RFPs Only) Attachment 8: BAFO Key Personnel Additional Attachments (if necessary):

Exhibit A: General Contract Conditions – PUR 1000 Exhibit B: Subcontractor Utilization Report Form Exhibit C: Contractor Affidavit/Release of Claims Form Exhibit D: Quality Assurance Requirements for Contracts Exhibit E: Advance Payment Terms and Interest Earned Memo Exhibit F: PUR 1808 – Common Carrier or Contracted Carrier Attestation Form Exhibit G: Non-Profit Organization Compensation Form Exhibit H: PUR 1355 – Foreign Country of Concern Attestation Form Exhibit I: Forced Labor Attestation Form

Additional Exhibits (if necessary):

Exhibit J: Scope of Work Appendix Exhibit K: Contract Payment Requirements

5. Compensation.

a. As consideration for the services rendered by Contractor under the terms of this Contract, the Department shall pay the

Contractor on a fixed unit rate and cost reimbursement basis for the completion of services as specified in the Scope of Work.

b. Reimbursement for costs shall be limited to the following budget categories, as defined in the Reference Guide for State Expenditures, as indicated:

Reimbursement Category

Salaries Overhead/Indirect/General and Administrative Costs:

a. Fringe Benefits, N/A.

b. Indirect Costs, N/A.

Other direct Costs Miscellaneous/Other Expenses, as outlined in Attachment 3 Travel, in accordance with Section 112

c. Department shall authorize all work assignments by Task Assignment Notification Form (TA) or Task Assignment

Change Order Form (TACO).

d. Contractor, or its subcontractors if authorized under this Contract, shall not commence work until either a TA/TACO has been fully executed, by both Department and Contractor.

e. In the event services are required that are within the general description of the Scope of Work, but are not specifically identified by name, the Department and Contractor reserve the right to negotiate Task Assignments covering performance of those required services only if there is established pricing in the Contract and such services do not expand the Scope of Work.

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f. Release of Claims. Upon payment for satisfactory completion of any portion of the services performed, the Contractor shall execute and deliver to the Department a release of all claims against the Department arising under, or by virtue of, the services, except claims which are specifically exempted by the Contractor to be set forth therein using Exhibit C, Contractor Affidavit/Release of Claims Form. Receipt by the Department of the Contractor’s Release is a condition of final payment under this Contract. Unless otherwise provided in this Contract, by State law or otherwise expressly agreed to by the parties to this Contract, final payment or settlement upon termination of this Contract shall not constitute a release or waiver of the Department’s claims against the Contractor, or the Contractor’s sureties, subcontractors, successors or assigns under this Contract or as against applicable performance and payment bonds.

IN WITNESS WHEREOF, this Contract shall be effective on the date indicated above or the last date signed below, whichever is later.

UES PROFESSIONAL SOLUTIONS, LLC FLORIDA DEPARTMENT OF ENVIRONMENTAL

PROTECTION

By: By:

(Authorized Signature) Secretary or Designee

Date Signed Date Signed

Print Name and Title of Person Signing Print Name and Title of Person Signing

FEID No. 59-1117804

Additional signatures attached on separate page.

John J Truitt Digitally signed by John J Truitt Date: 2025.08.22 10:21:57 -04'00'

Rev. 08/04/2025

STATE OF FLORIDA

DEPARTMENT OF ENVIRONMENTAL PROTECTION

Terms and Conditions for Competitively Procured Contracts

ATTACHMENT 1

1. Entire Agreement.

This Contract, including any Attachments and Exhibits referred to herein and/or attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, with respect to such subject matter. Except that subsections 257.058(a)-(i), F.S., are incorporated by reference where applicable. Any terms and conditions included on Contractor’s forms or invoices shall be null and void.

2. Contract Administration.

a. Order of Precedence. If there are conflicting provisions among the documents that make up the

Contract, the order of precedence for interpretation of the Contract is as follows:

i. Standard Contract

ii. Attachments other than Attachment 1, in numerical order as designated in the Standard Contract

iii. Attachment 1, Terms and Conditions for Competitively Procured Contracts

iv. The Exhibits in the order designated in the Standard Contract

b. All approvals, written or verbal, and other written communication between the parties, including all notices, shall be obtained by or sent to the parties’ Contract Managers. All written communication shall be by electronic mail, U.S. Mail, a courier delivery service, or delivered in person. Notices shall be considered delivered when reflected by an electronic mail read receipt, a courier service delivery receipt, other mail service delivery receipt, or when receipt is acknowledged by recipient. If the notice is delivered in multiple ways, the notice will be considered delivered at the earliest delivery time.

c. If a different Contract Manager is designated by either party after execution of this Contract, notice of the name and contact information of the new Contract Manager will be submitted in writing to the other party and maintained in the respective parties’ records. A change of Contract Manager does not require a formal amendment or change order to the Contract.

d. If Contractor desires to change subcontractor(s), the requested change including the name and contact information of the new subcontractor(s) must be submitted in writing to the Department for approval. A change in subcontractor(s) does not require a formal amendment or change order to the Contract. No vendor will be approved as a subcontractor who is also a contractor with an Agency Term Contract for Petroleum Response Action Services, a Division Administrative Services Contract, or PRP staff augmentation services contract for site management.

e. This Contract may be amended only by a written agreement between both parties. Amendments shall be based on availability of funding. A change order may be used when there is

(1) changes in deliverables due dates that do not change the overall Contract term or increase in the deliverable price or Contract amount; or

(2) changes in the price of an individual deliverable in cost reimbursement Contract when the overall Contract amount does not change.

All other changes shall be done through a formal amendment.

f. There is no minimum amount of work guaranteed as a result of this Contract. Any and all work assigned will be at the sole discretion of the Florida Department of Environmental Protection (“Department”). The Department reserves the right to assign different phases of Services on a specific site to different contractors.

In addition to other termination provisions in this Contract, the Department reserves the right to suspend or terminate the entire contract or any portion of this Contract or any other contract with the Department, if the Department and Contractor (or any of its affiliates or authorized subcontractors) are adverse in any litigation, administrative proceeding, or alternative dispute resolution. The suspension may last until such adverse relationship is resolved either by agreement or by final non-appealable order of a court.

g. All days in this Contract are calendar days unless otherwise specified.

3. Contract Duration.

a. Term. The term of the Contract shall begin and end on the dates indicated in the Standard

Contract, unless extended or terminated earlier in accordance with the applicable terms and conditions.

b. Renewals. Any renewals provided under the Contract must meet the requirements of section 287.058(1)(g), Florida Statute (F.S.), which is incorporated herein by reference. If the Standard Contract indicates renewals are available, the Contract may be renewed for those timeframe(s). All renewals are contingent upon satisfactory performance by Contractor and at the sole discretion of the Department. Renewals may be for the entire period or in increments.

c. No new Purchase Orders or Task Assignments shall be issued or executed after term. However, the Contract shall continue in effect up to twelve months after expiration of the term for completion of any Purchase Order or Task Assignment issued/executed during the term. Purchase Orders or Task Assignments, completion of which, that extends beyond the term shall continue to be subject to change, as appropriate.

4. Deliverables.

The Contractor agrees to render the services or otherwise provide deliverables as set forth in Attachment 3, Scope of Work and as otherwise set forth in this Contract. The services and/or deliverables shall be delivered in accordance with the schedule and at the pricing outlined in the Contract. Deliverables may be comprised of activities that must be completed prior to the Department making payment on that deliverable.

5. Performance Measures.

The Contractor warrants that:

(a) the services will be performed by qualified personnel;

(b) the services will be of the kind and quality described in the Scope of Work;

(c) Any and all such equipment, products or materials necessary to perform these services, or requirements shall be supplied by the Contractor;

(d) the services will be performed in a professional and workmanlike manner in accordance with industry standards and practices;

(e) the services shall not infringe upon the intellectual property rights, or any other proprietary rights, of any third party; and

(f) its employees, subcontractors, and/or subgrantees shall comply with any security and safety requirements and processes for work done at the Department or other location(s).

The Department reserves the right to investigate or inspect at any time to determine whether the services or qualifications offered by the Contractor meet the Contract requirements. Notwithstanding any provisions herein to the contrary, written acceptance of a particular deliverable does not foreclose Department’s remedies in the event deficiencies in the deliverable cannot be readily measured at the time of delivery.

6. Department’s Oversight Team.

a. Pursuant to section 287.057, F.S., contractors for services of $5 million or greater must meet with the

Department’s oversight team within thirty (30) days of formation of the team and meet with the oversight team at least once quarterly to respond to questions or requests for information from the oversight team.

b. Contractors for services of $10 million or greater must meet with the Department’s oversight team within thirty (30) days of formation of the team and meet with the oversight team at least once quarterly to respond to questions or requests for information from the oversight team.

c. The continuing oversight team may submit written questions to the Contractor concerning any items discussed during a continuing oversight team meeting. The contractor must respond to the oversight team’s questions within 10 business days after receiving the written questions. The questions and responses will be included in the contract file.

7. Approval of Deliverables.

a. Approval Process. All deliverables must be received and approved in writing by the Department’s

Site Manager before payment.

b. Rejection of Deliverables. The Department reserves the right to reject deliverables, as outlined in the

Scope of Work, as incomplete, inadequate, or unacceptable due, in whole or in part, to the Contractor’s lack of satisfactory performance under the terms of this Contract. Failure to fulfill the applicable technical requirements or complete all tasks or activities in accordance with the Scope of Work will result in rejection of the deliverable and the associated invoice. Payment for the rejected deliverable will not be issued unless the rejected deliverable is made acceptable to the Department in accordance with the Contract requirements. The Department, at its option, may allow additional time within which the Contractor may remedy the objections noted by the Department. The Contractor shall work diligently to correct all deficiencies in the deliverable that remain outstanding, within a reasonable timeframe. The Contractor’s efforts to correct the rejected deliverables will be at the Contractor’s sole expense. The Contractor’s failure to make adequate or acceptable deliverables after a reasonable opportunity to do so shall constitute an event of default.

8. Financial Consequences for Nonperformance.

a. Withholding Payment. In addition to the specific consequences explained in the Scope of Work and/or Terms and Conditions, the State of Florida (State) reserves the right to withhold payment when the Contractor has failed to perform/comply with provisions of this Contract. None of the financial consequences for nonperformance in this Contract, as more fully described in the Scope of Work, shall be considered penalties.

b. Invoice Reduction. See retainage section.

c. Corrective Action Plan. If the Contractor fails to correct all the deficiencies in a rejected deliverable within the specified timeframe, the Department may, in its sole discretion, request that a proposed Corrective Action Plan (CAP) be submitted by the Contractor to the Department. The Department request that the Contractor specify the outstanding deficiencies in the CAP. All CAPs must be able to be implemented and performed in no more than sixty (60) calendar days.

i. The Contractor shall submit a CAP within ten (10) calendar days of the date of the written request from the Department. The CAP shall be sent to the Contract Manager for review and approval. Within ten (10) calendar days of receipt of a CAP, the Department shall notify the Contractor in writing whether the proposed CAP has been accepted. If the CAP is not accepted, the Contractor shall have ten (10) calendar days from receipt of the Department letter rejecting the proposal to submit a revised proposed CAP. Failure to obtain the Department approval of a CAP as specified above may result in the Department’s termination of this Contract for cause as authorized in this Contract.

ii. Upon the Department’s notice of acceptance of a proposed CAP, the Contractor shall have ten (10) calendar days to commence implementation of the accepted plan. Acceptance of the proposed CAP by the Department does not relieve the Contractor of any of its obligations under the Contract. In the event the CAP fails to correct or eliminate performance deficiencies by Contractor, the Department shall retain the right to require additional or further remedial steps, or to terminate this Contract for failure to perform.

No actions approved by the Department or steps taken by the Contractor shall preclude the Department from subsequently asserting any deficiencies in performance. The Contractor shall continue to implement the CAP until all deficiencies are corrected.

Reports on the progress of the CAP will be made to the Department as requested by the Department’s Contract Manager.

iii. Failure to respond to a Department request for a CAP or failure to correct a deficiency in the performance of the Contract as specified by the Department may result in termination of the Contract.

9. Payment.

a. Payment Process. Subject to the terms and conditions established by the Contract, the pricing per deliverable, and the billing procedures established by the Department, the Department agrees to pay the Contractor for services rendered in accordance with section 215.422, F.S. Contractor shall submit invoices to the Department within thirty (30) days after the date of the Department’s written acceptance of each deliverable or the final deliverable specified in the Scope of Work Invoices and the appropriate documentation shall be submitted via email to the Department Contract Manager. Contractor’s failure to submit invoices within this timeframe may result in forfeiture of retainage, suspension or termination of remaining work, or the Contractor’s forfeiture of any unpaid balance for such deliverables.

b. Vendor Rights. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for Contractors who may be experiencing Problems in obtaining timely payment(s) from state agencies. The vendor Ombudsman may be reached at (850) 413-5516.

c. Taxes. The Department is exempted from payment of State sales and use taxes and Federal excise taxes. The Contractor, however, shall not be exempted from paying any taxes that it is subject to, including State sales and use taxes, or for payment by the Contractor to suppliers for taxes on materials used to fulfill its contractual obligations with the Department. The Contractor shall not use the Department's exemption number in securing such materials. The Contractor shall be responsible and liable for the payment of all its FICA/Social Security and other taxes resulting from this Contract.

d. Invoice Detail. All charges for services rendered or for reimbursement of expenses authorized by the Department pursuant to the Scope of Work shall be submitted to the Department in sufficient detail for a proper pre-audit and post-audit to be performed. The Contractor shall only invoice the Department for deliverables that are completed in accordance with the Scope of Work.

e. State Funds. Pursuant to section 216.1366, F.S., if Contractor meets the definition of a non-profit organization under section 215.97(2)(m), F.S., Contractor must provide the Department with documentation that indicates the amount of state funds:

i. Allocated to be used during the full term of the contract for remuneration to any member of the board of directors or an officer of Contractor.

ii. Allocated under each payment by the public agency to be used for remuneration of any member of the board of directors or an officer of the Contractor.

The documentation must indicate the amounts and recipients of the remuneration. Such information will be posted on the State’s contract tracking system and maintained pursuant to section 215.985, F.S., and must be posted on the Contractor’s website, if Contractor maintains a website.

f. Multiple Payment Request. Contractor’s submitted invoice shall represent a full account of the work done during each invoice period, and include all fees and costs claimed for work done during that period. Department’s payment of an invoice shall constitute full payment and a final settlement of all of Contractor’s claims for services provided during the invoice period. No subsequently asserted claims or invoices for services performed during a previously invoiced period will be payable by the Department.

g. Partial Payments. Partial payments will not be made by the Department.

h. Task Payments. Payments may be made by the Department upon completion of the individual task. Task payment request shall be submitted to the Department no later than thirty (30) calendar days following the approval of the task.

i. Final Payment Request. A final payment request must be submitted to the Department no later than thirty (30) calendar days following the approval and completion date of the Contract.

j. Annual Appropriation Contingency. The State’s performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Legislature. Authorization for continuation and completion of work and any associated payments may be rescinded, with proper notice, at the discretion of the Department if the Legislature reduces or eliminates appropriations.

k. Interest Rates. All interest rates charged under the Contract shall be calculated on the prevailing rate used by the State Board of Administration. Interest payments of less than $1 will not be issued unless Contractor requests such payment. To obtain the applicable interest rate, please refer to:

https://www.myfloridacfo.com/Division/AA/Vendors

l. Limitation on Payment. Contractor shall not be compensated for services performed prior to execution of this Contract, for services performed following its termination, or suspension, nor for services that exceed the funding amount specified herein or in any amendment to this Contract. It is the Contractor’s responsibility to know when the authorized compensation amount of the Contract will be reached.

Contractor shall not perform, nor be compensated for, any services beyond the services described in the Scope of Work.

10. Documentation Required for Cost Reimbursement Contracts.

If Cost Reimbursement is authorized in the Standard Contract, the following conditions apply. To be eligible for reimbursement, costs and supporting documentation must be in compliance with laws, rules, and regulations governing agreements for services, including, but not limited to, the Reference Guide for State Expenditures, which can be accessed at the following web address:

https://www.myfloridacfo.com/docs-sf/accounting-and-auditing-libraries/state-agencies/reference-guide-for-state-expenditures.pdf Invoices for cost reimbursement shall be supported by an itemized listing of expenditures by category (salary, travel expenses, etc.). Supporting documentation must indicate that the item was paid and indicate the date of service.

11. Preferred Pricing Clause.

The Preferred Pricing Clause of the PUR 1000, section 4.(b), is not applicable to the Contract.

12. Step-in Rights.

If the Contractor is in material breach of its obligation to perform any of the services under the Contract and fails to remedy such breach within ten (10) days after written notice of the breach from the Department, the Department, at its sole discretion, shall have the right to “step-in” (i.e., perform the work itself) or hire another contractor to perform these services. Contractor shall be liable to the Department for any fees or expenses that the Department may incur in exercising its step-in rights or securing a substitute provider to assume completion of those services.

13. Notice of Default.

If the Contractor defaults in the performance of any covenant or obligation contained in the Contract, purchase order or task assignment, including, any of the events of default, the Department shall provide notice to the Contractor and an opportunity to cure that is reasonable under the circumstances. This notice shall state the nature of the failure to perform and provide a time certain for correcting the failure.

The notice will also provide that, should the Contractor fail to perform within the time provided, the Contractor will be found in default, and the Department may terminate the Contract effective as of the date of receipt of the default notice.

14. Events of Default Subject to the Notice of Default Provision.

Provided such failure is not the fault of the Department or outside the reasonable control of the Contractor, the following non-exclusive list of events, acts, or omissions, shall constitute events of default.

a. The commitment of any material breach of this Contract by the Contractor, including failure to timely deliver a material deliverable, failure to perform the minimal level of services required for a deliverable, discontinuance of the performance of the work, failure to resume work that has been discontinued within a reasonable time after notice to do so, or abandonment of the Contract;

b. Failure to maintain adequate progress, thus endangering the performance of the Contract;

c. Failure to honor any term of the Contract;

d. Failure to abide by any statutory, regulatory, or licensing requirement, including an entry of an order revoking the certificate of authority granted to the Contractor by a state or other licensing authority;

e. Failure to timely and fully pay any and all entities, individuals, and furnishing labor or materials, or failure to make payment to any other entities as required by this Contract;

f. Failure to comply with a preferred-pricing clause required by this Contract, if any, at the Department’s discretion;

g. Failure to maintain the insurance required by this Contract;

h. Failure to maintain its qualified contractor status with the Department during the term of this Contract.

In the event that Contractor’s qualification status lapses, the professional engineer of record changes, the professional geologist of record changes, Contractor shall notify the Department within 1 business day of being notified that a lapse will occur and undertake steps to maintain/reinstate qualified status including providing updated professional engineer / professional geologist documentation of license prior to continuation of any executed Work Assignment or acceptance of any new Work Assignment.

Failure to timely notify the Department shall result in the suspension of all Work Assignments and/or termination of this Contract.

i. One or more of the circumstances below, uncorrected for more than 30 calendar days unless, within the specified 30-day period, the Contractor (including its receiver or trustee in bankruptcy) provides to the Department adequate assurances, reasonably acceptable to the Department, of its continuing ability and willingness to fulfill its obligations under the Contract:

i. Entry of an order for relief under Title 11 of the United States Code;

ii. The making by the Contractor of a general assignment for the benefit of creditors;

iii. The appointment of a general receiver or trustee in bankruptcy of the Contractor’s business or property; and/or

iv. An action by the Contractor under any state insolvency or similar law for the purpose of its bankruptcy, reorganization, or liquidation.

15. Events of Default that Result in Immediate Termination.

a. The commitment of any material misrepresentation or omission in any materials, or discovery by the Department of such, made by the Contractor in this Contract or in its response to the solicitation;

b. Employment of an unauthorized alien in the performance of the work, in violation of Section 274

(A) of the Immigration and Nationality Act;

c. Department’s good faith belief that failure to comply with the Employment Eligibility Verification requirements of this Contract has occurred; and

d. Submittal of a Final Invoice with an affidavit certifying payment of a subcontractor, which was not paid.

16. Indemnification.

a. The Contractor shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless the Department and its officers, agents, and employees, from suits, actions, damages, and costs of every name and description arising from or relating to:

i. personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Contractor, its agents, employees, partners, or subcontractors;

ii. Contractor acknowledges that work performed under this Contract is invasive and Contractor shall perform due diligence to avoid causing damage; or

iii. the Contractor’s breach of this Contract or the negligent acts or omissions of the Contractor.

b. The Contractor’s obligations under the preceding paragraph with respect to any legal action are contingent upon the Department giving the Contractor (1) written notice of any action or threatened action; (2) the opportunity to take over and settle or defend any such action at Contractor’s sole expense; and (3) assistance in defending the action at Contractor’s sole expense.

c. No provision in this Contract shall require the Department to hold harmless or indemnify the Contractor, insure or assume liability for the Contractor’s negligence, waive the Department’s sovereign immunity under the laws of Florida, or otherwise impose liability on the Department for which it would not otherwise be responsible. Any provision, implication or suggestion to the contrary is null and void.

17. Remedies.

All rights and remedies provided in this Contract are cumulative and not exclusive of any other rights or remedies that may be available to the Department, whether provided by law, equity, statute, in any other agreement between the parties or otherwise. Department shall be entitled to injunctive and other equitable relief, including, but not limited to, specific performance, to prevent a breach, continued breach or threatened breach of this Contract. No remedy or election hereunder shall be deemed exclusive. A failure to exercise or a delay in exercising, on the part of the Department, any right, remedy, power or privilege hereunder shall not operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The Department may, in addition to other remedies available to it at law or in equity and upon notice to the Contractor, retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against it.

18. Ownership of Documents.

All plans, specifications, maps, computer files, databases and/or reports prepared or obtained under this Contract, as well as data collected together with summaries and charts derived therefrom, shall become the property of the Department upon completion or termination of this Contract, without restriction or limitation on their use, and shall be made available within 5 working days to the Department at any time during the performance of such services and/or upon completion or termination of this Contract. Upon delivery to the Department of said document(s), the Department shall become the custodian thereof in accordance with chapter 119, F.S. Contractor shall not copyright any material and products or patent any invention developed under this Contract.

19. Statutory Notices Relating to Unauthorized Employment and Subcontracts.

a. The Department shall consider the employment by any Contractor of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. If the Contractor/subcontractor knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of this Contract. The Contractor shall be responsible for including this provision in all subcontracts with private organizations issued as a result of this Contract.

b. Pursuant to sections 287.133 and 287.134, F.S., the following restrictions apply to persons placed on the convicted vendor list or the discriminatory vendor list:

i. Convicted Vendors. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to 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, F.S., for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list.

ii. Discriminatory Vendors. An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a 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.

iii. Antitrust Violator Vendors. A person or an affiliate who has been placed on the antitrust violator vendor list following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply on any contract to provide any good or services to a public entity; may not submit a bid, proposal, or reply on any contract with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real property to a public entity; may not be awarded or perform work as a Contractor, supplier, subcontractor, or consultant under a contract with a public entity; and may not transact new business with a public entity.

iv. Notification. The Contractor shall notify the Department if it or any of its suppliers, subcontractors, or consultants have been placed on the convicted vendor list, the discriminatory vendor list, or the antitrust violator vendor list during the life of the Contract. The Florida Department of Management Services is responsible for maintaining the discriminatory vendor list and the antitrust violator vendor list and posts the list on its website. Questions regarding the discriminatory vendor list or antitrust violator vendor list may be directed to the Florida Department of Management Services, Office of Supplier Development, at (850) 487-0915.

20. Employee Eligibility.

Effective January 1, 2021, Contractor is required to use the U.S. Department of Homeland Security’s E- Verify system to verify the employment eligibility of all employees used by the Contractor under this Contract, pursuant to section 448.095, F.S. Also, the Contractor shall include in related subcontracts, if authorized under this Contract, a requirement that subcontractors performing work or providing services pursuant to this Contract utilize the E-Verify system to verify employment eligibility of all employees used by the subcontractor for the performance of the Work. The subcontractor must provide the Contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the Contract. If the Department has a good faith belief that a subcontractor knowingly violated section 448.095(1), F.S. and notifies the Contractor of such, but the Contractor otherwise complied with this statute, the Contractor shall immediately terminate the contract with the subcontractor.

21. Compliance with Federal, State and Local Laws.

a. The Contractor and all its agents shall comply with all federal, state, and local regulations, including, but not limited to, nondiscrimination, wages, social security, workers’ compensation, licenses, and registration requirements. The Contractor shall include this provision in all subcontracts issued as a result of this Contract.

b. Contractor and its subcontractors and agents also must comply with the following civil rights laws and regulations:

i. Title VI of the Civil Rights Act of 1964 as amended (prohibiting discrimination in federally assisted programs on the basis of race, color, or national origin in the delivery of services or benefits);

ii. Section 13 of the 1972 Amendment to the Federal Water Pollution Control Act (prohibiting discrimination on the basis of sex in the delivery of services or benefits under the Federal Water Pollution Control Act as amended);

iii. Section 504 of the Rehabilitation Act of 1973 (prohibiting discrimination in federally assisted programs on the basis of disability, both in employment and in the delivery of services and benefits);

iv. Age Discrimination Act of 1975 (prohibiting discrimination in federally assisted programs on the basis of age in the delivery of services or benefits);

v. 40 C.F.R. Part 7, (implementing Title VI of the Civil Rights Act of 1964, Section 13 of the

1972 Amendments to the Federal Water Pollution Control Act, and Section 504 of the Rehabilitation Act of 1973);

vi. Florida Civil Rights Act of 1992 (Title XLIV Chapter 760, Sections 760.01, 760.11 and

509.092 .01), including Part I, chapter 760, F.S. (prohibiting discrimination on the basis of race, color, religion, sex, pregnancy, national origin, age, handicap, or marital status).

c. This Contract shall be governed by and construed in accordance with the laws of the State.

d. Any dispute concerning performance of the Contract shall be processed as described herein.

Jurisdiction for any damages arising under the terms of the Contract will be in the courts, and venue will be in a court of competent jurisdiction, in Leon County, Florida. Except as otherwise provided by law, the parties agree to be responsible for their own attorney fees incurred in connection with disputes arising under the terms of this Contract.

22. Scrutinized Companies.

a. Contractor certifies that it and its subcontractors are not on the Scrutinized Companies that Boycott

Israel List. Pursuant to section 287.135, F.S., the Department may immediately terminate this Contract at its sole option if the Contractor or its subcontractors are found to have submitted a false certification;

or if the Contractor, or its subcontractors are placed on the Scrutinized Companies that Boycott Israel List or is engaged in the boycott of Israel during the term of the Contract.

b. If this Contract is for more than one million dollars, the Contractor certifies that it and its subcontractors are also not on the Scrutinized Companies with Activities in Sudan, Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged with business operations in Cuba or Syria as identified in section 287.135, F.S. Pursuant to section 287.135, F.S., the Department may immediately terminate this Contract at its sole option if the Contractor, its affiliates, or its subcontractors are found to have submitted a false certification; or if the Contractor, its affiliates, or its subcontractors are placed on the Scrutinized Companies that Boycott the Scrutinized Companies with Activities in Sudan List, or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged with business operations in Cuba or Syria during the term of the Contract.

c. As provided in subsection 287.135(8), F.S., if federal law ceases to authorize these contracting prohibitions, then they shall become inoperative.

23. Lobbying and Integrity.

The Contractor agrees that no funds received by it under this Contract will be expended for the purpose of lobbying the Legislature or a State agency pursuant to section 216.347, F.S., except that pursuant to the requirements of section 287.058(6), F.S., during the term of any executed agreement between the Contractor and the State, the Contractor may lobby the executive or legislative branch concerning the scope of services, performance, term, or compensation regarding that agreement. The Contractor shall comply with sections 11.062 and 216.347, F.S.

24. Record Keeping.

The Contractor shall maintain books, records, and documents directly pertinent to performance under this Contract in accordance with United States generally accepted accounting principles (US GAAP) consistently applied. The Department, the State, or their authorized representatives shall have access to such records for audit purposes during the term of this Contract and for five (5) years following the completion date or termination of the Contract. In the event that any work is subcontracted, the Contractor shall similarly require each subcontractor to maintain and allow access to such records for audit purposes. Upon request of the Department’s Inspector General, or other authorized State official, the Contractor shall provide any type of information the Inspector General deems relevant to the Contractor’s integrity or responsibility. Such information may include, but shall not be limited to, the Contractor’s business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor shall retain such records for the longer of: (1) three years after the expiration of the Contract; or (2) the period required by the General Records Schedules maintained by the Florida Department of State (available at: http://dos.myflorida.com/library-archives/records-management/general-records-schedules/).

25. Audits.

a. Inspector General. This Contract is subject to a post performance audit by the Department’s or State’s

Inspector General. The Contractor understands its duty, pursuant to section 20.055(5), F.S., to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing regarding the Contract. The Contractor will comply with this duty and ensure that its Subcontracts issued under this Contract, if any, impose this requirement, in writing, on its sub-Contractors.

b. Physical Access and Inspection. Department personnel of a contracted Local Program or Team, shall be given access to and may observe and inspect work being performed under any Work Assignment under this Contract, with reasonable notice and during normal business hours, including by any of the following methods:

i. Contractor shall provide access to any location or facility on which Contractor is performing work, or storing or staging equipment, materials or documents; and

ii. Contractor shall permit inspection of any facility, equipment, practices, or operations required in performance of any work pursuant to this Contract; and

iii. In a contract for services, Contractor shall provide access and documentation to the Department, within 10 business days of a request, to inspect the following:

• Financial records, papers, and documents of the contractor that are directly related to the performance of the contract or the expenditure of state funds.

• Programmatic records, papers, and documents of the contractor which the public agency determines are necessary to monitor the performance of the contract or to ensure that the terms of the contract are being met.

iv. Contractor shall allow and facilitate sampling and monitoring of any substances, soils, materials or parameters at any location reasonable or necessary to assure compliance with any work or legal requirements pursuant to this Contract.

c. Proof of Transactions. In addition to documentation provided to support cost reimbursement as described herein, the Department may periodically request additional proof of a transaction to evaluate the appropriateness of costs to the Contract pursuant to State and Federal guidelines (including cost allocation guidelines). The Department may also request a cost allocation plan in support of Contractor’s multipliers (overhead, indirect, general administrative costs, and fringe benefits). The Contractor must provide the additional proof within thirty (30) calendar days of such request.

26. Independent Contractor.

The Contractor is an independent contractor and is not an employee of the Department. The Contractor is an independent contractor and is not an agent of the Department unless stated otherwise in this Contract and only for the very narrow purpose stated therein.

27. Improvements to Real Property.

No state funds will be provided under this Contract for the purchase of or improvements to real property.

28. Guarantee of Parent Company.

In the event the Contractor is sold during the period the Contract is in effect, the Contractor agrees that it will be a requirement of sale that the new parent company guarantee all of the obligations of the Contractor. Please refer to Conflict of Interest section 63. If the sale results in a parent company having multiple Agency Term Contracts, the Department will terminate the additional contract(s).

29. Headings.

The headings contained herein are for convenience only, do not constitute a part of this Contract and shall not be deemed to limit or affect any of the provisions hereof.

30. Interpretation of Contract.

a. Where appropriate: the singular includes the plural and vice versa; references to statutes or regulations include all statutory or regulatory provisions consolidating, amending or replacing the statute or regulation referred to; unless otherwise indicated references to Rules are to the adopted rules in the Florida Administrative Code; the words "including," "includes" and "include" shall be deemed to be followed by the words "without limitation"; unless otherwise indicated references to sections, appendices or schedules are to this Contract; words such as "herein," "hereof" and "hereunder" shall refer to the entire document in which they are contained and not to any particular provision or section; words not otherwise defined which have well-known technical or construction industry meanings, are used in accordance with such recognized meanings; references to Persons include their respective successors and assigns and, in the case of Governmental Persons, Persons succeeding to their respective functions and capacities; and words of any gender used herein shall include each other gender where appropriate.

b. Contractor acknowledges and agrees that it has independently reviewed this Contract with legal counsel, and that it has the requisite experience and sophistication to understand, interpret and agree to the particular language of the terms. Accordingly, if an ambiguity in (or dispute regarding the interpretation of) this Contract shall arise, the Contract shall not be interpreted or construed against the Department, and, instead, other rules of interpretation and construction shall be used. If the Contract is competitively procured, the Contractor further acknowledges and agrees that it had the opportunity and obligation, prior to submission of its Response, to review the terms and conditions of this Contract and to bring to the attention of the Department any conflicts or ambiguities contained therein.

31. Modifications Required by Law.

Department reserves the right to revise this Contract to include additional language required by Federal agency(ies) or other sources awarding funding to the Department in support of this Contract, if applicable, and to include changes required by Florida law or Administrative Code rule changes.

32. Survival.

The respective obligations of the parties, which by their nature would continue beyond the termination or expiration of this Contract, including without limitation, the obligations regarding confidentiality, proprietary interests, and public records, shall survive termination, cancellation, or expiration of this Contract.

33. Third Parties.

The Department shall not be deemed to assume any liability for the acts, failures to act or negligence of the Contractor, its agents, servants, and employees. The Contractor shall not disclaim its own negligence to the Department or any third party. This Contract does not and is not intended to confer any rights or remedies upon any person other than the parties. If the Department consents to a subcontract, the Contractor will specifically disclose that this Contract does not create any third-party rights. Further, no third parties shall rely upon any of the rights and obligations created under this Contract.

34. MFMP Transaction Fee The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(24), Florida Statutes (Fla. Stat.). All payments issued by Agencies to registered vendors for purchases of Commodities or Contractual Services under Chapter 287, Fla. Stat., shall be assessed the applicable Transaction Fee of the total amount of the payments received from the State or Eligible Users, as determined by Rule 60A-1.031, Florida Administrative Code (F.A.C.), or as may otherwise be established by law. Vendors shall pay the Transaction Fee and are subject to automatic deduction of the Transaction Fee. Vendors shall submit any monthly reports required pursuant to Rule 60A-1.031, F.A.C. All such reports and payments are subject to audit.